FEDERATED ARMS FUND
N-30D, 1995-10-27
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FEDERATED ARMs FUND
- --------------------------------------------------------------------------------

              ANNUAL REPORT FOR FISCAL YEAR ENDED AUGUST 31, 1995

    MANAGEMENT DISCUSSION AND ANALYSIS

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

        Federated  ARMs Fund provides shareholders with a professionally managed
    portfolio consisting primarily of  U.S. Government adjustable mortgage  rate
    securities  ("ARMs"). The fund is  managed for a short  duration of 1.5 to 2
    years.  Current  investment  strategy  emphasizes  a  diversified  range  of
    adjustable  rate  mortgage securities  with  coupons averaging  7.45%  and a
    weighted average  modified  duration of  1.75  years. The  fund's  portfolio
    targets a volatility level similar to a two-year U.S. Treasury note.

        During  the annual reporting period,  interest rates declined marginally
    in the one and two year area of the yield curve. The economic data over  the
    twelve  months could best be described as  mixed. Based upon movement in the
    U.S. Treasury market  during this  time period the  bias was  to ignore  the
    strong  economic  data in  favor  of the  weaker  data. The  weaker economic
    numbers in combination with the prospect  for real cuts in fiscal  spending,
    or at least in the growth of fiscal spending, was responsible for the strong
    bond market's performance.

        ARMs  performed well  versus U.S.  Treasury securities  during the first
    quarter, but  underperformed  during the  second  quarter due  to  increased
    prepayment  and interest  rate volatility  levels. Given  the more  than 150
    basis  point  decline  in  one-year  and  ten-year  U.S.  Treasury   yields,
    homeowners took advantage of the opportunity to lock in fixed rate mortgages
    that  were  equal  to  or  below  their  upward  resetting  adjustable  rate
    mortgages.

        In order  to  mitigate  prepayment  risk in  the  Federated  ARMs  Fund,
    securities  with  the  risk of  high  prepayment potential  were  sold while
    seasoned  ARMs  paper  with  "burned  out"  characteristics  was   retained.
    Homeowners who originated their adjustable rate mortgages in the late 1980's
    have  experienced several refinancing  opportunities and those  who have not
    refinanced have  a  lower  probability  of  doing  so  in  the  future.  The
    prepayment experience to date has proven this theory.

        Going  forward,  the  outlook  for  the  ARMs  market  from  a technical
    standpoint appears  positive.  The flattening  yield  curve should  cause  a
    further  shift  of  mortgage  origination  into  fixed  rate  mortgages from
    adjustable  rate  mortgages.  The   declining  supply  of  adjustable   rate
    securities   would  help  to  tighten   spreads.  Adjustable  rate  mortgage
    origination currently accounts  for 25%  of the  total mortgage  origination
    versus 59% at the beginning of the year.

        As  of August 31, 1995,  the fund recorded net  assets of $992.2 million
    with an average 30-day  yield as calculated under  SEC guidelines of  6.30%*
    for Institutional Shares and 6.04%* for Institutional Service Shares, upon a
    net  asset value  of $9.65.  The fund's total  return for  the twelve months
    ended August 31, 1995,  was 6.21%* for the  Institutional Shares and  5.94%*
    for the Institutional Service Shares compared to 6.48% for the Merrill Lynch
    1-Year  Treasury  Index**,  7.55%  for  the  Merrill  Lynch  2-Year Treasury
    Index**, and  1.34% for  the Lipper  ARM  Fund Average.  The fund  is  rated
    AAAf/aa+ for credit quality by Standard & Poor's Ratings Group,** and Aaa by
    Moody's  Investors Service, Inc.,**  and will continue  to strive to provide
    monthly cash flow and daily liquidity while seeking competitive yields.

  *PERFORMANCE QUOTED  REPRESENTS  PAST PERFORMANCE  AND  IS NOT  INDICATIVE  OF
   FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE, SO THAT
   AN  INVESTOR'S  SHARES, WHEN  REDEEMED MAY  BE  WORTH MORE  OR LESS  THAN THE
   ORIGINAL COST.

 **INDICES, UNLIKE MUTUAL FUNDS, ARE UNMANAGED.

***THESE RATINGS ARE OBTAINED AFTER STANDARD & POOR'S RATINGS GROUP AND  MOODY'S
   INVESTORS  SERVICE,  INC.  EVALUATE  A  NUMBER  OF  FACTORS  INCLUDING CREDIT
   QUALITY, MARKET PRICE  EXPOSURE AND  MANAGEMENT. THEY  MONITOR THE  PORTFOLIO
   WEEKLY FOR DEVELOPMENTS THAT COULD CAUSE CHANGES IN RATINGS.

FEDERATED ARMs FUND (INSTITUTIONAL SHARES)
- --------------------------------------------------------------------------------

               GROWTH OF $25,000 INVESTED IN FEDERATED ARMS FUND
                             (INSTITUTIONAL SHARES)

    The  graph  below  illustrates  the hypothetical  investment  of  $25,000 in
Federated ARMs Fund (Institutional  Shares) (the "Fund")  from December 3,  1985
(start  of performance) to August 31, 1995,  compared to the Lehman Brothers 1-3
Year Government  Bond Index  (LB1-3GBI)+, the  Lehman Brothers  Adjustable  Rate
Mortgage  Index (LBARMI)+, and the Lipper Adjustable Rate Mortgage Funds Average
(LARMFA)++.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

SEE APPENDIX A FOR GRAPH DISCRIPTIONS
<TABLE>
<CAPTION>
              FEDERATED ARMS FUND (INSTITUTIONAL
                            SHARES)                    LB 1-3 GBI    LB ARM I      LARMFA
<S>        <C>                                        <C>           <C>          <C>
12/3/85                                      $25,000       $25,000
8/31/86                                       26,541        27,523
8/31/87                                       25,923        28,192
8/31/88                                       27,759        30,729
8/31/89                                       31,993        33,655
8/31/90                                       32,774        36,717
8/31/91                                       37,931        40,742
8/31/92                                       42,184        44,836       42,441      42,095
8/31/93                                       44,218        47,338       45,102      43,993
8/31/94                                       44,653        48,143       45,463      44,147
8/31/95                                       47,428        51,715       49,200      44,739
</TABLE>


        AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED AUGUST 31, 1995
<TABLE>
<S>                                                                          <C>
1 Year.....................................................................      6.21%
5 Year.....................................................................      7.67%
Start of Performance (12/3/85).............................................      6.79%
</TABLE>


PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED THEY MAY BE WORTH
MORE OR  LESS  THAN ORIGINAL  COST.  MUTUAL FUNDS  ARE  NOT OBLIGATIONS  OF,  OR
GUARANTEED BY, ANY BANK AND ARE NOT FEDERALLY INSURED.

THIS  REPORT  MUST BE  PRECEDED OR  ACCOMPANIED BY  THE FUND'S  PROSPECTUS DATED
OCTOBER 31, 1995, AND, TOGETHER WITH THE FINANCIAL STATEMENTS CONTAINED THEREIN,
CONSTITUTES THE FUND'S ANNUAL REPORT.

* The  Fund's  performance  assumes  the  reinvestment  of  all  dividends   and
  distributions.  The LB1-3GBI, LBARMI and LARMFA  have been adjusted to reflect
  reinvestment of dividends on securities in the indices and average.

** The  Fund  changed  its  investment   policy  from  investing  primarily   in
   intermediate and long-term U.S. Treasury securities to investing primarily in
   adjustable  rate U.S.  government mortgage securities,  effective January 20,
   1992.

***For this illustration, the LBARMI and  the LARMFA began their performance  on
   January  31, 1992, in conjunction with the change in investment policy of the
   Fund. The indices have been assigned a beginning value of $40,720, the  value
   of the Fund on January 31, 1992.

+ The LB1-3GBI and the LBARMI are not adjusted to reflect sales loads, expenses,
  or other fees that the SEC requires to be reflected in the Fund's performance.
  The indices are unmanaged.

++ The LARMFA represents the average of the total returns reported by all of the
   mutual  funds designated by Lipper Analytical  Services, Inc. as falling into
   the category, and is not adjusted to reflect any sales loads. However,  these
   total  returns  are reported  net  of expenses  or  other fees  that  the SEC
   requires to be reflected in a fund's performance.

FEDERATED ARMs FUND (INSTITUTIONAL SERVICE SHARES)
- --------------------------------------------------------------------------------

               GROWTH OF $25,000 INVESTED IN FEDERATED ARMS FUND
                         (INSTITUTIONAL SERVICE SHARES)

    The graph below illustrates  the hypothetical investment  of $25,000 in  the
Federated  ARMs Fund (Institutional Service Shares)  (the "Fund") from April 25,
1992 (start of performance) to August 31, 1995, compared to the Lehman  Brothers
1-3  Year Government Bond Index (LB1-3GBI)+, the Lehman Brothers Adjustable Rate
Mortgage Index (LBARMI)+, and the Lipper Adjustable Rate Mortgage Funds  Average
(LARMFA)++.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
              FEDERATED ARMS FUND (INSTITUTIONAL SERVICE
                                SHARES)                        LB 1-3 GBI    LB ARM I      LARMFA
<S>        <C>                                                <C>           <C>          <C>
4/25/92                                              $25,000       $25,000      $25,000     $25,000
8/31/92                                               25,565        25,989       25,817      25,543
8/31/93                                               26,731        27,439       27,436      26,694
8/31/94                                               26,929        27,906       27,655      26,788
8/31/95                                               28,530        29,977       29,929      27,147
</TABLE>


        AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD ENDED AUGUST 31, 1995
<TABLE>
<S>                                                                         <C>
1 Year....................................................................        5.94%
Start of Performance (4/25/92)............................................        4.02%
</TABLE>


PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED THEY MAY BE WORTH
MORE  OR  LESS THAN  ORIGINAL  COST. MUTUAL  FUNDS  ARE NOT  OBLIGATIONS  OF, OR
GUARANTEED BY, ANY BANK AND ARE NOT FEDERALLY INSURED.

THIS REPORT  MUST BE  PRECEDED OR  ACCOMPANIED BY  THE FUND'S  PROSPECTUS  DATED
OCTOBER 31, 1995, AND, TOGETHER WITH THE FINANCIAL STATEMENTS CONTAINED THEREIN,
CONSTITUTES THE FUND'S ANNUAL REPORT.

 *The   Fund's  performance  assumes  the  reinvestment  of  all  dividends  and
  distributions. The  LB1-3GBI, LBARMI,  and the  LARMFA have  been adjusted  to
  reflect reinvestment of dividends on securities in the indices and average.

 +The LB1-3GBI and the LBARMI are not adjusted to reflect sales loads, expenses,
  or other fees that the SEC requires to be reflected in the Fund's performance.
  The indices are unmanaged.

++The  LARMFA represents the average of the total returns reported by all of the
  mutual funds designated by  Lipper Analytical Services,  Inc. as falling  into
  the  category, and is not adjusted to  reflect any sales loads. However, these
  total returns are reported net of expenses or other fees that the SEC requires
  to be reflected in a fund's performance.

   [LOGO]
     ---------------------------------------------------------------------------
     Distributor
     Cusip 314082108
     Cusip 314082207
     G00567-01 ARS (10/95)                                             [LOGO]
                                                                        RECYCLED
                                                                        PAPER


- --------------------------------------------------------------------------------
    FEDERATED ARMs FUND
    INSTITUTIONAL SHARES
     PROSPECTUS

     The   Institutional  Shares  offered   by  this  prospectus  represent
     interests in a  diversified portfolio  of securities  (the "Fund")  of
     Federated ARMs Fund (the "Trust"). The Trust is an open-end management
     investment company (a mutual fund).

     The  investment objective  of the  Fund is  to provide  current income
     consistent with minimal volatility of principal. The Fund concentrates
     at least  65% of  the value  of  its total  assets in  adjustable  and
     floating  rate  mortgage  securities  ("ARMs")  which  are  issued  or
     guaranteed as  to  payment  of  principal and  interest  by  the  U.S.
     government, its agencies or instrumentalities.

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

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


     The Fund has also filed a Combined Statement of Additional Information
     for  Institutional  Shares  and  Institutional  Service  Shares  dated
     October  31, 1995,  with the  Securities and  Exchange Commission. The
     information  contained  in  the   Combined  Statement  of   Additional
     Information is incorporated by reference into this prospectus. You may
     request  a copy of  the Combined Statement  of Additional Information,
     which is in paper form only, or a paper copy of this prospectus if you
     have received  your  prospectus  electronically,  free  of  charge  by
     calling  1-800-235-4669.  To  obtain  other  information  or  to  make
     inquiries about the Fund,  contact the Fund at  the address listed  in
     the back of this prospectus.


     THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY  OF THIS PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


     Prospectus dated October 31, 1995


TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SHARES                                         2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Investment Limitations                         8
TRUST INFORMATION                                9
- --------------------------------------------------
  Management of the Trust                        9
  Distribution of Institutional Shares          10
  Administration of the Fund                    11
  Expenses of the Fund and
    Institutional Shares                        11
NET ASSET VALUE                                 12
- --------------------------------------------------
INVESTING IN INSTITUTIONAL SHARES               12
- --------------------------------------------------
  Share Purchases                               12
  Minimum Investment Required                   13
  What Shares Cost                              13
  Exchanging Securities for
    Institutional Shares                        13
  Subaccounting Services                        13
  Certificates and Confirmations                14
  Dividends                                     14
  Capital Gains                                 14

REDEEMING INSTITUTIONAL SHARES                  14
- --------------------------------------------------
  Telephone Redemption                          14
  Written Requests                              15
  Accounts with Low Balances                    15

SHAREHOLDER INFORMATION                         16
- --------------------------------------------------
  Voting Rights                                 16
  Massachusetts Partnership Law                 16

TAX INFORMATION                                 16
- --------------------------------------------------
  Federal Income Tax                            16
  Pennsylvania Corporate and Personal
    Property Taxes                              17

PERFORMANCE INFORMATION                         17
- --------------------------------------------------
OTHER CLASSES OF SHARES                         17
- --------------------------------------------------
FINANCIAL STATEMENTS                            19
- --------------------------------------------------
REPORT OF ERNST & YOUNG LLP,
  INDEPENDENT AUDITORS                          28
- --------------------------------------------------
ADDRESSES                                       29
- --------------------------------------------------
</TABLE>



                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                  INSTITUTIONAL SHARES
                            SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                            <C>        <C>
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)...................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)......................       None
Exchange Fee............................................................................       None

<CAPTION>

                               ANNUAL OPERATING EXPENSES
                        (As a percentage of average net assets)
<S>                                                                            <C>        <C>
Management Fee (after waiver) (1).......................................................      0.42%
12b-1 Fee...............................................................................       None
Total Other Expenses....................................................................      0.13%
  Shareholder Services Fee (after waiver) (2)................................      0.00%
        Total Operating Expenses (3)....................................................      0.55%
</TABLE>


(1) The management fee  has been reduced  to reflect the  voluntary waiver of  a
    portion  of the  management fee.  The adviser  can terminate  this voluntary
    waiver at any  time at its  sole discretion. The  maximum management fee  is
    0.60%.

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


(3)  The total operating expenses would have been 0.98% absent for the voluntary
    waivers of a portion of the management fee and the shareholder services fee.



    The purpose of  this table  is to assist  an investor  in understanding  the
various  costs and  expenses that  a shareholder of  the Fund  will bear, either
directly or indirectly. For more complete descriptions of the various costs  and
expenses,  see  "Investing  in Institutional  Shares"  and  "Trust Information."
Wire-transferred redemptions of less  than $5,000 may  be subject to  additional
fees.
<TABLE>
<CAPTION>
EXAMPLE                                                    1 YEAR     3 YEARS    5 YEARS   10 YEARS
- --------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                       <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and (2)
redemption at the end of each time period...............     $6         $18        $31        $69
</TABLE>


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

                                       1

FEDERATED ARMS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


Reference  is made to the Report of  Ernst & Young LLP, Independent Auditors, on
page 28.
<TABLE>
<CAPTION>
                                                                                YEAR ENDED AUGUST 31,
                                                              ---------------------------------------------------------
                                                                1995        1994         1993         1992       1991
- ------------------------------------------------------------  --------   ----------   ----------   ----------   -------
<S>                                                           <C>        <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                           $ 9.63      $ 9.98       $10.01       $ 9.67     $ 8.99
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                          0.56        0.45         0.50         0.63       0.69
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments         0.02       (0.35)       (0.03)        0.42       0.68
- ------------------------------------------------------------  --------      -----     ----------   ----------   -------
  Total from investment operations                               0.58        0.10         0.47         1.05       1.37
- ------------------------------------------------------------  --------      -----     ----------   ----------   -------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Distributions from net investment income                      (0.56)      (0.45)       (0.50)       (0.63)     (0.69)
- ------------------------------------------------------------
  Distributions from net realized gain on investment
  transactions                                                  --          --           --           (0.08)      --
- ------------------------------------------------------------  --------      -----     ----------   ----------   -------
Total distributions                                             (0.56)      (0.45)       (0.50)       (0.71)     (0.69)
- ------------------------------------------------------------  --------      -----     ----------   ----------   -------
NET ASSET VALUE, END OF PERIOD                                 $ 9.65      $ 9.63       $ 9.98       $10.01     $ 9.67
- ------------------------------------------------------------  --------      -----     ----------   ----------   -------
                                                              --------      -----     ----------   ----------   -------
TOTAL RETURN (b)                                                 6.21%       0.99%        4.82%       11.21%     15.73%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                       0.55%       0.55%        0.51%        0.51%      0.78%
- ------------------------------------------------------------
  Net investment income                                          5.74%       4.51%        4.97%        5.95%      7.36%
- ------------------------------------------------------------
  Expense waiver/ reimbursement (d)                              0.43%       0.14%        0.21%        0.32%      1.02%
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                     $856,500   $1,238,813   $2,669,888   $1,090,944   $30,330
- ------------------------------------------------------------
  Portfolio turnover                                              124%         65%          36%          38%       127%
- ------------------------------------------------------------

<CAPTION>
                                                                           YEAR ENDED AUGUST 31,
                                                              -----------------------------------------------
                                                               1990      1989      1988      1987     1986(a)
- ------------------------------------------------------------  -------   -------   -------   -------   -------
<S>                                                           <C>       <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 9.47    $ 8.88    $ 8.99    $ 9.98    $10.00
- ------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------
  Net investment income                                         0.71      0.72      0.73      0.78      0.62
- ------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments       (0.48)     0.59     (0.11)    (0.99)    (0.02)
- ------------------------------------------------------------  -------   -------   -------   -------   -------
  Total from investment operations                              0.23      1.31      0.62     (0.21)     0.60
- ------------------------------------------------------------  -------   -------   -------   -------   -------
LESS DISTRIBUTIONS
- ------------------------------------------------------------
  Distributions from net investment income                     (0.71)    (0.72)    (0.73)    (0.78)    (0.62)
- ------------------------------------------------------------
  Distributions from net realized gain on investment
  transactions                                                  --        --        --        --        --
- ------------------------------------------------------------  -------   -------   -------   -------   -------
Total distributions                                            (0.71)    (0.72)    (0.73)    (0.78)    (0.62)
- ------------------------------------------------------------  -------   -------   -------   -------   -------
NET ASSET VALUE, END OF PERIOD                                $ 8.99    $ 9.47    $ 8.88    $ 8.99    $ 9.98
- ------------------------------------------------------------  -------   -------   -------   -------   -------
                                                              -------   -------   -------   -------   -------
TOTAL RETURN (b)                                                2.45%    15.25%     7.09%    (2.33)%    6.16%
- ------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------
  Expenses                                                      0.78%     0.79%     0.75%     0.81%     0.96%(c)
- ------------------------------------------------------------
  Net investment income                                         7.62%     7.81%     8.10%     7.88%     9.84%(c)
- ------------------------------------------------------------
  Expense waiver/ reimbursement (d)                             1.02%     0.95%     1.18%     0.75%     1.50%(c)
- ------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------
  Net assets, end of period (000 omitted)                     $26,261   $25,574   $16,753    $7,405    $5,433
- ------------------------------------------------------------
  Portfolio turnover                                             170%       85%      125%      228%       89%
- ------------------------------------------------------------
</TABLE>




(a) Reflects operations  for the  period from December  3, 1985,  to August  31,
    1986.  For the  period from  the start  of business,  November 18,  1985, to
    December 2, 1985, net investment income aggregating $0.030 per share  ($300)
    was   distributed  to  the  Fund's  investment  adviser.  Such  distribution
    represented the  net investment  income of  the Fund  prior to  the  initial
    public offering of Fund shares, which commenced December 3, 1985.


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

(c) Computed on an annualized basis.

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

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

                                       2

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


The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated May 24, 1985. The Declaration of Trust permits the Trust to offer
separate series  of  shares of  beneficial  interest representing  interests  in
separate  portfolios  of securities.  The  shares in  any  one portfolio  may be
offered in separate classes. With respect to  this Fund, as of the date of  this
prospectus,  the Board of Trustees (the  "Trustees") has established two classes
of  shares,  Institutional  Shares   and  Institutional  Service  Shares.   This
prospectus relates only to Institutional Shares (the "Shares") of the Fund.



Shares  of  the  Fund  are  sold  primarily  to  accounts  for  which  financial
institutions act in a fiduciary or  agency capacity, and other accounts where  a
financial  institution maintains master accounts with an aggregate investment of
at least $400 million in certain  mutual funds which are advised or  distributed
by  affiliates  of  Federated  Investors.  Shares  are  also  made  available to
financial intermediaries, public, and private organizations. In addition, Shares
are designed  to  provide an  appropriate  investment for  particular  financial
institutions that are subject to government agency regulations, including credit
unions,  savings associations,  and national  banks. An  investment in  the Fund
serves as a  convenient means of  accumulating an interest  in a  professionally
managed,  diversified portfolio which invests  at least 65% of  the value of its
total assets in U.S. government  securities, all of which government  securities
will  be adjustable  and floating rate  mortgage securities which  are issued or
guaranteed as to payment of principal  and interest by the U.S. government,  its
agencies  or instrumentalities. A  minimum initial investment  of $25,000 over a
90-day period is required.



Shares are currently sold and redeemed at  net asset value without a sales  load
imposed by the Fund.


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

INVESTMENT OBJECTIVE

The  investment objective  of the Fund  is to provide  current income consistent
with minimal  volatility  of principal.  Current  income includes,  in  general,
discount  earned  on U.S.  Treasury bills  and  agency discount  notes, interest
earned on mortgage related securities and other U.S. government securities,  and
short-term  capital gains.  The investment  objective cannot  be changed without
approval of shareholders. The Fund  anticipates that it will experience  minimal
volatility  of principal  due to the  frequent adjustments to  interest rates on
adjustable and floating rate mortgage  securities which comprise the  portfolio.
Of  course, there  can be no  assurance that the  Fund will be  able to maintain
minimal  volatility  of  principal  or  that  it  will  achieve  its  investment
objective.  The Fund endeavors to achieve  its investment objective, however, by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

Except as otherwise noted,  the investment policies described  below may not  be
changed by the Trustees without shareholder approval.

                                       3

The  Fund will limit its investments to those that are permitted for purchase by
federal savings  associations  pursuant  to applicable  rules,  regulations,  or
interpretations of the Office of Thrift Supervision and by federal credit unions
under   the  Federal   Credit  Union  Act   and  the   rules,  regulations,  and
interpretations of the National Credit Union Administration (the "NCUA"). Should
additional permitted investments  be allowed as  a result of  future changes  in
applicable  regulations or  federal laws, the  Fund reserves  the right, without
shareholder approval,  to  make  such investments  consistent  with  the  Fund's
investment  objective,  policies,  and  limitations.  Further,  should  existing
statutes or regulations change so as to cause any securities held by the Fund to
become ineligible for purchase by federal savings associations or federal credit
unions, the Fund will dispose of  those securities at times advantageous to  the
Fund.

As  operated within the above limitations, and pursuant to the Fund's investment
policy, which  may  be  changed  without  shareholder  approval,  to  limit  its
investment  to securities that  are appropriate direct  investments for national
banks, the Fund will also serve as an appropriate vehicle for a national bank as
an investment for its own account.

ACCEPTABLE INVESTMENTS.  The Fund pursues its investment objective by  investing
at  least  65% of  the value  of its  total assets  in a  professionally managed
portfolio of U.S. government securities. As a matter of investment policy, which
may be  changed  without shareholder  approval,  all of  these  U.S.  government
securities  will be adjustable  and floating rate  mortgage securities which are
issued or  guaranteed  as to  payment  of principal  and  interest by  the  U.S.
government, its agencies or instrumentalities.

The  types  of mortgage  securities in  which  the Fund  may invest  include the
following:

    - adjustable rate mortgage securities;

    - collateralized mortgage obligations;

    - real estate mortgage investment conduits; and

    - other securities  collateralized  by  or representing  interests  in  real
      estate  mortgages whose interest rates reset at periodic intervals and are
      issued  or   guaranteed  by   the  U.S.   government,  its   agencies   or
      instrumentalities.

In  addition to  the securities  described above,  the Fund  may also  invest in
direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and
bonds, as well as obligations  of U.S. government agencies or  instrumentalities
which are not collateralized by or represent interests in real estate mortgages,
as described above.


The  Fund may also invest in mortgage  related securities, as defined in section
3(a)(41) of the Securities Exchange Act of 1934, as amended, which are issued by
private entities such as investment banking  firms and companies related to  the
construction industry. The privately issued mortgage related securities in which
the Fund may invest include:


    - privately issued securities which are collateralized by pools of mortgages
      in  which  each mortgage  is  guaranteed as  to  payment of  principal and
      interest by an agency or instrumentality of the U.S. government;

                                       4

    - privately issued securities which are collateralized by pools of mortgages
      in which payment of  principal and interest are  guaranteed by the  issuer
      and such guarantee is collateralized by U.S. government securities; and

    - other  privately issued securities  in which the  proceeds of the issuance
      are invested in mortgage  backed securities and  payment of the  principal
      and  interest are supported by the credit of any agency or instrumentality
      of the U.S. government.

The privately issued mortgage related securities provide for a periodic  payment
consisting  of  both  interest  and principal.  The  interest  portion  of these
payments will be distributed by the Fund as income, and the capital portion will
be reinvested.


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



ADJUSTABLE  RATE MORTGAGE SECURITIES  ("ARMs").  ARMs  are pass-through mortgage
securities with adjustable rather than fixed  interest rates. The ARMs in  which
the  Fund  invests  are  issued  by  Government  National  Mortgage  Association
("GNMA"), Federal National Mortgage Association ("FNMA"), and Federal Home  Loan
Mortgage Corporation ("FHLMC") and are actively traded. The underlying mortgages
which  collateralize ARMs  issued by  GNMA are  fully guaranteed  by the Federal
Housing Administration ("FHA")  or Veterans Administration  ("VA"), while  those
collateralizing  ARMs  issued  by  FHLMC  or  FNMA  are  typically  conventional
residential mortgages  conforming  to  strict  underwriting  size  and  maturity
constraints.



Unlike  conventional bonds, ARMs  pay back principal  over the life  of the ARMs
rather than at maturity.  Thus, a holder  of the ARMs, such  as the Fund,  would
receive  monthly scheduled  payments of principal  and interest  and may receive
unscheduled  principal  payments   representing  payments   on  the   underlying
mortgages.  At the time that a holder of the ARMs reinvests the payments and any
unscheduled prepayments of principal that it receives, the holder may receive  a
rate  of interest which is actually lower than  the rate of interest paid on the
existing ARMs. As a consequence, ARMs may be a less effective means of  "locking
in" long-term interest rates than other types of U.S. government securities.



Not  unlike  other U.S.  government securities,  the market  value of  ARMs will
generally vary inversely with changes in market interest rates. Thus, the market
value of ARMs generally  declines when interest rates  rise and generally  rises
when interest rates decline.



While  ARMs generally entail  less risk of  a decline during  periods of rapidly
rising rates, ARMs may  also have less potential  for capital appreciation  than
other   similar  investments  (e.g.,  investments  with  comparable  maturities)
because, as interest rates decline, the likelihood increases that mortgages will
be  prepaid.  Furthermore,  if  ARMs  are  purchased  at  a  premium,   mortgage
foreclosures  and unscheduled  principal payments may  result in some  loss of a
holder's principal investment to the extent of the premium paid. Conversely,  if
ARMs  are purchased at a discount, both  a scheduled payment of principal and an
unscheduled prepayment of principal would increase current and total returns and
would accelerate the  recognition of income,  which would be  taxed as  ordinary
income when distributed to shareholders.


                                       5

COLLATERALIZED  MORTGAGE  OBLIGATIONS  ("CMOs").    CMOs  are  bonds  issued  by
single-purpose,  stand-alone  finance  subsidiaries   or  trusts  of   financial
institutions,  government agencies, investment bankers,  or companies related to
the construction industry. CMOs purchased by the Fund may be:

    - collateralized by pools of mortgages in which each mortgage is  guaranteed
      as to payment of principal and interest by an agency or instrumentality of
      the U.S. government;

    - collateralized  by pools  of mortgages in  which payment  of principal and
      interest is guaranteed by the issuer and such guarantee is  collateralized
      by U.S. government securities; or

    - securities  in which the proceeds of the issuance are invested in mortgage
      securities and payment of the principal and interest are supported by  the
      credit of an agency or instrumentality of the U.S. government.

The  Fund will  only purchase  CMOs which  are investment  grade, as  rated by a
nationally recognized statistical rating organization.

REAL ESTATE MORTGAGE  INVESTMENT CONDUITS  ("REMICs).  REMICs  are offerings  of
multiple  class real estate  mortgage-backed securities which  qualify and elect
treatment as such  under provisions  of the  Internal Revenue  Code. Issuers  of
REMICs  may  take several  forms,  such as  trusts,  partnerships, corporations,
associations or a segregated pool of mortgages. Once REMIC status is elected and
obtained, the entity is not subject to federal income taxation. Instead,  income
is  passed through  the entity and  is taxed to  the person or  persons who hold
interests in the REMIC. A REMIC interest must consist of one or more classes  of
"regular interests," some of which may offer adjustable rates (the type in which
the  Fund primarily  invests), and  a single  class of  "residual interests." To
qualify as a REMIC,  substantially all of  the assets of the  entity must be  in
assets directly or indirectly secured principally by real property.

REGULATORY  COMPLIANCE.   In accordance  with the  Rules and  Regulations of the
NCUA, unless the purchase is made solely to reduce interest-rate risk, the  Fund
will  not invest in  any CMO or REMIC  security that meets  any of the following
three tests: (1) the CMO or REMIC  has an expected average life greater than  10
years;  (2) the average life of the CMO or REMIC extends by more than four years
assuming an immediate and  sustained parallel shift in  the yield curve of  plus
300  basis points, or shortens by more  than six years assuming an immediate and
sustained parallel shift in the  yield curve of minus  300 basis points; or  (3)
the  estimated change in the price of the CMO  or REMIC is more than 17%, due to
an immediate and sustained parallel  shift in the yield  curve of plus or  minus
300 basis points.

Neither  test (1)  nor (2) above  apply to  floating or adjustable  rate CMOs or
REMICs with all of the following  characteristics: (a) the interest rate of  the
instrument  is  reset at  least annually;  (b)  the interest  rate is  below the
contractual cap of the instrument; (c)  the instrument is tied to a  widely-used
market rate; and (d) the instrument varies directly (not inversely) and is reset
in proportion with the index's changes.

The  Fund may not purchase  a residual interest in a  CMO or REMIC. In addition,
the Fund will not purchase zero  coupon securities with maturities greater  than
10 years.

                                       6


RESETS.  The interest rates paid on the ARMs, CMOs, and REMICs in which the Fund
invests generally are readjusted or reset at intervals of one year or less to an
increment  over  some  predetermined interest  rate  index. There  are  two main
categories of indices: those based on U.S. Treasury securities and those derived
from a calculated measure, such as a cost of funds index or a moving average  of
mortgage  rates. Commonly  utilized indices  include the  one-year and five-year
constant maturity Treasury Note rates,  the three-month Treasury Bill rate,  the
180-day  Treasury  Bill  rate,  rates on  longer-term  Treasury  securities, the
National Median Cost  of Funds,  the one-month or  three-month London  Interbank
Offered  Rate (LIBOR), the  prime rate of  a specific bank,  or commercial paper
rates. Some indices, such as the one-year constant maturity Treasury Note  rate,
closely  mirror  changes in  market  interest rate  levels.  Others tend  to lag
changes in market rate levels and tend to be somewhat less volatile.



CAPS AND FLOORS.  The underlying  mortgages which collateralize the ARMs,  CMOs,
and  REMICs in which the Fund invests will frequently have caps and floors which
limit the maximum amount by which the loan rate to the residential borrower  may
change up or down: (1) per reset or adjustment interval and (2) over the life of
the  loan.  Some residential  mortgage  loans restrict  periodic  adjustments by
limiting changes  in  the borrower's  monthly  principal and  interest  payments
rather  than limiting  interest rate changes.  These payment caps  may result in
negative amortization.


The value of mortgage securities  in which the Fund  invests may be affected  if
market interest rates rise or fall faster and farther than the allowable caps or
floors on the underlying residential mortgage loans. An example of the effect of
caps  and floors  on a residential  mortgage loan  may be found  in the Combined
Statement of  Additional Information.  Additionally,  even though  the  interest
rates  on the underlying residential  mortgages are adjustable, amortization and
prepayments may occur, thereby causing the effective maturities of the  mortgage
securities in which the Fund invests to be shorter than the maturities stated in
the underlying mortgages.

TEMPORARY  INVESTMENTS.  For  defensive purposes only, the  Fund may also invest
temporarily in cash and money market instruments during times of unusual  market
conditions  and  to maintain  liquidity.  Money market  instruments  may include
obligations such as:

    - obligations of the U.S. government  or its agencies or  instrumentalities;
      and

    - repurchase agreements.

REPURCHASE  AGREEMENTS.  Repurchase agreements  are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S. government
securities or other  securities to the  Fund and agree  at the time  of sale  to
repurchase  them at a mutually  agreed upon time and  price within one year from
the date  of  acquisition. 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.

LENDING OF PORTFOLIO SECURITIES.   In order to  generate additional income,  the
Fund  may lend portfolio securities  on a short-term or  a long-term basis up to
one-third of the value  of its total assets  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 Fund's Board of Trustees and will

                                       7

receive collateral in the form of cash or U.S. government securities equal to at
least 100% of the value of the securities loaned.


There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell  the securities at  a desirable price.  In addition, in  the
event  that  a  borrower  of  securities would  file  for  bankruptcy  or become
insolvent, disposition of the securities may be delayed pending court action.


WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS.  The Fund may purchase securities
on a when-issued or delayed delivery basis. These transactions are  arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future  time. The seller's failure to  complete these transactions may cause the
Fund to miss a  price or yield considered  to be advantageous. Settlement  dates
may  be a month or  more after entering into  these transactions, and the market
values  of  the  securities  purchased  may  vary  from  the  purchase   prices.
Accordingly, the Fund may pay more/ less than the market value of the securities
on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate  to do so. In addition, the Fund may enter into transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

PORTFOLIO TURNOVER.   The Fund  does not  intend to  invest for  the purpose  of
seeking  short-term profits,  however securities in  its portfolio  will be sold
whenever the Fund's investment  adviser believes it is  appropriate to do so  in
light of the Fund's investment objective, without regard to the length of time a
particular security may have been held.

INVESTMENT LIMITATIONS

The Fund will not:

    - invest   in  stripped  mortgage  securities,  including  securities  which
      represent a share  of only  the interest  payments or  only the  principal
      payments from underlying mortgage related securities;

    - borrow   money   directly   or  through   reverse   repurchase  agreements
      (arrangements in  which  the  Fund  sells a  portfolio  instrument  for  a
      percentage  of its cash  value with an agreement  to buy it  back on a set
      date) or pledge securities except,  under certain circumstances, the  Fund
      may borrow up to one-third of the value of its net assets and pledge up to
      10% of the value of its total assets to secure such borrowings;

    - lend  any of its assets except portfolio securities up to one-third of the
      value of its total assets;

    - invest more than  5% of the  value of  its total assets  in securities  of
      issuers  which  have  records  of  less  than  three  years  of continuous
      operations, including the  operation of any  predecessor. With respect  to
      the  asset-backed securities,  the Fund will  treat the  originator of the
      asset  pool  as  the  company  issuing  the  securities  for  purposes  of
      determining compliance with this limitation.

                                       8

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

The Fund will not:

    - invest  more than 15% of its net  assets in securities which are illiquid,
      including repurchase  agreements providing  for  settlement in  more  than
      seven days after notice.

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are  made by Federated Management, the  Fund's
investment  adviser (the "Adviser"),  subject to direction  by the Trustees. The
Adviser continually conducts  investment research and  supervision for the  Fund
and  is responsible for the purchase or sale of portfolio instruments, for which
it receives an annual fee from the Fund.
    ADVISORY FEES.  The Adviser receives an annual investment advisory fee equal
    to .60  of 1%  of  the Fund's  average daily  net  assets. The  Adviser  may
    voluntarily  choose to waive a portion of  its fee or reimburse the Fund for
    certain operating expenses. This does not include reimbursement to the  Fund
    of  any  expenses  incurred by  shareholders  who use  the  transfer agent's
    subaccounting facilities. The Adviser can terminate this voluntary waiver of
    its advisory fee at any  time in its sole  discretion. The Adviser has  also
    undertaken  to  reimburse  the  Fund for  operating  expenses  in  excess of
    limitations established by certain states.

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


    Federated Management and other subsidiaries of Federated Investors serve  as
    investment  advisers  to  a  number  of  investment  companies  and  private
    accounts. Certain other subsidiaries also provide administrative services to
    a number of investment companies. With over $72 billion invested across more
    than 260 funds under management  and/or administration by its  subsidiaries,
    as  of December 31, 1994,  Federated Investors is one  of the largest mutual
    fund investment  managers  in  the  United  States.  With  more  than  1,750
    employees,  Federated continues to be led  by the management who founded the
    company  in   1955.  Federated   funds  are   presently  at   work  in   and


                                       9
    through   4,000  financial   institutions  nationwide.   More  than  100,000
    investment professionals have selected Federated funds for their clients.



    Kathleen M. Foody-Malus,  Susan M. Nason,  and Todd Abraham  are the  Fund's
    co-portfolio  managers.  Ms. Foody-Malus  has  been the  Fund's co-portfolio
    manager since January  1992. Ms. Foody-Malus  joined Federated Investors  in
    1983  and has been a  Vice President of the  Fund's investment adviser since
    1993.  Ms.  Foody-Malus  served  as  an  Assistant  Vice  President  of  the
    investment adviser from 1990 until 1992. Ms. Foody-Malus received her M.B.A.
    in Accounting/Finance from the University of Pittsburgh.



    Susan M. Nason has been the Fund's co-portfolio manager since July 1993. Ms.
    Nason  joined Federated Investors in  1987 and has been  a Vice President of
    the Fund's investment adviser since 1993.  Ms. Nason served as an  Assistant
    Vice  President of the investment adviser from 1990 until 1992. Ms. Nason is
    a Chartered  Financial  Analyst and  received  her M.B.A.  in  Finance  from
    Carnegie-Mellon University.



    Todd  A. Abraham has been the Fund's co-portfolio manager since August 1995.
    Mr. Abraham joined Federated Investors in 1993 as an Investment Analyst  and
    has  been an Assistant Vice President of the Fund's investment adviser since
    1995. Mr. Abraham served as a  Portfolio Analyst at Ryland Mortgage  Company
    from  1992 to 1993  and as a  Bond Administrator at  Ryland Asset Management
    Company from 1990 to 1992. Mr.  Abraham received his M.B.A. in Finance  from
    Loyola College.

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


DISTRIBUTION OF INSTITUTIONAL 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.


SHAREHOLDER SERVICES.    The  Trust  has entered  into  a  Shareholder  Services
Agreement  with  Federated  Shareholder  Services,  a  subsidiary  of  Federated
Investors, under  which the  Trust may  make payments  up to  .25 of  1% of  the
average  daily net  asset value  of the  Trust, computed  at an  annual rate, to
obtain certain personal  services for  shareholders and  provide maintenance  of
shareholder  accounts.  From  time  to  time  and  for  such  periods  as deemed
appropriate, the amount stated above may be reduced voluntarily.



Under the Shareholder  Services Agreement, Federated  Shareholder Services  will
either   perform  shareholder   services  directly  or   will  select  financial
institutions to perform shareholder services.


                                       10


Financial institutions  will  receive fees  based  upon shares  owned  by  their
clients  or customers. The schedules of such  fees and the basis upon which such
fees will  be paid  will  be determined  from  time to  time  by the  Trust  and
Federated Shareholder Services.



SUPPLEMENTAL  PAYMENTS TO  FINANCIAL INSTITUTIONS.   In addition  to payments to
financial institutions  under  the  Shareholder  Services  Agreement,  Federated
Securities  Corp. and Federated Shareholder Services, from their own assets, may
also pay  financial  institutions  supplemental  fees  for  the  performance  of
substantial   sales   services,   distribution-related   support   services,  or
shareholder services. The support may include sponsoring sales, educational  and
training seminars at recreational-type facilities for their employees, providing
sales  literature, and engineering computer software programs that emphasize the
attributes of the Trust. Such assistance  will be predicated upon the amount  of
Shares  the financial institution  sells or may  sell, and/or upon  the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by  the distributor may  be reimbursed by  the Trust's Adviser  or
it's 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 (the "Federated Funds") as specified below:
<TABLE>
<CAPTION>
              MAXIMUM                   AVERAGE AGGREGATE DAILY NET
         ADMINISTRATIVE FEE            ASSETS OF THE FEDERATED FUNDS
        --------------------        ------------------------------------
        <C>                         <S>
             .15 of 1%              on the first $250 million
             .125 of 1%             on the next $250 million
             .10 of 1%              on the next $250 million
             .075 of 1%             on assets in excess of $750 million
</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,
Boston, Massachusetts, is  the transfer agent  for the Shares  of the Fund,  and
dividend disbursing agent for the Fund.



INDEPENDENT  AUDITORS.  The independent auditors for  the Fund are Ernst & Young
LLP, Pittsburgh, Pennsylvania.


EXPENSES OF THE FUND AND INSTITUTIONAL SHARES

The Fund pays all  of its own  expenses. Holders of  Shares pay their  allocable
portion  of Fund  and Trust  expenses. The Trust  expenses for  which holders of
Shares pay their allocable portion include, but are not limited to: the cost  of
organizing   the   Trust   and  continuing   its   existence,   registering  the

                                       11

Trust with federal and state securities authorities, Trustees' fees, the cost of
meetings of Trustees, legal fees of the Trust, association membership dues,  and
such non-recurring and extraordinary items as may arise.

The  Fund  expenses for  which  holders of  Shares  pay their  allocable portion
include, but are not limited  to: registering the Fund  and Shares of the  Fund,
investment  advisory services, taxes and  commissions, custodian fees, insurance
premiums, auditors' fees, and such non-recurring and extraordinary items as  may
arise.

At  present, no expenses  are allocated to  the Shares as  a class. However, the
Trustees reserve the right to allocate certain expenses to holders of Shares  as
they  deem appropriate (the  "Class Expenses"). In any  case, the Class Expenses
would be limited to: transfer agent fees as identified by the transfer agent  as
attributable  to holders  of Shares;  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  registration  fees  paid  to  state   securities
commissions;  expenses  related  to  administrative  personnel  and  services as
required to support holders of Shares; legal fees relating solely to Shares; and
Trustees' fees incurred as a result of issues relating solely to Shares.

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

The Fund's net asset value per share fluctuates. The net asset value for  Shares
is  determined by adding the  interest of the Shares in  the market value of all
securities and other assets of the Fund, subtracting the interest of the  Shares
in  the liabilities of the  Fund and those attributable  to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Shares will exceed that of Institutional  Service Shares due to the variance  in
daily  net income realized by  each class as a  result of different distribution
charges incurred by  the classes. Such  variance will reflect  only accrued  net
income to which the shareholders of a particular class are entitled.

INVESTING IN INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased either by wire or mail.

To  purchase Shares of the Fund, open an account by calling Federated Securities
Corp. Information  needed  to establish  the  account  will be  taken  over  the
telephone. The Fund reserves the right to reject any purchase request.


BY  WIRE.  To purchase Shares of the Fund by Federal Reserve wire, call the Fund
before 4:00  p.m. (Eastern  time) to  place an  order. The  order is  considered
received immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern  time)  on the  next business  day following  the order.  Federal funds
should be wired as  follows: Federated services Company,  c/o State Street  Bank
and  Trust Company, Boston,  Massachusetts; Attention: EDGEWIRE;  For Credit to:
Federated ARMs


                                       12

Fund--Institutional Shares; Fund Number (this number can be found on the account
statement or by contacting the Fund);  Group Number or Order Number; Nominee  or
Institution  Name; ABA Number  011000028. Shares cannot be  purchased on days on
which the New York Stock Exchange is closed and on federal holidays  restricting
wire transfers.


BY  MAIL.  To purchase Shares of the Fund  by mail, send a check made payable to
Federated ARMs Fund--Institutional Shares  to: Federated Services Company,  P.O.
Box  8600,  Boston,  Massachusetts  02266-8600. Orders  by  mail  are considered
received after payment by check is converted by the transfer agent's bank, State
Street Bank, into federal  funds. This is normally  the next business day  after
State Street Bank receives the check.


MINIMUM INVESTMENT REQUIRED

The  minimum initial investment  in the Fund is  $25,000 plus any non-affiliated
bank or broker's fee, if  applicable. However, an account  may be opened with  a
smaller  amount as  long as the  $25,000 minimum  is reached within  90 days. An
institutional investor's minimum investment will be calculated by combining  all
accounts   it  maintains   with  the   Fund.  Accounts   established  through  a
non-affiliated bank or broker may be subject to a smaller minimum investment.

WHAT SHARES COST

Shares are sold  at their  net asset  value next  determined after  an order  is
received.  There is no sales charge imposed  by the Fund. Investors who purchase
Shares through a  non-affiliated bank  or broker  may be  charged an  additional
service fee by that bank or broker.


The  net asset value  is determined as of  the close of  trading ( normally 4:00
p.m., Eastern  time) on  the New  York Stock  Exchange, Monday  through  Friday,
except  on: (i) days on  which there are not sufficient  changes in the value of
the Fund's portfolio  securities that its  net asset value  might be  materially
affected; (ii) days on 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.

EXCHANGING SECURITIES FOR INSTITUTIONAL SHARES

Investors  may exchange certain  U.S. government securities  or a combination of
securities and cash for Shares. The securities  and any cash must have a  market
value  of  at  least $25,000.  The  Fund  reserves the  right  to  determine the
acceptability of securities to be exchanged. Securities accepted by the Fund are
valued in the same manner as the Fund values its assets. Shareholders wishing to
exchange securities should first contact Federated Securities Corp.

SUBACCOUNTING SERVICES

Institutions are encouraged  to open  single master  accounts. However,  certain
institutions  may  wish  to use  the  transfer agent's  subaccounting  system to
minimize their internal recordkeeping requirements.

The transfer agent charges  a fee based on  the level of subaccounting  services
rendered.  Institutions  holding Shares  in a  fiduciary, agency,  custodial, or
similar capacity may charge or pass through subaccounting fees as part of or  in
addition  to normal trust or agency account  fees. They may also charge fees for
other services provided which  may be related to  the ownership of Shares.  This
prospectus

                                       13

should,  therefore, be read together with any agreement between the customer and
the institution with regard to the services provided, the fees charged for those
services, and any restrictions and limitations imposed.

CERTIFICATES AND CONFIRMATIONS

As transfer agent  for the Fund,  Federated Services Company  maintains a  Share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.

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

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are declared just prior
to  determining  net  asset value.  If  an order  for  Shares is  placed  on the
preceding business day, Shares purchased by wire begin earning dividends on  the
business  day wire payment  is received by  State Street Bank.  If the order for
Shares and payment by wire  are received on the  same day, Shares begin  earning
dividends  on the  next business  day. Shares  purchased by  check begin earning
dividends on the business day after the check is converted, upon instruction  of
the  transfer agent, into federal  funds. Dividends are automatically reinvested
on payment  dates in  additional Shares  of the  Fund unless  cash payments  are
requested by contacting the Fund.

CAPITAL GAINS

Capital  gains realized by the  Fund, if any, will  be distributed at least once
every twelve months.

REDEEMING INSTITUTIONAL SHARES
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value next determined after the  Fund
receives  the redemption request. Redemptions will be  made on days on which the
Fund computes  its net  asset value.  Redemption requests  must be  received  in
proper form and can be made by telephone request or by written request.

TELEPHONE REDEMPTION

Shareholders  may redeem their  Shares by telephoning the  Fund before 4:00 p.m.
(Eastern time). The proceeds will normally be wired the following business  day,
but  in no event longer than seven days later, to the shareholder's account at a
domestic commercial bank that is a member  of the Federal Reserve System. 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.

                                       14

In the  event  of drastic  economic  or  market changes,  the  shareholders  may
experience  difficulty in redeeming  by telephone. If such  a case should occur,
another method  of redemption,  such as  that discussed  in "Written  Requests,"
should be considered.

WRITTEN REQUESTS


Shares  may also be redeemed by sending a  written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder  will
be asked to provide in the request his name, the Fund name, the class of Shares,
his  account  number,  and  the  share  or  dollar  amount  requested.  If Share
certificates have been  issued, they  should be sent  by insured  mail with  the
written  request  to: Federated  Services Company,  500 Victory  Road-2nd Floor,
North Quincy, Massachusetts 02171.

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


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

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

    - a  savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("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 and its transfer agent reserve
the right to amend these standards at any time without notice.

RECEIVING PAYMENT.   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.

ACCOUNTS WITH LOW BALANCES
Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  Shares in  any account and  pay the  proceeds to the  shareholder if the
account balance  falls  below  a  required  minimum  value  of  $25,000  due  to
shareholder  redemptions.  This  requirement  does not  apply,  however,  if the
balance falls below $25,000 because of changes in the Fund's net asset value.

                                       15

Before  Shares are redeemed to close an  account, the shareholder is notified in
writing and allowed 30  days to purchase additional  Shares to meet the  minimum
requirement.

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

VOTING RIGHTS

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

As  a Massachusetts  business trust,  the Trust is  not required  to hold annual
shareholder meetings.  Shareholder  approval will  be  sought only  for  certain
changes  in the Trust's or the Fund's operation and for the election of Trustees
under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A special meeting of the Fund shall  be called by the Trustees upon the  written
request of shareholders owning at least 10% of the Trust's outstanding shares of
all portfolios entitled to vote.
MASSACHUSETTS PARTNERSHIP LAW

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

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

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

FEDERAL INCOME TAX

The Fund  will pay  no  federal income  tax because  the  Fund 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.

The  Fund will be  treated as a  single, separate entity  for federal income tax
purposes so that  income (including  capital gains)  and losses  related by  the
Trust's  other portfolios, if  any, will not  be combined for  tax purposes with
those realized by the Fund.
                                       16

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.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

    - the Fund is not subject to the Pennsylvania corporate or personal property
      tax; and

    - Shares  may be  subject to  personal property  taxes imposed  by counties,
      municipalities, and school  districts in Pennsylvania  to the extent  that
      the  Fund's portfolio securities  would be subject to  such taxes if owned
      directly by residents of those jurisdictions.

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


From  time  to  time  the  Fund  advertises  its  total  return  and  yield  for
Institutional Shares.


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

The yield of Institutional Shares is  calculated by dividing the net  investment
income  per share (as defined by  the Securities and Exchange Commission) earned
by Institutional Shares over a thirty-day period by the offering price per share
of Institutional Shares  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 Institutional Shares and, therefore, may not correlate
to the dividends or other distributions paid to shareholders.

The  Institutional  Shares are  sold  without any  sales  load or  other similar
non-recurring charges.


Total return and yield  will be calculated  separately for Institutional  Shares
and Institutional Service Shares.



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


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


The  Fund  also  offers another  class  of shares  called  Institutional Service
Shares. Institutional Service Shares  are sold to  banks and other  institutions
that  hold assets in an agency capacity  and rely upon the distribution services
provided by the distributor  for the marketing  of these shares,  as well as  to
retail  customers of  such institutions,  and are  subject to  a minimum initial
investment of $25,000. Institutional Service Shares are sold at net asset  value
and are distributed pursuant to a Rule 12b-1


                                       17

Plan  adopted by the Trust whereby the distributor is paid a fee of .25 of 1% of
the Institutional Service Shares' average net assets.


Shares and  Institutional Service  Shares are  subject to  certain of  the  same
expenses.  Expense differences  between Shares and  Institutional Service Shares
may affect the performance of each class.



To obtain more information  and a prospectus  for Institutional Service  Shares,
investors may call 1-800-235-4669.


                                       18

FEDERATED ARMS FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                             VALUE
- ------------  --------------------------------------------------  --------------
<C>           <S>                                                 <C>
U.S. GOVERNMENT OBLIGATIONS--88.1%
- ----------------------------------------------------------------
              FEDERAL HOME LOAN MORTGAGE CORP. REMIC--0.9%
              --------------------------------------------------
$  8,221,340  10.15%, Series MH1-A, 4/15/2006                     $    8,387,328
              --------------------------------------------------  --------------
              FEDERAL HOME LOAN MORTGAGE CORP. PC ARM--49.3%
              --------------------------------------------------
 477,343,424  5.261%-8.25%, 11/1/2017-4/1/2029                       489,417,687
              --------------------------------------------------  --------------
              FEDERAL NATIONAL MORTGAGE ASSOCIATION--1.2%
              --------------------------------------------------
      20,303  12.00%, 3/1/2013                                            22,809
              --------------------------------------------------
   4,136,004  11.50%, 8/1/2014-11/1/2015                               4,612,885
              --------------------------------------------------
   6,908,461  11.00%, 12/1/2015                                        7,655,334
              --------------------------------------------------  --------------
                  Total                                               12,291,028
              --------------------------------------------------  --------------
              FEDERAL NATIONAL MORTGAGE ASSOCIATION ARM--24.5%
              --------------------------------------------------
 237,424,907  5.50%-8.302%, 8/1/2018-3/1/2033                        242,721,636
              --------------------------------------------------  --------------
              GOVERNMENT NATIONAL MORTGAGE ASSOCIATION--4.2%
              --------------------------------------------------
   5,985,111  12.00%, 9/15/2013-1/15/2014                              6,791,126
              --------------------------------------------------
  16,071,037  11.50%, 10/15/2010-4/15/2020                            18,059,668
              --------------------------------------------------
  15,231,109  11.00%, 12/15/2009-7/15/2020                            16,934,860
              --------------------------------------------------  --------------
                  Total                                               41,785,654
              --------------------------------------------------  --------------
              GOVERNMENT NATIONAL MORTGAGE ASSOCIATION ARM--8.0%
              --------------------------------------------------
  55,000,000  6.00%, 10/20/2025                                       55,034,375
              --------------------------------------------------
  25,000,000  5.50%, 9/20/2025                                        24,695,250
              --------------------------------------------------  --------------
                  Total                                               79,729,625
              --------------------------------------------------  --------------
                TOTAL U.S. GOVERNMENT OBLIGATIONS (IDENTIFIED
                COST $869,862,536)                                   874,332,958
              --------------------------------------------------  --------------
U.S. TREASURY OBLIGATIONS--5.0%
- ----------------------------------------------------------------
              U.S. TREASURY NOTES--5.0%
              --------------------------------------------------
  50,000,000  5.625%-6.125%, 5/31/1997-6/30/1997                      49,997,200
              --------------------------------------------------  --------------
                TOTAL U.S. TREASURY OBLIGATIONS (IDENTIFIED COST
                $49,801,383)                                          49,997,200
              --------------------------------------------------  --------------
</TABLE>


                                       19

FEDERATED ARMS FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 PRINCIPAL
   AMOUNT                                                             VALUE
- ------------  --------------------------------------------------  --------------
<C>           <S>                                                 <C>
(A) REPURCHASE AGREEMENTS--14.5%
- ----------------------------------------------------------------
$ 40,000,000  Harris, Nesbitt, Thomson Securities, Inc., 5.80%,
              dated 8/31/1995, due 9/1/1995                       $   40,000,000
              --------------------------------------------------
   3,445,000  J.P. Morgan Securities, Inc., 5.83%, dated
              8/31/1995, due 9/1/1995                                  3,445,000
              --------------------------------------------------
  50,000,000  (b) CS First Boston Corp., 5.76%, dated 8/18/1995,
              due 9/21/1995                                           50,000,000
              --------------------------------------------------
  50,000,000  (b) CS First Boston Corp., 5.75%, dated 8/24/1995,
              due 9/21/1995                                           50,000,000
              --------------------------------------------------  --------------
                TOTAL REPURCHASE AGREEMENTS (AT AMORTIZED COST)      143,445,000
              --------------------------------------------------  --------------
                TOTAL INVESTMENTS (IDENTIFIED COST
                $1,063,108,919)(C)                                $1,067,775,158
              --------------------------------------------------  --------------
                                                                  --------------
</TABLE>



(a) The repurchase agreements are fully collateralized by U.S. government and/or
    agency  obligations based on market prices at the date of the portfolio. The
    investment in the  repurchase agreements is  through participation in  joint
    accounts with other Federated funds.

(b)  Although final  maturity falls  beyond seven  days, a  liquidity feature is
    included  in  the  transaction  to  permit  termination  of  the  repurchase
    agreement.


(c)  The cost of investments for federal tax purposes amounts to $1,063,171,419.
    The unrealized appreciation of investments on a federal tax basis amounts to
    $4,603,739 which  is comprised  of  $7,985,978 appreciation  and  $3,382,239
    depreciation at August 31, 1995.


Note: The  categories of  investments are  shown as  a percentage  of net assets
      ($992,189,551) at August 31, 1995.


The following acronyms are used throughout this portfolio:
<TABLE>
<S>        <C>
ARM        --Adjustable Rate Mortgage
PC         --Participation Certificate
REMIC      --Real Estate Mortgage Investment Conduit
</TABLE>



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

                                       20

FEDERATED ARMS FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                 <C>           <C>
ASSETS:
- ----------------------------------------------------------------
Investments in repurchase agreements                $143,445,000
- --------------------------------------------------
Investments in securities                            924,330,158
- --------------------------------------------------  ------------
Total investments, at value (identified cost $1,063,108,919, and
tax
cost $1,063,171,419)                                              $1,067,775,158
- ----------------------------------------------------------------
Cash                                                                       2,093
- ----------------------------------------------------------------
Income receivable                                                     18,725,347
- ----------------------------------------------------------------
Receivable for investments sold                                       64,983,932
- ----------------------------------------------------------------
Receivable for shares sold                                                21,893
- ----------------------------------------------------------------  --------------
    Total assets                                                   1,151,508,423
- ----------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------
Payable for investments purchased                   $154,694,653
- --------------------------------------------------
Payable for shares redeemed                              513,244
- --------------------------------------------------
Income distribution payable                            3,940,725
- --------------------------------------------------
Accrued expenses                                         170,250
- --------------------------------------------------  ------------
    Total liabilities                                                159,318,872
- ----------------------------------------------------------------  --------------
NET ASSETS for 102,766,717 shares outstanding                     $  992,189,551
- ----------------------------------------------------------------  --------------
                                                                  --------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------
Paid in capital                                                   $1,072,779,815
- ----------------------------------------------------------------
Net unrealized appreciation of investments                             4,666,239
- ----------------------------------------------------------------
Accumulated net realized loss on investments                        (85,501,005)
- ----------------------------------------------------------------
Undistributed net investment income                                      244,502
- ----------------------------------------------------------------  --------------
Total Net Assets                                                  $  992,189,551
- ----------------------------------------------------------------  --------------
                                                                  --------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER
SHARE:
- ----------------------------------------------------------------
INSTITUTIONAL SHARES:
- ----------------------------------------------------------------
$856,500,205  DIVIDED BY 88,712,689 shares
outstanding                                                       $         9.65
- ----------------------------------------------------------------  --------------
                                                                  --------------
INSTITUTIONAL SERVICE SHARES:
- ----------------------------------------------------------------
$135,689,346  DIVIDED BY 14,054,028 shares
outstanding                                                       $         9.65
- ----------------------------------------------------------------  --------------
                                                                  --------------
</TABLE>



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

                                       21

FEDERATED ARMS FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                            <C>           <C>           <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------
Interest (net of dollar roll expense of $512,518)                                          $ 73,723,992
- ----------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------
Investment advisory fee                                                      $ 7,041,965
- --------------------------------------------------------------------------
Administrative personnel and services fee                                        888,461
- --------------------------------------------------------------------------
Custodian fees                                                                   220,349
- --------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                         125,626
- --------------------------------------------------------------------------
Directors'/Trustees' fees                                                         16,925
- --------------------------------------------------------------------------
Auditing fees                                                                     17,701
- --------------------------------------------------------------------------
Legal fees                                                                        12,866
- --------------------------------------------------------------------------
Portfolio accounting fees                                                        167,714
- --------------------------------------------------------------------------
Distribution services fee--Institutional Service Shares                          451,765
- --------------------------------------------------------------------------
Shareholder services fee--Institutional Shares                                 2,482,387
- --------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                           451,765
- --------------------------------------------------------------------------
Share registration costs                                                          40,841
- --------------------------------------------------------------------------
Printing and postage                                                              16,583
- --------------------------------------------------------------------------
Insurance premiums                                                                30,336
- --------------------------------------------------------------------------
Taxes                                                                             16,945
- --------------------------------------------------------------------------
Miscellaneous                                                                     20,002
- --------------------------------------------------------------------------   -----------
    Total expenses                                                            12,002,231
- --------------------------------------------------------------------------
Waivers and reimbursements--
- --------------------------------------------------------------------------
  Waiver of investment advisory fee                            $(2,149,890)
- ------------------------------------------------------------
  Waiver of distribution services fee--Institutional Service
  Shares                                                          (446,344)
- ------------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares      (2,482,387)
- ------------------------------------------------------------
  Waiver of shareholder services fee--Institutional Service
  Shares                                                            (5,421)
- ------------------------------------------------------------   -----------
    Total waivers                                                             (5,084,042)
- --------------------------------------------------------------------------   -----------
      Net expenses                                                                            6,918,189
- ----------------------------------------------------------------------------------------   ------------
        Net investment income                                                                66,805,803
- ----------------------------------------------------------------------------------------   ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ----------------------------------------------------------------------------------------
Net realized loss on investments                                                            (14,896,854)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of investments                          12,930,685
- ----------------------------------------------------------------------------------------   ------------
    Net realized and unrealized loss on investments                                          (1,966,169)
- ----------------------------------------------------------------------------------------   ------------
      Change in net assets resulting from operations                                       $ 64,839,634
- ----------------------------------------------------------------------------------------   ------------
                                                                                           ------------
</TABLE>


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

                                       22
FEDERATED ARMS FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED AUGUST 31,
                                                                            ----------------------------------
                                                                                 1995               1994
                                                                            ---------------    ---------------
<S>                                                                         <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------------------
Net investment income                                                       $    66,805,803    $   109,274,386
- -------------------------------------------------------------------------
Net realized gain (loss) on investments ($57,180,753 net loss and
$16,735,698 net loss, respectively, as computed for federal tax purposes)       (14,896,854)       (55,879,989)
- -------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of investments              12,930,685        (24,269,803)
- -------------------------------------------------------------------------   ---------------    ---------------
    Change in net assets resulting from operations                               64,839,634         29,124,594
- -------------------------------------------------------------------------   ---------------    ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------------------
Distributions from net investment income
- -------------------------------------------------------------------------
  Institutional Shares                                                          (56,778,571)       (90,585,086)
- -------------------------------------------------------------------------
  Institutional Service Shares                                                   (9,782,730)       (18,689,300)
- -------------------------------------------------------------------------   ---------------    ---------------
    Change in net assets resulting from distributions to shareholders           (66,561,301)      (109,274,386)
- -------------------------------------------------------------------------   ---------------    ---------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------------------
Proceeds from sale of shares                                                     53,202,918      1,886,076,982
- -------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                           16,413,082         34,585,437
- -------------------------------------------------------------------------
Cost of shares redeemed                                                        (570,408,807)    (3,515,114,267)
- -------------------------------------------------------------------------   ---------------    ---------------
    Change in net assets resulting from share transactions                     (500,792,807)    (1,594,451,848)
- -------------------------------------------------------------------------   ---------------    ---------------
        Change in net assets                                                   (502,514,474)    (1,674,601,640)
- -------------------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------------------
Beginning of period                                                           1,494,704,025      3,169,305,665
- -------------------------------------------------------------------------   ---------------    ---------------
End of period (including undistributed net investment income of $244,502
and $0, respectively)                                                       $   992,189,551    $ 1,494,704,025
- -------------------------------------------------------------------------   ---------------    ---------------
                                                                            ---------------    ---------------
</TABLE>



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

                                       23

FEDERATED ARMS FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Federated  ARMs Fund (the "Fund") is registered under the Investment Company Act
of  1940,  as  amended  (the  "Act"),  as  a  diversified,  open-end  management
investment  company. The Fund offers two classes of shares: Institutional Shares
and Institutional Service Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

    REPURCHASE AGREEMENTS--It is the policy of the Fund to require the custodian
    bank  to take possession, to have  legally segregated in the Federal Reserve
    Book Entry System, or to have segregated within the custodian bank's  vault,
    all  securities held as collateral  under repurchase agreement transactions.
    Additionally, procedures have been established by the Fund to monitor, on  a
    daily  basis, the market value of  each repurchase agreement's collateral to
    ensure that the value of collateral at least equals the repurchase price  to
    be paid under the repurchase agreement transaction.

    The  Fund will  only enter into  repurchase agreements with  banks and other
    recognized financial institutions, such as broker/dealers, which are  deemed
    by  the Fund's adviser to be  creditworthy pursuant to the guidelines and/or
    standards reviewed or established by the Board of Trustees (the "Trustees").
    Risks may arise from the potential inability of counterparties to honor  the
    terms  of the repurchase agreement. Accordingly, the Fund could receive less
    than the repurchase price on the sale of collateral securities.

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


    FEDERAL  TAXES--It is the Fund's policy to comply with the provisions of the
    Code applicable  to  regulated investment  companies  and to  distribute  to
    shareholders  each  year substantially  all of  its income.  Accordingly, no
    provisions for federal tax are necessary. At August 31, 1995, the Fund,  for
    federal  tax purposes, had a capital loss carryforward of $75,715,884, which
    will reduce the Fund's taxable income arising from future net realized  gain
    on investments, if any, to the extent


                                       24

FEDERATED ARMS FUND
- --------------------------------------------------------------------------------
    permitted  by the Code, and thus will reduce the amount of the distributions
    to shareholders which would  otherwise be necessary to  relieve the Fund  of
    any  liability  for federal  tax. Pursuant  to the  Code, such  capital loss
    carryforward will expire as follows:
<TABLE>
<CAPTION>
                     EXPIRATION YEAR       EXPIRATION AMOUNT
                     ---------------       -----------------
                     <S>                   <C>
                          2001                $1,799,433
                          2002                $16,735,698
                          2003                $57,180,753
</TABLE>




    Additionally, net  capital losses  of  $9,722,167 attributable  to  security
    transactions  incurred after October 31, 1994  are treated as arising on the
    first day of the Fund's next taxable year.


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


    DOLLAR ROLL  TRANSACTIONS--The Fund  enters into  dollar roll  transactions,
    with respect to mortgage securities issued by GNMA, FNMA, and FHLMC in which
    the   Fund  sells   mortgage  securities   to  financial   institutions  and
    simultaneously agrees to accept substantially similar (same type, coupon and
    maturity) securities at a  later date at an  agreed upon price. Dollar  roll
    transactions  are short-term  financing arrangements  which will  not exceed
    twelve  months.  The  Fund  will   use  the  proceeds  generated  from   the
    transactions  to  invest in  short-term investments,  which may  enhance the
    Fund's current yield and total return.


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

                                       25
FEDERATED ARMS FUND
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust  permits the Trustees to  issue an unlimited number  of
full  and fractional shares of beneficial  interest (without par value) for each
class of shares. Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                                      YEAR ENDED AUGUST 31,         YEAR ENDED AUGUST 31,
                                                    --------------------------  -----------------------------
               FEDERATED ARMS FUND                             1995                         1994
- --------------------------------------------------  --------------------------  -----------------------------
INSTITUTIONAL SHARES                                  SHARES        AMOUNT         SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  ------------  ---------------
<S>                                                 <C>          <C>            <C>           <C>
Shares sold                                           4,182,411  $  40,047,848   141,739,864  $ 1,407,584,109
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                1,395,941     13,381,363     2,487,150       24,495,269
- --------------------------------------------------
Shares redeemed                                     (45,474,917)  (434,478,884) (283,203,693)  (2,797,587,573)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
  Net change resulting from Institutional Share
  transactions                                      (39,896,565) $(381,049,673) (138,976,679) $(1,365,508,195)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
                                                    -----------  -------------  ------------  ---------------
</TABLE>

<TABLE>
<CAPTION>
                                                      YEAR ENDED AUGUST 31,         YEAR ENDED AUGUST 31,
                                                    --------------------------  -----------------------------
               FEDERATED ARMS FUND                             1995                         1994
- --------------------------------------------------  --------------------------  -----------------------------
INSTITUTIONAL SERVICE SHARES                          SHARES        AMOUNT         SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  ------------  ---------------
<S>                                                 <C>          <C>            <C>           <C>
Shares sold                                           1,373,723  $  13,155,070    48,183,748  $   478,492,873
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                  316,407      3,031,719     1,024,374       10,090,168
- --------------------------------------------------
Shares redeemed                                     (14,200,812)  (135,929,923)  (72,696,731)    (717,526,694)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
  Net change resulting from Institutional Service
  Share transactions                                (12,510,682) $(119,743,134)  (23,488,609) $  (228,943,653)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
                                                    -----------  -------------  ------------  ---------------
  Net change resulting from Fund share
  transactions                                      (52,407,247) $(500,792,807) (162,465,288) $(1,594,451,848)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
                                                    -----------  -------------  ------------  ---------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES


INVESTMENT ADVISORY  FEE--Federated Management,  the Fund's  investment  adviser
(the  "Adviser"), receives  for its services  an annual  investment advisory fee
equal to .60  of 1%  of the  Fund's average daily  net assets.  The Adviser  may
voluntarily  choose to  waive a portion  of its  fee. The Adviser  can modify or
terminate this voluntary waiver at any time at its sole discretion.


ADMINISTRATIVE  FEE--Federated  Administrative   Services  ("FAS"),  under   the
Administrative   Services  Agreement,  provides  the  Fund  with  administrative
personnel and services. The FAS fee is  based on the level of average  aggregate
daily   net  assets   of  all  funds   advised  by   subsidiaries  of  Federated
Inves-

                                       26

FEDERATED ARMS FUND
- --------------------------------------------------------------------------------
tors for the period.  The administrative fee received  during the period of  the
Administrative  Services Agreement shall be at  least $125,000 per portfolio and
$30,000 per each additional class of shares.


DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp.  ("FSC"), the principal distributor,  from
the  net assets of the Fund to finance activities intended to result in the sale
of the Fund's Institutional Service Shares. The Plan provides that the Fund  may
incur  distribution expenses up to .25 of 1%  of the average daily net assets of
the  Institutional  Service  Shares,  annually,  to  compensate  FSC.  FSC   may
voluntarily  choose to waive a  portion of its fee.  FSC can modify or terminate
this voluntary waiver at any time at its sole discretion.



SHAREHOLDER SERVICES FEE--Under  the terms of  a Shareholder Services  Agreement
with  Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of each class of shares for the period. This  fee
is  to  obtain certain  services for  shareholders  and to  maintain shareholder
accounts. FSS may  voluntarily choose to  waive a  portion of its  fee. FSS  can
modify or terminate this voluntary waiver at any time at its sole discretion.



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



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


INTERFUND  TRANSACTIONS--During the year ended August 31, 1995, the Fund engaged
in purchase  and sale  transactions with  funds that  have a  common  investment
adviser,  common Directors/Trustees, and/or  common officers. These transactions
were made at current market value pursuant to Rule 17a-7 under the Act amounting
to $150,485,148 and $139,930,230, respectively.
GENERAL--Certain of  the Officers  and Trustees  of the  Fund are  Officers  and
Directors or Trustees of the above companies.

(5) INVESTMENT TRANSACTIONS


Purchases  and sales  of investments,  excluding short-term  securities, for the
year ended August 31, 1995, were as follows:
<TABLE>
<S>                                                 <C>
- --------------------------------------------------
PURCHASES                                           $1,397,819,370
- --------------------------------------------------  --------------
SALES                                               $1,689,872,419
- --------------------------------------------------  --------------
</TABLE>


                                       27

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of
FEDERATED ARMs FUND:


We  have  audited  the  accompanying  statement  of  assets  and  liabilities of
Federated ARMs Fund, including  the portfolio of investments,  as of August  31,
1995,  and the  related statement  of operations  for the  year then  ended, the
statement of changes in net assets for each of the two years in the period  then
ended,  and the  financial highlights for  the periods  presented therein. These
financial statements  and financial  highlights are  the responsibility  of  the
Fund's  management.  Our  responsibility  is  to  express  an  opinion  on these
financial statements and financial highlights based on our audits.



We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our  procedures included  confirmation  of securities  owned  as of
August 31, 1995, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,  as   well  as  evaluating   the  overall  financial   statement
presentation.  We believe  that our  audits provide  a reasonable  basis for our
opinion.



In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Federated ARMs Fund at August  31, 1995, the results  of its operations for  the
year  then ended, the changes in its net assets for each of the two years in the
period then  ended,  and the  financial  highlights for  the  periods  presented
therein, in conformity with generally accepted accounting principles.


                                                               ERNST & YOUNG LLP


Pittsburgh, Pennsylvania
October 6, 1995


                                       28

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                              <C>
Federated ARMs Fund
              Institutional Shares                               Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------

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

Investment Adviser
              Federated Management                               Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------

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

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

Independent Auditors
              Ernst & Young LLP                                  One Oxford Centre
                                                                 Pittsburgh, Pennsylvania 15219
- -------------------------------------------------------------------------------------------
</TABLE>



                                       29

- --------------------------------------------------------------------------------
                                            FEDERATED ARMs FUND
                                            INSTITUTIONAL SHARES
                                            PROSPECTUS


                                           A Diversified Portfolio of
                                           Federated ARMs Fund,
                                           an Open-End Management
                                           Investment Company



                                           October 31, 1995



[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 314082108
           8100309A-IS (10/95)                     [RECYCLED PAPER LOGO]

- --------------------------------------------------------------------------------
    FEDERATED ARMs FUND
    INSTITUTIONAL SERVICE SHARES
     PROSPECTUS

     The  Institutional Service Shares offered by this prospectus represent
     interests in a  diversified portfolio  of securities  (the "Fund")  of
     Federated ARMs Fund (the "Trust"). The Trust is an open-end management
     investment company (a mutual fund).

     The  investment objective  of the  Fund is  to provide  current income
     consistent with minimal volatility of principal. The Fund concentrates
     at least  65% of  the value  of  its total  assets in  adjustable  and
     floating  rate  mortgage  securities  ("ARMs")  which  are  issued  or
     guaranteed as  to  payment  of  principal and  interest  by  the  U.S.
     government, its agencies or instrumentalities.

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

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

   
     The Fund has also filed a Combined Statement of Additional Information
     for  Institutional  Service  Shares  and  Institutional  Shares  dated
     October  31, 1995,  with the  Securities and  Exchange Commission. The
     information  contained  in  the   Combined  Statement  of   Additional
     Information is incorporated by reference into this prospectus. You may
     request  a copy of  the Combined Statement  of Additional Information,
     which is in paper form only, or a paper copy of this prospectus if you
     have received  your  prospectus  electronically,  free  of  charge  by
     calling  1-800-235-4669.  To  obtain  other  information  or  to  make
     inquiries about the Fund,  contact the Fund at  the address listed  in
     the back of this prospectus.
    

     THESE  SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSION
     NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY  OF THIS PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   
     Prospectus dated October 31, 1995
    

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

   
<TABLE>
<S>                                       <C>
SUMMARY OF FUND EXPENSES                          1
- ---------------------------------------------------
FINANCIAL HIGHLIGHTS--INSTITUTIONAL
  SERVICE SHARES                                  2
- ---------------------------------------------------
GENERAL INFORMATION                               3
- ---------------------------------------------------
INVESTMENT INFORMATION                            3
- ---------------------------------------------------
  Investment Objective                            3
  Investment Policies                             3
  Investment Limitations                          8
TRUST INFORMATION                                 9
- ---------------------------------------------------
  Management of the Trust                         9
  Distribution of Institutional Service
    Shares                                       10
  Administration of the Fund                     11
  Expenses of the Fund and Institutional
    Service Shares                               12
NET ASSET VALUE                                  12
- ---------------------------------------------------
INVESTING IN INSTITUTIONAL SERVICE
  SHARES                                         13
- ---------------------------------------------------
  Share Purchases                                13
  Minimum Investment Required                    13
  What Shares Cost                               13
  Exchanging Securities For
    Institutional Service Shares                 14
  Subaccounting Services                         14
  Certificates and Confirmations                 14
  Dividends                                      14
  Capital Gains                                  14

REDEEMING INSTITUTIONAL SERVICE SHARES           14
- ---------------------------------------------------
  Telephone Redemption                           15
  Written Requests                               15
  Accounts with Low Balances                     16

SHAREHOLDER INFORMATION                          16
- ---------------------------------------------------
  Voting Rights                                  16
  Massachusetts Partnership Law                  16

TAX INFORMATION                                  17
- ---------------------------------------------------
  Federal Income Tax                             17
  Pennsylvania Corporate and Personal
    Property Taxes                               17

PERFORMANCE INFORMATION                          17
- ---------------------------------------------------
OTHER CLASSES OF SHARES                          18
- ---------------------------------------------------
FINANCIAL STATEMENTS                             19
- ---------------------------------------------------
REPORT OF ERNST & YOUNG LLP, INDEPENDENT
  AUDITORS                                       28
- ---------------------------------------------------
ADDRESSES                                        29
- ---------------------------------------------------
</TABLE>

    

                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              INSTITUTIONAL SERVICE SHARES
                            SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                            <C>        <C>
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)...................................................       None
Redemption Fee (as a percentage of amount redeemed, if applicable)......................       None
Exchange Fee............................................................................       None

<CAPTION>

                               ANNUAL OPERATING EXPENSES
                        (As a percentage of average net assets)
<S>                                                                            <C>        <C>
Management Fee (after waiver) (1).......................................................      0.42%
12b-1 Fee (after waiver) (2)............................................................      0.00%
Total Other Expenses....................................................................      0.38%
  Shareholder Services Fee...................................................      0.25%
        Total Operating Expenses (3)....................................................      0.80%
</TABLE>


(1) The management fee  has been reduced  to reflect the  voluntary waiver of  a
    portion  of the  management fee.  The adviser  can terminate  this voluntary
    waiver at any  time at its  sole discretion. The  maximum management fee  is
    0.60%.

(2) The maximum 12b-1 fee is 0.25%.

   
(3)  The  total operating  expenses in  the  table above  are based  on expenses
    expected during the fiscal year ending August 31, 1996. The total  operating
    expenses  were 0.80% for  the fiscal year  ended August 31,  1995, and would
    have been 1.23% absent the voluntary waivers of a portion of the  management
    fee and 12b-1 fee.
    

    The  purpose of  this table  is to assist  an investor  in understanding the
various costs and expenses that a shareholder of Institutional Service Shares of
the  Fund  will  bear,  either   directly  or  indirectly.  For  more   complete
descriptions  of the various costs and expenses, see "Investing in Institutional
Service Shares" and  "Trust Information." Wire-transferred  redemptions of  less
than $5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE                                                    1 YEAR     3 YEARS    5 YEARS   10 YEARS
- --------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                       <C>        <C>        <C>        <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return and (2)
redemption at the end of each time period...............     $8         $26        $44        $99
</TABLE>


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

                                       1

FEDERATED ARMS FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference  is made to the Report of  Ernst & Young LLP, Independent Auditors, on
page 28.

   
<TABLE>
<CAPTION>
                                                              YEAR ENDED AUGUST 31,
                                                    -----------------------------------------
                                                      1995       1994       1993     1992(a)
- --------------------------------------------------  --------   --------   --------   --------
<S>                                                 <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                 $ 9.63     $ 9.98     $10.01     $ 9.98
- --------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------
  Net investment income                                0.54       0.42       0.48       0.18
- --------------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                        0.02     (0.35)     (0.03)       0.03
- --------------------------------------------------  --------   --------   --------   --------
Total from investment operations                       0.56       0.07       0.45       0.21
- --------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------
  Distributions from net investment income            (0.54)     (0.42)     (0.48)     (0.18)
- --------------------------------------------------  --------   --------   --------   --------
NET ASSET VALUE, END OF PERIOD                       $ 9.65     $ 9.63     $ 9.98     $10.01
- --------------------------------------------------  --------   --------   --------   --------
                                                    --------   --------   --------   --------
TOTAL RETURN (b)                                       5.94%      0.74%      4.56%      2.11%
- --------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------
  Expenses                                             0.80%      0.80%      0.76%      0.76%(c)
- --------------------------------------------------
  Net investment income                                5.44%      4.26%      4.72%      5.46%(c)
- --------------------------------------------------
  Expense waiver/reimbursement (d)                     0.43%      0.23%      0.21%      0.32%(c)
- --------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------
  Net assets, end of period (000 omitted)           $135,689   $255,891   $499,418   $113,095
- --------------------------------------------------
  Portfolio turnover                                    124%        65%        36%        38%
- --------------------------------------------------
</TABLE>

    

(a) Reflects operations for the period from May 4, 1992 (date of initial  public
    investment of Institutional Service Shares) to August 31, 1992.

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

(c) Computed on an annualized basis.

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

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

                                       2

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

   
The  Trust was established as a Massachusetts business trust under a Declaration
of Trust dated May 24, 1985. The Declaration of Trust permits the Trust to offer
separate series  of  shares of  beneficial  interest representing  interests  in
separate  portfolios  of securities.  The  shares in  any  one portfolio  may be
offered in separate classes. With respect to  this Fund, as of the date of  this
prospectus,  the Board of Trustees (the  "Trustees") has established two classes
of  shares,  Institutional  Service   Shares  and  Institutional  Shares.   This
prospectus  relates only to  Institutional Service Shares  (the "Shares") of the
Fund.
    
Shares of the Fund are designed to  give banks and other institutions that  hold
assets in an agency capacity and rely upon the distribution services provided by
the  distributor  for  the marketing  of  these  Shares, as  well  as  to retail
customers of such institutions, a  convenient means of accumulating an  interest
in a professionally managed, diversified portfolio which invests at least 65% of
the  value  of its  total assets  in  U.S. government  securities, all  of which
government securities will be adjustable  and floating rate mortgage  securities
which  are issued or guaranteed  as to payment of  principal and interest by the
U.S. government, its  agencies or  instrumentalities. In addition,  the Fund  is
designed   to  provide  an  appropriate   investment  for  particular  financial
institutions which  are  subject  to government  agency  regulations,  including
credit  unions,  savings associations,  and  national banks.  A  minimum initial
investment of $25,000 over a 90-day period is required.

   
Shares are currently sold and redeemed at  net asset value without a sales  load
imposed by the Fund.
    

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

INVESTMENT OBJECTIVE

The  investment objective  of the Fund  is to provide  current income consistent
with minimal  volatility  of principal.  Current  income includes,  in  general,
discount  earned  on U.S.  Treasury bills  and  agency discount  notes, interest
earned on mortgage related securities and other U.S. government securities,  and
short-term  capital gains.  The investment  objective cannot  be changed without
approval of shareholders. The Fund  anticipates that it will experience  minimal
volatility  of principal  due to the  frequent adjustments to  interest rates on
adjustable and floating rate mortgage  securities which comprise the  portfolio.
Of  course, there  can be no  assurance that the  Fund will be  able to maintain
minimal  volatility  of  principal  or  that  it  will  achieve  its  investment
objective.  The Fund endeavors to achieve  its investment objective, however, by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

Except as otherwise noted,  the investment policies described  below may not  be
changed by the Trustees without shareholder approval.

The  Fund will limit its investments to those that are permitted for purchase by
federal savings  associations  pursuant  to applicable  rules,  regulations,  or
interpretations of the Office of Thrift Supervision and by federal credit unions
under   the  Federal   Credit  Union  Act   and  the   rules,  regulations,  and
interpretations of the National Credit Union Administration (the "NCUA"). Should
additional permitted investments  be allowed as  a result of  future changes  in
applicable regulations or federal laws, the

                                       3

Fund  reserves the right, without shareholder approval, to make such investments
consistent with  the Fund's  investment  objective, policies,  and  limitations.
Further,  should  existing statutes  or regulations  change so  as to  cause any
securities held by the Fund to become ineligible for purchase by federal savings
associations or federal credit unions, the Fund will dispose of those securities
at times advantageous to the Fund.

As operated within the above limitations, and pursuant to the Fund's  investment
policy,  which  may  be  changed  without  shareholder  approval,  to  limit its
investments to securities that are  appropriate direct investments for  national
banks, the Fund will also serve as an appropriate vehicle for a national bank as
an investment for its own account.

ACCEPTABLE  INVESTMENTS.  The Fund pursues its investment objective by investing
at least  65% of  the value  of its  total assets  in a  professionally  managed
portfolio of U.S. government securities. As a matter of investment policy, which
may  be  changed  without shareholder  approval,  all of  these  U.S. government
securities will be adjustable  and floating rate  mortgage securities which  are
issued  or  guaranteed as  to  payment of  principal  and interest  by  the U.S.
government, its agencies or instrumentalities.

The types  of mortgage  securities in  which  the Fund  may invest  include  the
following:

    - adjustable rate mortgage securities;

    - collateralized mortgage obligations;

    - other  securities  collateralized  by or  representing  interests  in real
      estate mortgages whose interest rates reset at periodic intervals and  are
      issued   or   guaranteed  by   the  U.S.   government,  its   agencies  or
      instrumentalities.

In addition  to the  securities described  above, the  Fund may  also invest  in
direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and
bonds,  as well as obligations of  U.S. government agencies or instrumentalities
which are not collateralized by or represent interests in real estate mortgages,
as described above.

   
The Fund may also invest in  mortgage related securities, as defined in  section
3(a)(41) of the Securities Exchange Act of 1934, as amended, which are issued by
private  entities such as investment banking  firms and companies related to the
construction industry. The privately issued mortgage related securities in which
the Fund may invest include:
    
    - privately issued securities which are collateralized by pools of mortgages
      in which  each mortgage  is  guaranteed as  to  payment of  principal  and
      interest by an agency or instrumentality of the U.S. government;

    - privately issued securities which are collateralized by pools of mortgages
      in  which payment of  principal and interest are  guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

    - other privately issued securities  in which the  proceeds of the  issuance
      are  invested in mortgage-backed  securities and payment  of the principal
      and interest are supported by the credit of any agency or  instrumentality
      of the U.S. government.

                                       4

The  privately issued mortgage related securities provide for a periodic payment
consisting of  both  interest  and  principal. The  interest  portion  of  these
payments will be distributed by the Fund as income, and the capital portion will
be reinvested.

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

   
ADJUSTABLE RATE MORTGAGE  SECURITIES ("ARMs").   ARMs are pass-through  mortgage
securities  with adjustable rather than fixed  interest rates. The ARMs in which
the  Fund  invests  are  issued  by  Government  National  Mortgage  Association
("GNMA"),  Federal National Mortgage Association ("FNMA"), and Federal Home Loan
Mortgage Corporation ("FHLMC") and are actively traded. The underlying mortgages
which collateralize ARMs  issued by  GNMA are  fully guaranteed  by the  Federal
Housing  Administration ("FHA")  or Veterans Administration  ("VA"), while those
collateralizing  ARMs  issued  by  FHLMC  or  FNMA  are  typically  conventional
residential  mortgages  conforming  to  strict  underwriting  size  and maturity
constraints.
    

   
Unlike conventional bonds,  ARMs pay back  principal over the  life of the  ARMs
rather  than at maturity.  Thus, a holder of  the ARMs, such  as the Fund, would
receive monthly scheduled  payments of  principal and interest  and may  receive
unscheduled   principal  payments   representing  payments   on  the  underlying
mortgages. At the time that a holder of the ARMs reinvests the payments and  any
unscheduled  prepayments of principal that it receives, the holder may receive a
rate of interest which is actually lower  than the rate of interest paid on  the
existing  ARMs. As a consequence, ARMs may be a less effective means of "locking
in" long-term interest rates than other types of U.S. government securities.
    

   
Not unlike  other U.S.  government securities,  the market  value of  ARMs  will
generally vary inversely with changes in market interest rates. Thus, the market
value  of ARMs generally  declines when interest rates  rise and generally rises
when interest rates decline.
    

   
While ARMs generally  entail less risk  of a decline  during periods of  rapidly
rising  rates, ARMs may  also have less potential  for capital appreciation than
other  similar  investments  (e.g.,  investments  with  comparable   maturities)
because, as interest rates decline, the likelihood increases that mortgages will
be   prepaid.  Furthermore,  if  ARMs  are  purchased  at  a  premium,  mortgage
foreclosures and unscheduled  principal payments may  result in some  loss of  a
holder's  principal investment to the extent of the premium paid. Conversely, if
ARMs are purchased at a discount, both  a scheduled payment of principal and  an
unscheduled prepayment of principal would increase current and total returns and
would  accelerate the  recognition of income,  which would be  taxed as ordinary
income when distributed to shareholders.
    

COLLATERALIZED  MORTGAGE  OBLIGATIONS  ("CMOs").    CMOs  are  bonds  issued  by
single-purpose,   stand-alone  finance  subsidiaries   or  trusts  of  financial
institutions, government agencies, investment  bankers, or companies related  to
the construction industry. CMOs purchased by the Fund may be:

    - collateralized  by pools of mortgages in which each mortgage is guaranteed
      as to payment of principal and interest by an agency or instrumentality of
      the U.S. government;

    - collateralized by pools  of mortgages  in which payment  of principal  and
      interest  is guaranteed by the issuer and such guarantee is collateralized
      by U.S. government securities; or

                                       5

    - securities in which the proceeds of the issuance are invested in  mortgage
      securities  and payment of the principal and interest are supported by the
      credit of an agency or instrumentality of the U.S. government.

The Fund will  only purchase  CMOs which  are investment  grade, as  rated by  a
nationally recognized statistical rating organization.

REAL  ESTATE MORTGAGE INVESTMENT  CONDUITS ("REMICs").   REMICs are offerings of
multiple class real  estate mortgage-backed securities  which qualify and  elect
treatment  as such  under provisions  of the  Internal Revenue  Code. Issuers of
REMICs may  take  several forms,  such  as trusts,  partnerships,  corporations,
associations or a segregated pool of mortgages. Once REMIC status is elected and
obtained,  the entity is not subject to federal income taxation. Instead, income
is passed through  the entity and  is taxed to  the person or  persons who  hold
interests  in the REMIC. A REMIC interest must consist of one or more classes of
"regular interests," some of which may offer adjustable rates (the type in which
the Fund primarily  invests), and  a single  class of  "residual interests."  To
qualify  as a REMIC,  substantially all of the  assets of the  entity must be in
assets directly or indirectly secured principally by real property.

   
REGULATORY COMPLIANCE.   In accordance  with the  Rules and  Regulations of  the
NCUA,  unless the purchase is made solely to reduce interest-rate risk, the Fund
will not invest in  any CMO or  REMIC security that meets  any of the  following
three  tests: (1) the CMO or REMIC has  an expected average life greater than 10
years; (2) the average life of the CMO or REMIC extends by more than four  years
assuming  an immediate and sustained  parallel shift in the  yield curve of plus
300 basis points, or shortens by more  than six years assuming an immediate  and
sustained  parallel shift in the  yield curve of minus  300 basis points; or (3)
the estimated change in the price of the  CMO or REMIC is more than 17%, due  to
an  immediate and sustained parallel  shift in the yield  curve of plus or minus
300 basis points.
    

Neither test (1)  nor (2) above  apply to  floating or adjustable  rate CMOs  or
REMICs  with all of the following characteristics:  (a) the interest rate of the
instrument is  reset at  least annually;  (b)  the interest  rate is  below  the
contractual  cap of the instrument; (c) the  instrument is tied to a widely-used
market rate; and (d) the instrument varies directly (not inversely) and is reset
in proportion with the index's changes.

The Fund may not purchase  a residual interest in a  CMO or REMIC. In  addition,
the  Fund will not purchase zero  coupon securities with maturities greater than
10 years.

   
RESETS.  The interest rates paid on the ARMs, CMOs, and REMICs in which the Fund
invests generally are readjusted or reset at intervals of one year or less to an
increment over  some  predetermined interest  rate  index. There  are  two  main
categories of indices: those based on U.S. Treasury securities and those derived
from  a calculated measure, such as a cost of funds index or a moving average of
mortgage rates. Commonly  utilized indices  include the  one-year and  five-year
constant  maturity Treasury Note rates, the  three-month Treasury Bill rate, the
180-day Treasury  Bill  rate,  rates on  longer-term  Treasury  securities,  the
National  Median Cost  of Funds, the  one-month or  three-month London Interbank
Offered Rate (LIBOR),  the prime rate  of a specific  bank, or commercial  paper
rates.  Some indices, such as the one-year constant maturity Treasury Note rate,
closely mirror changes in market
    

                                       6

interest rate levels. Others tend to lag changes in market rate levels and  tend
to be somewhat less volatile.

   
CAPS  AND FLOORS.  The underlying  mortgages which collateralize the ARMs, CMOs,
and REMICs in which the Fund invests will frequently have caps and floors  which
limit  the maximum amount by which the loan rate to the residential borrower may
change up or down: (1) per reset or adjustment interval and (2) over the life of
the loan.  Some  residential mortgage  loans  restrict periodic  adjustments  by
limiting  changes  in the  borrower's  monthly principal  and  interest payments
rather than limiting  interest rate changes.  These payment caps  may result  in
negative amortization.
    

The  value of mortgage securities  in which the Fund  invests may be affected if
market interest rates rise or fall faster and farther than the allowable caps or
floors on the underlying residential mortgage loans. An example of the effect of
caps and floors  on a residential  mortgage loan  may be found  in the  Combined
Statement  of  Additional Information.  Additionally,  even though  the interest
rates on the underlying residential  mortgages are adjustable, amortization  and
prepayments  may occur, thereby causing the effective maturities of the mortgage
securities in which the Fund invests to be shorter than the maturities stated in
the underlying mortgages.

TEMPORARY INVESTMENTS.  For  defensive purposes only, the  Fund may also  invest
temporarily  in cash and money market instruments during times of unusual market
conditions and  to  maintain liquidity.  Money  market instruments  may  include
obligations such as:

    - obligations  of the U.S. government  or its agencies or instrumentalities;
      and

    - repurchase agreements.

REPURCHASE AGREEMENTS.  Repurchase agreements  are arrangements in which  banks,
broker/dealers, and other recognized financial institutions sell U.S. government
securities  or other  securities to the  Fund and agree  at the time  of sale to
repurchase them at a mutually  agreed upon time and  price within one year  from
the  date  of acquisition.  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.

LENDING  OF PORTFOLIO SECURITIES.   In order to  generate additional income, the
Fund may lend portfolio securities  on a short-term or  a long-term basis up  to
one-third  of the value of  its total assets 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 Fund's Board of Trustees 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.

   
There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity  to sell the  securities at a  desirable price. In  addition, in the
event that  a  borrower  of  securities would  file  for  bankruptcy  or  become
insolvent, disposition of the securities may be delayed pending court action.
    

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

                                       7

securities with payment and delivery scheduled  for a future time. The  seller's
failure  to complete these  transactions may cause  the Fund to  miss a price or
yield considered to  be advantageous. Settlement  dates may be  a month or  more
after  entering into these transactions, and the market values of the securities
purchased may  vary from  the purchase  prices. Accordingly,  the Fund  may  pay
more/less than the market value of the securities on the settlement date.

The Fund may dispose of a commitment prior to settlement if the adviser deems it
appropriate  to do so. In addition, the Fund may enter into transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

PORTFOLIO TURNOVER.   The Fund  does not  intend to  invest for  the purpose  of
seeking  short-term profits,  however securities in  its portfolio  will be sold
whenever the Fund's investment  adviser believes it is  appropriate to do so  in
light of the Fund's investment objective, without regard to the length of time a
particular security may have been held.

INVESTMENT LIMITATIONS

The Fund will not:

    - invest   in  stripped  mortgage  securities,  including  securities  which
      represent a share  of only  the interest  payments or  only the  principal
      payments from underlying mortgage related securities;

    - borrow   money   directly   or  through   reverse   repurchase  agreements
      (arrangements in  which  the  Fund  sells a  portfolio  instrument  for  a
      percentage  of its cash  value with an agreement  to buy it  back on a set
      date) or pledge securities except,  under certain circumstances, the  Fund
      may borrow up to one-third of the value of its net assets and pledge up to
      10% of the value of its total assets to secure such borrowings;

    - lend  any of its assets except portfolio securities up to one-third of the
      value of its total assets; or

    - invest more than  5% of the  value of  its total assets  in securities  of
      issuers  which  have  records  of  less  than  three  years  of continuous
      operations, including the  operation of any  predecessor. With respect  to
      the  asset-backed securities,  the Fund will  treat the  originator of the
      asset  pool  as  the  company  issuing  the  securities  for  purposes  of
      determining compliance with this limitation.

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

    - invest  more than 15% of its net  assets in securities which are illiquid,
      including repurchase  agreements providing  for  settlement in  more  than
      seven days after notice.

                                       8

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

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

    ADVISORY FEES.  The Adviser receives an annual investment advisory fee equal
    to .60  of 1%  of  the Fund's  average daily  net  assets. The  Adviser  may
    voluntarily  choose to waive a portion of  its fee or reimburse the Fund for
    certain operating expenses. This does not include reimbursement to the  Fund
    of  any  expenses  incurred by  shareholders  who use  the  transfer agent's
    subaccounting facilities. The Adviser can terminate this voluntary waiver of
    its advisory fee at any  time in its sole  discretion. The Adviser has  also
    undertaken  to  reimburse  the  Fund for  operating  expenses  in  excess of
    limitations established by certain states.

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

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

   
    Kathleen M. Foody-Malus,  Susan M. Nason,  and Todd Abraham  are the  Fund's
    co-portfolio  managers.  Ms. Foody-Malus  has  been the  Fund's co-portfolio
    manager since January  1992. Ms. Foody-Malus  joined Federated Investors  in
    1983  and has been a  Vice President of the  Fund's investment adviser since
    1993.  Ms.  Foody-Malus  served  as  an  Assistant  Vice  President  of  the
    investment adviser from 1990 until 1992. Ms. Foody-Malus received her M.B.A.
    in Accounting/ Finance from the University of Pittsburgh.
    

                                       9

   
    Susan M. Nason has been the Fund's co-portfolio manager since July 1993. Ms.
    Nason  joined Federated Investors in  1987 and has been  a Vice President of
    the Fund's investment adviser since 1993.  Ms. Nason served as an  Assistant
    Vice  President of the investment adviser from 1990 until 1992. Ms. Nason is
    a Chartered  Financial  Analyst and  received  her M.B.A.  in  Finance  from
    Carnegie-Mellon University.
    

   
    Todd  A. Abraham has been the Fund's co-portfolio manager since August 1995.
    Mr. Abraham joined Federated Investors in 1993 as an Investment Analyst  and
    has  been an Assistant Vice President of the Fund's investment adviser since
    1995. Mr. Abraham served as a  Portfolio Analyst at Ryland Mortgage  Company
    from  1992 to 1993  and as a  Bond Administrator at  Ryland Asset Management
    Company from 1990 to 1992. Mr.  Abraham received his M.B.A. in Finance  from
    Loyola College.
    

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

DISTRIBUTION OF INSTITUTIONAL SERVICE 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.

   
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES.   Under a distribution plan  adopted
in  accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund will pay to the distributor an amount, computed at an annual rate of up
to .25 of 1% of the average daily net asset value of the Shares, to finance  any
activity  which is principally intended to result  in the sale of Shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries,  custodians for  public funds,  investment advisers,  and
broker/dealers   to  provide  sales  services  or  distribution-related  support
services as agents for their clients or customers.
    

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

   
In addition, the Trust  has entered into a  Shareholder Services Agreement  with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Trust may make payments up to .25 on 1% of the average daily net asset value
of  the Trust, computed at  an annual rate, to  obtain certain personal services
for shareholders and provide maintenance  of shareholder accounts. From time  to
    

                                       10

   
time  and for such periods as deemed appropriate, the amount stated above may be
reduced voluntarily.
    

   
Under the Shareholder  Services Agreement, Federated  Shareholder Services  will
either   perform  shareholder   services  directly  or   will  select  financial
institutions  to  perform  shareholder  services.  Financial  institutions  will
receive  fees  based  upon  shares  owned by  their  clients  or  customers. The
schedules of such fees and the basis upon  which such fees will be paid will  be
determined from time to time by the Trust and Federated Shareholder Services.
    

   
The Glass-Steagall Act limits the ability of a depository institution (such as a
commercial   bank  or  a  savings  association)  to  become  an  underwriter  or
distributor of 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
Trustees will consider appropriate changes in the services.
    

State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to  the Glass-Steagall Act and, therefore,  banks and financial institutions may
be required to register as dealers pursuant to state law.

   
SUPPLEMENTAL PAYMENTS  TO  FINANCIAL  INSTITUTIONS.   In  addition  to  periodic
payments  to financial institutions under  the Distribution Plan and Shareholder
Services  Agreement,  Federated  Securities  Corp.  and  Federated   Shareholder
Services,   from  their  own   assets,  may  also   pay  financial  institutions
supplemental  fees   for  the   performance  of   substantial  sales   services,
distribution-related  support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars at recreational-type
facilities for  their employees,  providing  sales literature,  and  engineering
computer  software programs  that emphasize  the attributes  of the  Trust. Such
assistance  will  be  predicated  upon  the  amount  of  Shares  the   financial
institution  sells or  may sell,  and/or upon  the type  and nature  of sales or
marketing support furnished by the  financial institution. Any payments made  by
the distributor may be reimbursed by the Trust's Adviser or it's 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 (the "Federated Funds") as specified below:
<TABLE>
<CAPTION>
              MAXIMUM                AVERAGE AGGREGATE DAILY NET ASSETS
         ADMINISTRATIVE FEE                OF THE FEDERATED FUNDS
        --------------------        ------------------------------------
        <C>                         <S>
             .15 of 1%              on the first $250 million
             .125 of 1%             on the next $250 million
             .10 of 1%              on the next $250 million
             .075 of 1%             on assets in excess of $750 million
</TABLE>


                                       11

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,
Boston Massachusetts, is  the transfer  agent for the  Shares of  the Fund,  and
dividend disbursing agent for the Fund.
    

INDEPENDENT  AUDITORS.  The independent auditors for  the Fund are Ernst & Young
LLP, Pittsburgh, Pennsylvania.

EXPENSES OF THE FUND AND INSTITUTIONAL SERVICE SHARES

The Fund pays all  of its own  expenses. Holders of  Shares pay their  allocable
portion  of Fund  and Trust  expenses. The Trust  expenses for  which holders of
Shares pay their allocable portion include, but are not limited to: the cost  of
organizing  the Trust and  continuing its existence;  registering the Trust with
federal and state securities authorities,  Trustees' fees, the cost of  meetings
of  Trustees, legal  fees of  the Trust,  association membership  dues, and such
non-recurring and extraordinary items as may arise.

The Fund  expenses for  which  holders of  Shares  pay their  allocable  portion
include,  but are not limited  to: registering the Fund  and Shares of the Fund,
investment advisory services, taxes  and commissions, custodian fees,  insurance
premiums,  auditors' fees, and such non-recurring and extraordinary items as may
arise.

At present, the only expenses  allocated to the Shares  as a class are  expenses
under  the Fund's  Rule 12b-1  Plan, which relates  to the  Shares. However, the
Trustees reserve the right to allocate certain expenses to holders of Shares  as
they  deem appropriate (the  "Class Expenses"). In any  case, the Class Expenses
would be limited to: transfer agent fees as identified by the transfer agent  as
attributable  to holders  of Shares;  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  registration  fees  paid  to  state   securities
commissions;  expenses  related  to  administrative  personnel  and  services as
required to support holders of Shares; legal fees relating solely to Shares; and
Trustees' fees incurred as a result of issues relating solely to Shares.

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

The Fund's net asset value per share fluctuates. The net asset value for  Shares
is  determined by adding the  interest of the Shares in  the market value of all
securities and other assets of the Fund, subtracting the interest of the  Shares
in  the liabilities of the  Fund and those attributable  to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Shares will exceed that of Shares due to the variance in daily net
income realized by  each class  as a  result of  different distribution  charges
incurred  by the classes. Such variance will  reflect only accrued net income to
which the shareholders of a particular class are entitled.

                                       12

INVESTING IN INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased either by wire or mail.

To purchase Shares of the Fund, open an account by calling Federated  Securities
Corp.  Information  needed  to establish  the  account  will be  taken  over the
telephone. The Fund reserves the right to reject any purchase request.

   
BY WIRE.  To purchase Shares of the Fund by Federal Reserve wire, call the  Fund
before  4:00 p.m.  (Eastern time)  to place  an order.  The order  is considered
received immediately. Payment by federal funds must be received before 3:00 p.m.
(Eastern time)  on the  next business  day following  the order.  Federal  funds
should  be wired as  follows: Federated Services Company,  c/o State Street Bank
and Trust Company,  Boston, Massachusetts; Attention:  EDGEWIRE; For Credit  to:
Federated ARMs Fund-- Institutional Service Shares; Fund Number (this number can
be  found on the account  statement or by contacting  the Fund); Group Number or
Order Number; Nominee or Institution  Name; ABA Number 011000028. Shares  cannot
be  purchased on  days on  which the New  York Stock  Exchange is  closed and on
federal holidays restricting wire transfers.
    

   
BY MAIL.  To purchase Shares of the  Fund by mail, send a check made payable  to
Federated ARMs Fund-Institutional Service Shares to: Federated Services Company,
P.O.  Box 8600, Boston, Massachusetts 02266-8600.  Orders by mail are considered
received after payment by check is converted by the transfer agent's bank, State
Street Bank, into federal  funds. This is normally  the next business day  after
State Street Bank receives the check.
    

MINIMUM INVESTMENT REQUIRED

The  minimum initial investment  in the Fund is  $25,000 plus any non-affiliated
bank or broker's fee, if  applicable. However, an account  may be opened with  a
smaller  amount as  long as the  $25,000 minimum  is reached within  90 days. An
institutional investor's minimum investment will be calculated by combining  all
accounts   it  maintains   with  the   Fund.  Accounts   established  through  a
non-affiliated bank or broker may be subject to a smaller minimum investment.

WHAT SHARES COST

Shares are sold  at their  net asset  value next  determined after  an order  is
received.  There is no sales charge imposed  by the Fund. Investors who purchase
Shares through a  non-affiliated bank  or broker  may be  charged an  additional
service fee by that bank or broker.

   
The  net asset  value is determined  as of  the close of  trading (normally 4:00
p.m., Eastern  time) on  the New  York Stock  Exchange, Monday  through  Friday,
except  on: (i) days on  which there are not sufficient  changes in the value of
the Fund's portfolio  securities that its  net asset value  might be  materially
affected; (ii) days on 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.
    

                                       13

EXCHANGING SECURITIES FOR INSTITUTIONAL SERVICE SHARES

Investors  may exchange certain  U.S. government securities  or a combination of
securities and cash for Shares. The securities  and any cash must have a  market
value  of  at  least $25,000.  The  Fund  reserves the  right  to  determine the
acceptability of securities to be exchanged. Securities accepted by the Fund are
valued in the same manner as the Fund values its assets. Shareholders wishing to
exchange securities should first contact Federated Securities Corp.

SUBACCOUNTING SERVICES

Institutions are encouraged  to open  single master  accounts. However,  certain
institutions  may  wish  to use  the  transfer agent's  subaccounting  system to
minimize their internal recordkeeping requirements.

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

CERTIFICATES AND CONFIRMATIONS

As  transfer agent  for the Fund,  Federated Services Company  maintains a Share
account for each shareholder. Share certificates are not issued unless requested
by contacting the Fund.

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

DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are declared just prior
to determining  net  asset value.  If  an order  for  Shares is  placed  on  the
preceding  business day, Shares purchased by wire begin earning dividends on the
business day wire payment  is received by  State Street Bank.  If the order  for
Shares  and payment by wire  are received on the  same day, Shares begin earning
dividends on the  next business  day. Shares  purchased by  check begin  earning
dividends  on the business day after the check is converted, upon instruction of
the transfer agent, into federal  funds. Dividends are automatically  reinvested
on  payment dates  in additional  Shares of  the Fund  unless cash  payments are
requested by contacting the Fund.

CAPITAL GAINS

Capital gains realized by the  Fund, if any, will  be distributed at least  once
every twelve months.

REDEEMING INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

The  Fund redeems Shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will  be made on days on which  the
Fund computes its net asset

                                       14

   
value.  Redemption requests must be  received in proper form  and can be made by
telephone request or by written request.
    

TELEPHONE REDEMPTION

Shareholders may redeem their  Shares by telephoning the  Fund before 4:00  p.m.
(Eastern  time). The proceeds will normally be wired the following business day,
but in no event longer than seven days later, to the shareholder's account at  a
domestic  commercial bank that is a member  of the Federal Reserve System. 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,  the  shareholders may
experience difficulty in redeeming  by telephone. If such  a case should  occur,
another  method of  redemption, such  as that  discussed in  "Written Requests,"
should be considered.

WRITTEN REQUESTS

   
Shares may also be redeemed by sending  a written request to the Fund. Call  the
Fund  for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name, the class of Shares,
his account  number,  and  the  share  or  dollar  amount  requested.  If  Share
certificates  have been  issued, they  should be sent  by insured  mail with the
written request  to: Federated  Services Company,  500 Victory  Road-2nd  Floor,
North Quincy, MA 02171.
    

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

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

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

    - a savings bank or savings and loan association whose deposits are  insured
      by  the Savings Association Insurance Fund ("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 and its transfer agent  reserve
the right to amend these standards at any time without notice.

RECEIVING  PAYMENT.   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.

                                       15

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem Shares in  any account and  pay the  proceeds to the  shareholder if  the
account  balance  falls  below  a  required  minimum  value  of  $25,000  due to
shareholder redemptions.  This  requirement  does not  apply,  however,  if  the
balance  falls below $25,000 because  of changes in the  Fund's net asset value.
Before Shares are redeemed to close  an account, the shareholder is notified  in
writing  and allowed 30 days  to purchase additional Shares  to meet the minimum
requirement.

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

VOTING RIGHTS

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

As a Massachusetts  business trust,  the Trust is  not required  to hold  annual
shareholder  meetings.  Shareholder approval  will  be sought  only  for certain
changes in the Trust's or the Fund's operation and for the election of  Trustees
under certain circumstances.

Trustees may be removed by the Trustees or by shareholders at a special meeting.
A  special meeting of the Fund shall be  called by the Trustees upon the written
request of shareholders owning at least 10% of the Trust's outstanding shares of
all portfolios entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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

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

                                       16

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

FEDERAL INCOME TAX

The  Fund  will pay  no  federal income  tax because  the  Fund 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.

The Fund will be  treated as a  single, separate entity  for federal income  tax
purposes  so that  income (including  capital gains)  and losses  related by the
Trust's other portfolios,  if any, will  not be combined  for tax purposes  with
those realized by the Fund.

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.

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

    - the Fund is not subject to the Pennsylvania corporate or personal property
      tax; and

    - Shares may  be subject  to personal  property taxes  imposed by  counties,
      municipalities,  and school districts  in Pennsylvania to  the extent that
      the Fund's portfolio securities  would be subject to  such taxes if  owned
      directly by residents of those jurisdictions.

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
Institutional Service Shares.

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

The  yield of  Institutional Service  Shares is  calculated by  dividing the net
investment  income  per  share  (as  defined  by  the  Securities  and  Exchange
Commission)  earned by Institutional Service Shares  over a thirty-day period by
the offering price per share of Institutional Service Shares 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  Institutional
Service  Shares  and, therefore,  may not  correlate to  the dividends  or other
distributions paid to shareholders.

The Institutional  Service Shares  are  sold without  any  sales load  or  other
similar non-recurring charges.

                                       17

   
Total  return and yield will be  calculated separately for Institutional Service
Shares and Institutional Shares.
    

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

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

   
The Fund  also  offers another  class  of shares  called  Institutional  Shares.
Institutional  Shares  are  sold  primarily  to  accounts  for  which  financial
institutions act in a fiduciary or  agency capacity, and other accounts where  a
financial  institution maintains master accounts with an aggregate investment of
at least $400 million in certain  mutual funds which are advised or  distributed
by  affiliates  of  Federated  Investors.  Shares  are  also  made  available to
financial intermediaries, public, and  private organizations. A minimum  initial
investment of $25,000 over a 90-day period is required. Institutional Shares are
sold at net asset value and are distributed without a Rule 12b-1 Plan.
    

   
Shares  and Institutional  Shares are subject  to certain of  the same expenses.
Expense differences  between  Shares and  Institutional  Shares may  affect  the
performance of each class.
    

   
To  obtain more information and a prospectus for Institutional Shares, investors
may call 1-800-235-4669.
    

                                       18

FEDERATED ARMS FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   PRINCIPAL
    AMOUNT                                                                VALUE
- ---------------   --------------------------------------------------  --------------
<C>               <S>                                                 <C>
U.S. GOVERNMENT OBLIGATIONS--88.1%
- --------------------------------------------------------------------
                  FEDERAL HOME LOAN MORTGAGE CORP. REMIC--0.9%
                  --------------------------------------------------
$  8,221,340      10.15%, Series MH1-A, 4/15/2006                     $    8,387,328
                  --------------------------------------------------  --------------
                  FEDERAL HOME LOAN MORTGAGE CORP. PC ARM--49.3%
                  --------------------------------------------------
 477,343,424      5.261%-8.25%, 11/1/2017-4/1/2029                       489,417,687
                  --------------------------------------------------  --------------
                  FEDERAL NATIONAL MORTGAGE ASSOCIATION--1.2%
                  --------------------------------------------------
      20,303      12.00%, 3/1/2013                                            22,809
                  --------------------------------------------------
   4,136,004      11.50%, 8/1/2014-11/1/2015                               4,612,885
                  --------------------------------------------------
   6,908,461      11.00%, 12/1/2015                                        7,655,334
                  --------------------------------------------------  --------------
                      Total                                               12,291,028
                  --------------------------------------------------  --------------
                  FEDERAL NATIONAL MORTGAGE ASSOCIATION ARM--24.5%
                  --------------------------------------------------
 237,424,907      5.50%-8.302%, 8/1/2018-3/1/2033                        242,721,636
                  --------------------------------------------------  --------------
                  GOVERNMENT NATIONAL MORTGAGE ASSOCIATION--4.2%
                  --------------------------------------------------
   5,985,111      12.00%, 9/15/2013-1/15/2014                              6,791,126
                  --------------------------------------------------
  16,071,037      11.50%, 10/15/2010-4/15/2020                            18,059,668
                  --------------------------------------------------
  15,231,109      11.00%, 12/15/2009-7/15/2020                            16,934,860
                  --------------------------------------------------  --------------
                      Total                                               41,785,654
                  --------------------------------------------------  --------------
                  GOVERNMENT NATIONAL MORTGAGE ASSOCIATION ARM--8.0%
                  --------------------------------------------------
  55,000,000      6.00%, 10/20/2025                                       55,034,375
                  --------------------------------------------------
  25,000,000      5.50%, 9/20/2025                                        24,695,250
                  --------------------------------------------------  --------------
                      Total                                               79,729,625
                  --------------------------------------------------  --------------
                    TOTAL U.S. GOVERNMENT OBLIGATIONS (IDENTIFIED
                    COST $869,862,536)                                   874,332,958
                  --------------------------------------------------  --------------
U.S. TREASURY OBLIGATIONS--5.0%
- --------------------------------------------------------------------
                  U.S. TREASURY NOTES--5.0%
                  --------------------------------------------------
  50,000,000      5.625%-6.125%, 5/31/1997-6/30/1997                      49,997,200
                  --------------------------------------------------  --------------
                    TOTAL U.S. TREASURY OBLIGATIONS (IDENTIFIED COST
                    $49,801,383)                                          49,997,200
                  --------------------------------------------------  --------------
</TABLE>


                                       19

FEDERATED ARMS FUND
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
   PRINCIPAL
    AMOUNT                                                                VALUE
- ---------------   --------------------------------------------------  --------------
<C>               <S>                                                 <C>
(a) REPURCHASE AGREEMENTS--14.5%
- --------------------------------------------------------------------
$ 40,000,000      Harris, Nesbitt, Thomson Securities, Inc., 5.80%,
                  dated 8/31/1995, due 9/1/1995                       $   40,000,000
                  --------------------------------------------------
   3,445,000      J.P. Morgan Securities, Inc., 5.83%, dated
                  8/31/1995, due 9/1/1995                                  3,445,000
                  --------------------------------------------------
  50,000,000  (b) CS First Boston Corp., 5.76%, dated 8/18/1995, due
                  9/21/1995                                               50,000,000
                  --------------------------------------------------
  50,000,000  (b) CS First Boston Corp., 5.75%, dated 8/24/1995, due
                  9/21/1995                                               50,000,000
                  --------------------------------------------------  --------------
                    TOTAL REPURCHASE AGREEMENTS (AT AMORTIZED COST)      143,445,000
                  --------------------------------------------------  --------------
                    TOTAL INVESTMENTS (IDENTIFIED COST
                    $1,063,108,919)(C)                                $1,067,775,158
                  --------------------------------------------------  --------------
                                                                      --------------
</TABLE>

    

(a) The repurchase agreements are fully collateralized by U.S. government and/or
    agency obligations based on market prices at the date of the portfolio.  The
    investment  in the repurchase  agreements is through  participation in joint
    accounts with other Federated funds.

(b) Although final  maturity falls  beyond seven  days, a  liquidity feature  is
    included  in  the  transaction  to  permit  termination  of  the  repurchase
    agreement.

   
(c) The cost of investments for federal tax purposes amounts to  $1,063,171,419.
    The unrealized appreciation of investments on a federal tax basis amounts to
    $4,603,739  which  is comprised  of  $7,985,978 appreciation  and $3,382,239
    depreciation at August 31, 1995.
    

Note: The categories of  investments are  shown as  a percentage  of net  assets
      ($992,189,551) at August 31, 1995.

   
The following acronyms are used throughout this portfolio:
    

   
<TABLE>
<S>        <C>        <C>
ARM           --      Adjustable Rate Mortgage
PC            --      Participation Certificate
REMIC         --      Real Estate Mortgage Investment Conduit
</TABLE>

    

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

                                       20

FEDERATED ARMS FUND
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 31, 1995
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                 <C>           <C>
ASSETS:
- ----------------------------------------------------------------
Investments in repurchase agreements                $143,445,000
- --------------------------------------------------
Investments in securities                            924,330,158
- --------------------------------------------------  ------------
Total investments, at value (identified cost $1,063,108,919,
and tax cost $1,063,171,419)                                      $1,067,775,158
- ----------------------------------------------------------------
Cash                                                                       2,093
- ----------------------------------------------------------------
Income receivable                                                     18,725,347
- ----------------------------------------------------------------
Receivable for investments sold                                       64,983,932
- ----------------------------------------------------------------
Receivable for shares sold                                                21,893
- ----------------------------------------------------------------  --------------
    Total assets                                                   1,151,508,423
- ----------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------
Payable for investments purchased                   $154,694,653
- --------------------------------------------------
Payable for shares redeemed                              513,244
- --------------------------------------------------
Income distribution payable                            3,940,725
- --------------------------------------------------
Accrued expenses                                         170,250
- --------------------------------------------------  ------------
    Total liabilities                                                159,318,872
- ----------------------------------------------------------------  --------------
NET ASSETS for 102,766,717 shares outstanding                     $  992,189,551
- ----------------------------------------------------------------  --------------
                                                                  --------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------
Paid in capital                                                   $1,072,779,815
- ----------------------------------------------------------------
Net unrealized appreciation of investments                             4,666,239
- ----------------------------------------------------------------
Accumulated net realized loss on investments                        (85,501,005)
- ----------------------------------------------------------------
Undistributed net investment income                                      244,502
- ----------------------------------------------------------------  --------------
Total Net Assets                                                  $  992,189,551
- ----------------------------------------------------------------  --------------
                                                                  --------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER
SHARE:
- ----------------------------------------------------------------
INSTITUTIONAL SHARES:
- ----------------------------------------------------------------
$856,500,205  DIVIDED BY 88,712,689 shares
outstanding                                                       $         9.65
- ----------------------------------------------------------------  --------------
                                                                  --------------
INSTITUTIONAL SERVICE SHARES:
- ----------------------------------------------------------------
$135,689,346  DIVIDED BY 14,054,028 shares
outstanding                                                       $         9.65
- ----------------------------------------------------------------  --------------
                                                                  --------------
</TABLE>

    

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

                                       21

FEDERATED ARMS FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                            <C>            <C>             <C>
INVESTMENT INCOME:
- ------------------------------------------------------------------------------------------
Interest (net of dollar roll expense of $512,518)                                             $ 73,723,992
- ------------------------------------------------------------------------------------------
EXPENSES:
- ------------------------------------------------------------------------------------------
Investment advisory fee                                                       $  7,041,965
- --------------------------------------------------------------------------
Administrative personnel and services fee                                          888,461
- --------------------------------------------------------------------------
Custodian fees                                                                     220,349
- --------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                           125,626
- --------------------------------------------------------------------------
Directors'/Trustees' fees                                                           16,925
- --------------------------------------------------------------------------
Auditing fees                                                                       17,701
- --------------------------------------------------------------------------
Legal fees                                                                          12,866
- --------------------------------------------------------------------------
Portfolio accounting fees                                                          167,714
- --------------------------------------------------------------------------
Distribution services fee--Institutional Service Shares                            451,765
- --------------------------------------------------------------------------
Shareholder services fee--Institutional Shares                                   2,482,387
- --------------------------------------------------------------------------
Shareholder services fee--Institutional Service Shares                             451,765
- --------------------------------------------------------------------------
Share registration costs                                                            40,841
- --------------------------------------------------------------------------
Printing and postage                                                                16,583
- --------------------------------------------------------------------------
Insurance premiums                                                                  30,336
- --------------------------------------------------------------------------
Taxes                                                                               16,945
- --------------------------------------------------------------------------
Miscellaneous                                                                       20,002
- --------------------------------------------------------------------------    ------------
    Total expenses                                                              12,002,231
- --------------------------------------------------------------------------
Waivers and reimbursements--
- --------------------------------------------------------------------------
  Waiver of investment advisory fee                            $(2,149,890)
- ------------------------------------------------------------
  Waiver of distribution services fee--Institutional Service
  Shares                                                          (446,344)
- ------------------------------------------------------------
  Waiver of shareholder services fee--Institutional Shares      (2,482,387)
- ------------------------------------------------------------
  Waiver of shareholder services fee--Institutional Service
  Shares                                                            (5,421)
- ------------------------------------------------------------   -----------
    Total waivers                                                               (5,084,042)
- --------------------------------------------------------------------------    ------------
      Net expenses                                                                               6,918,189
- ------------------------------------------------------------------------------------------    ------------
        Net investment income                                                                   66,805,803
- ------------------------------------------------------------------------------------------    ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ------------------------------------------------------------------------------------------
Net realized loss on investments                                                               (14,896,854)
- ------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of investments                             12,930,685
- ------------------------------------------------------------------------------------------    ------------
    Net realized and unrealized loss on investments                                             (1,966,169)
- ------------------------------------------------------------------------------------------    ------------
      Change in net assets resulting from operations                                          $ 64,839,634
- ------------------------------------------------------------------------------------------    ------------
                                                                                              ------------
</TABLE>


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

                                       22

FEDERATED ARMS FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED AUGUST 31,
                                                                            ----------------------------------
                                                                                 1995               1994
                                                                            ---------------    ---------------
<S>                                                                         <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------------------
Net investment income                                                       $    66,805,803    $   109,274,386
- -------------------------------------------------------------------------
Net realized gain (loss) on investments ($57,180,753 net loss and
$16,735,698 net loss, respectively, as computed for federal tax purposes)       (14,896,854)       (55,879,989)
- -------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of investments              12,930,685        (24,269,803)
- -------------------------------------------------------------------------   ---------------    ---------------
    Change in net assets resulting from operations                               64,839,634         29,124,594
- -------------------------------------------------------------------------   ---------------    ---------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------------------
Distributions from net investment income
- -------------------------------------------------------------------------
  Institutional Shares                                                          (56,778,571)       (90,585,086)
- -------------------------------------------------------------------------
  Institutional Service Shares                                                   (9,782,730)       (18,689,300)
- -------------------------------------------------------------------------   ---------------    ---------------
    Change in net assets resulting from distributions to shareholders           (66,561,301)      (109,274,386)
- -------------------------------------------------------------------------   ---------------    ---------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------------------
Proceeds from sale of shares                                                     53,202,918      1,886,076,982
- -------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                           16,413,082         34,585,437
- -------------------------------------------------------------------------
Cost of shares redeemed                                                        (570,408,807)    (3,515,114,267)
- -------------------------------------------------------------------------   ---------------    ---------------
    Change in net assets resulting from share transactions                     (500,792,807)    (1,594,451,848)
- -------------------------------------------------------------------------   ---------------    ---------------
        Change in net assets                                                   (502,514,474)    (1,674,601,640)
- -------------------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------------------
Beginning of period                                                           1,494,704,025      3,169,305,665
- -------------------------------------------------------------------------   ---------------    ---------------
End of period (including undistributed net investment income of $244,502
and $0, respectively)                                                       $   992,189,551    $ 1,494,704,025
- -------------------------------------------------------------------------   ---------------    ---------------
                                                                            ---------------    ---------------
</TABLE>

    

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

                                       23

FEDERATED ARMS FUND
NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1995
- --------------------------------------------------------------------------------

(1) ORGANIZATION

Federated  ARMs Fund (the "Fund") is registered under the Investment Company Act
of  1940,  as  amended  (the  "Act"),  as  a  diversified,  open-end  management
investment  company. The Fund offers two classes of shares: Institutional Shares
and Institutional Service Shares.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

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

    REPURCHASE AGREEMENTS--It is the policy of the Fund to require the custodian
    bank  to take possession, to have  legally segregated in the Federal Reserve
    Book Entry System, or to have segregated within the custodian bank's  vault,
    all  securities held as collateral  under repurchase agreement transactions.
    Additionally, procedures have been established by the Fund to monitor, on  a
    daily  basis, the market value of  each repurchase agreement's collateral to
    ensure that the value of collateral at least equals the repurchase price  to
    be paid under the repurchase agreement transaction.

    The  Fund will  only enter into  repurchase agreements with  banks and other
    recognized financial institutions, such as broker/dealers, which are  deemed
    by  the Fund's adviser to be  creditworthy pursuant to the guidelines and/or
    standards reviewed or established by the Board of Trustees (the "Trustees").
    Risks may arise from the potential inability of counterparties to honor  the
    terms  of the repurchase agreement. Accordingly, the Fund could receive less
    than the repurchase price on the sale of collateral securities.

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

   
    FEDERAL  TAXES--It is the Fund's policy to comply with the provisions of the
    Code applicable  to  regulated investment  companies  and to  distribute  to
    shareholders  each  year substantially  all of  its income.  Accordingly, no
    provisions for federal tax are necessary. At August 31, 1995, the Fund,  for
    federal  tax purposes, had a capital loss carryforward of $75,715,884, which
    will reduce the Fund's taxable income arising from future net realized  gain
    on investments, if any, to the extent
    

                                       24

FEDERATED ARMS FUND
- --------------------------------------------------------------------------------
    permitted  by the Code, and thus will reduce the amount of the distributions
    to shareholders which would  otherwise be necessary to  relieve the Fund  of
    any  liability  for federal  tax. Pursuant  to the  Code, such  capital loss
    carryforward will expire as follows:

   
<TABLE>
<CAPTION>
                     EXPIRATION YEAR       EXPIRATION AMOUNT
                     ---------------       -----------------
                     <S>                   <C>
                          2001              1,799,4$33
                          2002             16,735,6$98
                          2003             57,180,7$53
</TABLE>

    

   
    Additionally, net  capital losses  of  $9,722,167 attributable  to  security
    transactions  incurred after October 31, 1994  are treated as arising on the
    first day of the Fund's next taxable year.
    

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

   
    DOLLAR ROLL  TRANSACTIONS--The Fund  enters into  dollar roll  transactions,
    with respect to mortgage securities issued by GNMA, FNMA, and FHLMC in which
    the   Fund  sells   mortgage  securities   to  financial   institutions  and
    simultaneously agrees to accept substantially similar (same type, coupon and
    maturity) securities at a  later date at an  agreed upon price. Dollar  roll
    transactions  are short-term  financing arrangements  which will  not exceed
    twelve  months.  The  Fund  will   use  the  proceeds  generated  from   the
    transactions  to  invest in  short-term investments,  which may  enhance the
    Fund's current yield and total return.
    

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

                                       25
FEDERATED ARMS FUND
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

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

   
<TABLE>
<CAPTION>
                                                      YEAR ENDED AUGUST 31,         YEAR ENDED AUGUST 31,
                                                    --------------------------  -----------------------------
               FEDERATED ARMS FUND                             1995                         1994
- --------------------------------------------------  --------------------------  -----------------------------
INSTITUTIONAL SHARES                                  SHARES        AMOUNT         SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  ------------  ---------------
<S>                                                 <C>          <C>            <C>           <C>
Shares sold                                           4,182,411  $  40,047,848   141,739,864  $ 1,407,584,109
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                1,395,941     13,381,363     2,487,150       24,495,269
- --------------------------------------------------
Shares redeemed                                     (45,474,917)  (434,478,884) (283,203,693)  (2,797,587,573)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
  Net change resulting from Institutional Share
  transactions                                      (39,896,565) $(381,049,673) (138,976,679) $(1,365,508,195)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
                                                    -----------  -------------  ------------  ---------------
</TABLE>

    
<TABLE>
<CAPTION>
                                                      YEAR ENDED AUGUST 31,         YEAR ENDED AUGUST 31,
                                                    --------------------------  -----------------------------
               FEDERATED ARMS FUND                             1995                         1994
- --------------------------------------------------  --------------------------  -----------------------------
INSTITUTIONAL SERVICE SHARES                          SHARES        AMOUNT         SHARES         AMOUNT
- --------------------------------------------------  -----------  -------------  ------------  ---------------
<S>                                                 <C>          <C>            <C>           <C>
Shares sold                                           1,373,723  $  13,155,070    48,183,748  $   478,492,873
- --------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                  316,407      3,031,719     1,024,374       10,090,168
- --------------------------------------------------
Shares redeemed                                     (14,200,812)  (135,929,923)  (72,696,731)    (717,526,694)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
  Net change resulting from Institutional Service
  Share transactions                                (12,510,682) $(119,743,134)  (23,488,609) $  (228,943,653)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
                                                    -----------  -------------  ------------  ---------------
  Net change resulting from Fund share
  transactions                                      (52,407,247) $(500,792,807) (162,465,288) $(1,594,451,848)
- --------------------------------------------------  -----------  -------------  ------------  ---------------
                                                    -----------  -------------  ------------  ---------------
</TABLE>


(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

   
INVESTMENT ADVISORY  FEE--Federated Management,  the Fund's  investment  adviser
(the  "Adviser"), receives  for its services  an annual  investment advisory fee
equal to .60  of 1%  of the  Fund's average daily  net assets.  The Adviser  may
voluntarily  choose to  waive a portion  of its  fee. The Adviser  can modify or
terminate this voluntary waiver at any time at its sole discretion.
    

ADMINISTRATIVE  FEE--Federated  Administrative   Services  ("FAS"),  under   the
Administrative   Services  Agreement,  provides  the  Fund  with  administrative
personnel and services. The FAS fee is  based on the level of average  aggregate
daily   net  assets   of  all  funds   advised  by   subsidiaries  of  Federated
Inves-

                                       26

FEDERATED ARMS FUND
- --------------------------------------------------------------------------------
tors for the period.  The administrative fee received  during the period of  the
Administrative  Services Agreement shall be at  least $125,000 per portfolio and
$30,000 per each additional class of shares.

   
DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp.  ("FSC"), the principal distributor,  from
the  net assets of the Fund to finance activities intended to result in the sale
of the Fund's Institutional Service Shares. The Plan provides that the Fund  may
incur  distribution expenses up to .25 of 1%  of the average daily net assets of
the  Institutional  Service  Shares,  annually,  to  compensate  FSC.  FSC   may
voluntarily  choose to waive a  portion of its fee.  FSC can modify or terminate
this voluntary waiver at any time at its sole discretion.
    

   
SHAREHOLDER SERVICES FEE--Under  the terms of  a Shareholder Services  Agreement
with  Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of each class of shares for the period. This  fee
is  to  obtain certain  services for  shareholders  and to  maintain shareholder
accounts. FSS may  voluntarily choose to  waive a  portion of its  fee. FSS  can
modify or terminate this voluntary waiver at any time at its sole discretion.
    

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

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

INTERFUND  TRANSACTIONS--During the year ended August 31, 1995, the Fund engaged
in purchase  and sale  transactions with  funds that  have a  common  investment
adviser,  common Directors/Trustees, and/ or common officers. These transactions
were made at current market value pursuant to Rule 17a-7 under the Act amounting
to $150,485,148 and $139,930,230, respectively.
GENERAL--Certain of  the Officers  and Trustees  of the  Fund are  Officers  and
Directors or Trustees of the above companies.

(5) INVESTMENT TRANSACTIONS

   
Purchases  and sales  of investments,  excluding short-term  securities, for the
year ended August 31, 1995, were as follows:
    
<TABLE>
<S>                                                 <C>
- --------------------------------------------------
PURCHASES                                           $1,397,819,370
- --------------------------------------------------  --------------
SALES                                               $1,689,872,419
- --------------------------------------------------  --------------
</TABLE>


                                       27

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of
FEDERATED ARMs FUND:

   
We  have  audited  the  accompanying  statement  of  assets  and  liabilities of
Federated ARMs Fund, including  the portfolio of investments,  as of August  31,
1995,  and the  related statement  of operations  for the  year then  ended, the
statement of changes in net assets for each of the two years in the period  then
ended,  and the  financial highlights for  the periods  presented therein. These
financial statements  and financial  highlights are  the responsibility  of  the
Fund's  management.  Our  responsibility  is  to  express  an  opinion  on these
financial statements and financial highlights based on our audits.
    

   
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about  whether  the  financial  statements  and  financial
highlights  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements.  Our  procedures included  confirmation  of securities  owned  as of
August 31, 1995, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,  as   well  as  evaluating   the  overall  financial   statement
presentation.  We believe  that our  audits provide  a reasonable  basis for our
opinion.
    

   
In our opinion, the  financial statements and  financial highlights referred  to
above  present  fairly,  in all  material  respects, the  financial  position of
Federated ARMs Fund at August  31, 1995, the results  of its operations for  the
year  then ended, the changes in its net assets for each of the two years in the
period then  ended,  and the  financial  highlights for  the  periods  presented
therein, in conformity with generally accepted accounting principles.
    

                                                               ERNST & YOUNG LLP

   
Pittsburgh, Pennsylvania
October 6, 1995
    

                                       28

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

   
<TABLE>
<S>                                                              <C>
Federated ARMs Fund
              Institutional Service Shares                       Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------

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

Investment Adviser
              Federated Management                               Federated Investors Tower
                                                                 Pittsburgh, Pennsylvania 15222-3779
- -------------------------------------------------------------------------------------------

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

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

Independent Public Accountants
              Ernst & Young LLP                                  One Oxford Centre
                                                                 Pittsburgh, Pennsylvania 15219
- -------------------------------------------------------------------------------------------
</TABLE>

    

                                       29

- --------------------------------------------------------------------------------
                                            FEDERATED ARMS FUND
                                            INSTITUTIONAL SERVICE SHARES
                                            PROSPECTUS

   
                                           A Diversified Portfolio of
                                           Federated ARMs Fund,
                                           an Open-End Management
                                           Investment Company
    

   
                                           October 31, 1995
    

   
[LOGO]     FEDERATED SECURITIES CORP.
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 314082207
           8100309A-SS (10/95)                     [RECYCLED PAPER LOGO]

    



                              FEDERATED ARMS FUND
                              INSTITUTIONAL SHARES
                          INSTITUTIONAL SERVICE SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION
   This Combined Statement of Additional Information should be read with the
   respective prospectus for Institutional Shares or Institutional Service
   Shares of Federated ARMs Fund (the "Fund") dated October 31, 1995. This
   Combined Statement is not a prospectus itself. To receive a copy of either
   prospectus, write or call the Fund.
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779
                        Statement dated October 31, 1995













           FEDERATED SECURITIES
           CORP.

           Distributor
           A Subsidiary of
           FEDERATED INVESTORS



GENERAL INFORMATION ABOUT THE FUND         Distribution Plan (Institutional
                                1            Service Shares Only) and
                                             Shareholder Services Agreement24
INVESTMENT OBJECTIVE AND POLICIES1
                                           Conversion to Federal Funds    25
 Types of Investments           1
 When-Issued and Delayed Delivery
  Transactions                  3
 Repurchase Agreements          3
 Lending of Portfolio Securities4
 Reverse Repurchase Agreements  4
 Portfolio Turnover             5
INVESTMENT LIMITATIONS          6

FEDERATED ARMS FUND MANAGEMENT  9

 Fund Ownership                18
 Trustees Compensation         18
 Trustee Liability             20
INVESTMENT ADVISORY SERVICES   20

 Adviser to the Fund           20
 Advisory Fees                 20
 Other Related Services        21
ADMINISTRATIVE SERVICES        21

 Transfer agent and Dividend
  Disbursing Agent             22
BROKERAGE TRANSACTIONS         22

PURCHASING SHARES              23



DETERMINING NET ASSET VALUE    25

 Determining Value of Securities25
REDEEMING SHARES               26

EXCHANGING SECURITIES FOR FUND SHARES
                               26

 Tax Consequences              13
TAX STATUS                     27

 The Fund's Tax Status         27
 Shareholders' Tax Status      27
TOTAL RETURN                   28

YIELD                          28

PERFORMANCE COMPARISONS        29

ABOUT FEDERATED INVESTORS      31

 Mutual Fund Market            32
 Institutional                 32
 Trust Organizations           32
 Broker/Dealers and
    Bank Broker/Dealer Subsidiaries
                               32
APPENDIX                       33



GENERAL INFORMATION ABOUT THE FUND

Federated ARMs Fund (the "Fund") was established as a Massachusetts business
trust under a Declaration of Trust dated May 24, 1985. The Declaration of Trust
permits the Fund to offer separate series and classes of shares.
Shares of the Fund are offered in two classes, Institutional Shares and
Institutional Service Shares (individually and collectively referred to as the
"Shares"). This Combined Statement of Additional Information relates to both of
the above-mentioned Shares of the Fund.
INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to provide current income consistent with
minimal volatility of principal. Current income includes, in general, discount
earned on U.S. Treasury bills and agency discount notes, interest earned on
mortgage-related securities and other U.S. government securities, and short-term
capital gains. The investment objective cannot be changed without approval of
shareholders. The Fund anticipates that it will experience minimal volatility of
principal due to the frequent adjustments to interest rates on adjustable and
floating rate mortgage securities which comprise the portfolio. Of course, there
can be no assurance that the Fund will be able to maintain minimal volatility of
principal or that it will achieve its investment objective. The Fund endeavors
to achieve its investment objective, however, by following the investment
policies described in each prospectus and this Combined Statement of Additional
Information.
TYPES OF INVESTMENTS
The Fund will invest at least 65% of the value of its total assets in adjustable
and floating rate mortgage securities which are issued or guaranteed as to
payment of principal and interest by the U.S. government, its agencies or



instrumentalities. These securities and other U.S. government or agency
obligations are backed by:
   o the full faith and credit of the U.S. Treasury;
   o the issuer's right to borrow from the U.S. Treasury;
   o the discretionary authority of the U.S. government to purchase certain
     obligations of agencies or instrumentalities; or
   o the credit of the agency or instrumentality issuing the obligations.
Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:
   o Federal Farm Credit System, including the National Bank for Cooperatives,
     Farm Credit Banks, and Banks for Cooperatives;
   o Federal Home Loan Banks;
   o Federal National Mortgage Association;
   o Student Loan Marketing Association; and
   o Federal Home Loan Mortgage Corporation.
  PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES
     Privately issued mortgage-related securities generally represent an
     ownership interest in federal agency mortgage pass-through securities, such
     as those issued by Government National Mortgage Association. The terms and
     characteristics of the mortgage instruments may vary among pass-through
     mortgage loan pools.
     The market for such mortgage-related securities has expanded considerably
     since its inception. The size of the primary issuance market and the active
     participation in the secondary market by securities dealers and other
     investors make government-related pools highly liquid.
  CAPS AND FLOORS
     The value of mortgage-related securities in which the Fund invests may be
     affected if interest rates rise or fall faster and farther than the



     allowable caps on the underlying residential mortgage loans. For example,
     consider a residential mortgage loan with a rate which adjusts annually, an
     initial interest rate of 10%, a 2% per annum interest rate cap, and a 5%
     life of loan interest rate cap. If the index against which the underlying
     interest rate on the residential mortgage loan is compared--such as the
     one-year Treasury-- moves up by 3%, the residential mortgage loan rate may
     not increase by more than 2% to 12% the first year. As one of the
     underlying residential mortgages for the securities in which the Fund
     invests, the residential mortgage would depress the value of the securities
     and, therefore, the net asset value of the Fund. If the index against which
     the interest rate on the underlying residential mortgage loan is compared
     moves up no faster or farther than the cap on the underlying mortgage loan
     allows, or if the index moves down as fast or faster than the floor on the
     underlying mortgage loan allows, the mortgage would maintain or improve the
     value of the securities in which the Fund invests and, therefore, the net
     asset value of the Fund.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
REPURCHASE AGREEMENTS
The Fund requires its custodian to take possession of the securities subject to
repurchase agreements, and these securities are 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 a defaulting seller files for bankruptcy or
becomes insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Fund's adviser to
be creditworthy pursuant to guidelines established by the Board of Trustees (the
"Trustees").
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 equivalent collateral to the borrower or placing
broker.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the



future the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These assets are marked to market daily and
are maintained until the transaction is settled.
During the period any reverse repurchase agreements are outstanding, but only to
the extent necessary to assure completion of the reverse repurchase agreements,
the Fund will restrict the purchase of portfolio instruments to money market
instruments maturing on or before the expiration date of the reverse repurchase
agreements.
PORTFOLIO TURNOVER
The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objective. For the fiscal years ended         August 31,
1995, and 1994, the portfolio turnover rates were 124%, and 65%, respectively.
For the fiscal year ended August 31, 1995, the variation in the Fund's portfolio
turnover rate was due to an increase in the number of redemptions incurred by
the Fund.



INVESTMENT LIMITATIONS

  STRIPPED MORTGAGE SECURITIES
     The Fund will not invest in stripped mortgage securities, including
     securities which represent a share of only the interest payments or only
     the principal payments from underlying mortgage related securities.
  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.
  ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities except that the Fund may borrow
     money and engage in reverse repurchase agreements in amounts up to one-
     third of the value of its net assets, including the amounts borrowed.
     The Fund will not borrow money or engage in reverse repurchase agreements
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure or to facilitate management of the portfolio by enabling
     the Fund to meet redemption requests when the liquidation of portfolio
     securities is deemed to be inconvenient or disadvantageous. The Fund will
     not purchase any securities while any such borrowings are outstanding.
     During the period any reverse repurchase agreements are outstanding, but
     only to the extent necessary to assure completion of the reverse repurchase
     agreements, the Fund will restrict the purchase of portfolio instruments to
     money market instruments maturing on or before the expiration date of the
     reverse repurchase agreements.
  PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings. In those cases, it may pledge assets having a



     market value not exceeding the lesser of the dollar amounts borrowed or 10%
     of the value of total assets at the time of the borrowing.
  DIVERSIFICATION OF INVESTMENTS
     With respect to securities comprising 75% of the value of its total assets,
     the Fund will not purchase securities of any one issuer (other than cash,
     cash items, or securities issued or guaranteed by the government of the
     United States or its agencies or instrumentalities and repurchase
     agreements collateralized by U.S. government securities) if, as a result,
     more than 5% of the value of its total assets would be invested in
     securities of that issuer.
  INVESTING IN REAL ESTATE
     The Fund will not buy or sell real estate, although it may invest in the
     securities of companies whose business involves the purchase or sale of
     real estate or in securities which are secured by real estate or interests
     in real estate.
  INVESTING IN COMMODITIES
     The Fund will not purchase or sell commodities.
  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.
  LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets, except portfolio securities up to
     one-third of the value of its total assets.
  SELLING SHORT
     The Fund will not sell securities short.



  INVESTING IN ILLIQUID SECURITIES
     The Fund will not invest more than 15% of its net assets in securities
     which are illiquid, including repurchase agreements providing for
     settlement in more than seven days after notice.
  INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will not purchase securities of other investment companies, except
     by 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.
  INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     securities of issuers which have records of less than three years of
     continuous operations, including the operation of any predecessor. With
     respect to the asset-backed securities, the Fund will treat the originator
     of the asset pool as the company issuing the securities for purposes of
     determining compliance with this limitation.
The above investment limitations cannot be changed without shareholder approval.
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 engage in reverse repurchase agreements, purchase securities of
other investment companies, borrow money, or invest in illiquid securities in
excess of 5% of the value of its total assets during the last fiscal year and
has no present intent to do so in the coming fiscal year.
For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank



having capital, surplus, and undivided profits in excess of $100,000,000 at the
time of investment to be "cash items."
FEDERATED ARMS FUND MANAGEMENT

Officers and Trustees are listed with their addresses, present positions with
Federated ARMs Fund, and principal occupations.


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




Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, Pennsylvania
Birthdate:  February 3, 1934
Trustee



Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


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


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



 James E. Dowd
571 Hayward Mill Road
Concord, Massachusetts
Birthdate:  May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


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


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, Pennsylvania
Birthdate:  June 18, 1924
Trustee



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


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


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


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University



Pittsburgh, Pennsylvania
Birthdate:  December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.


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


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, Pennsylvania
Birthdate:  June 21, 1935
Trustee



Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.


Glen R. Johnson
Federated Investors Tower
Pittsburgh, Pennsylvania
Birthdate:  May 2, 1929
President
Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp. and Federated Administrative Services.


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, Pennsylvania
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Vice President of the Funds;
Director, Trustee, or Managing General Partner of some of the Funds. Mr. Donahue
is the son of John F. Donahue, Chairman and Trustee of the Company.


Richard B. Fisher
Federated Investors Tower



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


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




David M. Taylor
Federated Investors Tower
Pittsburgh, Pennsylvania
Birthdate:  January 13, 1947
Treasurer



Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.; Senior Vice President, Federated Shareholder
Services; Vice President, Federated Administrative Services; Treasurer of some
of the Funds.


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


               *

       This Trustee is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940, as amended.
     @ Member of the Executive Committee. The Executive Committee of the Board
       of Trustees handles the responsibilities of the Board of Trustees
       between meetings of the Board.



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



Government Securities; Trust for U.S. Treasury Obligations; The Virtus Funds;
World Investment Series, Inc.
FUND OWNERSHIP
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of October 6, 1995, the following shareholders of record owned 5% or more of
the Institutional Service Shares of the Fund: Hawaii Federal & State Employee
Federal Credit Union, Hilo, Hawaii, owned approximately 962,095 shares (6.91%);
First National Bank Shelby, Shelby, North Carolina, owned approximately 901,804
shares (6.47%); Bellco First FCU, Greenwood Village, Colorado, owned
approximately 1,467,074 shares (10.53%); Cooperative Savings Bank, Lynchburg,
Virginia, owned approximately 1,003,261 shares (7.20%); First Federal Savings &
Loan of Charleston, North Charleston, South Carolina, owned approximately
1,004,016 shares (7.21%); and RAF Financial Corporation for the benefit of
Manteno State Bank, Denver, Colorado, owned approximately 1,066,963 shares
(7.66%).
As of October 6, 1995, the following shareholder of record owned 5% or more of
the Institutional Shares of the Fund: APCO Employees Credit Union, Birmingham,
Alabama, owned approximately 6,008,538 shares (6.99%).
TRUSTEES COMPENSATION


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



John F. Donahue  $0        $0 for the Trust and
Chairman and Trustee
                 68 other investment companies in the Fund Complex
Thomas G. Bigley $0        $20,688 for the Trust and
Trustee                    49 other investment companies in the Fund Complex
John T. Conroy, Jr.        $2570
                 $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
William J. Copeland        $2570
                 $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
James E. Dowd    $2570     $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.    $2375
                 $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.    $2570
                 $117,202 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Peter E. Madden  $1977     $90,563 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
Gregor F. Meyer  $2375     $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex
John E. Murray, Jr.        $1712
                 $0 for the Trust and
Trustee                    68 other investment companies in the Fund Complex
Wesley W. Posvar $2375     $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex



Marjorie P. Smuts$2375     $106,460 for the Trust and
Trustee                    64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended August 31, 1995.
+The information is provided for the last calendar year.
TRUSTEE LIABILITY
The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
INVESTMENT ADVISORY SERVICES

ADVISER TO THE FUND
The Fund's investment adviser is Federated Management (the "Adviser"). It is a
subsidiary of Federated Investors. All of the voting securities of Federated
Investors are owned by a trust, the trustees of which are John F. Donahue, his
wife, and his son, J. Christopher Donahue.
The Adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security, or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.
ADVISORY FEES
For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus. During the fiscal years ended August 31,
1995, 1994, and 1993, the Fund's Adviser earned $7,041,965, $14,679,639, and
$12,533,139, respectively, of which $2,149,890, $3,459,009, and $4,249,470,



respectively, were voluntarily waived 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.
OTHER RELATED SERVICES
Affiliates of the Adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of shares of funds offered by Federated Securities Corp.
ADMINISTRATIVE SERVICES

Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in each
prospectus. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.



(For purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc., may
hereinafter collectively be referred to as, the "Administrators".) For the
fiscal year ended August 31, 1995, Federated Administrative Services earned
$888,461. For the fiscal year ended August 31, 1994, the Administrators
collectively earned $1,429,050, none of which was waived. For the fiscal year
ended August 31, 1993, Federated Administrative Services, Inc. earned $989,451.
Dr. Henry J. Gailliot, an officer of Federated Management, the adviser to the
Fund, holds approximately 20% of the outstanding common stock and serves as a
director of Commercial Data Services, Inc., a company which provides computer
processing services to Federated Administrative Services.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee paid to the transfer agent is based upon the size,
type and number of accounts and transactions made by shareholders.
Federated Services Company also maintains the Trust's accounting records. The
fee paid for this service is based upon the level of the Fund's average net
assets for the period plus out-of-pocket expenses.
BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Board of Trustees.



The Adviser may select brokers who offer brokerage and research services. These
services may be furnished directly to the Fund or to the Adviser and may
include:
   o advice as to the advisability of investing in securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;
   o receipt of quotations for portfolio evaluations; and
   o similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.
Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors in advising The Funds and other accounts. To
the extent that receipt of these services may supplant services for which the
Adviser or its affiliates might otherwise have paid, it would tend to reduce
their expenses.
For the fiscal years ended August 31, 1995, 1994, and 1993, the Fund paid no
brokerage commissions on brokerage transactions.
PURCHASING SHARES

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange is open for business. The procedure for purchasing Shares of
the Fund is explained in the respective prospectus under "Investing in
Institutional Shares," or "Investing in Institutional Service Shares."



DISTRIBUTION PLAN (INSTITUTIONAL SERVICE SHARES ONLY) AND SHAREHOLDER SERVICES
AGREEMENT
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.
By adopting the Distribution Plan for the Institutional Service Shares, the
Board of Trustees expects that the Fund will be able to achieve a more
predictable flow of cash for investment purposes and to meet redemptions. This
will facilitate more efficient portfolio management and assist the Fund in
pursuing its investment objectives. By identifying potential investors whose
needs are served by the Fund's objectives, and properly servicing these
accounts, it may be possible to curb sharp fluctuations in rates of redemptions
and sales.
Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
For the fiscal period ending August 31, 1995, payments in the amount of $451,765
were made pursuant to the Distribution Plan (Institutional Service Shares only),



of which $446,344 was voluntarily waived. In addition, for this period, the Fund
paid shareholder services fees in the amount of $451,765 (Institutional Service
Shares) and $2,482,387 (Institutional Shares), of which $5,421 (Institutional
Service Shares) and $2,482,387 (Institutional Shares) was voluntarily waived.
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Federated Services Company acts as the shareholder's agent in
depositing checks and converting them to federal funds.
DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in each prospectus.
DETERMINING VALUE OF SECURITIES
Market values of the Fund's portfolio securities are determined as follows:
   o as provided by an independent pricing service;
   o for short-term obligations, according to the mean between bid and asked
     prices, as furnished by an independent pricing service, or for short-term
     obligations with remaining maturities of 60 days or less at the time of
     purchase, at amortized cost unless the Trustees determines this is not fair
     value; or
   o at fair value as determined in good faith by the Trustees.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:
   o yield;
   o quality;
   o coupon rate;



   o maturity;
   o type of issue;
   o trading characteristics; and
   o other market data.
REDEEMING SHARES

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

Investors may exchange U.S. government securities they already own for Shares,
or they may exchange a combination of U.S. government securities and cash for
Shares. An investor should forward the securities in negotiable form with an
authorized letter of transmittal to Federated Securities Corp. The Fund will
notify the investor of its acceptance and valuation of the securities within
five business days of their receipt by State Street Bank.
The Fund values securities in the same manner as the Fund values its assets. The
basis of the exchange will depend upon the net asset value of Shares on the day
the securities are valued. One Share will be issued for each equivalent amount
of securities accepted.
Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription, or other
rights attached to the securities become the property of the Fund, along with
the securities.




TAX CONSEQUENCES
Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the cost basis of the securities exchanged for Shares,
a gain or loss may be realized by the investor.
TAX STATUS

THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:
   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o distribute to its shareholders at least 90% of its net income earned during
     the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. No portion of any income dividend paid by
the Fund is eligible for the dividends received deduction or exclusion available
to corporations. These dividends, and any short-term capital gains, are taxable
as ordinary income.



  CAPITAL GAINS
     Shareholders will pay federal tax at capital gains rates on long-term
     capital gains distributed to them regardless of how long they have held the
     Shares.
TOTAL RETURN

The Fund's average annual total return for Institutional Shares for the one-year
and five-year periods ended August 31, 1995, and for the period from December 3,
1985 (effective date of the Trust's registration statement) to August 31, 1995,
were 6.21%, 7.67%, and 6.79%, respectively. The Fund's average annual total
return for Institutional Service Shares for the one year period ended August 31,
1995 and for the period from May 4, 1992 (date of initial public investment) to
August 31, 1995, were 5.94 and 4.02%, respectively.
The average annual total return for both 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 net asset value per share at the end of the period. The
number of shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, adjusted over the period
by any additional shares, assuming the monthly reinvestment of all dividends and
distributions.
YIELD

The Fund's yield for Institutional Shares for the thirty-day period ended August
31, 1995, was 6.30%. The Fund's yield for Institutional Service Shares was 6.04%
for the same period.
The yield for both classes of shares of the Fund is determined by dividing the
net investment income per share (as defined by the Securities and Exchange



Commission) earned by either class of shares over a thirty-day period by the
maximum offering price per share by either 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 either class because of certain adjustments required by the Securities and
Exchange Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in either
class of shares, performance will be reduced for those shareholders paying those
fees.
PERFORMANCE COMPARISONS

The performance of both classes of shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o types of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's or either class of Share's expenses; and
   o various other factors.
Either class of Share's performance fluctuates on a daily basis largely because
net earnings and offering price per share fluctuate daily. Both net earnings and
maximum 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 maximum offering price. The
financial publications and/or indices which the Fund uses in advertising may
include:
   o LEHMAN BROTHERS ADJUSTABLE RATE MORTGAGE FUNDS AVERAGE is comprised of all
     agency guaranteed securities with coupons that periodically adjust over a
     spread of a published index.
   o LEHMAN BROTHERS 1-3 YEAR GOVERNMENT INDEX is comprised of all publicly
     issued, non-convertible domestic debt of the U.S. government, or any agency
     thereof, or any quasi-federal corporation. The index also includes
     corporate debt guaranteed by the U.S. government. Only notes and bonds with
     a minimum maturity of one year and maximum maturity of 2.9 years are
     included.
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories by
     making comparative calculations using total return. Total return assumes
     the reinvestment of all capital gains distributions and income dividends
     and takes into account any change in net asset value over a specific period
     of time. From time to time, the Fund will quote its Lipper ranking in the
     "U.S. Mortgage Funds" category in advertising and sales literature.
   o MORNINGSTAR, INC., an independent rating service, is the publisher of the
     bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
     NASDAQ-listed mutual funds of all types, according to their risk-adjusted
     returns. The maximum rating is five stars, and ratings are effective for
     two weeks.
Advertisements and other sales literature for both classes 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



either class of shares based on monthly reinvestment of dividends over a
specified period of time.
ABOUT FEDERATED INVESTORS

Federated is dedicated to meeting investor needs which is reflected in its
investment decision making--structured, straightforward, and consistent. This
has resulted in a history of competitive performance with a range of competitive
investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors.
In the government sector, as of December 31, 1994, Federated managed 9 mortgage-
backed, 4 government/agency and 17 government money market mutual funds, with
assets approximating $8.5 billion, $1.6 billion and $17 billion, respectively.
Federated trades approximately $300 million in U.S. government and mortgage-
backed securities daily and places approximately $13 billion in repurchase
agreements each day. Federated introduced the first U.S. government fund to
invest in U.S. government bond securities in 1969. Federated has been a major
force in the short- and intermediate-term government markets since 1982 and
currently manages nearly $10 billion in government funds within these maturity
ranges.
J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, executive Vice
President, oversees Federated's domestic fixed income management. Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.



MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management. Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors. The marketing effort
to these institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.
*source: Investment Company Institute



APPENDIX

STANDARD & POOR'S RATINGS GROUP LONG TERM DEBT RATING DEFINITIONS
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 effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB-Debt rated "BBB" is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
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" rating.

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



AAA-Bonds which are rated "Aaa" are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA-Bonds which are rated "Aa" are judged to be of high quality by all standards.
Together with the "Aaa" group, they comprise what are generally known as high-
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in "Aaa"
securities.
A-Bonds which are rated "A" possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time 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 "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.
FITCH INVESTORS SERVICE, INC., INVESTMENT GRADE BOND RATING DEFINITIONS
AAA-Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA-Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated "AAA". Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to foreseeable future
developments, short-term debt of these issuers is generally rated "F-1+".
A-Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB-Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
BB-Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B-Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely



payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.
























    Cusip 314082108
    Cusip 314082207


                                   APPENDIX A

A1.  The graphic presentation here displayed consists of a legend in the upper
left quadrant indicating the components of the corresponding line graph.
Federated ARMs Fund (Institutional Shares) (the "Fund") is represented by a
solid line. Lehman Brothers 1-3 Year Government Bond Index ("LB1-3GBI") is
represented by a large broken line, Lehman Brothers Adjustable Rate Mortgage
Index ("LBARMI") is represented by a medium broken line, and Lipper Adjustable
Rate Mortgage Funds Average ("LARMFA") is represented by a small broken line.
The line graph is a visual representation of a comparison of a change in value
of a hypothetical $25,000 investment in the Fund and in LB1-3GBI, LBARMI, and
LARMFA, respectively. The "y" axis reflects the cost of the investment in $5,000
increments ranging from $20,000 to $55,000. The "x" axis reflects computation
periods begining December 3, 1985 (the Fund's start of performance) to August
31, 1995. The right margin reflects the ending value of the hypothetical
investment in the Fund as compared to the LB1-3GBI, LBARMI, and LARMFA; the
ending values are $47,428, $51,715, $49,200, and $44,739, respectively. There is
also a legend in the bottom center which indicates the Average Annual Total
Retun for the period ended August 31, 1995, begining with the start of
performance date of the Fund, December 3, 1985, the five-year period, and the
one-year period; the Average Annual Total Returns are 6.79%, 7.67%, and 6.21%
respectively.

A2.  The graphic presentation here displayed consists of a legend in the upper
left quadrant indicating the components on the corresponding line graph.
Federated ARMs Fund (Institutional Service Shares) (the "Fund") is represented
by a solid line. Lehman Brothers 1-3 Year Government Bond Index ("LB1-3GBI") is
represended by a large broken line, the Lehman Brothers Adjustable Rate Mortgage
Index ("LBARMI") is represented by a medium broken line, and the Lipper
Adjustable Rate Mortgage Funds Average ("LARMFA") is represented by a small
broken line. The line graph is a visual representation of a comparison of a
change in value of a hypothetical $25,000 investment in the Fund and in LB1-
3GBI, LBARMI, and LARMFA, respectively. The "y" axis reflects the cost of the
investment in $1000 increments ranging from $24,500 to $30,500. The "x" axis
reflects computation periods begining April 25, 1992 (the Fund's start of
performance) to August 31, 1995. The right margin reflects the ending value of
the hypothetical investment in the Fund as compared to the LB1-3GBI, LBARMI, and
LARMFA; the ending values are $28,530, $29,977, $29,929, and $27,147,
respectively. There is also a legend in the bottom center which indicates the
Average Annual Total Return for the period ended August 31, 1995, begining on
April 25, 1992 (the Fund's start of performance), and the one-year period; the



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