LIBERTY HIGH INCOME BOND FUND INC
497, 1994-10-06
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LIBERTY HIGH INCOME BOND FUND, INC.
CLASS B SHARES
PROSPECTUS

The Class B Shares of Liberty High Income Bond Fund, Inc. (the "Fund"),
represent interests in an open-end, diversified management investment company (a
mutual fund) investing in a professionally managed, diversified portfolio
limited primarily to fixed income securities which seek to achieve high current
income.

THE CLASS B 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
GOVERNMENTAL AGENCY. INVESTMENT IN THESE CLASS B SHARES INVOLVES INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

SPECIAL RISKS

THE FUND'S PORTFOLIO CONSISTS PRIMARILY OF LOWER-RATED CORPORATE DEBT
OBLIGATIONS, WHICH ARE COMMONLY REFERRED TO AS "JUNK BONDS." THESE LOWER-RATED
BONDS MAY BE MORE SUSCEPTIBLE TO REAL OR PERCEIVED ADVERSE ECONOMIC CONDITIONS
THAN INVESTMENT-GRADE BONDS. THESE LOWER-RATED BONDS ARE REGARDED AS
PREDOMINANTLY SPECULATIVE WITH REGARD TO EACH ISSUER'S CONTINUING ABILITY TO
MAKE PRINCIPAL AND INTEREST PAYMENTS. IN ADDITION, THE SECONDARY TRADING MARKET
FOR LOWER-RATED BONDS MAY BE LESS LIQUID THAN THE MARKET FOR INVESTMENT-GRADE
BONDS. THE FUND'S INVESTMENT ADVISER WILL ENDEAVOR TO LIMIT THESE RISKS THROUGH
DIVERSIFYING THE PORTFOLIO AND THROUGH CAREFUL CREDIT ANALYSIS OF INDIVIDUAL
ISSUERS. PURCHASERS SHOULD CAREFULLY ASSESS THE RISKS ASSOCIATED WITH AN
INVESTMENT IN THIS FUND. (SEE THE SECTIONS IN THIS PROSPECTUS ENTITLED
"INVESTMENT RISKS" AND "REDUCING RISKS OF LOWER-RATED SECURITIES.")

   
The Fund has also filed a Combined Statement of Additional Information for Class
A Shares, Class B Shares, and Class C Shares dated September 27, 1994, with the
Securities and Exchange Commission. The information contained in the Combined
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Combined Statement of Additional
Information free of charge by calling 1-800-235-4669. To obtain other
information or 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 September 27, 1994
    


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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

GENERAL INFORMATION                                                            2
- ------------------------------------------------------

LIBERTY FAMILY OF FUNDS                                                        2
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          4
     Acceptable Investments                                                    4
     Temporary Investments                                                     4
     Lending of Portfolio Securities                                           4
  Investment Risks                                                             5
     Reducing Risks of Lower-Rated
       Securities                                                              6
       Credit Research                                                         6
       Diversification                                                         6
       Economic Analysis                                                       7
  Investment Limitations                                                       7

NET ASSET VALUE                                                                7
- ------------------------------------------------------

INVESTING IN CLASS B SHARES                                                    8
- ------------------------------------------------------

  Share Purchases                                                              8
     Through a Financial Institution                                           8
     Directly From the Distributor                                             8
  Minimum Investment Required                                                  9
  What Shares Cost                                                             9
  Conversion of Class B Shares                                                 9
  Systematic Investment Program                                               10
  Certificates and Confirmations                                              10
  Dividends and Distributions                                                 10
  Retirement Plans                                                            10

EXCHANGE PRIVILEGE                                                            10
- ------------------------------------------------------

  Requirements for Exchange                                                   10
  Tax Consequences                                                            11
  Making an Exchange                                                          11
     Telephone Instructions                                                   11

REDEEMING CLASS B SHARES                                                      11
- ------------------------------------------------------

  Through a Financial Institution                                             12
  Directly from the Fund                                                      12
     By Telephone                                                             12
     By Mail                                                                  12
     Signatures                                                               12
  Contingent Deferred Sales Charge                                            13
  Elimination of Contingent Deferred
     Sales Charge                                                             14
  Systematic Withdrawal Program                                               14
  Reinvestment Privilege                                                      15
  Accounts with Low Balances                                                  15

FUND INFORMATION                                                              15
- ------------------------------------------------------

  Management of the Fund                                                      15
     Board of Directors                                                       15
     Officers and Directors                                                   15
     Investment Adviser                                                       19
       Advisory Fees                                                          19
       Adviser's Background                                                   19
  Distribution of Class B Shares                                              20
     Distribution and Shareholder
       Services Plans                                                         20
     Other Payments to Financial Institutions                                 21
  Administration of the Fund                                                  21
     Administrative Services                                                  21
     Custodian                                                                21
     Transfer Agent and Dividend
       Disbursing Agent                                                       21
     Legal Counsel                                                            22
     Independent Public Accountants                                           22
  Brokerage Transactions                                                      22
  Expenses of the Fund and
     Class B Shares                                                           22

SHAREHOLDER INFORMATION                                                       22
- ------------------------------------------------------

  Voting Rights                                                               22

TAX INFORMATION                                                               23
- ------------------------------------------------------

  Federal Income Tax                                                          23
  Pennsylvania Corporate and Personal
     Property Taxes                                                           23

PERFORMANCE INFORMATION                                                       23
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       24
- ------------------------------------------------------

  Financial Highlights--Class A Shares                                        25
  Financial Highlights--Class C Shares                                        26

APPENDIX                                                                      27
- ------------------------------------------------------

ADDRESSES                                                      Inside Back Cover
- ------------------------------------------------------


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

<TABLE>
<S>                                                                                               <C>        <C>
                                                         CLASS B SHARES
                                                SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...............................       None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).....................................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable) (1).................................................................       5.50%
Redemption Fee (as a percentage of amount redeemed, if applicable)........................................       None
Exchange Fee..............................................................................................       None

                                           ANNUAL CLASS B SHARES OPERATING EXPENSES*
                                       (As a percentage of projected average net assets)
Management Fee (after waiver)(2)..........................................................................       0.71%
12b-1 Fee.................................................................................................       0.75%
Total Other Expenses......................................................................................       0.56%
    Shareholder Services Fee...................................................................       0.25%
         Total Class B Shares Operating Expenses (3)(4)...................................................       2.02%
</TABLE>

(1) The contingent deferred sales charge is 5.50% in the first year, declining
    to 1.00% in the sixth year, and 0.00% thereafter. (See "Contingent Deferred
    Sales Charge.")

(2) The estimated management fee has been reduced to reflect the anticipated
    voluntary waiver of a portion of the management fee. The adviser can
    terminate this voluntary waiver at any time at its sole discretion. The
    maximum management fee is 0.75%.

(3) Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
    approximately eight years after purchase.

(4) The Total Class B Shares Operating Expenses are estimated to be 2.06% absent
    the anticipated voluntary waiver of a portion of the management fee.

*Total Class B Shares Operating Expenses are estimated based on average expenses
 expected to be incurred during the period ending March 31, 1995. During the
 course of this period, expenses may be more or less than the average amount
 shown.

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF CLASS B SHARES OF THE FUND WILL
BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE
VARIOUS COSTS AND EXPENSES, SEE "INVESTING IN CLASS B SHARES" AND "FUND
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 loads permitted under the rules of the National
Association of Securities Dealers, Inc.

<TABLE>
<CAPTION>
EXAMPLE                                                                                            1 year       3 years
<S>                                                                                              <C>          <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and
(2) redemption at the end of each time period..................................................   $      77    $     107
You would pay the following expenses on the same investment, assuming no redemption............   $      21    $      63
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING MARCH 31,
1995.

    The information set forth in the foregoing table and example relates only to
Class B Shares of the Fund. The Fund also offers two additional classes of
shares called Class A Shares and Class C Shares. Class B Shares, Class A Shares,
and Class C Shares are subject to certain of the same expenses; however, Class A
Shares are subject to a maximum sales load of 4.50% but are not subject to a
12b-1 fee or a contingent deferred sales charge. Class C Shares are subject to a
12b-1 fee of up to 0.75% and may be subject to a contingent deferred sales
charge of 1.00%, but are not subject to a front-end sales load. See "Other
Classes of Shares."
    


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

The Fund was incorporated under the laws of the State of Maryland on October 14,
1977. The Fund's address is Liberty Center, Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit the
Fund to offer separate series of shares representing interests in separate
portfolios of securities. The shares in any one portfolio may be offered in
separate classes. With respect to the Fund, as of the date of this prospectus,
the Board of Directors (the "Directors") has established three classes of
shares, known as Class A Shares, Class B Shares, and Class C Shares. This
prospectus relates only to Class B Shares ("Shares") of the Fund.

Shares of the Fund are designed primarily for customers of financial
institutions as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio of fixed income securities. A
minimum initial investment of $1,500 is required, unless the investment is in a
retirement account, in which case the minimum investment is $50.

Except as otherwise noted in this prospectus, Shares are sold at net asset value
and redeemed at net asset value. However, a contingent deferred sales charge is
imposed on certain Shares of the Fund which are redeemed within six full years
of the date of purchase.

   
    

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

The 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 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 communication 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;

     . Pennsylvania Intermediate Municipal 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 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 seek high current income by investing
primarily in a diversified portfolio of professionally managed fixed income
securities. The fixed income securities in which the Fund intends to invest are
lower-rated corporate debt obligations. Some of these fixed income securities
may involve equity features. Capital growth will be considered, but only when
consistent with the investment objective of high current income. 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
investment objective and the policies and limitations described below cannot be
changed without approval of shareholders.


INVESTMENT POLICIES

ACCEPTABLE INVESTMENTS.  The Fund invests 65% of its assets in lower-rated fixed
income bonds. Under normal circumstances, the Fund will not invest more than 10%
of the value of its total assets in equity securities. The fixed income
securities in which the Fund invests include, but are not limited to:

     . preferred stocks;

     . bonds;

     . debentures;

     . notes;

     . equipment lease certificates; and

     . equipment trust certificates.

   
The Fund may purchase fixed income securities on a when-issued or delayed
delivery basis. There is no limit to portfolio maturity. The prices of fixed
income securities fluctuate inversely to the direction of interest rates.

The securities in which the Fund may invest are generally rated BBB or lower by
Standard & Poor's Ratings Group ("Standard & Poor's") or Baa or lower by Moody's
Investors Service, Inc. ("Moody's"), or are not rated but are determined by the
Fund's investment adviser to be of comparable quality. Securities which are
rated BBB or lower by Standard & Poor's or Baa or lower 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 highly rated bonds. A description of the rating
categories is contained in the Appendix to this prospectus. There is no lower
limit with respect to rating categories for securities in which the Fund may
invest. See "Investment Risks" below.
    

TEMPORARY INVESTMENTS.  The Fund may invest temporarily in cash and short-term
obligations during times of unusual market conditions for defensive purposes.
Short-term obligations may include:

     . certificates of deposit;

     . commercial paper rated A-1 or A-2 by Standard & Poor's, Prime-1 or
       Prime-2 by Moody's, or F-1 or F-2 by Fitch Investors Service and
       variable rate demand master notes;

     . short-term notes;

     . obligations issued or guaranteed as to principal and interest by the U.S.
       government or any of its agencies or instrumentalities; and

     . repurchase agreements (arrangements in which the organization selling the
       Fund a fixed income security agrees at the time of sale to repurchase it
       at a mutually agreed upon time and price).

As a matter of investment practice, which can be changed without shareholder
approval, the Fund will not invest more than 15% of its net assets in securities
which are illiquid.

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis to
broker/dealers, banks, or other institutional borrowers of securities. The Fund
will only enter into loan arrangements with broker/dealers, banks, or other
institutions which the investment adviser has determined are creditworthy under
guidelines established by the Directors and will receive collateral in the form
of cash or U.S. government securities equal to at least 100% of the value of the
securities loaned.

INVESTMENT RISKS

   
The corporate debt obligations in which the Fund invests are usually not in the
three highest rating categories of the recognized rating agencies (AAA, AA, or A
for Standard & Poor's and Aaa, Aa or A for Moody's) but are in the lower rating
categories or are unrated but are of comparable quality and have speculative
characteristics. Lower-rated or unrated bonds are commonly referred to as "junk
bonds." There is no minimal acceptable rating for a security to be purchased or
held in the Fund's portfolio, and the Fund may, from time to time, purchase or
hold securities rated in the lowest rating category. Companies who have received
the lowest rating have failed to satisfy their obligations under the bond
indentures. A description of the rating categories is contained in the Appendix
to this prospectus.
    

Lower-rated securities will usually offer higher yields than higher-rated
securities. However, there is more risk associated with these investments. This
is because of reduced creditworthiness and increased risk of default.
Lower-rated securities generally tend to reflect short-term corporate and market
developments to a greater extent than higher-rated securities which react
primarily to fluctuations in the general level of interest rates. Short-term
corporate and market developments affecting the prices or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers in lower-rated securities. In addition, since there are
fewer investors in lower-rated securities, it may be harder to sell the
securities at an optimum time.

As a result of these factors, lower-rated securities tend to have more price
volatility and carry more risk to principal and income than higher-rated
securities.

An economic downturn may adversely affect the value of some lower-rated bonds.
Such a downturn may especially affect highly leveraged companies or companies in
cyclically sensitive industries, where deterioration in a company's cash flow
may impair its ability to meet its obligation to pay principal and interest to
bondholders in a timely fashion. From time to time, as a result of changing
conditions, issuers of lower-rated bonds may seek or may be required to
restructure the terms and conditions of the securities they have issued. As a
result of these restructurings, holders of lower-rated securities may receive
less principal and interest than they had bargained for at the time such bonds
were purchased.

In the event of a restructuring, the Fund may bear additional legal or
administrative expenses in order to maximize recovery from an issuer.

The secondary trading market for lower-rated bonds is generally less liquid than
the secondary trading market for higher-rated bonds. In 1989, legislation was
enacted that requires federally insured savings and loan associations to divest
their holdings of lower-rated bonds by 1994. The reduction of the number of
institutions empowered to purchase and hold lower-rated bonds could have an
adverse impact on the overall liquidity of the market. Adverse publicity and the
perception of investors relating to issuers, underwriters, dealers or underlying
business conditions, whether or not warranted by fundamental analysis, may also
affect the price or liquidity of lower-rated bonds. On occasion, therefore, it
may become difficult to price or dispose of a particular security in the
portfolio.

The Fund may, from time to time, own zero coupon bonds or pay-in-kind
securities. A zero coupon bond makes no periodic interest payments and the
entire obligation becomes due only upon maturity.


Pay-in-kind securities make periodic payments in the form of additional
securities (as opposed to cash). The price of zero coupon bonds and pay-in-kind
securities are generally more sensitive to fluctuations in interest rates than
are conventional bonds. Additionally, federal tax law requires that interest on
zero coupon bonds and paid-in-kind securities be reported as income to the Fund
even though the Fund received no cash interest until the maturity or payment
date of such securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund.

The table below shows the weighted average of the ratings of the bonds in the
Fund's portfolio during the Fund's fiscal year ended March 31, 1994. The credit
ratings categories are those provided by Moody's and Standard and Poor's, which
are both nationally recognized statistical rating organizations. A description
of these ratings can be found in the Appendix to this prospectus. The
percentages in the column titled "Rated" reflect the percentage of bonds in the
portfolio which received a rating from at least one of these organizations. The
percentages in the column titled "Not Rated" reflect the percentage of bonds in
the portfolio which are not rated but which the Fund's investment adviser has
judged to be comparable in quality to the corresponding rated bonds.

<TABLE>
<CAPTION>
CREDIT                                          AS A PERCENTAGE OF TOTAL
RATING                                         CORPORATE BOND INVESTMENTS
CATEGORY*                                   RATED        NOT RATED       TOTAL
<S>                                      <C>          <C>              <C>
BB                                           14.60%          0.00%        14.60%
B                                            78.52           1.80         80.32
CCC                                           4.03           0.01          4.04
CC                                            1.04           0.00          1.04
                                         -----------         -----     ---------
                                             98.19%          1.81%       100.00%
                                         -----------         -----     ---------
</TABLE>

*May include all degrees of risk within the rating category.

REDUCING RISKS OF LOWER-RATED SECURITIES.  The Fund's investment adviser
believes that the risks of investing in lower-rated securities can be reduced.
The professional portfolio management techniques used by the Fund to attempt to
reduce these risks include:

     CREDIT RESEARCH.  The Fund's investment adviser will perform its own credit
     analysis in addition to using recognized rating agencies and other sources,
     including discussions with the issuer's management, the judgment of other
     investment analysts, and its own informed judgment. The adviser's credit
     analysis will consider the issuer's financial soundness, its responsiveness
     to changes in interest rates and business conditions, and its anticipated
     cash flow, interest, or dividend coverage and earnings. In evaluating an
     issuer, the adviser places special emphasis on the estimated current value
     of the issuer's assets rather than historical cost.

     DIVERSIFICATION.  The Fund invests in securities of many different issuers,
     industries, and economic sectors to reduce portfolio risk.


     ECONOMIC ANALYSIS.  The Fund's adviser will analyze current developments
     and trends in the economy and in the financial markets. When investing in
     lower-rated securities, timing and selection are critical, and analysis of
     the business cycle can be important.

INVESTMENT LIMITATIONS

The Fund will not:

     . invest more than 10% of its net assets in securities subject to
       restrictions on resale under federal securities law;

     . borrow money or pledge securities except, under certain circumstances,
       the Fund may borrow up to one-third of the value of its total assets and
       pledge up to 10% of the value of those assets to secure such borrowings;

     . invest more than 5% of its total assets in securities of one issuer
       (except cash and cash items, repurchase agreements, and U.S. government
       obligations);

     . make loans, except that it may invest up to 5% of the value of its total
       assets in repurchase agreements which mature in more than seven days from
       the time they are entered into, and it may lend portfolio securities
       where the borrower of the securities provides 100% collateral;

     . sell securities short except, under strict limitations, the Fund may
       maintain open short positions so long as not more than 10% of the value
       of its net assets is held as collateral for those positions;

     . invest more than 5% of its total assets in securities of issuers that
       have records of less than three years of continuous operations; or

     . invest more than 5% of its total assets in foreign securities which are
       not publicly traded in the United States.

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

The Fund will not:

       invest more than 15% of its net assets in illiquid securities, including
       restricted securities which the Fund's adviser believes cannot be sold
       within seven days.

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

   
The Fund's net asset value per Share fluctuates. The net asset value for Class B
Shares is determined by adding the interest of Class B Shares in the market
value of all securities and other assets of the Fund, subtracting the interest
of Class B Shares and the liabilities of the Fund and those attributable to
Class B Shares, and dividing the remainder by the total number of Class B Shares
outstanding. The net asset value for Class B Shares may differ from that of
Class A Shares and Class C Shares due to the variance in daily net income
realized by each class. Such variance will reflect only accrued net income to
which the shareholders of a particular class are entitled.
    


INVESTING IN CLASS B 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. In connection with the sale of Shares,
Federated Securities Corp. may, from time to time, offer certain items of
nominal value to any shareholder or investor. The Fund reserves the right to
reject any purchase request.

Orders for $250,000 or more of Class B Shares will normally be invested in Class
A Shares. (See "Other Classes of Shares.")

   
THROUGH A FINANCIAL INSTITUTION.  Investors may call their financial institution
(such as a bank or an investment dealer) to place an order to purchase Shares.
Orders placed through a financial institution are considered received when the
Fund is notified of the purchase order or when converted into federal funds. It
is the financial institution's responsibility to transmit orders promptly.
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.
    

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 contingent deferred sales charge. (See "Contingent
Deferred Sales Charge.") In addition, advance payments made to financial
institutions may be subject to reclaim by the distributor for accounts
transferred to financial institutions which do not maintain investor accounts on
a fully disclosed basis and do not account for share ownership periods. (See
"Other Payments to Financial Institutions.")

DIRECTLY 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 Liberty High Income Bond Fund,
       Inc.--Class B Shares; and

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

Orders 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.

To purchase Shares directly from the distributor by wire once an account has
been established, 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: Liberty High Income
Bond Fund, Inc.--Class B Shares;


Title or Name of Account; Wire Order Number; and Account Number. Shares cannot
be purchased by wire on days on which the New York Stock Exchange is closed and
on federal holidays restricting wire transfers.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Class B Shares is $1,500 unless the investment
is in a retirement plan, in which case the minimum initial investment is $50.
Subsequent investments must be in amounts of at least $100, except for
retirement accounts, which must be in amounts of at least $50.

WHAT SHARES COST

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

Under certain circumstances described under "Redeeming Class B Shares,"
shareholders may be charged a contingent deferred sales charge by the
distributor at the time Shares are redeemed.

CONVERSION OF CLASS B SHARES

   
Class B Shares will automatically convert into Class A Shares on the fifteenth
day of the month, eight years after the purchase date, except as noted below,
and will no longer be subject to a distribution fee. (See "Other Classes of
Shares.") Such conversion will be on the basis of the relative net asset values
per share, without the imposition of any sales load, fee, or other charge. Class
B Shares acquired by exchange from Class B Shares of another fund in the Liberty
Family of Funds will convert into Class A Shares based on the time of the
initial purchase. For purposes of conversion to Class A Shares, Shares purchased
through the reinvestment of dividends and distributions paid on Class B Shares
will be considered to be held in a separate sub-account. Each time any Class B
Shares in the shareholder's account (other than those in the sub-account)
convert to Class A Shares, an equal pro rata portion of the Class B Shares in
the sub-account will also convert to Class A Shares. The availability of the
conversion feature is subject to the granting of an exemptive order by the
Securities and Exchange Commission or the adoption of a rule permitting such
conversion. In the event that the exemptive order or rule ultimately issued by
the Securities and Exchange Commission requires any conditions additional to
those described in this prospectus, shareholders will be notified. The
conversion of Class B Shares to Class A Shares is subject to the continuing
availability of a ruling from the Internal Revenue Service or an opinion of
counsel that such conversions will not constitute taxable events for federal tax
purposes. There can be no assurance that such ruling or opinion will be
available, and the conversion of Class B Shares to Class A Shares will not occur
if such ruling or opinion is not available. In such event, Class B Shares would
continue to be subject to higher expenses than Class A Shares for an indefinite
period.
    

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 the Fund. Shareholders may apply for participation in this program
through their financial institution or directly through the Fund.

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 Fund.

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

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and paid monthly to all shareholders invested in the Fund
on the record date. Distributions of any net realized long-term capital gains
will be made at least once every twelve months. Dividends and distributions are
automatically reinvested in additional Shares on payment dates at the
ex-dividend date net asset value without a sales load, unless shareholders
request cash payments on the new account form or by writing to the Fund. All
shareholders on the record date are entitled to the dividend. If Shares are
redeemed or exchanged prior to the record date or purchased after the record
date, those Shares are not entitled to that month's dividend.

RETIREMENT PLANS

   
Shares of the Fund can be purchased as an investment for retirement plans or for
IRA accounts. For further details, contact the Fund and consult a tax adviser.
    

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

In order to provide greater flexibility to Fund shareholders whose investment
objectives have changed, Class B shareholders may exchange all or some of their
Shares for Class B Shares of other funds in the Liberty Family of Funds at net
asset value without being assessed a contingent deferred sales charge on the
exchanged Shares. (Not all funds in the Liberty Family of Funds currently offer
Class B Shares. Contact your financial institution regarding the availability of
other Class B Shares in the Liberty Family of Funds.) To the extent that a
shareholder exchanges Shares for Class B Shares in other funds in the Liberty
Family of Funds, the time for which the exchanged-for shares were held will be
added, or tacked, to the time for which the exchanged-from Shares were held for
purposes of satisfying the applicable holding period.

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 a 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 Class B 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.

Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds or certain Federated 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 the circumstances, a short- or long-term capital
gain or loss may be realized.

MAKING AN EXCHANGE

Instructions for exchanges for the Liberty Family of Funds or certain Federated
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 shareholders cannot contact
their 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, P.O. Box 8604,
Boston, Massachusetts 02266-8604.

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.

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, c/o State Street Bank and Trust
Company, P.O. Box 8604, Boston, Massachusetts 02266-8604, and deposited to the
shareholder's account before being exchanged. Telephone exchange instructions
may be recorded. Such 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. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

REDEEMING CLASS B SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value next determined after the Fund
receives the redemption request, less any applicable contingent deferred sales
charge. (See "Contingent Deferred Sales Charge.") 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.


THROUGH A FINANCIAL INSTITUTION

Shareholders may redeem Shares of the Fund by calling their financial
institution (such as a bank or an investment dealer) to request the redemption.
Shares will be redeemed at their net asset value, less any applicable contingent
deferred sales charge, 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.

DIRECTLY FROM THE FUND

BY TELEPHONE.  Shareholders who have not purchased Shares through a financial
institution may redeem their Shares 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.

In the event of drastic economic or market changes, a shareholder may experience
difficulty redeeming by telephone. If such a case should occur, another method
of redemption, such as redeeming by mail, should be considered.

BY MAIL.  Any shareholder may redeem Shares by sending a written request to
Federated Services Company, c/o State Street Bank and Trust Company, P.O. Box
8604, Boston, Massachusetts 02266-8604. The written request should include the
shareholder's name, the Fund name and class designation, the account number, and
the Share or dollar amount requested, and should be signed exactly as the Shares
are registered.

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

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record with
the Fund, or a redemption payable other than to the shareholder of record must
have signatures on written redemption requests guaranteed by:


     . a trust company or commercial bank whose deposits are insured by the Bank
       Insurance Fund ("BIF"), 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 ("SAIF"), 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.

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.

CONTINGENT DEFERRED SALES CHARGE

Shareholders redeeming Shares from their Fund accounts within six full years of
the purchase date of those Shares will be charged a contingent deferred sales
charge by the Fund's distributor. 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 in accordance with the following schedule:

<TABLE>
<CAPTION>
   
                                                         CONTINGENT DEFERRED
                    SHARES HELD                             SALES CHARGE
<S>                                                  <C>
One full year or less..............................               5.50%
Two full years or less.............................               4.75%
Three full years or less...........................               4.00%
Four full years or less............................               3.00%
Five full years or less............................               2.00%
Six full years or less.............................               1.00%
Seven years and thereafter.........................               0.00%
</TABLE>
    

   
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/or (2) Shares held for more than
six full years from the date of purchase. 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 six full years from the
date of purchase; and (3) Shares held for six years or less 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 Class B Shares of funds in the
Liberty Family of Funds. (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 the
investor became a shareholder of the exchanged-from Shares. Moreover, the
contingent deferred sales charge will be eliminated with respect to certain
redemptions. (See "Elimination of Contingent Deferred Sales Charge.")

ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE

The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, of a
shareholder; (2) redemptions representing minimum required distributions from an
Individual Retirement Account or other qualified retirement plan to a
shareholder who has attained the age of 70-1/2; and (3) involuntary redemptions
by the Fund of Shares in shareholder accounts that do not comply with the
minimum balance requirements. In addition, to the extent that the distributor
does not make advance payments to certain financial institutions for purchases
made by their clients, no contingent deferred sales charge will be imposed on
redemptions of Shares held by Directors, employees and sales representatives of
the Fund, the distributor, or affiliates of the Fund or distributor; employees
of any financial institution that sells Shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, as amended, or a retirement plan where the third-party administrator
has entered into certain arrangements with Federated Securities Corp. or its
affiliates, or any other financial institution, to the extent that no payments
were advanced for purchases made through or by such entities.

The Directors reserve the right to discontinue elimination of the contingent
deferred sales charge. Shareholders will be notified of such elimination. Any
Shares purchased prior to the termination of such waiver would have the
contingent deferred sales charge eliminated as provided in the Fund's prospectus
at the time of the purchase of the Shares. If a shareholder making a redemption
qualifies for an elimination of the contingent deferred sales charge, the
shareholder must notify Federated Securities Corp. or the Fund in writing that
said shareholder is entitled to such elimination.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount not less
than $100 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. 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 Shares. For this reason, payments under this program
should not be considered as yield or income on the shareholder's investment in
the Shares. To be eligible to participate in this program, a shareholder must
have an account value of at least $10,000. Shareholders may apply for
participation in this program through their financial institution. A contingent
deferred sales charge will be imposed on Shares redeemed within six full years
of their purchase date. (See "Contingent Deferred Sales Charge.")

REINVESTMENT PRIVILEGE

If Shares have been redeemed, the shareholder has a one-time right, within 120
days, to reinvest the redemption proceeds into Class A Shares at the
next-determined net asset value without a sales load. (See "Other Classes of
Shares.") Federated Securities Corp. must be notified by the shareholder in
writing or by his or her financial institution of the reinvestment in order to
receive this privilege. If the shareholder redeems his or her Shares, there may
be tax consequences.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, 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.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE FUND

BOARD OF DIRECTORS.  The Fund is managed by a Board of Directors. The Directors
are responsible for managing the Fund's business affairs and for exercising all
the Fund's powers except those reserved for the shareholders. An Executive
Committee of the Board of Directors handles the Board's responsibilities between
meetings of the Board.

OFFICERS AND DIRECTORS.  Officers and Directors are listed with their addresses,
principal occupations, and present positions, including those with Federated
Advisers, its affiliates, and the "Funds" described in the Statement of
Additional Information.

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

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

Chairman and Director of the Fund

Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp.; Chairman, Passport Research, Ltd.; Director, AEtna Life and Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father of J. Christopher Donahue, Vice
President and Director of the Fund.
- --------------------------------------------------------------------------------

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

Director of the Fund

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

Director of the Fund

Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.
- --------------------------------------------------------------------------------

J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA

Vice President and Director of the Fund

President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp.; President, Passport Research, Ltd.; Trustee, Federated Administrative
Services, Federated Services Company, and Federated Shareholder Services;
President or Vice President of the Funds; Director, Trustee, or Managing General
Partner of some of the Funds. Mr. Donahue is the son of John F. Donahue,
Chairman and Director of the Fund.
- --------------------------------------------------------------------------------

James E. Dowd
571 Hayward Mill Road
Concord, MA

Director of the Fund

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

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Director of the Fund

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

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

Director of the Fund

Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park Restaurants,
Inc., and Statewide Settlement Agency, Inc.; Director, Trustee, or Managing
General Partner of the Funds; formerly, Counsel, Horizon Financial, F.A.,
Western Region.
- --------------------------------------------------------------------------------

Peter E. Madden
225 Franklin Street
Boston, MA

Director of the Fund

Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation and Trustee,
Lahey Clinic Foundation, Inc.
- --------------------------------------------------------------------------------

Gregor F. Meyer
5916 Penn Mall
Pittsburgh, PA

Director of the Fund

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

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

Director of the Fund

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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Director of the Fund

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

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

President of the Fund

Executive Vice President and Trustee, Federated Investors; Director, Federated
Research Corp.; Chairman and Director, Federated Securities Corp.; President or
Vice President of some of the Funds; Director or Trustee of some of the Funds.
- --------------------------------------------------------------------------------

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Vice President and Treasurer of the Fund

Vice President, Treasurer, and Trustee, Federated Investors; Vice President and
Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice President,
Treasurer, and Director, Federated Securities Corp.; Trustee, Federated Services
Company and Federated Shareholder Services; Chairman, Treasurer, and Trustee,
Federated Administrative Services; Trustee or Director of some of the Funds;
Vice President and Treasurer of the Funds.
- --------------------------------------------------------------------------------

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary of the Fund

Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Vice President, Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and Secretary, Federated
Research Corp. and Passport Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee, Federated Administrative
Services; Trustee and Secretary, Federated Shareholder Services; Director and
Executive Vice President, Federated Securities Corp.; Vice President and
Secretary of the Funds.
- --------------------------------------------------------------------------------

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

+Members of the Fund's Executive Committee. The Executive Committee of the Board
 of Directors handles the responsibilities of the Board of Directors between
 meetings of the Board.

Officers and Directors own less than 1% of the Fund's outstanding Shares.

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

     ADVISORY FEES.  The Adviser receives an annual investment advisory fee
     equal to .75 of 1% of the Fund's average daily net assets. The fee paid by
     the Fund, while higher than the advisory fee paid by other mutual funds in
     general, is comparable to fees paid by many mutual funds with similar
     objectives and policies. 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 at any
     time at its sole discretion. The Adviser has also undertaken to reimburse
     the Fund for operating expenses in excess of limitations established by
     certain states.

     ADVISER'S BACKGROUND.  Federated Advisers, a Delaware business trust
     organized on April 11, 1989, is a registered investment adviser under the
     Investment Advisers Act of 1940. It is a subsidiary of Federated Investors.
     All of the Class A (voting) shares of Federated Investors are owned by a
     trust, the trustees of which are John F. Donahue, Chairman and Trustee of
     Federated Investors, Mr. Donahue's wife, and Mr. Donahue's son, J.
     Christopher Donahue, who is President and Trustee of Federated Investors.

     Federated Advisers and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $70 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops
     and manages mutual funds primarily for the financial industry. Federated
     Investors' track record of competitive performance and its disciplined,
     risk-averse investment philosophy serve approximately 3,500 client
     institutions nationwide. Through these same client institutions, individual
     shareholders also have access to this same level of investment expertise.

     Mark E. Durbiano has been the Fund's portfolio manager since August of
     1989. Mr. Durbiano joined Federated Investors in 1982 and has been a Vice
     President of the Fund's investment adviser since 1988. Mr. Durbiano is a
     Chartered Financial Analyst and received his M.B.A. in Finance from the
     University of Pittsburgh.

DISTRIBUTION OF CLASS B SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
It is a Pennsylvania corporation organized on November 14, 1969, and is the
principal distributor for a number of investment companies. Federated Securities
Corp. is a subsidiary of Federated Investors.

   
The distributor will pay financial institutions an amount equal to 5.50% of the
net asset value of Shares purchased by their clients or customers. These
payments will be made directly by the distributor from its assets, and will not
be made from the assets of the Fund. Dealers may voluntarily waive receipt of
all or any portion of these payments.

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS.  Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Class B Shares will pay to the distributor an amount, computed at an annual
rate of 0.75 of 1% of the average daily net assets of Class B Shares, to finance
any activity which is principally intended to result in the sale of Shares
subject to the Distribution Plan. The distributor may pay a portion of this
amount to financial institutions that waive all or any portion of the payments
discussed in the preceding paragraph. Because distribution fees to be paid by
the Fund to the distributor may not exceed an annual rate of 0.75 of 1% of the
Shares' average daily net assets, it will take the distributor a number of years
to recoup the expenses it has incurred for its distribution and
distribution-related services pursuant to the Distribution Plan.
    

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 amounts or may earn a profit from future payments made by the Class
B Shares under the Distribution Plan.

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


The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or 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 capacities described above or should
Congress relax current restrictions on depository institutions, the Directors
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 laws.

The distributor may, from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Distribution Plan.

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

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
<C>                      <S>
      0.15 of 1%              on the first $250 million
      0.125 of 1%             on the next $250 million
      0.10 of 1%              on the next $250 million
      0.075 of 1%             on assets in excess of $750 million
</TABLE>

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

CUSTODIAN.  State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for shares of the Fund and dividend
disbursing agent for the Fund.


LEGAL COUNSEL.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro & Morin, L.L.P., Washington,
D.C.

   
INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.
    

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 utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling Shares of the Fund and other funds
distributed by Federated Securities Corp. The Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Directors.

EXPENSES OF THE FUND AND CLASS B SHARES

Holders of Shares pay their allocable portion of Fund expenses.

The Fund expenses for which holders of Shares pay their allocable portion
include, but are not limited to: the cost of organizing the Fund and continuing
its existence; registering the Fund with federal and state securities
authorities; investment advisory services; taxes and commissions; custodian
fees; insurance premiums; Directors' fees; auditors' fees; the cost of meetings
of Directors; legal fees of the Fund; association membership dues; and such
non-recurring and extraordinary items as may arise from time to time.

At present, the only expenses which are allocated specifically to Shares as a
class are expenses under the Fund's Services and Distribution Plans. However,
the Directors reserve the right to allocate certain other expenses to holders of
Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Shares; fees under the Fund's
Services Plan; printing and postage expenses related to preparing and
distributing materials such as shareholder reports, prospectuses and proxies to
current shareholders; registration fees paid to the Securities and Exchange
Commission and state securities commissions; expenses related to administrative
personnel and services as required to support holders of Shares; legal fees
relating solely to Shares; and Directors' fees incurred as a result of issues
relating solely to Shares.

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

VOTING RIGHTS

Each Share gives the shareholder one vote in Director elections and other
matters submitted to shareholders for vote. All shares of each portfolio or
class in the Fund have equal voting rights, except that, in matters affecting
only a particular portfolio or class, only shares of that portfolio or class are
entitled to vote.


As a Maryland corporation, the Fund is not required to hold annual shareholder
meetings. Shareholder approval will be sought only for certain changes in the
Fund's operation and for the election of Directors under certain circumstances.

Directors may be removed by a two-thirds vote of the number of Directors prior
to such removal or by a two-thirds vote of the shareholders at a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Fund's
outstanding shares of all series entitled to vote.

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

FEDERAL INCOME TAX

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

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any
dividends earned in an IRA or qualified retirement plan until distributed.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

In the opinion of Houston, Houston & Donnelly, counsel to the Fund:

     . the Fund is subject to the Pennsylvania corporate franchise tax; and

     . Fund Shares are exempt from personal property taxes imposed by counties,
       municipalities, and school districts in Pennsylvania.

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 its total return and yield for Class B
Shares.

Total return represents the change, over a specific period of time, in the value
of an investment in Class B 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 Class B Shares is calculated by dividing the net investment income
per Share (as defined by the Securities and Exchange Commission) earned by Class
B Shares over a thirty-day period by the maximum offering price per Share on the
last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Class B Shares and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

The performance information reflects the effect of non-recurring charges, such
as the contingent deferred sales charge, which, if excluded, would increase the
total return and yield.

Total return and yield will be calculated separately for Class A Shares, Class B
Shares, and Class C Shares. Because Class B Shares and Class C Shares are
subject to a Rule 12b-1 fee, the yield for Class A Shares, for the same period,
may exceed that of Class B Shares and Class C Shares. Because Class A Shares are
subject to a front-end sales load, the total return for Class B Shares and Class
C Shares, for the same period, may exceed that of Class A Shares. Depending on
the dollar amount invested and the time period for which any class of shares is
held, the total return for any particular class may exceed that of another.

From time to time, the Fund may advertise the performance of Class B Shares
using certain financial publications and/or compare the performance of Class B
Shares to certain indices.

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

Class A Shares are sold primarily to customers of financial institutions subject
to a front-end sales load of up to 4.50%. Under certain circumstances, investors
may qualify for reduced sales loads on purchases of Class A Shares. Class A
Shares are subject to a Services Plan fee of up to 0.25 of 1% of the Class A
Shares' average daily net assets and are subject to a minimum initial investment
of $500, unless the investment is in a retirement account, in which case the
minimum investment is $50. Class A Shares are not distributed pursuant to a
Distribution Plan and, therefore, are not subject to a distribution fee.

Class C Shares are sold primarily to customers of financial institutions at net
asset value with no initial sales load. Class C Shares are distributed pursuant
to a Distribution Plan adopted by the Fund whereby the distributor is paid a fee
of up to 0.75 of 1%, in addition to a Services Plan fee of up to 0.25 of 1%, of
the Class C Shares' average daily net assets. In addition, Class C Shares may be
subject to certain contingent deferred sales charges. Investments in Class C
Shares are subject to a minimum initial investment of $1,500, unless the
investment is in a retirement account, in which case the minimum investment is
$50.

The amount of dividends payable to Class A Shares will generally exceed that of
Class B Shares and Class C Shares by the difference between Class Expenses and
distribution and shareholder service expenses borne by shares of each respective
class.

The stated advisory fee is the same for all classes of shares.


LIBERTY HIGH INCOME BOND FUND, INC.
FINANCIAL HIGHLIGHTS--CLASS A SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated May 13, 1994, on the Fund's
Financial Statements for the year ended March 31, 1994, and on the following
table for each of the periods presented, is included in the Annual Report, which
is incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
    

<TABLE>
<CAPTION>
                                                                      YEAR ENDED
                                                          MARCH 31,                                               AUGUST 31,
                      1994       1993       1992       1991       1990       1989       1988       1987**       1986       1985
<S>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>          <C>        <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD              $   11.19  $   10.80  $    8.79  $    8.96  $   10.99  $   11.20  $   12.53   $    12.53  $   12.17  $   11.35
- ------------------
INCOME FROM
INVESTMENT
OPERATIONS
- ------------------
  Net investment
  income                 1.05       1.13       1.23       1.21       1.33       1.40       1.42         0.85       1.53       1.56
- ------------------
  Net realized and
  unrealized gain
  (loss) on
  investments           (0.19)      0.41       1.99      (0.14)     (1.98)     (0.20)     (1.31)     --            0.37       0.81
- ------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -----------  ---------  ---------
  Total from
  investment
  operations              0.86       1.54       3.22       1.07      (0.65)       1.20       0.11        0.85       1.90       2.37
- ------------------
LESS DISTRIBUTIONS
- ------------------
  Dividends to
  shareholders
  from net invest-
  ment income           (1.06)     (1.15)     (1.21)     (1.24)     (1.38)     (1.41)     (1.44)       (0.85)     (1.54)     (1.55)
- ------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -----------  ---------  ---------
NET ASSET VALUE,
END OF PERIOD       $   10.99  $   11.19  $   10.80  $    8.79  $    8.96  $   10.99  $   11.20  $    12.53   $   12.53  $   12.17
- ------------------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -----------  ---------  ---------
TOTAL RETURN*            7.82%     15.39%     38.83%     14.20%     (6.82)%    11.34%      1.30%        7.09%     16.51%     22.42%
- ------------------
RATIOS TO AVERAGE
NET ASSETS
- ------------------
  Expenses               1.18%      1.08%      1.02%      1.03%      1.02%      1.00%      1.05%        1.02%(a)   1.06%      1.14%
- ------------------
  Net investment
  income                 9.27%     10.44%     12.40%     14.62%     13.01%     12.55%     12.37%       11.72%(a)  12.41%     13.27%
- ------------------
  Expense waiver/
  reimbursement(b)
                         0.05%      0.08%    --       --         --         --         --          --          --         --
- ------------------
SUPPLEMENTAL DATA
- ------------------
  Net assets, end
  of period
  (000 omitted)      $439,149   $417,015   $351,087   $252,147   $282,149   $379,876   $360,409     $390,160   $352,641   $212,932
- ------------------
  Portfolio
  turnover rate            76%        49%        37%        32%        40%        43%        52%          25%        27%        26%
- ------------------

<CAPTION>
<S>                 <C>
                      1984
<S>                 <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD              $   11.97
- ------------------
INCOME FROM
INVESTMENT
OPERATIONS
- ------------------
  Net investment
  income                 1.54
- ------------------
  Net realized and
  unrealized gain
  (loss) on
  investments           (0.63)
- ------------------  ---------
  Total from
  investment
  operations             0.91
- ------------------
LESS DISTRIBUTIONS
- ------------------
  Dividends to
  shareholders
  from net invest-
  ment income           (1.53)
- ------------------  ---------
NET ASSET VALUE,
END OF PERIOD       $   11.35
- ------------------  ---------
TOTAL RETURN*            8.12%
- ------------------
RATIOS TO AVERAGE
NET ASSETS
- ------------------
  Expenses               1.11%
- ------------------
  Net investment
  income                13.26%
- ------------------
  Expense waiver/
  reimbursement(b)
                       --
- ------------------
SUPPLEMENTAL DATA
- ------------------
  Net assets, end
  of period
  (000 omitted)      $156,168
- ------------------
  Portfolio
  turnover rate            21%
- ------------------
</TABLE>

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

 ** Reflects operations for the seven month period ended March 31, 1987.

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report dated March 31, 1994, which can be obtained free of charge.


LIBERTY HIGH INCOME BOND FUND, INC.
FINANCIAL HIGHLIGHTS--CLASS C SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

   
The following table has been audited by Arthur Andersen LLP, the Fund's
independent public accountants. Their report, dated May 13, 1994, on the Fund's
Financial Statements for the year ended March 31, 1994, and on the following
table for the period presented, is included in the Annual Report, which is
incorporated by reference. This table should be read in conjunction with the
Fund's financial statements and notes thereto, which may be obtained from the
Fund.
    

<TABLE>
<CAPTION>
                                                                                                      YEAR ENDED
                                                                                                       MARCH 31,
                                                                                                        1994**
<S>                                                                                                 <C>
- --------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                   $   11.18
- --------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------------------
  Net investment income                                                                                     0.92
- --------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                   (0.23)
- --------------------------------------------------------------------------------------------------  ---------------
  Total from investment operations                                                                          0.69
- --------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                     (0.88)
- --------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, END OF PERIOD                                                                         $   10.99
- --------------------------------------------------------------------------------------------------  ---------------
TOTAL RETURN*                                                                                               6.23%
- --------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------------------
  Expenses                                                                                                  1.99%(a)
- --------------------------------------------------------------------------------------------------
  Net investment income                                                                                     8.54%(a)
- --------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement(b)                                                                           0.05%(a)
- --------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                              $  24,360
- --------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                     76%
- --------------------------------------------------------------------------------------------------
</TABLE>

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

 ** Reflects operations for the period from April 30, 1993 (date of initial
    public offering) to March 31, 1994.

(a) Computed on an annualized basis.

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

Further information about the Fund's performance is contained in the Fund's
annual report dated March 31, 1994, which can be obtained free of charge.


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

   
STANDARD & POOR'S RATINGS GROUP CORPORATE BOND RATINGS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. 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 effect 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.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB-rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB- rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC-debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless S&P believes that such payments
will be made during such grace period. The D rating also will be used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.


MOODY'S INVESTORS SERVICE, INC., CORPORATE 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.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

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

PRIME-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 structure with moderate reliance on debt and
       ample asset protection.

     . Broad margins in earning coverage of fixed financial charges and high
       internal cash generation.

     . Well-established access to a range of financial markets and assured
       sources of alternate liquidity.

PRIME-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.

   
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 as for
issues designated A-1.

FITCH INVESTORS SERVICE, INC., COMMERCIAL PAPER RATINGS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.


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

<TABLE>
<S>                 <C>                                                  <C>
Liberty High Income Bond Fund, Inc.
                    Class B 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                                P.O. Box 8604
                    Trust Company                                        Boston, Massachusetts 02266-8604
- -------------------------------------------------------------------------------------------------------------------

Transfer Agent and Dividend Disbursing Agent
                    Federated Services Company                           Federated Investors Tower
                                                                         Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Houston, Houston & Donnelly                          2510 Centre City Tower
                                                                         Pittsburgh, Pennsylvania 15222
- -------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin, L.L.P.                   2101 L Street, N.W.
                                                                         Washington, D.C. 20037
- -------------------------------------------------------------------------------------------------------------------

   
Independent Public Accountants
                    Arthur Andersen LLP                                  2100 One PPG Place
                                                                         Pittsburgh, Pennsylvania 15222
    
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

LIBERTY HIGH INCOME
BOND FUND, INC.
CLASS B SHARES
PROSPECTUS

An Open-End, Diversified
Management Investment Company

   
September 27, 1994
    

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

       LIBERTY CENTER
       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

   
       530565407
       8062805A-B (9/94)
    



                     LIBERTY HIGH INCOME BOND FUND, INC.
                                CLASS A SHARES
                                CLASS B SHARES
                                CLASS C SHARES
                 COMBINED STATEMENT OF ADDITIONAL INFORMATION

   
     This Combined Statement of Additional Information should be read with
     the respective prospectuses of Class A Shares and Class C Shares of
     Liberty High Income Bond Fund, Inc. (the "Fund"), dated July 31, 1994,
     and for Class B Shares of the Fund dated September 27, 1994. This
     Combined Statement is not a prospectus itself. To receive a copy of
     any of the prospectuses, write or call the Fund.
    

     LIBERTY CENTER
     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

   
                       Statement dated September 27, 1994
    

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


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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES                                              1
- ---------------------------------------------------------------

  Types of Investments                                                         1
  When-Issued and Delayed Delivery
     Transactions                                                              1
  Temporary Investments                                                        2
  Lending of Portfolio Securities                                              2
  Portfolio Turnover                                                           2
  Investment Limitations                                                       3

THE FUNDS                                                                      5
- ---------------------------------------------------------------

  Fund Ownership                                                               6

INVESTMENT ADVISORY SERVICES                                                   6
- ---------------------------------------------------------------

  Adviser to the Fund                                                          6
  Advisory Fees                                                                6

ADMINISTRATIVE SERVICES                                                        6
- ---------------------------------------------------------------

   
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT                                   7
- ---------------------------------------------------------------
    

BROKERAGE TRANSACTIONS                                                         7
- ---------------------------------------------------------------

PURCHASING SHARES                                                              7
- ---------------------------------------------------------------

  Distribution of Shares                                                       7
  Distribution and Shareholder Services Plans                                  7
  Conversion to Federal Funds                                                  8
  Purchases by Sales Representatives,
     Fund Directors, and Employees                                             8

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

  Determining Market Value of Securities                                       8

REDEEMING SHARES                                                               8
- ---------------------------------------------------------------

  Redemption in Kind                                                           8

TAX STATUS                                                                     9
- ---------------------------------------------------------------

  The Fund's Tax Status                                                        9
  Shareholders' Tax Status                                                     9

TOTAL RETURN                                                                   9
- ---------------------------------------------------------------

YIELD                                                                          9
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS                                                       10
- ---------------------------------------------------------------

FINANCIAL STATEMENTS                                                          11
- ---------------------------------------------------------------



GENERAL INFORMATION ABOUT THE FUND
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The Fund was incorporated under the laws of the State of Maryland on October 14,
1977. On April 29, 1993, the shareholders of the Fund voted to permit the Fund
to offer separate series and classes of shares.

Shares of the Fund are offered in three classes known as Class A Shares, Class B
Shares, and Class C Shares (individually and collectively referred to as
"Shares" as the context may require). This Combined Statement of Additional
Information relates to all three classes of the above-mentioned Shares.

INVESTMENT OBJECTIVE AND POLICIES
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The Fund's investment objective is to seek high current income by investing
primarily in a diversified portfolio of professionally managed fixed income
securities. Some of these fixed income securities may involve equity features.
Capital growth will be considered, but only when consistent with the investment
objective of high current income. The investment objective cannot be changed
without approval of shareholders.

TYPES OF INVESTMENTS

The Fund invests in lower-rated fixed income bonds which may include:

. preferred stocks;

. bonds;

. debentures;

. notes;

. equipment lease certificates; and

. equipment trust certificates.

     CORPORATE DEBT SECURITIES

   
       Corporate debt securities may bear fixed, fixed and contingent, or
       variable rates of interest. They may involve equity features such as
       conversion or exchange rights, warrants for the acquisition of common
       stock of the same or a different issuer, participations based on
       revenues, sales or profits, or the purchase of common stock in a unit
       transaction (where corporate debt securities and common stock are offered
       as a unit). Equipment lease or trust certificates are secured obligations
       issued in serial form, usually sold by transportation companies such as
       railroads or airlines, to finance equipment purchases. The certificate
       holders own a share of the equipment, which can be resold if the issuer
       of the certificate defaults.
    

     EQUITY SECURITIES

       Generally, less than 10% of the value of the Fund's total assets will be
       invested in equity securities, including common stocks, warrants, or
       rights. The Fund's investment adviser may choose to exceed this 10%
       limitation if unusual market conditions suggest such investments
       represent a better opportunity to reach the Fund's investment objective.

     RESTRICTED SECURITIES

       The Fund expects that any restricted securities would be acquired either
       from institutional investors who originally acquired the securities in
       private placements or directly from the issuers of the securities in
       private placements. Restricted securities are generally subject to legal
       or contractual delays on resale.

       Restricted securities and securities that are not readily marketable may
       sell at a discount from the price they would bring if freely marketable.
       The Fund may invest up to 10% of its net assets in these securities.

   
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 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.

These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the Fund
sufficient to make payment for the securities to be purchased are segregated on
the Fund's records at the trade date. These assets are marked to market daily
and are maintained until the transaction has been settled.
    

TEMPORARY INVESTMENTS

The Fund may also invest in temporary investments from time to time for
defensive purposes.

     CERTIFICATES OF DEPOSIT

       The Fund may invest in certificates of deposit of domestic and foreign
       banks and savings and loans if they have capital, surplus, and undivided
       profits of over $100,000,000, or if the principal amount of the
       instrument is insured by the Federal Deposit Insurance Corporation. These
       instruments may include Eurodollar Certificates of Deposit issued by
       foreign branches of U.S. or foreign banks, Eurodollar Time Deposits which
       are U.S. dollar-denominated deposits in foreign branches of U.S. or
       foreign banks, Canadian Time Deposits which are U.S. dollar-denominated
       deposits issued by branches of major Canadian banks located in the United
       States, and Yankee Certificates of Deposit which are U.S. dollar-
       denominated certificates of deposit issued by U.S. branches of foreign
       banks and held in the United States.

     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. The
       Fund or its custodian will take possession of the securities subject to
       repurchase agreements, and these securities will be marked to market
       daily. 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 or other recognized financial
       institutions such as broker/dealers which are deemed by the Fund's
       adviser to be creditworthy, pursuant to guidelines established by the
       Board of Directors (the "Directors").

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or cash equivalent collateral to the borrower or
placing broker. The Fund does not have the right to vote securities on loan, but
would terminate the loan and regain the right to vote if that were considered
important with respect to the investment.

PORTFOLIO TURNOVER

The Fund does not intend to engage in substantial short-term trading; however,
it may from time to time sell portfolio securities without regard to the time
they have been held (i) to take advantage or short-term differentials in yields
or in market value, (ii) to take advantage of new investment opportunities,
(iii) because of changes in creditworthiness or (iv) in an attempt to preserve
gains or limit losses. Similarly, efforts to minimize any perceived risk in an
individual portfolio security may result in greater portfolio turnover than
would otherwise be the case in a portfolio of high rated securities. A high
portfolio turnover will result in increased transaction costs to the Fund. The
Fund will not attempt to achieve or be limited by a predetermined rate of
portfolio turnover since turnover is incidental to transactions undertaken with
a view to achieving the Fund's investment objective. For the fiscal years ended
March 31, 1994 and 1993, the portfolio turnover rates were 76% and 49%,
respectively.

INVESTMENT LIMITATIONS

     BUYING ON MARGIN

       The Fund will not purchase any securities on margin but may obtain such
       short-term credits as may be necessary for the clearance of transactions.

     BORROWING MONEY

       The Fund will not borrow money except as a temporary measure for
       extraordinary or emergency purposes and then only from banks and only in
       amounts not in excess of 5% of the value of its net assets, taken at the
       lower of cost or market.

       In addition, to meet redemption requests without immediately selling
       portfolio securities, the Fund may borrow up to one-third of the value of
       its total assets (including the amount borrowed) less its liabilities
       (not including borrowings, but including the current fair market value of
       any securities carried in open short positions). This practice is not for
       investment leverage but solely 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.

       If, due to market fluctuations or other reasons, the value of the Fund's
       assets falls below 300% of its borrowings, it will reduce its borrowings
       within three business days.

       No more than 10% of the value of the Fund's total assets at the time of
       providing such security may be used to secure borrowings.

     INVESTING IN FOREIGN SECURITIES

       The Fund may invest indirectly in the securities of foreign issuers,
       which may include Eurodollar Certificates of Deposits issued by foreign
       branches of U.S. or foreign banks, Eurodollar Time Deposits which are
       U.S. dollar-denominated deposits in foreign branches of U.S. or foreign
       banks, Canadian Time Deposits which are U.S. dollar-denominated deposits
       issued by branches of major Canadian banks located in the United States,
       and Yankee Certificates of Deposit which are U.S. dollar-denominated
       certificates of deposit issued by U.S. branches of foreign banks and held
       in the United States.

     INVESTMENT RISKS

       ECDs, ETDs, Yankee CDs, Canadian Commercial Paper and Europaper are
       subject to somewhat different risks than domestic obligations of domestic
       issuers. Examples of these risks include international, economic, and
       political developments, foreign governmental restrictions that may
       adversely affect the payment of principal or interest, foreign
       withholding or other taxes on interest income, difficulties in obtaining
       or enforcing a judgment against the issuing bank, and the possible impact
       of interruptions in the flow of international currency transactions.
       Different risks may also exist for ECDs, ETDs, and Yankee CDs because the
       banks issuing these instruments, or their domestic or foreign branches,
       are not necessarily subject to the same regulatory requirements that
       apply to domestic banks, such as reserve requirements, loan limitations,
       examinations, accounting, auditing, and recordkeeping, and the public
       availability of information. These factors will be carefully considered
       by the Fund's adviser in selecting investments for the Fund.

     DIVERSIFICATION OF INVESTMENTS

       The Fund will not invest more than 5% of its total assets in the
       securities of any one issuer (except cash and cash instruments,
       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).

     INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       securities of companies, including their predecessors, that have been in
       operation for less than three years.

     INVESTING IN FOREIGN SECURITIES

       The Fund will not invest more than 5% of the value of its total assets in
       foreign securities which are not publicly traded in the United States.

     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
       marketable securities secured by real estate or interests in real estate,
       and it may invest in the marketable securities of companies investing or
       dealing in real estate.

     INVESTING IN COMMODITIES OR MINERALS

       The Fund will not purchase or sell commodities or commodity contracts or
       oil, gas, or other mineral exploration or development programs. However,
       it may invest in the marketable securities of companies investing in or
       sponsoring such programs.

     ISSUING SENIOR SECURITIES

       The Fund will not issue senior securities.

     MAKING LOANS

       The Fund will not make loans, except through the purchase or holding of
       securities in accordance with its investment objective, policies, and
       limitations and through repurchase agreements.

       The Fund may invest up to 5% of its total assets in repurchase agreements
       which mature more than seven days from the time they are entered into.

       The Fund may lend portfolio securities if the borrower provides 100% cash
       collateral in the form of cash or U.S. government securities. This
       collateral must be valued daily and should the market value of the loaned
       securities increase, the borrower must furnish additional collateral. The
       Fund retains the right to any dividends, interest, or other distribution
       paid on the securities and any increase in their market value. Loans will
       be subject to termination at the option of the Fund or the borrower.

     INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND DIRECTORS
     OF THE FUND

       The Fund will not purchase or retain the securities of any issuer if the
       officers and Directors 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. This limitation does not apply
       to the Fund's securities.

     PURCHASING RESTRICTED SECURITIES

       The Fund will not invest more than 10% of its net assets in securities
       subject to restrictions on resale under federal securities laws.

     DEALING IN PUTS AND CALLS

       The Fund will not write, purchase, or sell puts, calls, or any
       combination thereof.

     PURCHASING SECURITIES OF OTHER INVESTMENT COMPANIES

       The Fund will not purchase securities of other investment companies,
       except purchases in the open market involving only customary brokerage
       commissions and as a result of which not more than 5% of the value of its
       total assets would be invested in such securities, or except as part of a
       merger, consolidation, or other acquisition.

     SELLING SHORT

       The Fund will not make short sales of securities or maintain short
       positions, unless:

        during the time the short position is open, it owns an equal amount of
        the securities sold or securities readily and freely convertible into or
        exchangeable, without payment of additional consideration, for
        securities of the same issue as, and equal in amount to, the securities
        sold short; and

        not more than 10% of the Fund's net assets (taken at current value) is
        held as collateral for such sales at any one time.

     ACQUIRING SECURITIES

       The Fund will not purchase securities of a company for the purpose of
       exercising control or management. However, the Fund may invest in up to
       10% of the voting securities of any one issuer and may exercise its
       voting powers consistent with the best interests of the Fund. From time
       to time, the Fund,
       together with other investment companies advised by subsidiaries or
       affiliates of Federated Investors, may together buy and hold substantial
       amounts of a company's voting stock. All such stock may be voted
       together.

       In some such cases, the Fund and the other investment companies might
       collectively be considered to be in control of the company in which they
       have invested.

       In some cases, Directors, agents, employees, officers, or others
       affiliated with or acting for the Fund, its adviser, or affiliated
       companies might possibly become directors of companies in which the Fund
       holds stock.

     CONCENTRATION OF INVESTMENTS

       The Fund will not invest more than 25% of the value of its total assets
       in one industry. However, for temporary defensive purposes, the Fund may
       at times invest more than that percentage in:

      . cash and 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 shareholders
approval. The following limitation, however, may be changed by the Directors
without shareholder approval. Shareholders will be notified before any material
change in this limitation becomes effective.

     INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 15% of its net assets in illiquid
       securities, including restricted securities which the adviser believes
       cannot be sold within seven days.

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 make loans, borrow money, or sell securities short 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
warrants, nor will it 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."

THE FUNDS
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"The Funds" and "Funds" mean the following investment companies: American
Leaders Fund, Inc.; Annuity Management Series; Automated Cash Management Trust;
Automated Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co.
Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated
Intermediate Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
U.S. Government Bond Fund; First Priority Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government Securities,
Inc.; Government Income Securities, Inc.; High Yield Cash Trust; Insight
Institutional Series, Inc.; Insurance Management Series; Intermediate Municipal
Trust; International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund,
Inc.; Liberty Municipal Securities Fund, Inc.; Liberty Term Trust, Inc.--1999;
Liberty U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; Liquid
Cash Trust; Managed Series Trust; Mark Twain Funds; The Medalist Funds; Money
Market Management, Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds;
The Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst Funds;
The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted
Duration Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations; and World Investment
Series, Inc.
    

FUND OWNERSHIP

As of July 3, 1994, the following shareholder of record owned 5% or more of the
outstanding Class A Shares of the Fund: Merrill Lynch Pierce Fenner & Smith (as
record owner holding Shares for its clients), Jacksonville, Florida, owned
approximately 4,120,778 Shares (10.00%).

As of July 3, 1994, the following shareholder of record owned 5% or more of the
outstanding Class C Shares of the Fund: Merrill Lynch Pierce Fenner & Smith (as
record owner holding Shares for its clients), Jacksonville, Florida, owned
approximately 913,088 Shares (37.01%).

INVESTMENT ADVISORY SERVICES
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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 Fund or any shareholder 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 Fund.

ADVISORY FEES

For its advisory services, the Adviser receives an annual investment advisory
fee as described in the respective prospectuses. During the fiscal years ended
March 31, 1994, 1993, and 1992, the Adviser earned $3,435,904, $3,166,235, and
$2,958,432, respectively, which were reduced by $219,155, $307,320, and
$1,084,523, respectively, because of undertakings to limit the Fund's expenses.

     STATE EXPENSE LIMITATIONS

       The Adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1-1/2% per
       year of the remaining average net assets, the Adviser will reimburse the
       Fund for its expenses over the limitation.

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

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

ADMINISTRATIVE SERVICES
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Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectuses. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.
(For purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc., may
hereinafter collectively be referred to as the "Administrators.") For the fiscal
year ended March 31, 1994, the Administrators collectively earned $489,385, none
of which was waived. For the fiscal years ended March 31, 1993, and 1992,
Federated Administrative Services, Inc., earned $354,965, and $383,010,
respectively, none of which was waived. Dr. Henry J. Gailliot, an officer of the
Adviser, 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
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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
is based on the level of the Fund's average net assets for the period plus
out-of-pocket expenses.
    

BROKERAGE TRANSACTIONS
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The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the adviser
and may include:

. advice as to the advisability of investing in securities;

. security analysis and reports;

. economic studies;

. industry studies;

. receipt of quotations for portfolio evaluations; and

. similar services.

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

Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising certain 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.

For the fiscal years ended March 31, 1994, 1993, and 1992, the Fund paid total
brokerage commissions of $20,036, $27,625, and $28,482, respectively.

PURCHASING SHARES
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Except under certain circumstances described in the respective prospectuses,
Shares are sold at their net asset value (plus a sales load on Class A Shares
only) on days the New York Stock Exchange is open for business. The procedure
for purchasing Shares is explained in the respective prospectuses under
"Investing in Class A Shares," "Investing in Class B Shares," and "Investing in
Class C Shares."

DISTRIBUTION OF SHARES

Federated Securities Corp. is the principal distributor for Shares. For the
fiscal years ended March 31, 1994, 1993, and 1992, the distributor was paid
$1,541,594, $1,771,847, and $879,247, respectively. During the same periods, the
distributor retained $182,628, $271,723, and $179,626, respectively, after
dealer concessions.

DISTRIBUTION AND SHAREHOLDER SERVICES PLANS

As explained in the respective prospectuses, with respect to the Shares of the
Fund, the Fund has adopted a Shareholder Services Plan, and, with respect to
Class B Shares and Class C Shares, the Fund has adopted a Distribution Plan.
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 Directors 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 objective. By identifying potential
investors whose needs are served by the Fund's objective and properly servicing
these accounts, it may be possible to curb sharp fluctuations in rates of
redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.


For the fiscal period ending March 31, 1994, payments in the amount of $85,860
were made by Class C Shares pursuant to the Distribution Plan. In addition, for
this period, payments in the amounts of $792,058 were made pursuant to the
Shareholder Services Plan.

CONVERSION TO FEDERAL FUNDS

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

PURCHASES BY SALES REPRESENTATIVES, FUND DIRECTORS, AND EMPLOYEES

Directors, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp., and their spouses and
children under 21, may buy Shares at net asset value without a sales load and
are not subject to a contingent deferred sales charge to the extent the
financial institution through which the Shares are sold agrees to waive any
initial payment to which it might otherwise be entitled. Shares may also be sold
without sales charges 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
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Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund
are described in the respective prospectuses.

DETERMINING MARKET VALUE OF SECURITIES

Market value of the Fund's portfolio securities are determined as follows:

. according to the last sale price on a national securities exchange, if
  available;

. for most short-term obligations, according to the average of the last offer to
  buy and the last offer to sell the security, as provided by independent
  pricing services;

. for short-term obligations, according to the prices as furnished by an
  independent pricing service or at fair value as determined in good faith by
  the Directors; or

. for short-term obligations with remaining maturities of 60 days or less at the
  time of purchase, at amortized cost.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider yield, quality, coupon
rate, maturity, type of issue, trading characteristics, and other market data.

REDEEMING SHARES
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The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Shareholder redemptions may be subject to a
contingent deferred sales charge. Redemption procedures are explained in the
respective prospectuses under "Redeeming Class A Shares," "Redeeming Class B
Shares," or "Redeeming Class C Shares." Although the transfer agent does not
charge for telephone redemptions, it reserves the right to charge a fee for the
cost for the wire-transferred redemptions of less than $5,000.

REDEMPTION IN KIND

Although the Fund intends to redeem Shares in cash, it reserves the right under
certain circumstances to pay the redemption price, in whole or in part, by a
distribution of securities from the Fund's portfolio.

Redemption in kind will be made in conformity with applicable Securities and
Exchange Commission rules, taking such securities at the same value employed in
determining net asset value and selecting the securities in a manner the
Directors determine to be fair and equitable.

The Fund has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Fund is obligated to redeem Shares for any shareholder
in cash up to the lesser of $250,000 or 1% of a class of Shares' net asset value
during any 90-day period.

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
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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, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:

. derive at least 90% of its gross income from dividends, interest, and gains
  from the sale of securities;

. derive less than 30% of its gross income from the sale of securities held less
  than three months;

. invest in securities within certain statutory limits; and

. distribute to its shareholders at least 90% of its net income earned during
  the year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares. The Fund's dividends, and any short-term
capital gains, are taxable as ordinary income.

     CAPITAL GAINS

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

       . the availability of higher relative yields;

       . differentials in market values;

       . new investment opportunities;

       . changes in creditworthiness of an issuer; or

       . an attempt to preserve gains or limit losses.

       Distributions of long-term capital gains are taxed as such, whether they
       are taken in cash or reinvested, and regardless of the length of time the
       shareholder has owned the Shares. Any loss by a shareholder on 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 Class A Shares for the one-year,
five-year and ten-year periods ended March 31, 1994, were 2.94%, 11.90%, and
12.00%, respectively.

The Fund's cumulative total return for Class C Shares for the period from April
30, 1993 (date of initial public offering) to March 31, 1994, was 5.17%.

The average annual total return for all classes of Shares of the Fund is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the offering price per Share at the end of the period. The
number of Shares owned at the end of the period is based on the number of Shares
purchased at the beginning of the period with $1,000, less any applicable sales
load, adjusted over the period by any additional Shares, assuming a quarterly
reinvestment of all dividends and distributions. Any applicable contingent
deferred sales charge is deducted from the ending value of the investments based
on the lesser of the original purchase price or the offering price of Shares
redeemed.

Cumulative total return reflects the Class C Shares' total performance over a
specific period of time. This total return assumes and is reduced by the payment
of the maximum sales load, if applicable. The Class C Shares' total return is
representative of only eleven months of investment activity since the start of
performance.

YIELD
- --------------------------------------------------------------------------------

The Fund's yields for Class A Shares and Class C Shares were 8.66% and 8.31%,
respectively, for the thirty-day period ended March 31, 1994.

The yield for all classes of Shares of the Fund is determined by dividing the
net investment income per Share (as defined by the SEC) earned by any class of
Shares over a thirty-day period by the maximum offering price per Share of any
class of Shares 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 any class of Shares because of
certain adjustments required by the SEC 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, the performance will be reduced for those shareholders paying those
fees.

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

The Fund's performance of each class of Shares depends upon such variables as:

. portfolio quality;

. average portfolio maturity;

. type of instruments in which the portfolio is invested;

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

. changes in the Fund's or a class of Shares' expenses; and

. various other factors.

A class of Shares' 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:

.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 high current yield
 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.

.LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) INDEX is comprised of
 approximately 5,000 issues which include: non-convertible bonds publicly issued
 by the U.S. government or its agencies; corporate bonds guaranteed by the U.S.
 government and quasi-federal corporations; and publicly issued, fixed-rate,
 non-convertible domestic bonds of companies in industry, public utilities, and
 finance. The average maturity of these bonds approximates nine years. Tracked
 by Lehman Brothers, Inc., the index calculates total returns for one-month,
 three-month, twelve-month, and ten-year periods and year-to-date.

.LEHMAN BROTHERS GOVERNMENT/CORPORATE (LONG-TERM) INDEX is composed of the same
 types of issues as defined above. However, the average maturity of the bonds
 included on this index approximates 22 years.

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

From time to time, the Fund may advertise the performance of any class of Shares
using charts, graphs, and descriptions, compared to federally insured bank
products, including certificates of deposit and time deposits, and to money
market funds using the Lipper Analytical Services money market instruments
average.

Advertisements may quote performance information which does not reflect the
effect of a sales load or contingent deferred sales charge, as applicable.


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The financial statements for the fiscal year ended March 31, 1994, are
incorporated herein by reference to the annual report of the Fund dated March
31, 1994 (File No. 811-2782). A copy of the report may be obtained without
charge by contacting the Fund.

   
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