FEDERATED INCOME SECURITIES TRUST
485APOS, 1997-06-24
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                                                       1933 Act File No. 33-3164
                                                      1940 Act File No. 811-4577

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                    X
                                                                         ---

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

      Post-Effective Amendment No.   28   .......................          X
                                   -------                               ---


                                                                and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940          X
                                                                       ---

      Amendment No.   21   ..............................................X
                    -------                                            ---

                        FEDERATED INCOME SECURITIES TRUST

               (Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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



<PAGE>


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

 X  filed the Notice  required by that Rule on June 16, 1997; or intends to file
    the Notice required by that Rule on or about ____________; or
    during the most recent fiscal year did not sell any  securities  pursuant to
      Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to Rule
      24f-2(b)(2), need not file the Notice.

                                   Copies To:

Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C.  20037


<PAGE>


                                                         CROSS-REFERENCE SHEET


         This  Amendment  to the  Registration  Statement  of  FEDERATED  INCOME
SECURITIES TRUST, which is comprised of two portfolios: (1) Federated Short-Term
Income Fund, (a) Institutional Shares and (b) Institutional  Service Shares; and
(2)  Federated  Intermediate  Income  Fund,  (a)  Institutional  Shares  and (b)
Institutional Service Shares,  relates only to the Federated Intermediate Income
Fund, and is comprised of the following:

PART A.         INFORMATION REQUIRED IN A PROSPECTUS.

                               Prospectus Heading
                                                  (Rule 404(c) Cross Reference)

Item 1.           Cover Page..................................(1-2) Cover Page.
                  ----------

Item 2.           Synopsis......................(1-2) Summary of Fund Expenses;
                  --------
                                                    (1-2) General Information.

Item 3.           Condensed Financial
                  Information....................(1(a), 2(a)) Financial
                                              Highlights--Institutional Shares;
                                              (1(b), 2(b)) Financial Highlights
                                                --Institutional Service Shares.

Item 4.           General Description of
                  Registrant........(1-2) General Information;
                                    (1-2) Investment Information;
                                    (1-2) Investment Objective;
                                    (1-2) Investment Policies;
                                    (1-2) Special Considerations;
                                    (2) Weighted Average Portfolio Duration; 
                                        (1-2) Investment Limitations;

Item 5.           Management of the Fund..............(1-2) Trust Information;
                  ----------------------
                             (1-2) Management of the Trust;
                             (1(a), 2(a)) Distribution of Institutional Shares;
                             (1(b), 2(b)) Distribution of Institutional Service 
                                          Shares;
                             (1-2) Administration of the Fund;

Item 6.           Capital Stock and Other
                  Securities..................................(1-2) Certificates
                                                              and Confirmations;
                                                              (1-2)   Dividends;
                                                              (1-2)      Capital
                                                              Gains;       (1-2)
                                                              Shareholder
                                                              Information; (1-2)
                                                              Voting     Rights;
                                                              (1-2)          Tax
                                                              Information; (1-2)
                                                              Federal     Income
                                                              Tax;  (1-2)  State
                                                              and  Local  Taxes;
                                                              (1-2)        Other
                                                              Classes of Shares.



<PAGE>


Item 7.           Purchase of Securities Being
                  Offered.................................(1-2) Net Asset Value;
                                                              (1(a),       2(a))
                                                              Investing       in
                                                              Institutional
                                                              Shares;     (1(b),
                                                              2(b)) Investing in
                                                              Institutional
                                                              Service    Shares;
                                                              (1-2)        Share
                                                              Purchases;   (1-2)
                                                              Minimum Investment
                                                              Required;    (1-2)
                                                              What Shares  Cost;
                                                              (2)     Exchanging
                                                              Securities     for
                                                              Fund Shares; (1-2)
                                                              Exchange
                                                              Privilege.

Item 8.   Redemption or Repurchase.............(1(a), 2(a)) Redeeming 
                                            Institutional Shares;
               -----------------------
                                            (1(b), 2(b)) Redeeming
                                            Institutional Service
                                               Shares;
                                           (1-2) Telephone Redemption;
                                           (1-2) Redeeming Shares By Mail;
                                           (1-2) Accounts with Low Balances.

Item 9.           Pending Legal Proceedings                   None.


<PAGE>


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


Item 10.          Cover Page..................................(1-2) Cover Page.
                  ----------

Item 11.          Table of Contents                     (1-2) Table of Contents.

Item 12.          General Information and
                  History............................(1-2) General Information
                                                     About the Fund; (1-2) 
                                                     About Federated Investors.

Item 13.          Investment Objectives and
                  Policies..........................(1-2) Investment Objective 
                                                          and Policies.

Item 14.          Management of the Fund............(1-2) Federated 
                                                    Income Securities Trust 
                                                    Management.
                  ----------------------

Item 15.          Control Persons and Principal
                  Holders of Securities                   (1-2) Fund Ownership.

Item 16.          Investment Advisory and Other
                  Services.................................(1-2) Investment 
                                                           Advisory Services;
                                                          (1-2) Other Services.

Item 17.          Brokerage Allocation            (1-2) Brokerage Transactions.

Item 18.          Capital Stock and Other
                  Securities                                  Not applicable.

Item 19.          Purchase, Redemption and
                  Pricing of Securities
                  Being Offered.............(1-2) Purchasing Shares;
                                            (1-2) Determining Net Asset Value; 
                                            (1-2) Redeeming Shares.

Item 20.          Tax Status                  (1-2) Tax Status.

Item 21.          Underwriters                Not applicable
Item 22.          Calculation of Performance
                  Data........................(1-2) Total Return; (1-2) Yield;
                                              (1-2) Performance Comparisons.

Item 23           Financial Statements........(1) (Filed in Part A);
                  --------------------
                                              (2) Financial Statements 
                                             (Financial Statements are 
                                              incorporated by reference to
                                              the Annual Report of Registrant 
                                              dated April 30, 1997; File Nos. 
                                              33-3164 and 811-4577).

FEDERATED INTERMEDIATE INCOME FUND
   
(A Portfolio of Federated Income Securities Trust)
    
Institutional Shares

PROSPECTUS

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

The investment objective of the Fund is to provide current income.

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 Statement of Additional Information for
Institutional Shares and Institutional  Service Shares dated June 30, 1997, with
the Securities and Exchange Commission ("SEC"). The information contained in the
Statement of  Additional  Information  is  incorporated  by reference  into this
prospectus. You may request a copy of the Statement of Additional Information or
a paper copy of this prospectus, if you have received it electronically, free of
charge  by  calling  1-800-341-7400.  To  obtain  other  information  or to make
inquiries about the Fund,  contact the Fund at the address listed in the back of
this prospectus. The Statement of Additional Information,  material incorporated
by reference into this  document,  and other  information  regarding the Fund is
maintained    electronically    with    the   SEC   at    Internet    Web   site
(http://www.sec.gov).

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

Prospectus dated June 30, 1997
    
 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
  Special Considerations                                          11
  Weighted Average Portfolio Duration                             11
  Investment Limitations                                          12
 Trust Information                                                12
  Management of the Trust                                         12
  Distribution of Institutional Shares                            13
 Administration of the Fund                                       13
  Administrative Services                                         13
 Net Asset Value                                                  14
 Investing in Institutional Shares                                14
  Share Purchases                                                 14
  Minimum Investment Required                                     14
  What Shares Cost                                                14
  Exchanging Securities for Fund Shares                           14
  Exchange Privilege                                              15
  Certificates and Confirmations                                  15
  Dividends                                                       15
  Capital Gains                                                   15
 Redeeming Institutional Shares                                   15
  Telephone Redemption                                            15
  Redeeming Shares by Mail                                        16
  Accounts with Low Balances                                      16
 Shareholder Information                                          16
  Voting Rights                                                   16
 Tax Information                                                  16
  Federal Income Tax                                              16
  State and Local Taxes                            Inside Back Cover
 Performance Information                           Inside Back Cover
 Other Classes of Shares                           Inside Back Cover
</TABLE>
   
 SUMMARY OF FUND EXPENSES

                                      INSTITUTIONAL SHARES
                                 SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S>                                                                              <C>        <C>
 Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)                None
 Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)                                                         None
 Contingent Deferred Sales Charge (as a percentage of original purchase
  price or redemption proceeds, as applicable                                                 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)                                                             0.18%
 12b-1 Fee                                                                                    None
   Shareholder Services Fee (after waiver)(2)                                      0.00%
 Total Other Expenses                                                                         0.37%
   Total Operating Expenses (after waivers)(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
    0.50%.

(2) The  shareholder  services  fee has been  reduced to reflect  the  voluntary
    waiver of the shareholder services fee. The shareholder service provider can
    terminate this voluntary waiver at any time at its sole discretion.
    The maximum shareholder services fee is 0.25%.

(3) The total  operating  expenses  would have been 1.12%  absent the  voluntary
    waivers of a portion of the management fee and the shareholder services fee.

The purpose of this table is to assist an investor in understanding  the various
costs and expenses that a shareholder of the  Institutional  Shares of the Trust
will bear, either directly or indirectly.  For more complete descriptions of the
various  costs  and  expenses,   see  "Trust   Information"  and  "Investing  in
Institutional Shares."  Wire-transferred  redemptions of less than $5,000 may be
subject to additional fees.

EXAMPLE

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.
<TABLE>
<S>                                          <C>
 1 Year                                        $ 6
 3 Years                                       $18
 5 Years                                       $31
 10 Years                                      $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.

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
The  following  table  has  been  audited  by  Ernst &  Young  LLP,  the  Fund's
independent auditors.  Their report dated June 13, 1997, on the Funds' financial
statements for the year ended April 30, 1997, and on the following table for the
periods presented, is included in the Fund's Annual Report to shareholders dated
April 30, 1997, which is incorporated herein by reference.  This table should be
read in  conjunction  with the Fund's  financial  statements  and notes thereto,
which may be obtained free of charge from the Trust.

<TABLE>
<CAPTION>
                                                                    YEAR ENDED APRIL 30,
                                                           1997      1996        1995       1994(A)
<S>                                                    <C>         <C>       <C>        <C>
 NET ASSET VALUE, BEGINNING OF PERIOD                     $ 9.77    $ 9.55      $ 9.53     $10.00
 INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                     0.63      0.66        0.66       0.23
  Net realized and unrealized gain (loss) on                0.03      0.22        0.02      (0.47)
  investments
  Total from investment operations                          0.66      0.88        0.68      (0.24)
 LESS DISTRIBUTIONS
  Distributions from net investment income                 (0.63)    (0.66)      (0.66)     (0.23)
  Distributions from net realized gain on investments      (0.01)     --           --         --
  Total distributions                                      (0.64)    (0.66)      (0.66)     (0.23)
 NET ASSET VALUE, END OF PERIOD                           $ 9.79    $ 9.77      $ 9.55     $ 9.53
 TOTAL RETURN(B)                                            7.00%     9.13%       7.53%     (2.48%)
 RATIOS TO AVERAGE NET ASSETS
  Expenses                                                  0.55%     0.55%       0.48%      0.00%*
  Net investment income                                     6.48%     6.52%       7.12%      6.36%*
  Expense waiver/reimbursement(c)                           0.57%     0.85%       1.22%      1.40%*
 SUPPLEMENTAL DATA
  Net assets, end of period (000 omitted)               $121,307   $87,493     $32,508    $17,702
  Portfolio turnover                                          55%       66%         88%         0%
</TABLE>

* Computed on an annualized basis.

(a) Reflects  operations  for the period from December 15, 1993 (date of initial
    public offering) to April 30, 1994.

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

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

Further  information  about the Fund's  performance  is  contained in the Fund's
Annual  Report for the fiscal year ended April 30,  1997,  which can be obtained
free of charge.       GENERAL  INFORMATION      The Trust was  established  as a
Massachusetts  business  trust under a  Declaration  of Trust dated  January 24,
1986.  The Trust  may 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.  As of the  date of this
prospectus the Board of Trustees  ("Trustees")  have  established two classes of
shares of the Fund:  Institutional Shares and Institutional Service Shares. This
prospectus relates only to Institutional  Shares of the Fund.      Institutional
Shares   ("Shares")  are  sold   primarily  to  accounts  for  which   financial
institutions act in a fiduciary or agency capacity,  or other accounts where the
financial  institution maintains master accounts with an aggregate investment of
at least $400  million in certain  funds  which are  advised or  distributed  by
affiliates of Federated  Investors.  Shares are also made available to financial
intermediaries,  and public and private organizations. An investment in the Fund
serves as a convenient  means of  accumulating  an interest in a  professionally
managed,  diversified  portfolio of U.S. government,  corporate and asset-backed
securities.  A minimum  initial  investment  of $25,000 over a 90-day  period is
required.      Shares are currently sold and redeemed at net asset value ("NAV")
without a sales charge imposed by the Fund.      INVESTMENT INFORMATION

INVESTMENT OBJECTIVE

The  investment  objective  of the  Fund  is to  provide  current  income.  This
investment  objective cannot be changed without approval of shareholders.  While
there is no assurance  that the Fund will achieve its investment  objective,  it
endeavors  to do so by  following  the  investment  policies  described  in this
prospectus.

INVESTMENT POLICIES
   
The  Fund  pursues  its  investment  objective  by  investing  in a  diversified
portfolio of high grade  securities,  which are  securities  rated in one of the
three highest  categories (A or better) by a nationally  recognized  statistical
rating  organization  ("NRSRO")  (for  example,  rated Aaa,  Aa, or A by Moody's
Investors Service, Inc. ("Moody's") or AAA, AA or A by Standard & Poor's Ratings
Group ("S&P"),  Fitch Investors Service,  Inc. ("Fitch") or Duff & Phelps Rating
Service ("Duff & Phelps") or if unrated,  of comparable quality as determined by
the Fund's adviser. If a security is subsequently  downgraded,  the adviser will
determine  whether it  continues  to be an  acceptable  investment;  if not, the
security  will be sold. A description  of the rating  categories is contained in
the Appendix to the  Statement of  Additional  Information.  Under normal market
conditions,  the dollar-weighted  average portfolio maturity of the Fund will be
between three and ten years,  and the Fund's  average-weighted  duration will be
between three and seven years.      Unless indicated  otherwise,  the investment
policies  may be changed by the Trustees  without the approval of  shareholders.
Shareholders  will be notified  before any material  change in these  investment
policies becomes effective.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in a professionally  managed,  diversified  portfolio
consisting of U.S.  government  obligations,  corporate  debt  obligations,  and
asset-backed  securities.  The Fund may also invest in derivative instruments of
such   securities,   including   instruments  with  demand  features  or  credit
enhancement, as well as money market instruments.

The securities in which the Fund invests are:
   
* obligations issued or guaranteed as to payment of principal and interest
  by the U.S. government, its agencies and instrumentalities including bills,
  notes, bonds, and discount notes of the U.S. Treasury and of U.S. government
  agencies or instrumentalities;
    
* domestic  and foreign  issues of  corporate  and  sovereign  debt  obligations
  (including Eurobonds,  Medium Term Notes and Deposit Notes) having floating or
  fixed rates of interest;

*  asset-backed  securities,   including  mortgage-related   securities;       *
commercial paper (including Europaper and Canadian Commercial Paper
  ("CCP")) which matures in 270 days or less so long as at least two ratings are
  high quality  ratings by an NRSRO.  Such  ratings  would  include:  Prime-1 or
  Prime-2 by Moody's, A-1 or A-2 by S&P, or F-1 or F-2 by Fitch;
    
* municipal securities;

* foreign currency transactions (including spot, futures, options and
  swaps);
   
* convertible securities;

* preferred securities (such as trust preferred capital securities and step
  up perpetual subordinated securities);

* surplus notes (or surplus debentures or certificates of contribution);       *
time and savings deposits and deposit notes and bankers acceptances
  (including  certificates  of deposit)  in  commercial  or savings  banks whose
  accounts  are  insured  by the Bank  Insurance  Fund  ("BIF")  or the  Savings
  Association  Insurance Fund ("SAIF"),  both of which are  administered  by the
  Federal Deposit  Insurance  Corporation  ("FDIC"),  including  certificates of
  deposit issued by and other time deposits in foreign  branches of FDIC insured
  banks or who have at least $100,000,000 in capital; and

* repurchase agreements collateralized by eligible investments.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. government obligations in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury Bills, notes, and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities may be
backed by:

* the full faith and credit of the U.S. Treasury;

* the issuer's right to borrow from the U.S. Treasury;

* the discretionary authority of the U.S. government to purchase certain
  obligations of agencies or instrumentalities; or

* the credit of the agency or instrumentality issuing the obligations.
   
CORPORATE OBLIGATIONS

The Fund invests in corporate obligations, including corporate bonds, notes, and
debentures,  which  may have  floating  or  fixed  rates  of  interest.  Certain
obligations  in  which  the fund  invests  may  involve  both  debt  and  equity
characteristics including, but not limited to convertible securities,  preferred
securities (such as trust preferred or capital  securities and step up perpetual
subordinated securities), and surplus notes.

FLOATING RATE CORPORATE OBLIGATIONS

The Fund may invest in  floating  rate  corporate  debt  obligations,  including
increasing rate securities. Floating rate securities are generally offered at an
initial interest rate which is at or above prevailing market rates. The interest
rate paid on these  securities  is then reset  periodically  (commonly  every 90
days) to an increment  over some  predetermined  interest  rate index.  Commonly
utilized  indices  include  the  three-month  Treasury  Bill rate,  the  180-day
Treasury Bill rate, the one-month or three-month  London Interbank  Offered Rate
("LIBOR"),  the  prime  rate of a  bank,  the  commercial  paper  rates,  or the
longer-term rates on U.S. Treasury securities.

Some of the floating  rate  corporate  obligations  in which the Fund may invest
include floating rate corporate  securities  issued by savings  associations and
collateralized  by adjustable rate mortgage loans,  also known as collateralized
thrift  notes.  Many of these  collateralized  thrift  notes have  received  AAA
ratings from recognized rating agencies. Collateralized thrift notes differ from
traditional  "pass  through"  certificates  in which payments made are linked to
monthly payments made by individual borrowers net of any fees paid to the issuer
or  guarantor  of such  securities.  Collateralized  thrift notes pay a floating
interest  rate  which  is tied to a  predetermined  index,  such as the  180-day
Treasury Bill rate. Floating rate corporate  obligations also include securities
issued  to fund  commercial  real  estate  construction.        Increasing  rate
securities,  which currently do not make up a significant share of the market in
corporate debt  securities,  are generally  offered at an initial  interest rate
which  is  at or  above  prevailing  market  rates.  Interest  rates  are  reset
periodically   (most  commonly   every  90  days)  at  different   levels  on  a
predetermined   scale.   These  levels  of  interest  are   ordinarily   set  at
progressively  higher increments over time. Some increasing rate securities may,
by agreement,  revert to a fixed rate status.  These securities may also contain
features  which  allow the issuer the option to convert the  increasing  rate of
interest to a fixed rate under such terms,  conditions,  and  limitations as are
described in each issue's prospectus.      FIXED RATE CORPORATE OBLIGATIONS     
The  Fund  may also  invest  in fixed  rate  securities,  including  fixed  rate
securities   with  short-term   characteristics.   Fixed  rate  securities  with
short-term characteristics are long-term debt obligations but are treated in the
market as having short  maturities  because call features of the  securities may
make them  callable  within a short period of time. A fixed rate  security  with
short-term characteristics would include a fixed income security priced close to
call or redemption price or a fixed income security approaching maturity,  where
the expectation of call or redemption is high.

Fixed rate  securities  tend to exhibit  more price  volatility  during times of
rising  or  falling  interest  rates  than  securities  with  floating  rates of
interest.  This is because floating rate securities,  as described above, behave
like short-term  instruments in that the rate of interest they pay is subject to
periodic  adjustments  based on a  designated  interest  rate index.  Fixed rate
securities  pay a fixed rate of interest and are more  sensitive to  fluctuating
interest  rates.  In periods of rising  interest rates the value of a fixed rate
security   is  likely  to  fall.   Fixed   rate   securities   with   short-term
characteristics  are not  subject  to the same  price  volatility  as fixed rate
securities  without  such  characteristics.  Therefore,  they  behave  more like
floating rate securities with respect to price volatility.

   VARIABLE RATE DEMAND NOTES

   Variable rate demand notes are long-term corporate debt instruments that have
   variable  or floating  interest  rates and provide the Fund with the right to
   tender the  security  for  repurchase  at its stated  principal  amount  plus
   accrued interest.  Such securities  typically bear interest at a rate that is
   intended to cause the securities to trade at par. The interest rate may float
   or be adjusted at regular intervals (ranging from daily to annually),  and is
   normally  based on a published  interest  rate or interest  rate index.  Many
   variable  rate demand  notes allow the Fund to demand the  repurchase  of the
   security on not more than seven days' prior  notice.  Other notes only permit
   the Fund to tender the security at the time of each interest rate  adjustment
   or at other fixed intervals. See "Demand Features."

   CREDIT FACILITIES

   Demand  notes  are  borrowing  arrangements  between  a  corporation  and  an
   institutional  lender (such as the Fund) payable upon demand by either party.
   The notice period for demand typically ranges from one to seven days, and the
   party may demand full or partial  payment.  Revolving  credit  facilities are
   borrowing  arrangements  in which the  lender  agrees  to make  loans up to a
   maximum  amount upon demand by the borrower  during a specified  term. As the
   borrower  repays the loan,  an amount equal to the  repayment may be borrowed
   again  during  the  term of the  facility.  The  Fund  generally  acquires  a
   participation  interest in a revolving  credit  facility from a bank or other
   financial  institution.  The terms of the  participation  require the Fund to
   make a pro rata share of all loans  extended to the borrower and entitles the
   Fund to a pro rata share of all payments made by the  borrower.  Demand notes
   and revolving  facilities  usually  provide for floating or variable rates of
   interest.

ASSET-BACKED SECURITIES

Asset-backed  securities  are created by the  grouping of certain  governmental,
government  related and private loans,  receivables and other lender assets into
pools. Interests in these pools are sold as individual securities. Payments from
the  asset  pools  may be  divided  into  several  different  tranches  of  debt
securities,  with some  tranches  entitled to receive  regular  installments  of
principal and interest,  other tranches entitled to receive regular installments
of interest,  with  principal  payable at maturity or upon specified call dates,
and other  tranches only  entitled to receive  payments of principal and accrued
interest  at  maturity  or upon  specified  call  dates.  Different  tranches of
securities will bear different interest rates, which may be fixed or floating.

Because the loans held in the asset pool often may be prepaid without penalty or
premium,  asset-backed  securities  are generally  subject to higher  prepayment
risks than most other types of debt  instruments.  Prepayment  risks on mortgage
securities tend to increase during periods of declining mortgage interest rates,
because many borrowers  refinance  their mortgages to take advantage of the more
favorable  rates.  Payments on  mortgage-backed  securities are also affected by
other factors, such as the frequency with which people sell their homes or elect
to make unscheduled payments on their mortgages. All asset-backed securities are
subject to similar prepayment risks, although they may be more or less sensitive
to certain factors.  Depending upon market  conditions,  the yield that the Fund
receives from the reinvestment of such prepayments,  or any scheduled  principal
payments,  may be lower than the yield on the original mortgage  security.  As a
consequence,  mortgage  securities may be a less effective means of "locking in"
interest  rates  than other  types of debt  securities  having  the same  stated
maturity and may also have less potential for capital appreciation.  For certain
types of asset pools, such as collateralized  mortgage obligations,  prepayments
may be allocated to one tranche of securities ahead of other tranches,  in order
to reduce the risk of prepayment for the other tranches.

Prepayments  may  result in a capital  loss to the Fund to the  extent  that the
prepaid mortgage securities were purchased at a market premium over their stated
amount.  Conversely, the prepayment of mortgage securities purchased at a market
discount from their stated  principal  amount will accelerate the recognition of
interest  income by the  Fund,  which  would be taxed as  ordinary  income  when
distributed to the shareholders.

The credit characteristics of asset-backed securities also differ in a number of
respects from those of traditional debt  securities.  The credit quality of most
asset-backed  securities depends primarily upon the credit quality of the assets
underlying  such  securities,  how well the entity  issuing  the  securities  is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities,  and  the  amount  and  quality  of any  credit  enhancement  to  such
securities.

   MORTGAGE-RELATED ASSET-BACKED SECURITIES
   
   The Fund may also invest in various mortgage-related asset-backed securities.
   These types of investments may include  adjustable  rate mortgage  securities
   ("ARMS"),  collateralized  mortgage obligations (CMOs"), real estate mortgage
   investment  conduits  ("REMICs"),  or other securities  collateralized  by or
   representing an interest in real estate  mortgages  (collectively,  "mortgage
   securities").  Mortgage  securities are: (i) issued or guaranteed by the U.S.
   government  or  one  of  its  agencies  or  instrumentalities,  such  as  the
   Government  National  Mortgage  Association  ("GNMA"),  the Federal  National
   Mortgage  Association ("FNMA") and the Federal Home Loan Mortgage Corporation
   ("FHLMC"); (ii) those issued by private issuers that represent an interest in
   or are collateralized by  mortgage-backed  securities issued or guaranteed by
   the U.S. government or one of its agencies or instrumentalities;  (iii) those
   issued by private issuers that represent an interest in or are collateralized
   by whole loans or mortgage-backed  securities without a government  guarantee
   but  usually  having  some  form of  private  credit  enhancement;  and  (iv)
   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.
    
   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.
   
   ADJUSTABLE RATE MORTGAGE SECURITIES

   ARMS  are  pass-through   mortgage  securities   representing   interests  in
   adjustable rather than fixed interest rate mortgages.  Typically, the ARMS in
   which  the Fund may  invest  are  issued  by GNMA,  FNMA,  and  FHLMC and are
   actively  traded.  ARMS  may be  collateralized  by whole  loans  or  private
   pass-through  securities.  The underlying  mortgages which collateralize ARMS
   issued by GNMA are fully guaranteed by the Federal Housing  Administration or
   Veterans Administration,  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/or  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
   fixed-income securities.
    
   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  are debt  obligations  collateralized  by  mortgage  loans or  mortgage
   pass-through securities.  Typically, CMOs are collateralized by GNMA, FNMA or
   FHLMC  Certificates,  but may be  collateralized  by whole  loans or  private
   pass-through securities.

   The CMOs in which the Fund may invest may be: (a)  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;  (b)
   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 (c)  collateralized  by pools of  mortgages
   without a government  guarantee as to payment of principal and interest,  but
   which have some form of credit enhancement.
   
   REAL ESTATE MORTGAGE INVESTMENT CONDUITS
    
   REMICs in which the Fund may  invest are  offerings  of  multiple  class real
   estate  mortgage-backed  securities which qualify and elect treatment as such
   under provisions of the Internal Revenue Code, as amended.  Issuers of REMICs
   may  take  several  forms,  such  as  trusts,   partnerships,   corporations,
   associations,  or segregated pools 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 of
   interest,  and a single class of "residual interests." To qualify as a REMIC,
   substantially  all the assets of the  entity  must be in assets  directly  or
   indirectly secured principally by real property.

   RESETS OF INTEREST

   The interest  rates paid on some of the ARMS,  CMOs,  and REMICs in which the
   Fund may invest will be  readjusted  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
   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 have somewhat less volatile interest rates.
   
   To the  extent  that the  adjusted  interest  rate on the  mortgage  security
   reflects  current  market  rates,  the  market  value of an  adjustable  rate
   mortgage  security  will tend to be less  sensitive to interest  rate changes
   than a fixed rate debt  security of the same  stated  maturity.  Hence,  ARMS
   which use indices that lag changes in market rates should experience  greater
   price  volatility than ARMS that closely mirror the market.  Certain residual
   interest  tranches of CMOs may have  adjustable  interest  rates that deviate
   significantly  from prevailing  market rates, even after the interest rate is
   reset, and are subject to correspondingly  increased price volatility. In the
   event that the Fund purchases such residual interest mortgage securities,  it
   will factor in the increased interest and price volatility of such securities
   when determining its dollar-weighted average portfolio maturity and duration.
    
   CAPS AND FLOORS

   The underlying  mortgages which  collateralize  the ARMS, CMOs, and REMICs in
   which the Fund may invest 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 may invest 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.  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.

   NON-MORTGAGE RELATED ASSET-BACKED SECURITIES

   The  Fund  may  invest  in  non-mortgage  related  asset-backed   securities,
   including interests in pools of receivables, such as credit card and accounts
   receivable and motor vehicle and other installment  purchase  obligations and
   leases.  These  securities may be in the form of pass-through  instruments or
   asset-backed obligations. The securities are structured similarly to CMOs and
   mortgage  pass-through  securities,  which are described  above.  Also, these
   securities  may be issued  either by  non-governmental  entities and carry no
   direct or  indirect  governmental  guarantees,  or by  governmental  entities
   (i.e.,   Small  Business   Administration)   and  carry  varying  degrees  of
   governmental support.

   Non-mortgage related asset backed securities have structural  characteristics
   similar  to  mortgage-related  asset-backed  securities  but have  underlying
   assets that are not mortgage loans or interests in mortgage  loans.  The Fund
   may invest in non-mortgage related asset-backed securities including, but not
   limited  to,  interests  in  pools  of  receivables,  such as  motor  vehicle
   installment   purchase   obligations  and  credit  card  receivables.   These
   securities may be in the form of  pass-through  instruments  or  asset-backed
   bonds.  The securities are issued by  non-governmental  entities and carry no
   direct or indirect government guarantee.

   Mortgage-backed and asset-backed  securities generally pay back principal and
   interest  over the life of the security.  At the time the Fund  reinvests the
   payments and any unscheduled  prepayments of principal received, the Fund may
   receive a rate of interest  which is actually lower than the rate of interest
   paid on these securities ("prepayment risks").  Although non-mortgage related
   asset-backed  securities generally are less likely to experience  substantial
   prepayments than are mortgage-related asset-backed securities, certain of the
   factors that affect the rate of prepayments on mortgage-related  asset-backed
   securities  also  affect  the rate of  prepayments  on  non-mortgage  related
   asset-backed securities.

   Non-mortgage related  asset-backed  securities present certain risks that are
   not presented by mortgage-related  asset-backed securities.  Primarily, these
   securities  do not have the  benefit  of the same  security  interest  in the
   related  collateral.  Credit card receivables are generally unsecured and the
   debtors  are  entitled  to the  protection  of a number of state and  federal
   consumer  credit  laws,  many of which give such debtors the right to set off
   certain amounts owed on the credit cards,  thereby  reducing the balance due.
   Most issuers of asset-backed  securities backed by motor vehicle  installment
   purchase  obligations  permit the servicer of such  receivables to retain the
   possession  of the  underlying  obligations.  If  the  servicer  sells  these
   obligations  to  another  party,  there is a risk  that the  purchaser  would
   acquire  an  interest  superior  to  that  of  the  holders  of  the  related
   asset-backed securities. Further, if a vehicle is registered in one state and
   is then  reregistered  because the owner and obligor moves to another  state,
   such registration  could defeat the original security interest in the vehicle
   in  certain  cases.  In  addition,  because of the large  number of  vehicles
   involved in a typical issuance and technical  requirements  under state laws,
   the trustee for the holders of asset-backed  securities  backed by automobile
   receivables may not have a proper security interest in all of the obligations
   backing such receivables. Therefore, there is the possibility that recoveries
   on  repossessed  collateral  may not, in some cases,  be available to support
   payments on these securities.

BANK INSTRUMENTS

The Fund only invests in bank instruments either issued by an institution having
capital,  surplus and  undivided  profits over $100 million or insured by BIF or
SAIF. Bank instruments may include Eurodollar  Certificates of Deposit ("ECDs"),
Yankee Certificates of Deposit ("Yankee CDs"), and
Eurodollar Time Deposits ("ETDs").

FOREIGN SECURITIES
   
ECDs,  ETDs,  Yankee CDs,  CCP,  Eurobonds and Europaper are subject to somewhat
different risks than domestic obligations of domestic issuers. Examples of these
risks  include  international,  economic  and  political  developments,  foreign
governmental  restrictions that may adversely affect the payment of principal or
interest,  foreign withholdings or other taxes on interest income,  difficulties
in obtaining or enforcing a judgment  against the issuing bank, and the possible
impact of  interruptions  of the flow of  international  currency  transactions.
Different risks may also exist for ECDs,  ETDs, and Yankee CDs because the banks
issuing  these  instruments,  or their  domestic  or foreign  branches,  are not
necessarily  subject to the same regulatory  requirements that apply to domestic
banks,  such as  reserve  requirements,  loan  requirements,  loan  limitations,
examinations,   accounting,   auditing,   and  record  keeping  and  the  public
availability of information.  These factors will be carefully  considered by the
Fund's adviser in selecting  investments for the Fund.      INTEREST RATE SWAPS,
CAPS AND FLOORS     The Fund may enter into interest rate swaps and may purchase
or sell (i.e., write) interest rate caps and floors. Interest rate swaps involve
the exchange by the Fund with another party of their  respective  commitments to
pay or receive  interest  (e.g.,  an  exchange  of floating  rate  payments  for
fixed-rate  payments) on a notional principal amount. The principal amount of an
interest  rate  swap  is  notional  in  that  it only  provides  the  basis  for
determining the amount of interest  payments under the swap agreement,  and does
not  represent  an actual  loan.  For  example,  a $10 million  LIBOR swap would
require one party to pay the  equivalent  of the LIBOR on $10 million  principal
amount in exchange  for the right to receive the  equivalent  of a fixed rate of
interest  on $10  million  principal  amount.  Neither  party to the swap  would
actually advance $10 million to the other.      The purchase of an interest rate
cap  entitles  the  purchaser,  to the extent that a specified  index  exceeds a
predetermined  interest  rate,  to  receive  payments  of the  amount  of excess
interest on a notional principal amount from the party selling the interest rate
cap.  The purchase of an interest  rate floor  entitles  the  purchaser,  to the
extent that a specified  index falls below a  predetermined  interest  rate,  to
receive payments of the amount of the interest shortfall on a notional principal
amount from the party selling the interest rate floor.

The Fund expects to enter into  interest  rate  transactions  primarily to hedge
against changes in the price of other  portfolio  securities.  For example,  the
Fund may hedge  against  changes  in the  market  value of a fixed  rate note by
entering  into a  concurrent  swap that  requires  the Fund to pay the same or a
lower  fixed  rate of  interest  on a  notional  principal  amount  equal to the
principal  amount of the note in exchange for a variable rate of interest  based
on a market  index.  Interest  accrued  on the  hedged  note would then equal or
exceed the Fund's  obligations under the swap, while changes in the market value
of the swap would  largely  offset any changes in the market  value of the note.
The Fund may also enter into swaps and caps to  preserve  or enhance a return or
spread  on a  portfolio  security.  The  Fund  does  not  intend  to  use  these
transactions in a speculative manner.
   
The Fund will usually enter into  interest rate swaps on a net basis (i.e.,  the
two payment streams are netted out),  with the Fund receiving or paying,  as the
case may be,  only the net  amount of the two  payments.  The net  amount of the
excess, if any, of the Fund's  obligations over its entitlements with respect to
each  interest  rate swap will be  accrued on a daily  basis,  and the Fund will
segregate  liquid  assets  in an  aggregate  NAV at least  equal to the  accrued
excess,  if any, on each  business day. If the Fund enters into an interest rate
swap on other than a net basis,  the Fund will  segregate  liquid  assets in the
full amount accrued on a daily basis of the Fund's  obligations  with respect to
the swap.  If there is a default by the other party to such a  transaction,  the
Fund will have contractual  remedies  pursuant to the agreements  related to the
transaction.

The swap market has grown  substantially  in recent years with a large number of
banks  and  investment  banking  firms  acting  both as  principals  and  agents
utilizing  standardized swap  documentation.  The Fund's investment  adviser has
determined that, as a result, the swap market has become relatively liquid. Caps
and floors are more recent innovations for which standardized  documentation has
not yet been developed and, accordingly, they are less liquid than swaps. To the
extent  interest rate swaps,  caps or floors are  determined  by the  investment
adviser  to be  illiquid,  they will be  included  in the Fund's  limitation  on
investments  in  illiquid  securities.  To the  extent  the Fund  sells caps and
floors,  it will  maintain in a segregated  account cash and/or U.S.  government
securities having an aggregate NAV at least equal to the full amount, accrued on
a daily  basis,  of the Fund's  obligations  with respect to the caps or floors.
     The use of  interest  rate  swaps is a highly  specialized  activity  which
involves  investment  techniques and risks different from those  associated with
ordinary portfolio securities transactions.  If the Fund's investment adviser is
incorrect in its forecasts of market values, interest rates and other applicable
factors,  the investment  performance  of the Fund would diminish  compared with
what it  would  have  been if these  investment  techniques  were not  utilized.
Moreover,  even if the Fund's  investment  adviser is correct in its  forecasts,
there is a risk that the swap position may correlate  imperfectly with the price
of the portfolio  security being hedged.      There is no limit on the amount of
interest  rate swap  transactions  that may be entered  into by the Fund.  These
transactions  do not involve  the  delivery of  securities  or other  underlying
assets or principal.  Accordingly, the risk of loss with respect to a default on
an interest  rate swap is limited to the NAV of the swap  together  with the net
amount of interest  payments owed to the Fund by the defaulting party. A default
on a portfolio  security  hedged by an interest  rate swap would also expose the
Fund to the risk of  having  to cover  its net  obligations  under the swap with
income from other portfolio securities.  The Fund may purchase and sell caps and
floors  without  limitation,  subject  to  the  segregated  account  requirement
described above.      CREDIT ENHANCEMENT

Certain of the Fund's acceptable  investments may have been credit enhanced by a
guaranty, letter of credit or insurance. The Fund typically evaluates the credit
quality  and  ratings of credit  enhanced  securities  based upon the  financial
condition and ratings of the party providing the credit enhancement (the "credit
enhancer"),  rather than the issuer.  Generally,  the Fund will not treat credit
enhanced   securities  as  having  been  issued  by  the  credit   enhancer  for
diversification  purposes.   However,  under  certain  circumstances  applicable
regulations  may require the Fund to treat the  securities as having been issued
by both the issuer and the credit  enhancer.  The  bankruptcy,  receivership  or
default  of  the  credit   enhancer  will  adversely   affect  the  quality  and
marketability of the underlying security.

DEMAND FEATURES

The Fund may acquire securities that are subject to puts and standby commitments
("demand  features")  to  purchase  the  securities  at their  principal  amount
(usually with accrued  interest) within a fixed period following a demand by the
Fund.  The  demand  feature  may be  issued  by  the  issuer  of the  underlying
securities, a dealer in the securities or by another third party, and may not be
transferred  separately  from  the  underlying  security.  The Fund  uses  these
arrangements  to provide  the Fund with  liquidity  and not to  protect  against
changes  in the  market  value of the  underlying  securities.  The  bankruptcy,
receivership or default by the issuer of the demand feature, or a default on the
underlying security or other event that terminates the demand feature before its
exercise, will adversely affect the liquidity of the underlying security. Demand
features that are  exercisable  even after a payment  default on the  underlying
security are treated as a form of credit enhancement.

DERIVATIVE CONTRACTS AND SECURITIES

The term  "derivative"  has  traditionally  been  applied to  certain  contracts
(including  futures,  forward,  option and swap  contracts)  that "derive" their
value from changes in the value of an underlying security,  currency,  commodity
or  index.   Certain  types  of  securities  that  incorporate  the  performance
characteristics  of these contracts are also referred to as  "derivatives."  The
term has also  been  applied  to  securities  "derived"  from  cash  flows  from
underlying securities, mortgages or other obligations.

Derivative  contracts  and  securities  can be used to  reduce or  increase  the
volatility of an investment portfolio's total performance. While the response of
certain  derivative  contracts and  securities to market changes may differ from
traditional   investments,   such  as  stocks  and  bonds,  derivatives  do  not
necessarily present greater market risks than traditional investments.  The Fund
will only use derivative  contracts for the purposes disclosed in the applicable
prospectus  sections  above.  To the extent that the Fund invests in  securities
that could be characterized as derivatives,  such as asset-backed securities and
mortgage-backed  securities,  including  CMOs,  it will  only do so in a  manner
consistent with its investment objectives, policies and limitations.

REPURCHASE AGREEMENTS

Certain of the securities in which the Fund invests may be purchased pursuant to
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.  The Fund or its
custodian  will  take  possession  of  the  securities   subject  to  repurchase
agreements and these  securities  will be marked to market daily.  To the extent
that the original  seller does not repurchase the securities  from the Fund, the
Fund  could  receive  less  than  the  repurchase  price  on any  sale  of  such
securities.  In the event that such a defaulting  seller filed for bankruptcy or
became  insolvent,  disposition of such  securities by the Fund might be delayed
pending  court  action.  The Fund  believes  that under the  regular  procedures
normally in effect for  custody of the Fund's  portfolio  securities  subject to
repurchase agreements,  a court of competent jurisdiction would rule in favor of
the Fund and allow  retention or disposition of such  securities.  The Fund will
only enter into repurchase  agreements with banks 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 Trustees.

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in  restricted  securities.  Restricted  securities  are any
securities in which the Fund may  otherwise  invest  pursuant to its  investment
objective and  policies,  but which are subject to  restriction  on resale under
federal securities law. The Fund will limit investments in illiquid  securities,
including  certain  restricted  securities  not determined by the Trustees to be
liquid,  non-negotiable  time deposits,  certain  interest rate swaps,  caps and
floors  determined  by  the  Fund's  investment  adviser  to  be  illiquid,  and
repurchase  agreements  providing  for  settlement in more than seven days after
notice, to 15% of the value of its net assets.

The Fund may invest in commercial paper issued in reliance on the exemption from
registration  afforded by Section 4(2) of the  Securities  Act of 1933.  Section
4(2) commercial paper is restricted as to disposition  under federal  securities
law and is generally  sold to  institutional  investors,  such as the Fund,  who
agree that they are purchasing the paper for investment  purposes and not with a
view to public  distribution.  Any resale by the purchaser  must be in an exempt
transaction.   Section  4(2)  commercial  paper  is  normally  resold  to  other
institutional  investors  like the Fund  through or with the  assistance  of the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus providing  liquidity.  The Fund believes that Section 4(2) commercial paper
and possibly  certain other  restricted  securities  which meet the criteria for
liquidity  established  by the  Trustees  are quite  liquid.  The Fund  intends,
therefore,  to treat the  restricted  securities  which  meet the  criteria  for
liquidity established by the Trustees,  including Section 4(2) commercial paper,
as determined by the Fund's investment adviser, as liquid and not subject to the
investment  limitation applicable to illiquid securities.  In addition,  because
Section 4(2)  commercial  paper is liquid,  the Fund intends to not subject such
paper to the limitation applicable to restricted 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,  or both, 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  Trustees.  In  these  loan
arrangements,  the  Fund  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.
    
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.       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.

SPECIAL CONSIDERATIONS

In the debt market, prices move inversely to interest rates. A decline in market
interest  rates  results  in a rise in the  market  prices of  outstanding  debt
obligations.  Conversely,  an increase  in market  interest  rates  results in a
decline in market prices of outstanding  debt  obligations.  In either case, the
amount of change in market prices of debt  obligations in response to changes in
market interest rates generally depends on the maturity of the debt obligations:
the debt  obligations  with the longest  maturities will experience the greatest
market price changes.      The market value of debt  obligations,  and therefore
the Fund's NAV, will  fluctuate due to changes in economic  conditions and other
market factors such as interest rates which are beyond the control of the Fund's
investment  adviser.  The Fund's  investment  adviser  could be incorrect in its
expectations  about the  direction or extent of these market  factors.  Although
debt obligations with longer maturities offer potentially greater returns,  they
have greater exposure to market price fluctuation.  Consequently,  to the extent
the Fund is significantly  invested in debt obligations with longer  maturities,
there is a greater  possibility  of fluctuation in the Fund's NAV.      WEIGHTED
AVERAGE PORTFOLIO DURATION

Duration is a commonly used measure of the potential  volatility of the price of
a  debt  security,  or  the  aggregate  market  value  of a  portfolio  of  debt
securities,  prior to maturity. Duration measures the magnitude of the change in
the price of a debt  security  relative to a given  change in the market rate of
interest.  The duration of a debt security depends upon three primary variables:
the security's  coupon rate,  maturity  date,  and the level of market  interest
rates for similar debt securities. Generally, debt securities with lower coupons
or longer  maturities  will have a longer  duration than  securities with higher
coupons or shorter  maturities.  For purposes of calculating its dollar-weighted
average  portfolio  duration,  the Fund will treat  variable and  floating  rate
instruments  as  having  a  remaining  duration  commensurate  with  the  period
remaining until the next scheduled adjustment to the instrument's interest rate.

INVESTMENT LIMITATIONS

The Fund will not:

* borrow  money  directly or through  reverse  repurchase  agreements  or pledge
  securities  except,  under  certain  circumstances,  the Fund may borrow up to
  one-third  of the value of its total  assets and pledge up to 15% of the value
  of its total assets to secure such borrowings;

* with  respect to 75% of its  assets,  invest  more than 5% of the value of its
  total assets in securities of one issuer (except U.S. government obligations),
  or purchase  more than 10% of the  outstanding  voting  securities  of any one
  issuer.

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 the value of its net assets in  illiquid  securities,
  including repurchase  agreements providing for settlement more than seven days
  after notice,  non-negotiable time deposits, certain interest rate swaps, caps
  and floors  determined by the investment  adviser to be illiquid,  and certain
  restricted securities not determined by the Trustees to be liquid.

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 Fund's Adviser receives an annual investment  advisory fee equal to 0.50%
   of the  Fund's  average  daily  net  assets.  Under the  investment  advisory
   contract,  the  Adviser  may  voluntarily  reimburse  some  of the  operating
   expenses of the Fund. The Adviser can terminate this voluntary  reimbursement
   of expenses at any time in its sole discretion.
    
   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,  who is 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 $110 billion invested across more than 300
   funds under  management  and/or  administration  by its  subsidiaries,  as of
   December 31,  1996,  Federated  Investors  is one of the largest  mutual fund
   investment  managers in the United  States.  With more than 2,000  employees,
   Federated  continues to be led by the  management  who founded the company in
   1955.  Federated  funds are presently at work in and through 4,500  financial
   institutions nationwide.
    
   Joseph M. Balestrino has been the Fund's portfolio manager since January
   1994. Mr. Balestrino joined Federated Investors in 1986 and has been a Vice
   President of the Fund's investment adviser since 1995. Mr. Balestrino served
   as an Assistant Vice President of the investment adviser from 1991 to 1995.
   Mr. Balestrino is a Chartered Financial Analyst and received his Master's
   Degree in Urban and Regional Planning from the University of Pittsburgh.
   
   John T. Gentry will be a portfolio manager of the Fund effective August
   1997. Mr. Gentry joined Federated Investors in 1995 as an Investment Analyst
   and has been an Assistant Vice President of the Fund's adviser since April
   1997. Mr. Gentry served as a Senior Treasury Analyst at Sun Company, Inc.
   from 1991 to 1995. Mr. Gentry earned his M.B.A., with concentrations in
   Finance and Accounting, from Cornell University.

   Susan M. Nason has been the Fund's portfolio manager since the Fund's
   inception in December 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.S. in Industrial Administration from Carnegie Mellon University.
    
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 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.
    
ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

Federated  Services  Company,  a  subsidiary  of Federated  Investors,  provides
administrative  personnel  and services  (including  certain legal and financial
reporting  services)  necessary to operate the Fund.  Federated Services Company
provides  these at an annual rate which relates to the average  aggregate  daily
net  assets of all  funds  advised  by  affiliates  of  Federated  Investors  as
specified below:

<TABLE>
<CAPTION>
      MAXIMUM                    AVERAGE AGGREGATE
 ADMINISTRATIVE FEE              DAILY NET ASSETS
<C>                  <S>
       0.15%                on the first $250 million
       0.125%               on the next $250 million
       0.10%                on the next $250 million
       0.075%         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 Services Company may choose voluntarily to waive a portion of its fee.

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 0.25% of the  average  daily  NAV of  Shares to obtain
certain personal services for shareholders and to maintain shareholder accounts.
From time to time and for such periods as deemed appropriate,  the amount stated
above may be reduced  voluntarily.  Under the  Shareholder  Services  Agreement,
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions  will  receive  fees based upon  Shares  owned by their  clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Trust and Federated Shareholder
Services.
    
SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS
   
In addition to payments made  pursuant to the  Shareholder  Services  Agreement,
Federated Securities Corp. and Federated  Shareholder  Services,  from their own
assets, may pay financial institutions  supplemental fees for the performance of
substantial   sales  services,   distribution-related   support   services,   or
shareholder services. The support may include sponsoring sales,  educational and
training  seminars  for  their  employees,   providing  sales  literature,   and
engineering  computer  software  programs that  emphasize the  attributes of the
Fund. Such assistance will be predicated upon the amount of Shares the financial
institution  sells or may  sell,  and/or  upon the type and  nature  of sales or
marketing support furnished by the financial  institution.  Any payments made by
the distributor may be reimbursed by the Fund's Adviser or its affiliates.

NET ASSET VALUE

The Fund's NAV per share fluctuates. The NAV 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.
    
INVESTING IN INSTITUTIONAL SHARES

SHARE PURCHASES

Shares  are  sold on days on  which  the New  York  Stock  Exchange  is open for
business. Shares may be purchased either by wire or by 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 Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston,  Massachusetts;  Attention:  EDGEWIRE; For Credit to:
Federated  Intermediate  Income 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  by wire  on  holidays  when  wire  transfers  are
restricted.  Questions on wire purchases  should be directed to your shareholder
services   representative  at  the  telephone  number  listed  on  your  account
statement.

BY MAIL
   
To purchase  Shares of the Fund by mail,  send a check made payable to Federated
Intermediate  Income  Fund  --Institutional  Shares  to:  Federated  Shareholder
Services  Company,  c/o State  Street  Bank and Trust  Company,  P.O.  Box 8600,
Boston, MA 02266-8600.  Orders by mail are considered  received after payment by
check is  converted by the transfer  agent's  bank,  State Street Bank and Trust
Company  ("State  Street Bank"),  into federal funds.  This is 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  financial
intermediary's  fee. 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 financial  intermediary
may be subject to a smaller minimum investment.

WHAT SHARES COST

Shares are sold at their NAV next determined  after an order is received.  There
is no sales charge imposed by the Fund.  Investors who purchase Shares through a
financial   intermediary  may  be  charged  a  service  fee  by  that  financial
intermediary.

The NAV 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 NAV might be materially affected;  (ii) days during which no
Shares  are  tendered  for  redemption  and no orders  to  purchase  Shares  are
received;  and (iii) the following holidays:  New Year's Day, Martin Luther King
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
    
EXCHANGING SECURITIES FOR FUND SHARES

The Fund may accept securities in exchange for Fund Shares.  The Fund will allow
such exchanges only upon the prior approval of the Fund and a  determination  by
the Fund and the Adviser that the securities to be exchanged are acceptable.    
Any securities  exchanged must meet the investment objective and policies of the
Fund and must have a readily ascertainable market value. The market value of any
securities  exchanged in an initial investment,  plus any cash, must be at least
equal to the minimum  investment  in the Fund.  The Fund  acquires the exchanged
securities for investment and not for resale.

Securities  accepted  by the Fund will be valued in the same  manner as the Fund
values its  assets.  The basis of the  exchange  will  depend on the NAV of Fund
Shares  on the day the  securities  are  valued.  One  Share of the Fund will be
issued for the 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.

If an exchange is permitted, it will be treated as a sale for federal income tax
purposes.  Depending  upon the cost basis of the  securities  exchanged for Fund
Shares, a gain or loss may be realized by the investor.

EXCHANGE PRIVILEGE
   
Shares  in  certain  Federated  funds  which  are  advised  by  subsidiaries  or
affiliates of Federated Investors may be exchanged for Shares of the Fund at NAV
(plus a sales charge, if applicable).  The exchange is subject to any initial or
subsequent investment amounts of the fund being acquired. Prior to any exchange,
the  shareholder  must receive a copy of the current  prospectus  of the fund or
class thereof into which an exchange is to be effected. A shareholder may obtain
further  information on the exchange  privilege by calling Federated  Securities
Corp.  or  the  shareholder's  financial  institution.         CERTIFICATES  AND
CONFIRMATIONS

As transfer agent for the Fund, Federated Shareholder 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  NAV. 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 12 months.

REDEEMING INSTITUTIONAL SHARES
   
The Fund redeems Shares at their NAV next determined after the Fund receives the
redemption request. Investors who redeem Shares through a financial intermediary
may be charged a service fee by that financial intermediary. Redemptions will be
made on days on which the Fund  computes its NAV.  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 more than seven days, 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 is necessary to terminate or modify this method of
redemption,  shareholders would be promptly  notified.  Proceeds from redemption
requests  received on holidays when wire transfers are restricted  will be wired
the following business day.  Questions about telephone  redemptions on days when
wire transfers are restricted  should be directed to your  shareholder  services
representative at the telephone number listed on your account statement.

An  authorization  form  permitting the Fund to accept  telephone  requests must
first be  completed.  Authorization  forms and  information  on this service are
available from Federated Securities Corp. Telephone redemption  instructions may
be recorded.  If reasonable  procedures  are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone  instructions.  In
the event of drastic  economic or market  changes,  a shareholder may experience
difficulty  in  redeeming by  telephone.  If such a case should  occur,  another
method of redemption, such as "Redeeming Shares by Mail," should be considered.

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to:  Federated
Shareholder  Services Company,  P.O. Box 8600,  Boston, MA 02266-8600.  If share
certificates  have been issued,  they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and the Share class  designation
the account name as registered with the Fund; the account number; and the number
of Shares to be  redeemed  or the  dollar  amount  requested.  All owners of the
account must sign the request exactly as the Shares are registered.  Normally, a
check for the proceeds is mailed  within one business  day, but in no event more
than seven  days,  after the  receipt of a proper  written  redemption  request.
Dividends  are paid up to and  including  the day that a  redemption  request is
processed.      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 their  signatures  guaranteed by a
commercial or savings bank, trust company or savings  association whose deposits
are insured by an organization  which is administered by the FDIC; a member firm
of a domestic stock exchange; 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.       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 NAV.      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  of the Trust 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  shareholders  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.

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  realized 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  received.  This applies whether dividends
and distributions are received in cash or as additional  Shares.  Information on
the tax status of dividends and distributions is provided annually.

There are tax uncertainties  with respect to whether  increasing rate securities
will be treated as having an original issue  discount.  If it is determined that
the increasing rate  securities  have original issue discount,  a holder will be
required to include as income in each taxable year, in addition to interest paid
on the security for that year, an amount equal to the sum of the daily  portions
of original issue discount for each day during the taxable year that such holder
holds the security.  There may also be tax uncertainties with respect to whether
an extension of maturity on an increasing rate note will be treated as a taxable
exchange.  In the event it is  determined  that an  extension  of  maturity is a
taxable exchange,  a holder will recognize a taxable gain or loss, which will be
a short-term  capital gain or loss if he holds the security as a capital  asset,
to the extent that the value of the security with an extended  maturity  differs
from the adjusted basis of the security deemed exchanged therefor.

STATE AND LOCAL TAXES
   
In the opinion of Houston,  Donnelly and Meck, counsel to the Trust, Fund Shares
may be subject to personal  property taxes imposed by counties,  municipalities,
and school districts in Pennsylvania to the extent that the portfolio securities
in the Fund 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 laws.

PERFORMANCE INFORMATION
   
From time to time, the Fund advertises its total return and yield for Shares.

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

The yield of Shares is  calculated  by dividing  the net  investment  income per
Share (as defined by the SEC) earned by Shares over a  thirty-day  period by the
maximum  offering price per Share of Shares on the last day of the period.  This
number is then  annualized  using  semi-annual  compounding.  The yield does not
necessarily  reflect income  actually earned by Shares and,  therefore,  may not
correlate to the dividends or other distributions paid to shareholders.

Total  return  and  yield  will  be   calculated   separately   for  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 primarily to banks and other institutions
that hold assets in an agency capacity. Institutional Service Shares are sold at
NAV and are subject to a minimum  initial  investment of $25,000.  Institutional
Service Shares are distributed pursuant to a 12b-1 Plan adopted by the Trust.

Shares  and  Institutional  Service  Shares  are  subject to certain of the same
expenses. Expense differences, however, 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 1-800-341-7400 or contact their financial
institution.
    
FEDERATED INTERMEDIATE INCOME FUND

Institutional Shares
Federated Investors Tower
Pittsburgh, PA 15222-3779

DISTRIBUTOR

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

INVESTMENT ADVISER

Federated Management
Federated Investors Tower
Pittsburgh, PA 15222-3779

CUSTODIAN

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

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT

Federated Shareholder
Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT AUDITORS

Ernst & Young LLP
One Oxford Centre
Pittsburgh, PA 15219

[Graphic]

FEDERATED
INTERMEDIATE INCOME
FUND

(A Portfolio of Federated Income Securities Trust)

Institutional Shares

PROSPECTUS
JUNE 30, 1997

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

Federated Securities Corp., Distributor
   
Cusip 31420C407
3090804A-IS (6/97)
    
[Graphic]

FEDERATED INTERMEDIATE INCOME FUND
   
(A Portfolio of Federated Income Securities Trust)

Institutional Service Shares
    
PROSPECTUS

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

The investment objective of the Fund is to provide current income.

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  Statement  of  Additional
Information for Institutional Shares and Institutional Service Shares dated June
30, 1997, with the Securities and Exchange Commission  ("SEC").  The information
contained  in  the  Statement  of  Additional  Information  is  incorporated  by
reference  into this  prospectus.  You may  request a copy of the  Statement  of
Additional Information or a paper copy of this prospectus,  if you have received
it  electronically,  free of charge by calling  1-800-341-7400.  To obtain other
information or to make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.  The Statement of Additional Information,
material  incorporated  by reference into this document,  and other  information
regarding  the Fund is  maintained  electronically  with the SEC at Internet Web
site (http://www.sec.gov).

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

Prospectus dated June 30, 1997
    
 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
  Special Considerations                                            11
  Weighted Average Portfolio Duration                               11
  Investment Limitations                                            12
 Trust Information                                                  12
  Management of the Trust                                           12
  Distribution of Institutional Service Shares                      13
 Administration of the Fund                                         14
  Administrative Services                                           14
 Net Asset Value                                                    14
 Investing in Institutional Service Shares                          14
  Share Purchases                                                   14
  Minimum Investment Required                                       14
  What Shares Cost                                                  14
  Exchanging Securities for Fund Shares                             15
  Exchange Privilege                                                15
  Certificates and Confirmations                                    15
  Dividends                                                         15
  Capital Gains                                                     15
 Redeeming Institutional Service Shares                             15
  Telephone Redemption                                              15
  Redeeming Shares by Mail                                          16
  Accounts with Low Balances                                        16
 Shareholder Information                                            16
  Voting Rights                                                     16
 Tax Information                                                    16
  Federal Income Tax                                                16
  State and Local Taxes                              Inside Back Cover
 Performance Information                             Inside Back Cover
 Other Classes of Shares                             Inside Back Cover
</TABLE>
   
SUMMARY OF FUND EXPENSES

                                   INSTITUTIONAL SERVICE SHARES
                                  SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S>                                                                             <C>         <C>
 Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)                None
 Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)                                                         None
 Contingent Deferred Sales Charge (as a percentage of original purchase
  price or redemption proceeds, as applicable)                                                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)                                                             0.18%
 12b-1 Fee (after waiver)(2)                                                                  0.16%
   Shareholder Services Fee (after waiver)(3)                                      0.09%
 Total Other Expenses                                                                         0.46%
   Total Operating Expenses (after waivers)(4)                                                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
    0.50%.

(2) The 12b-1 Fee has been reduced to reflect the voluntary  waiver of a portion
    of the 12b-1 fee. The distributor can terminate the voluntary  waiver at any
    time at its sole discretion. The maximum 12b-1 fee is 0.25%.

(3) The  shareholder  services  fee has been  reduced to reflect  the  voluntary
    waiver of a portion of the shareholder services fee. The shareholder service
    provider  can  terminate  this  voluntary  waiver  at any  time at its  sole
    discretion. The maximum shareholder services fee is 0.25%.

(4) The total  operating  expenses  would have been 1.37%  absent the  voluntary
    waivers  of  portions  of the  management  fee,  12b-1  fee and  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 Institutional Service Shares of the
Trust will bear, either directly or indirectly.  For more complete  descriptions
of the various costs and expenses,  see "Trust  Information"  and  "Investing in
Institutional Service Shares." Wire-transferred  redemptions of less than $5,000
may be subject to additional fees.

LONG-TERM SHAREHOLDERS MAY PAY MORE THAN THE ECONOMIC EQUIVALENT OF THE
MAXIMUM FRONT-END SALES CHARGES PERMITTED UNDER THE RULES OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC.

EXAMPLE

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.
<TABLE>
<S>                                     <C>
 1 Year                                 $ 8
 3 Years                                $26
 5 Years                                $44
 10 Years                               $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.

FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The  following  table  has  been  audited  by  Ernst &  Young  LLP,  the  Fund's
independent auditors.  Their report dated June 13, 1997, on the Funds' financial
statements for the year ended April 30, 1997, and on the following table for the
periods presented, is included in the Fund's Annual Report to shareholders dated
April 30, 1997, which is incorporated herein by reference.  This table should be
read in  conjunction  with the Fund's  financial  statements  and notes thereto,
which may be obtained free of charge from the Trust.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED APRIL 30,
                                                          1997       1996        1995       1994(A)
<S>                                                     <C>        <C>         <C>        <C>
 NET ASSET VALUE, BEGINNING OF PERIOD                    $ 9.76     $ 9.55     $ 9.53      $10.00
 INCOME FROM INVESTMENT OPERATIONS
  Net investment income                                    0.61       0.63       0.64        0.22
  Net realized and unrealized gain (loss) on investments   0.04       0.21       0.02       (0.47)
  Total from investment operations                         0.65       0.84       0.66       (0.25)
 LESS DISTRIBUTIONS
  Distributions from net investment income                (0.61)     (0.63)     (0.64)      (0.22)
  Distributions from net realized gain on investments     (0.01)       --         --          --
  Total distributions                                     (0.62)     (0.63)     (0.64)      (0.22)
 NET ASSET VALUE, END OF PERIOD                          $ 9.79     $ 9.76     $ 9.55      $ 9.53
 TOTAL RETURN(B)                                           6.73%      8.86%      7.27%      (2.57%)
 RATIOS TO AVERAGE NET ASSETS
  Expenses                                                 0.80%      0.80%      0.72%       0.25%*
  Net investment income                                    6.21%      6.31%      6.85%       6.12%*
  Expense waiver/reimbursement(c)                          0.57%      0.85%      1.22%       1.40%*
 SUPPLEMENTAL DATA
  Net assets, end of period (000 omitted)                  $790       $508       $276        $225
  Portfolio turnover                                         55%        66%        88%          0%
</TABLE>

* Computed on an annualized basis.

(a) Reflects  operations  for the period from December 15, 1993 (date of initial
    public offering) to April 30, 1994.

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

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

Further  information  about the Fund's  performance  is  contained in the Fund's
Annual  Report for the fiscal year ended April 30,  1997,  which can be obtained
free of charge.       GENERAL  INFORMATION      The Trust was  established  as a
Massachusetts  business  trust under a  Declaration  of Trust dated  January 24,
1986.  The Trust  may 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.  As of the  date of this
prospectus,  the Board of Trustees  ("Trustees") have established two classes of
shares of the Fund:  Institutional Service Shares and Institutional Shares. This
prospectus  relates  only to  Institutional  Service  Shares of the  Fund.      
Institutional  Service Shares  ("Shares") are designed  primarily for retail and
private banking  customers of financial  institutions  as a convenient  means of
accumulating an interest in a professionally  managed,  diversified portfolio of
U.S.  government  securities.  A minimum  initial  investment  of $25,000 over a
90-day  period is required.      Shares are  currently  sold and redeemed at net
asset value ("NAV")  without a sales charge imposed by the Fund.      INVESTMENT
INFORMATION

INVESTMENT OBJECTIVE

The  investment  objective  of the  Fund  is to  provide  current  income.  This
investment  objective cannot be changed without approval of shareholders.  While
there is no assurance  that the Fund will achieve its investment  objective,  it
endeavors  to do so by  following  the  investment  policies  described  in this
prospectus.

INVESTMENT POLICIES
   
The  Fund  pursues  its  investment  objective  by  investing  in a  diversified
portfolio of high grade  securities,  which are  securities  rated in one of the
three highest  categories (A or better) by a nationally  recognized  statistical
rating  organization  ("NRSRO")  (for  example,  rated Aaa,  Aa, or A by Moody's
Investors Service, Inc. ("Moody's") or AAA, AA or A by Standard & Poor's Ratings
Group ("S&P"),  Fitch Investors Service,  Inc. ("Fitch") or Duff & Phelps Rating
Service ("Duff & Phelps") or if unrated,  of comparable quality as determined by
the Fund's adviser. If a security is subsequently  downgraded,  the adviser will
determine  whether it  continues  to be an  acceptable  investment;  if not, the
security  will be sold. A description  of the rating  categories is contained in
the Appendix to the  Statement of  Additional  Information.  Under normal market
conditions,  the dollar-weighted  average portfolio maturity of the Fund will be
between three and ten years,  and the Fund's  average-weighted  duration will be
between three and seven years.      Unless indicated  otherwise,  the investment
policies  may be changed by the Trustees  without the approval of  shareholders.
Shareholders  will be notified  before any material  change in these  investment
policies becomes effective.

ACCEPTABLE INVESTMENTS

The Fund invests primarily in a professionally  managed,  diversified  portfolio
consisting of U.S.  government  obligations,  corporate  debt  obligations,  and
asset-backed  securities.  The Fund may also invest in derivative instruments of
such   securities,   including   instruments  with  demand  features  or  credit
enhancement, as well as money market instruments.

The securities in which the Fund invests are:
   
* obligations issued or guaranteed as to payment of principal and interest
  by the U.S. government, its agencies and instrumentalities including bills,
  notes, bonds, and discount notes of the U.S. Treasury and of U.S. government
  agencies or instrumentalities;
    
* domestic  and  foreign  issues of  corporate  and  soverign  debt  obligations
  (including Eurobonds,  Medium Term Notes and Deposit Notes) having floating or
  fixed rates of interest;

*  asset-backed  securities,   including  mortgage-related   securities;       *
commercial paper (including Europaper and Canadian Commercial Paper
  ("CCP")) which matures in 270 days or less so long as at least two ratings are
  high quality  ratings by an NRSRO.  Such  ratings  would  include:  Prime-1 or
  Prime-2 by Moody's, A-1 or A-2 by S&P, or F-1 or F-2 by Fitch;
    
* municipal securities;

* foreign currency transactions (including spot, futures, options and
  swaps);
   
* convertible securities;

* preferred securities (such as trust preferred capital securities and step
  up perpetual subordinated securities);

* surplus notes (or surplus debentures or certificates of contribution);       *
time and savings deposits and deposit notes and bankers acceptances
  (including  certificates  of deposit)  in  commercial  or savings  banks whose
  accounts  are  insured  by the Bank  Insurance  Fund  ("BIF")  or the  Savings
  Association  Insurance Fund ("SAIF"),  both of which are  administered  by the
  Federal Deposit  Insurance  Corporation  ("FDIC"),  including  certificates of
  deposit issued by and other time deposits in foreign  branches of FDIC insured
  banks or who have at least $100,000,000 in capital; and

* repurchase agreements collateralized by eligible investments.

U.S. GOVERNMENT OBLIGATIONS

The types of U.S. government obligations in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury Bills, notes, and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities may be
backed by:

* the full faith and credit of the U.S. Treasury;

* the issuer's right to borrow from the U.S. Treasury;

* the discretionary authority of the U.S. government to purchase certain
  obligations of agencies or instrumentalities; or
   
* the credit of the agency or instrumentality issuing the obligations.

CORPORATE OBLIGATIONS

The Fund invests in corporate obligations, including corporate bonds, notes, and
debentures,  which  may have  floating  or  fixed  rates  of  interest.  Certain
obligations  in  which  the fund  invests  may  involve  both  debt  and  equity
characteristics including, but not limited to convertible securities,  preferred
securities (such as trust preferred or capital  securities and step up perpetual
subordinated securities), and surplus notes.

FLOATING RATE CORPORATE OBLIGATIONS

The Fund may invest in  floating  rate  corporate  debt  obligations,  including
increasing rate securities. Floating rate securities are generally offered at an
initial interest rate which is at or above prevailing market rates. The interest
rate paid on these  securities  is then reset  periodically  (commonly  every 90
days) to an increment  over some  predetermined  interest  rate index.  Commonly
utilized  indices  include  the  three-month  Treasury  Bill rate,  the  180-day
Treasury Bill rate, the one-month or three-month  London Interbank  Offered Rate
("LIBOR"),  the  prime  rate of a  bank,  the  commercial  paper  rates,  or the
longer-term rates on U.S. Treasury securities.

Some of the floating  rate  corporate  obligations  in which the Fund may invest
include floating rate corporate  securities  issued by savings  associations and
collateralized  by adjustable rate mortgage loans,  also known as collateralized
thrift  notes.  Many of these  collateralized  thrift  notes have  received  AAA
ratings from recognized rating agencies. Collateralized thrift notes differ from
traditional  "pass  through"  certificates  in which payments made are linked to
monthly payments made by individual borrowers net of any fees paid to the issuer
or  guarantor  of such  securities.  Collateralized  thrift notes pay a floating
interest  rate  which  is tied to a  predetermined  index,  such as the  180-day
Treasury Bill rate. Floating rate corporate  obligations also include securities
issued  to fund  commercial  real  estate  construction.        Increasing  rate
securities,  which currently do not make up a significant share of the market in
corporate debt  securities,  are generally  offered at an initial  interest rate
which  is  at or  above  prevailing  market  rates.  Interest  rates  are  reset
periodically   (most  commonly   every  90  days)  at  different   levels  on  a
predetermined   scale.   These  levels  of  interest  are   ordinarily   set  at
progressively  higher increments over time. Some increasing rate securities may,
by agreement,  revert to a fixed rate status.  These securities may also contain
features  which  allow the issuer the option to convert the  increasing  rate of
interest to a fixed rate under such terms,  conditions,  and  limitations as are
described in each issue's prospectus.      FIXED RATE CORPORATE OBLIGATIONS     
The  Fund  may also  invest  in fixed  rate  securities,  including  fixed  rate
securities   with  short-term   characteristics.   Fixed  rate  securities  with
short-term characteristics are long-term debt obligations but are treated in the
market as having short  maturities  because call features of the  securities may
make them  callable  within a short period of time. A fixed rate  security  with
short-term characteristics would include a fixed income security priced close to
call or redemption price or a fixed income security approaching maturity,  where
the expectation of call or redemption is high.

Fixed rate  securities  tend to exhibit  more price  volatility  during times of
rising  or  falling  interest  rates  than  securities  with  floating  rates of
interest.  This is because floating rate securities,  as described above, behave
like short-term  instruments in that the rate of interest they pay is subject to
periodic  adjustments  based on a  designated  interest  rate index.  Fixed rate
securities  pay a fixed rate of interest and are more  sensitive to  fluctuating
interest  rates.  In periods of rising  interest rates the value of a fixed rate
security   is  likely  to  fall.   Fixed   rate   securities   with   short-term
characteristics  are not  subject  to the same  price  volatility  as fixed rate
securities  without  such  characteristics.  Therefore,  they  behave  more like
floating rate securities with respect to price volatility.

   VARIABLE RATE DEMAND NOTES

   Variable rate demand notes are long-term  corporate debt  instruments that to
   seven  days,  and the party may  demand  full or partial  payment.  Revolving
   credit  facilities are borrowing  arrangements  in which the lender agrees to
   make loans up to a maximum  amount upon demand by the borrower  have variable
   or floating  interest rates and provide the Fund with the right to tender the
   security for repurchase at its stated principal amount plus accrued interest.
   Such  securities  typically bear interest at a rate that is intended to cause
   the securities to trade at par. The interest rate may float or be adjusted at
   regular intervals (ranging from daily to annually),  and is normally based on
   a published  interest rate or interest rate index.  Many variable rate demand
   notes  allow the Fund to demand the  repurchase  of the  security on not more
   than seven days' prior notice. Other notes only permit the Fund to tender the
   security  at the time of each  interest  rate  adjustment  or at other  fixed
   intervals. See "Demand Features."

   CREDIT FACILITIES

   Demand  notes  are  borrowing  arrangements  between  a  corporation  and  an
   institutional  lender (such as the Fund) payable upon demand by either party.
   The notice  period for demand  typically  ranges  from one during a specified
   term.  As the borrower  repays the loan, an amount equal to the repayment may
   be  borrowed  again  during  the term of the  facility.  The  Fund  generally
   acquires a participation  interest in a revolving credit facility from a bank
   or other financial  institution.  The terms of the participation  require the
   Fund to make a pro rata  share of all  loans  extended  to the  borrower  and
   entitles the Fund to a pro rata share of all payments  made by the  borrower.
   Demand  notes and  revolving  facilities  usually  provide  for  floating  or
   variable rates of interest.

ASSET-BACKED SECURITIES

Asset-backed  securities  are created by the  grouping of certain  governmental,
government  related and private loans,  receivables and other lender assets into
pools. Interests in these pools are sold as individual securities. Payments from
the  asset  pools  may be  divided  into  several  different  tranches  of  debt
securities,  with some  tranches  entitled to receive  regular  installments  of
principal and interest,  other tranches entitled to receive regular installments
of interest,  with  principal  payable at maturity or upon specified call dates,
and other  tranches only  entitled to receive  payments of principal and accrued
interest  at  maturity  or upon  specified  call  dates.  Different  tranches of
securities will bear different interest rates, which may be fixed or floating.

Because the loans held in the asset pool often may be prepaid without penalty or
premium,  asset-backed  securities  are generally  subject to higher  prepayment
risks than most other types of debt  instruments.  Prepayment  risks on mortgage
securities tend to increase during periods of declining mortgage interest rates,
because many borrowers  refinance  their mortgages to take advantage of the more
favorable  rates.  Depending  upon  market  conditions,  the yield that the Fund
receives from the reinvestment of such prepayments,  or any scheduled  principal
payments,  may be lower than the yield on the original mortgage  security.  As a
consequence,  mortgage  securities may be a less effective means of "locking in"
interest  rates  than other  types of debt  securities  having  the same  stated
maturity and may also have less potential for capital appreciation.  For certain
types of asset pools, such as collateralized  mortgage obligations,  prepayments
may be allocated to one tranche of securities ahead of other tranches,  in order
to reduce the risk of prepayment for the other tranches.

Prepayments  may  result in a capital  loss to the Fund to the  extent  that the
prepaid mortgage securities were purchased at a market premium over their stated
amount.  Conversely, the prepayment of mortgage securities purchased at a market
discount from their stated  principal  amount will accelerate the recognition of
interest  income by the  Fund,  which  would be taxed as  ordinary  income  when
distributed to the shareholders.

The credit characteristics of asset-backed securities also differ in a number of
respects from those of traditional debt  securities.  The credit quality of most
asset-backed  securities depends primarily upon the credit quality of the assets
underlying  such  securities,  how well the entity  issuing  the  securities  is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities,  and  the  amount  and  quality  of any  credit  enhancement  to  such
securities.    
   MORTGAGE-RELATED ASSET-BACKED SECURITIES

   The Fund may also invest in various mortgage-related asset-backed securities.
   These types of investments may include  adjustable  rate mortgage  securities
   ("ARMS"),  collateralized mortgage obligations ("CMOs"), real estate mortgage
   investment  conduits  ("REMICs"),  or other securities  collateralized  by or
   representing an interest in real estate  mortgages  (collectively,  "mortgage
   securities").  Mortgage  securities are: (i) issued or guaranteed by the U.S.
   government  or  one  of  its  agencies  or  instrumentalities,  such  as  the
   Government  National  Mortgage  Association  ("GNMA"),  the Federal  National
   Mortgage  Association ("FNMA") and the Federal Home Loan Mortgage Corporation
   ("FHLMC"); (ii) those issued by private issuers that represent an interest in
   or are collateralized by  mortgage-backed  securities issued or guaranteed by
   the U.S. government or one of its agencies or instrumentalities;  (iii) those
   issued by private issuers that represent an interest in or are collateralized
   by whole loans or mortgage-backed  securities without a government  guarantee
   but  usually  having  some  form of  private  credit  enhancement;  and  (iv)
   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 of 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.
   
   ADJUSTABLE RATE MORTGAGE SECURITIES

   ARMS  are  pass-through   mortgage  securities   representing   interests  in
   adjustable rather than fixed interest rate mortgages.  Typically, the ARMS in
   which  the Fund may  invest  are  issued  by GNMA,  FNMA,  and  FHLMC and are
   actively  traded.  ARMS  may be  collateralized  by whole  loans  or  private
   pass-through  securities.  The underlying  mortgages which collateralize ARMS
   issued by GNMA are fully guaranteed by the Federal Housing  Administration or
   Veterans Administration,  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/or  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
   fixed-income securities.

   Like other fixed-income  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  are debt  obligations  collateralized  by  mortgage  loans or  mortgage
   pass-through securities.  Typically, CMOs are collateralized by GNMA, FNMA or
   FHLMC  Certificates,  but may be  collateralized  by whole  loans or  private
   pass-through securities.

   The CMOs in which the Fund may invest may be: (a)  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;  (b)
   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 (c)  collateralized  by pools of  mortgages
   without a government  guarantee as to payment of principal and interest,  but
   which have some form of credit enhancement.
   
   REAL ESTATE MORTGAGE INVESTMENT CONDUITS
    
   REMICs in which the Fund may  invest are  offerings  of  multiple  class real
   estate  mortgage-backed  securities which qualify and elect treatment as such
   under provisions of the Internal Revenue Code, as amended.  Issuers of REMICs
   may  take  several  forms,  such  as  trusts,   partnerships,   corporations,
   associations,  or segregated pools 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 of
   interest,  and a single class of "residual interests." To qualify as a REMIC,
   substantially  all the assets of the  entity  must be in assets  directly  or
   indirectly secured principally by real property.

   RESETS OF INTEREST

   The interest  rates paid on some of the ARMS,  CMOs,  and REMICs in which the
   Fund may invest will be  readjusted  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
   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 have somewhat less volatile interest rates.
   
   To the  extent  that the  adjusted  interest  rate on the  mortgage  security
   reflects  current  market  rates,  the  market  value of an  adjustable  rate
   mortgage  security  will tend to be less  sensitive to interest  rate changes
   than a fixed rate debt  security of the same  stated  maturity.  Hence,  ARMS
   which use indices that lag changes in market rates should experience  greater
   price  volatility than ARMS that closely mirror the market.  Certain residual
   interest  tranches of CMOs may have  adjustable  interest  rates that deviate
   significantly  from prevailing  market rates, even after the interest rate is
   reset, and are subject to correspondingly  increased price volatility. In the
   event that the Fund purchases such residual interest mortgage securities,  it
   will factor in the increased interest and price volatility of such securities
   when determining its dollar-weighted average portfolio maturity and duration.
    
   CAPS AND FLOORS

   The underlying  mortgages which  collateralize  the ARMS, CMOs, and REMICs in
   which the Fund may invest 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.  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.

   NON-MORTGAGE RELATED ASSET-BACKED SECURITIES
   
   The  Fund  may  invest  in  non-mortgage  related  asset-backed   securities,
   including interests in pools of receivables, such as credit card and accounts
   receivable and motor vehicle and other installment  purchase  obligations and
   leases.  These  securities may be in the form of pass-through  instruments or
   asset-backed obligations. The securities are structured similarly to CMOs and
   mortgage  pass-through  securities,  which are described  above.  Also, these
   securities  may be issued  either by  non-governmental  entities and carry no
   direct or  indirect  governmental  guarantees,  or by  governmental  entities
   (i.e.,   Small  Business   Administration)   and  carry  varying  degrees  of
   governmental support.
    
   Non-mortgage related asset-backed securities have structural  characteristics
   similar  to  mortgage-related  asset-backed  securities  but have  underlying
   assets that are not mortgage loans or interests in mortgage  loans.  The Fund
   may invest in non-mortgage related asset-backed securities including, but not
   limited  to,  interests  in  pools  of  receivables,  such as  motor  vehicle
   installment   purchase   obligations  and  credit  card  receivables.   These
   securities may be in the form of  pass-through  instruments  or  asset-backed
   bonds.  The securities are issued by  non-governmental  entities and carry no
   direct or indirect government guarantee.

   Mortgage-backed and asset-backed  securities generally pay back principal and
   interest  over the life of the security.  At the time the Fund  reinvests the
   payments and any unscheduled  prepayments of principal received, the Fund may
   receive a rate of interest  which is actually lower than the rate of interest
   paid on these securities ("prepayment risks").  Although non-mortgage related
   asset-backed  securities generally are less likely to experience  substantial
   prepayments than are mortgage-related asset-backed securities, certain of the
   factors that affect the rate of prepayments on mortgage-related  asset-backed
   securities  also  affect  the rate of  prepayments  on  non-mortgage  related
   asset-backed securities.

   Non-mortgage related  asset-backed  securities present certain risks that are
   not presented by mortgage-related  asset-backed securities.  Primarily, these
   securities  do not have the  benefit  of the same  security  interest  in the
   related  collateral.  Credit card receivables are generally unsecured and the
   debtors  are  entitled  to the  protection  of a number of state and  federal
   consumer  credit  laws,  many of which give such debtors the right to set off
   certain amounts owed on the credit cards,  thereby  reducing the balance due.
   Most issuers of asset-backed  securities backed by motor vehicle  installment
   purchase  obligations  permit the servicer of such  receivables to retain the
   possession  of the  underlying  obligations.  If  the  servicer  sells  these
   obligations  to  another  party,  there is a risk  that the  purchaser  would
   acquire  an  interest  superior  to  that  of  the  holders  of  the  related
   asset-backed securities. Further, if a vehicle is registered in one state and
   is then  reregistered  because the owner and obligor moves to another  state,
   such registration  could defeat the original security interest in the vehicle
   in  certain  cases.  In  addition,  because of the large  number of  vehicles
   involved in a typical issuance and technical  requirements  under state laws,
   the trustee for the holders of asset-backed  securities  backed by automobile
   receivables may not have a proper security interest in all of the obligations
   backing such receivables. Therefore, there is the possibility that recoveries
   on  repossessed  collateral  may not, in some cases,  be available to support
   payments on these securities.

BANK INSTRUMENTS

The Fund only invests in bank instruments either issued by an institution having
capital,  surplus and  undivided  profits over $100 million or insured by BIF or
SAIF. Bank instruments may include Eurodollar  Certificates of Deposit ("ECDs"),
Yankee Certificates of Deposit ("Yankee CDs"), and
Eurodollar Time Deposits ("ETDs").

FOREIGN SECURITIES
   
ECDs,  ETDs,  Yankee CDs,  CCP,  Eurobonds and Europaper are subject to somewhat
different risks than domestic obligations of domestic issuers. Examples of these
risks  include  international,  economic  and  political  developments,  foreign
governmental  restrictions that may adversely affect the payment of principal or
interest,  foreign withholdings or other taxes on interest income,  difficulties
in obtaining or enforcing a judgment  against the issuing bank, and the possible
impact of  interruptions  of the flow of  international  currency  transactions.
Different risks may also exist for ECDs,  ETDs, and Yankee CDs because the banks
issuing  these  instruments,  or their  domestic  or foreign  branches,  are not
necessarily  subject to the same regulatory  requirements that apply to domestic
banks,  such as  reserve  requirements,  loan  requirements,  loan  limitations,
examinations,   accounting,   auditing,   and  record  keeping  and  the  public
availability of information.  These factors will be carefully  considered by the
Fund's adviser in selecting  investments for the Fund.      INTEREST RATE SWAPS,
CAPS AND FLOORS     The Fund may enter into interest rate swaps and may purchase
or sell (i.e., write) interest rate caps and floors. Interest rate swaps involve
the exchange by the Fund with another party of their  respective  commitments to
pay or receive  interest  (e.g.,  an  exchange  of floating  rate  payments  for
fixed-rate  payments) on a notional principal amount. The principal amount of an
interest  rate  swap  is  notional  in  that  it only  provides  the  basis  for
determining the amount of interest  payments under the swap agreement,  and does
not  represent  an actual  loan.  For  example,  a $10 million  LIBOR swap would
require one party to pay the  equivalent  of the  LIBORon $10 million  principal
amount in exchange  for the right to receive the  equivalent  of a fixed rate of
interest  on $10  million  principal  amount.  Neither  party to the swap  would
actually advance $10 million to the other.      The purchase of an interest rate
cap  entitles  the  purchaser,  to the extent that a specified  index  exceeds a
predetermined  interest  rate,  to  receive  payments  of the  amount  of excess
interest on a notional principal amount from the party selling the interest rate
cap.  The purchase of an interest  rate floor  entitles  the  purchaser,  to the
extent that a specified  index falls below a  predetermined  interest  rate,  to
receive payments of the amount of the interest shortfall on a notional principal
amount from the party selling the interest rate floor.

The Fund expects to enter into  interest  rate  transactions  primarily to hedge
against changes in the price of other  portfolio  securities.  For example,  the
Fund may hedge  against  changes  in the  market  value of a fixed  rate note by
entering  into a  concurrent  swap that  requires  the Fund to pay the same or a
lower  fixed  rate of  interest  on a  notional  principal  amount  equal to the
principal  amount of the note in exchange for a variable rate of interest  based
on a market  index.  Interest  accrued  on the  hedged  note would then equal or
exceed the Fund's  obligations under the swap, while changes in the market value
of the swap would  largely  offset any changes in the market  value of the note.
The Fund may also enter into swaps and caps to  preserve  or enhance a return or
spread  on a  portfolio  security.  The  Fund  does  not  intend  to  use  these
transactions in a speculative manner.
   
The Fund will usually enter into  interest rate swaps on a net basis (i.e.,  the
two payment streams are netted out),  with the Fund receiving or paying,  as the
case may be,  only the net  amount of the two  payments.  The net  amount of the
excess, if any, of the Fund's  obligations over its entitlements with respect to
each  interest  rate swap will be  accrued on a daily  basis,  and the Fund will
segregate  liquid  assets  in an  aggregate  NAV at least  equal to the  accrued
excess,  if any, on each  business day. If the Fund enters into an interest rate
swap on other than a net basis,  the Fund will  segregate  liquid  assets in the
full amount accrued on a daily basis of the Fund's  obligations  with respect to
the swap.  If there is a default by the other party to such a  transaction,  the
Fund will have contractual  remedies  pursuant to the agreements  related to the
transaction.

The swap market has grown  substantially  in recent years with a large number of
banks  and  investment  banking  firms  acting  both as  principals  and  agents
utilizing  standardized swap  documentation.  The Fund's investment  adviser has
determined that, as a result, the swap market has become relatively liquid. Caps
and floors are more recent innovations for which standardized  documentation has
not yet been developed and, accordingly, they are less liquid than swaps. To the
extent  interest rate swaps,  caps or floors are  determined  by the  investment
adviser  to be  illiquid,  they will be  included  in the Fund's  limitation  on
investments  in  illiquid  securities.  To the  extent  the Fund  sells caps and
floors,  it will  maintain in a segregated  account cash and/or U.S.  government
securities having an aggregate NAV at least equal to the full amount, accrued on
a daily  basis,  of the Fund's  obligations  with respect to the caps or floors.
     The use of  interest  rate  swaps is a highly  specialized  activity  which
involves  investment  techniques and risks different from those  associated with
ordinary portfolio securities transactions.  If the Fund's investment adviser is
incorrect in its forecasts of market values, interest rates and other applicable
factors,  the investment  performance  of the Fund would diminish  compared with
what it  would  have  been if these  investment  techniques  were not  utilized.
Moreover,  even if the Fund's  investment  adviser is correct in its  forecasts,
there is a risk that the swap position may correlate  imperfectly with the price
of the portfolio  security being hedged.      There is no limit on the amount of
interest  rate swap  transactions  that may be entered  into by the Fund.  These
transactions  do not involve  the  delivery of  securities  or other  underlying
assets or principal.  Accordingly, the risk of loss with respect to a default on
an interest  rate swap is limited to the NAV of the swap  together  with the net
amount of interest  payments owed to the Fund by the defaulting party. A default
on a portfolio  security  hedged by an interest  rate swap would also expose the
Fund to the risk of  having  to cover  its net  obligations  under the swap with
income from other portfolio securities.  The Fund may purchase and sell caps and
floors  without  limitation,  subject  to  the  segregated  account  requirement
described above.      CREDIT ENHANCEMENT

Certain of the Fund's acceptable  investments may have been credit enhanced by a
guaranty, letter of credit or insurance. The Fund typically evaluates the credit
quality  and  ratings of credit  enhanced  securities  based upon the  financial
condition and ratings of the party providing the credit enhancement (the "credit
enhancer"),  rather than the issuer.  Generally,  the Fund will not treat credit
enhanced   securities  as  having  been  issued  by  the  credit   enhancer  for
diversification  purposes.   However,  under  certain  circumstances  applicable
regulations  may require the Fund to treat the  securities as having been issued
by both the issuer and the credit  enhancer.  The  bankruptcy,  receivership  or
default  of  the  credit   enhancer  will  adversely   affect  the  quality  and
marketability of the underlying security.

DEMAND FEATURES

The Fund may acquire securities that are subject to puts and standby commitments
("demand  features")  to  purchase  the  securities  at their  principal  amount
(usually with accrued  interest) within a fixed period following a demand by the
Fund.  The  demand  feature  may be  issued  by  the  issuer  of the  underlying
securities, a dealer in the securities or by another third party, and may not be
transferred  separately  from  the  underlying  security.  The Fund  uses  these
arrangements  to provide  the Fund with  liquidity  and not to  protect  against
changes  in the  market  value of the  underlying  securities.  The  bankruptcy,
receivership or default by the issuer of the demand feature, or a default on the
underlying security or other event that terminates the demand feature before its
exercise, will adversely affect the liquidity of the underlying security. Demand
features that are  exercisable  even after a payment  default on the  underlying
security are treated as a form of credit enhancement.

DERIVATIVE CONTRACTS AND SECURITIES

The term  "derivative"  has  traditionally  been  applied to  certain  contracts
(including  futures,  forward,  option and swap  contracts)  that "derive" their
value from changes in the value of an underlying security,  currency,  commodity
or  index.   Certain  types  of  securities  that  incorporate  the  performance
characteristics  of these contracts are also referred to as  "derivatives."  The
term has also been  applied  to  securities  "derived"  from the cash flows from
underlying securities, mortgages or other obligations.

Derivative  contracts  and  securities  can be used to  reduce or  increase  the
volatility of an investment portfolio's total performance. While the response of
certain  derivative  contracts and  securities to market changes may differ from
traditional   investments,   such  as  stocks  and  bonds,  derivatives  do  not
necessarily present greater market risks than traditional investments.  The Fund
will only use derivative  contracts for the purposes disclosed in the applicable
prospectus  sections  above.  To the extent that the Fund invests in  securities
that could be characterized as derivatives,  such as asset-backed securities and
mortgage-backed  securities,  including  CMOs,  it will  only do so in a  manner
consistent with its investment objectives, policies and limitations.

REPURCHASE AGREEMENTS

Certain of the securities in which the Fund invests may be purchased pursuant to
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.  The Fund or its
custodian  will  take  possession  of  the  securities   subject  to  repurchase
agreements and these  securities  will be marked to market daily.  To the extent
that the original  seller does not repurchase the securities  from the Fund, the
Fund  could  receive  less  than  the  repurchase  price  on any  sale  of  such
securities.  In the event that such a defaulting  seller filed for bankruptcy or
became  insolvent,  disposition of such  securities by the Fund might be delayed
pending  court  action.  The Fund  believes  that under the  regular  procedures
normally in effect for  custody of the Fund's  portfolio  securities  subject to
repurchase agreements,  a court of competent jurisdiction would rule in favor of
the Fund and allow  retention or disposition of such  securities.  The Fund will
only enter into repurchase  agreements with banks 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 Trustees.

RESTRICTED AND ILLIQUID SECURITIES

The Fund may invest in  restricted  securities.  Restricted  securities  are any
securities in which the Fund may  otherwise  invest  pursuant to its  investment
objective and  policies,  but which are subject to  restriction  on resale under
federal securities law. The Fund will limit investments in illiquid  securities,
including  certain  restricted  securities  not determined by the Trustees to be
liquid,  non-negotiable  time deposits,  certain  interest rate swaps,  caps and
floors  determined  by  the  Fund's  investment  adviser  to  be  illiquid,  and
repurchase  agreements  providing  for  settlement in more than seven days after
notice, to 15% of the value of its net assets.

The Fund may invest in commercial paper issued in reliance on the exemption from
registration  afforded by Section 4(2) of the  Securities  Act of 1933.  Section
4(2) commercial paper is restricted as to disposition  under federal  securities
law and is generally  sold to  institutional  investors,  such as the Fund,  who
agree that they are purchasing the paper for investment  purposes and not with a
view to public  distribution.  Any resale by the purchaser  must be in an exempt
transaction.   Section  4(2)  commercial  paper  is  normally  resold  to  other
institutional  investors  like the Fund  through or with the  assistance  of the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus providing  liquidity.  The Fund believes that Section 4(2) commercial paper
and possibly  certain other  restricted  securities  which meet the criteria for
liquidity  established  by the  Trustees  are quite  liquid.  The Fund  intends,
therefore,  to treat the  restricted  securities  which  meet the  criteria  for
liquidity established by the Trustees,  including Section 4(2) commercial paper,
as determined by the Fund's investment adviser, as liquid and not subject to the
investment  limitation applicable to illiquid securities.  In addition,  because
Section 4(2)  commercial  paper is liquid,  the Fund intends to not subject such
paper to the limitation applicable to restricted 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,  or both, 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  Trustees.  In  these  loan
arrangements,  the  Fund  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.

   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.
    
   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.

SPECIAL CONSIDERATIONS

In the debt market, prices move inversely to interest rates. A decline in market
interest  rates  results  in a rise in the  market  prices of  outstanding  debt
obligations.  Conversely,  an increase  in market  interest  rates  results in a
decline in market prices of outstanding  debt  obligations.  In either case, the
amount of change in market prices of debt  obligations in response to changes in
market interest rates generally depends on the maturity of the debt obligations:
the debt  obligations  with the longest  maturities will experience the greatest
market price changes.      The market value of debt  obligations,  and therefore
the Fund's NAV, will  fluctuate due to changes in economic  conditions and other
market factors such as interest rates which are beyond the control of the Fund's
investment  adviser.  The Fund's  investment  adviser  could be incorrect in its
expectations  about the  direction or extent of these market  factors.  Although
debt obligations with longer maturities offer potentially greater returns,  they
have greater exposure to market price fluctuation.  Consequently,  to the extent
the Fund is significantly  invested in debt obligations with longer  maturities,
there is a greater  possibility  of fluctuation in the Fund's NAV.      WEIGHTED
AVERAGE PORTFOLIO DURATION

Duration is a commonly used measure of the potential  volatility of the price of
a  debt  security,  or  the  aggregate  market  value  of a  portfolio  of  debt
securities,  prior to maturity. Duration measures the magnitude of the change in
the price of a debt  security  relative to a given  change in the market rate of
interest.  The duration of a debt security depends upon three primary variables:
the security's  coupon rate,  maturity  date,  and the level of market  interest
rates for similar debt securities. Generally, debt securities with lower coupons
or longer  maturities  will have a longer  duration than  securities with higher
coupons or shorter  maturities.  For purposes of calculating its dollar-weighted
average  portfolio  duration,  the Fund will treat  variable and  floating  rate
instruments  as  having  a  remaining  duration  commensurate  with  the  period
remaining until the next scheduled adjustment to the instrument's interest rate.

INVESTMENT LIMITATIONS

The Fund will not:

* borrow  money  directly or through  reverse  repurchase  agreements  or pledge
  securities  except,  under  certain  circumstances,  the Fund may borrow up to
  one-third  of the value of its total  assets and pledge up to 15% of the value
  of its total assets to secure such borrowings;

* with  respect to 75% of its  assets,  invest  more than 5% of the value of its
  total assets in securities of one issuer (except U.S. government obligations),
  or purchase  more than 10% of the  outstanding  voting  securities  of any one
  issuer.

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 the value of its net assets in  illiquid  securities,
  including repurchase  agreements providing for settlement more than seven days
  after notice,  non-negotiable time deposits, certain interest rate swaps, caps
  and floors  determined by the investment  adviser to be illiquid,  and certain
  restricted securities not determined by the Trustees to be liquid.

FEDERATED INCOME SECURITIES 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 Fund's Adviser receives an annual investment  advisory fee equal to 0.50%
   of the  Fund's  average  daily  net  assets.  Under the  investment  advisory
   contract,  the  Adviser  may  voluntarily  reimburse  some  of the  operating
   expenses of the Fund. The Adviser can terminate this voluntary  reimbursement
   of expenses at any time in its sole discretion.
    
   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,  who is 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 $110 billion invested across more than 300
   funds under  management  and/or  administration  by its  subsidiaries,  as of
   December 31,  1996,  Federated  Investors  is one of the largest  mutual fund
   investment  managers in the United  States.  With more than 2,000  employees,
   Federated  continues to be led by the  management  who founded the company in
   1955.  Federated  funds are presently at work in and through 4,500  financial
   institutions nationwide.
    
   Joseph M. Balestrino has been the Fund's portfolio manager since January
   1994. Mr. Balestrino joined Federated Investors in 1986 and has been a Vice
   President of the Fund's investment adviser since 1995. Mr. Balestrino served
   as an Assistant Vice President of the investment adviser from 1991 to 1995.
   Mr. Balestrino is a Chartered Financial Analyst and received his Master's
   Degree in Urban and Regional Planning from the University of Pittsburgh.
   
   John T. Gentry will be a portfolio manager of the Fund effective August
   1997. Mr. Gentry joined Federated Investors in 1995 as an Investment Analyst
   and has been an Assistant Vice President of the Fund's adviser since April
   1997. Mr. Gentry served as a Senior Treasury Analyst at Sun Company, Inc.
   from 1991 to 1995. Mr. Gentry earned his M.B.A., with concentrations in
   Finance and Accounting, from Cornell University.
    
   Susan M. Nason has been the Fund's portfolio manager since the Fund's
   inception in December 1993. Ms. Nason joined Federated Investors in 1987 and
   has been a Vice President of the Fund's investment adviser since January,
   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.S. in Industrial Administration from Carnegie Mellon
   University.

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 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 Rule  12b-1  under the
Investment Company Act of 1940, (the "Plan"),  the distributor may be paid a fee
by the Fund in an amount,  computed  at an annual  rate of 0.25% of the  average
daily NAV of Shares.  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  Plan  is a
compensation-type  plan. As such, the Fund makes no payments to the  distributor
expect 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
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 0.25% of the average
daily NAV of Shares to obtain certain personal  services for shareholders and to
maintain shareholder accounts.  From time to time and for such periods as deemed
appropriate,  the  amount  stated  above may be reduced  voluntarily.  Under the
Shareholder  Services  Agreement  Federated  Shareholder  Services  will  either
perform shareholder  services directly or will select financial  institutions to
perform  shareholder  services.  Financial  institutions will receive fees based
upon Shares owned by their clients or customers.  The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Trust and Federated Shareholder  Services.       SUPPLEMENTAL PAYMENTS TO
FINANCIAL  INSTITUTIONS       In  addition  to  payments  made  pursuant  to the
Shareholder  Services  Agreement,   Federated  Securities  Corp.  and  Federated
Shareholder  Services,  from their own assets,  may pay  financial  institutions
supplemental   fees  for  the   performance  of  substantial   sales   services,
distribution-related  support services, or shareholder services. The support may
include sponsoring sales, educational and training seminars for their employees,
providing  sales  literature and  engineering  computer  software  programs that
emphasize the attributes of the Fund.  Such  assistance  will be predicated upon
the amount of Shares the financial  institution  sells or may sell,  and/or upon
the type and nature of sales or marketing  support  furnished  by the  financial
institution.  Any payments  made by the  distributor  may be  reimbursed  by the
Fund's Adviser or its affiliates.      ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES

Federated  Services  Company,  a  subsidiary  of Federated  Investors,  provides
administrative  personnel  and services  (including  certain legal and financial
reporting  services)  necessary to operate the Fund.  Federated Services Company
provides  these at an annual rate which relates to the average  aggregate  daily
net  assets of all  funds  advised  by  affiliates  of  Federated  Investors  as
specified below:

<TABLE>
<CAPTION>
     MAXIMUM                     AVERAGE AGGREGATE
 ADMINISTRATIVE FEE                DAILY NET ASSETS
<C>                   <S>
     0.15%                     on the first $250 million
     0.125%                    on the next $250 million
     0.10%                     on the next $250 million
     0.075%               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 Services Company may choose voluntarily to waive a portion of its fee.

NET ASSET VALUE
   
The Fund's NAV per Share fluctuates. The NAV 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.
    
INVESTING IN INSTITUTIONAL SERVICE SHARES

SHARE PURCHASES

Shares  are  sold on days on  which  the New  York  Stock  Exchange  is open for
business. Shares may be purchased either by wire or by 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 Shareholder Services Company, c/o State Street Bank
and Trust Company, Boston,  Massachusetts;  Attention:  EDGEWIRE; For Credit to:
Federated  Intermediate Income  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  by wire  on  holidays  when  wire  transfers  are
restricted.  Questions on wire purchases  should be directed to your shareholder
services   representative  at  the  telephone  number  listed  on  your  account
statement.

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

The  minimum  initial  investment  in  Shares  is  $25,000  plus  any  financial
intermediary's  fee. 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 financial  intermediary
may be subject to a smaller minimum investment.

WHAT SHARES COST
   
Shares are sold at their NAV next determined  after an order is received.  There
is no sales charge imposed by the Fund.  Investors who purchase Shares through a
financial   intermediary  may  be  charged  a  service  fee  by  that  financial
intermediary.

The NAV 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 NAV might be materially affected;  (ii) days during which no
Shares  are  tendered  for  redemption  and no orders  to  purchase  Shares  are
received;  and (iii) the following holidays:  New Year's Day, Martin Luther King
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
    
EXCHANGING SECURITIES FOR FUND SHARES

The Fund may accept securities in exchange for Fund Shares.  The Fund will allow
such exchanges only upon the prior approval of the Fund and a  determination  by
the Fund and the Adviser that the securities to be exchanged are acceptable.    
Any securities  exchanged must meet the investment objective and policies of the
Fund and must have a readily ascertainable market value. The market value of any
securities  exchanged in an initial investment,  plus any cash, must be at least
equal to the minimum  investment  in the Fund.  The Fund  acquires the exchanged
securities for investment and not for resale.

Securities  accepted  by the Fund will be valued in the same  manner as the Fund
values its  assets.  The basis of the  exchange  will  depend on the NAV of Fund
Shares  on the day the  securities  are  valued.  One  Share of the Fund will be
issued for the 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.

If an exchange is permitted, it will be treated as a sale for federal income tax
purposes.  Depending  upon the cost basis of the  securities  exchanged for Fund
Shares, a gain or loss may be realized by the investor.

EXCHANGE PRIVILEGE
   
Shares  in  certain  Federated  funds  which  are  advised  by  subsidiaries  or
affiliates of Federated Investors may be exchanged for Shares of the Fund at NAV
(plus a sales  charge,  if  applicable.  The  exchange is subject to any minimum
initial or subsequent  investment  amounts of the fund being acquired.  Prior to
any exchange,  the shareholder must receive a copy of the current  prospectus of
the  fund  or  class  thereof  into  which  an  exchange  is to be  effected.  A
shareholder may obtain further  information on the exchange privilege by calling
Federated  Securities Corp. or the  shareholder's  financial  institution.      
CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Shareholder 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  NAV. 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 12 months.

REDEEMING INSTITUTIONAL SERVICE SHARES
   
The Fund redeems Shares at their NAV next determined after the Fund receives the
redemption request.  Redemptions will be made on days on which the Fund computes
its NAV.  Redemption requests must be received in proper form and can be made by
telephone  request or by written request.  Investors who redeem Shares through a
financial   intermediary  may  be  charged  a  service  fee  by  that  financial
intermediary.      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 more than seven days, 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 is necessary to terminate or modify this method of
redemption,  shareholders would be promptly  notified.  Proceeds from redemption
requests  received on holidays when wire transfers are restricted  will be wired
the following business day.  Questions about telephone  redemptions on days when
wire transfers are restricted  should be directed to your  shareholder  services
representative at the telephone number listed on your account statement.

An  authorization  form  permitting the Fund to accept  telephone  requests must
first be  completed.  Authorization  forms and  information  on this service are
available from Federated Securities Corp. Telephone redemption  instructions may
be recorded.  If reasonable  procedures  are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone  instructions.  In
the event of drastic  economic or market  changes,  a shareholder may experience
difficulty  in  redeeming by  telephone.  If such a case should  occur,  another
method of redemption, such as "Redeeming Shares by Mail," should be considered.

REDEEMING SHARES BY MAIL

Shares may be redeemed in any amount by mailing a written request to:  Federated
Shareholder  Services Company,  P.O. Box 8600,  Boston, MA 02266-8600.  If share
certificates  have been issued,  they should be sent unendorsed with the written
request by registered or certified mail to the address noted above.

The written request should state: the Fund name and Share class designation; the
account name as registered with the Fund; the account number;  and the number of
Shares to be redeemed or the dollar amount requested.  All owners of the account
must sign the request  exactly as the Shares are registered.  Normally,  a check
for the proceeds is mailed  within one  business  day, but in no event more than
seven days, after the receipt of a proper written redemption request.  Dividends
are paid up to and including the day that a redemption request is processed.    
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 their signatures  guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an  organization  which is  administered  by the  FDIC;  a  member  firm of a
domestic stock  exchange;  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.       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 NAV.      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  of the Trust 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 Trustees or by shareholders at a special  meeting.  A
special meeting of shareholders 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.

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  realized 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  received.  This applies whether dividends
and distributions are received in cash or as additional  Shares.  Information on
the tax status of dividends and distributions is provided annually.

There are tax uncertainties  with respect to whether  increasing rate securities
will be treated as having an original issue  discount.  If it is determined that
the increasing rate  securities  have original issue discount,  a holder will be
required to include as income in each taxable year, in addition to interest paid
on the security for that year, an amount equal to the sum of the daily  portions
of original issue discount for each day during the taxable year that such holder
holds the security.  There may also be tax uncertainties with respect to whether
an extension of maturity on an increasing rate note will be treated as a taxable
exchange.  In the event it is  determined  that an  extension  of  maturity is a
taxable exchange,  a holder will recognize a taxable gain or loss, which will be
a short-term  capital gain or loss if he holds the security as a capital  asset,
to the extent that the value of the security with an extended  maturity  differs
from the adjusted basis of the security deemed exchanged therefor.

STATE AND LOCAL TAXES
   
In the opinion of Houston,  Donnelly and Meck, counsel to the Trust, Fund Shares
may be subject to personal  property taxes imposed by counties,  municipalities,
and school districts in Pennsylvania to the extent that the portfolio securities
in the Fund 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 laws.

PERFORMANCE INFORMATION
   
From time to time, the Fund advertises its total return and yield for Shares.

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

The yield of Shares is  calculated  by dividing  the net  investment  income per
Share (as defined by the SEC) earned by Shares over a  thirty-day  period by the
maximum  offering price per Share of Shares on the last day of the period.  This
number is then  annualized  using  semi-annual  compounding.  The yield does not
necessarily  reflect income  actually earned by Shares and,  therefore,  may not
correlate to the dividends or other distributions paid to shareholders.

The Shares are sold  without  any sales  charge or other  similar  non-recurring
charges other than a Rule 12b-1 fee.

Total  return  and  yield  will  be   calculated   separately   for  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 to banks and other  institutions that hold assets
as principals or in a fiduciary  capacity for  individuals,  trusts,  estates or
partnerships  and are  subject  to a  minimum  initial  investment  of  $25,000.
Institutional  Shares are sold at NAV and are  distributed  without a Rule 12b-1
Plan.

Shares and  Institutional  Shares are  subject to certain of the same  expenses.
Expense differences, however, 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 1-800-341-7400 or contact their financial institution.
    
FEDERATED INTERMEDIATE
INCOME FUND

Institutional Service Shares

Federated Investors Tower
Pittsburgh, PA 15222-3779

DISTRIBUTOR

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

INVESTMENT ADVISER

Federated Management
Federated Investors Tower
Pittsburgh, PA 15222-3779

CUSTODIAN

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

TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT

Federated Shareholder
Services Company
P.O. Box 8600
Boston, MA 02266-8600

INDEPENDENT AUDITORS

Ernst & Young LLP
One Oxford Centre
Pittsburgh, PA 15219

[Graphic]

FEDERATED INTERMEDIATE
INCOME FUND
   
(A PORTFOLIO OF FEDERATED INCOME SECURITIES TRUST)

INSTITUTIONAL SERVICE SHARES

PROSPECTUS
JUNE 30, 1997

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

Federated Securities Corp., Distributor

[Graphic]

Cusip 31420C506
3090804A-SS (6/97)
    





                       Federated Intermediate Income Fund
   

    
   

    


                              Institutional Shares
                          Institutional Service Shares
               (A Portfolio of Federated Income Securities Trust)


                       Statement of Additional Information











This Statement of Additional Information should be read with the prospectuses of
Federated Intermediate Income Fund (the "Fund"), a portfolio of Federated Income
Securities  Trust (the  "Trust")  dated June 30, 1997.  This  Statement is not a
prospectus.  You may  request  a copy of a  prospectus  or a paper  copy of this
Statement,  if you have  received it  electronically,  free of charge by calling
1-800-341-7400.

Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
                                                  Statement dated June 30, 1997

Cusip 31420C407
Cusip 31420C506
3090804B (6/97)


<PAGE>


Table of Contents
- -------------------------------------------------------------------------

General Information About the Fund                           4

Investment Objective and Policies                            4
   Collateralized Mortgage Obligations                       4
   

    
   

   Convertible Securities                                    4
   Surplus Notes                                             5
   Trust Preferred or Capital Securities                     5
   Step Up Perpetual Subordinated Securities                 5
    

   Medium Term Notes and Deposit Notes                       5
   Average Life                                              5
   Weighted Average Portfolio Maturity                       5
   Weighted Average Portfolio Duration                       6
   When-Issued and Delayed Delivery Transactions             6
   Foreign Currency Transactions                             6
   Lending of Portfolio Securities                           8
   Restricted and Illiquid Securities                        8
   Repurchase Agreements                                     8
   Portfolio Turnover                                        9
   Reverse Repurchase Agreements                             9
   Investment Limitations                                    9

Federated Income Securities Trust Management                11
   

    

   Fund Ownership                                           15
   Trustee's Compensation                                   16
   Trustee Liability                                        16

Investment Advisory Services                                16
   Adviser to the Fund                                      16

Brokerage Transactions                                      17
   

    


Other Services                                              17
   

   Fund Administration                                      17
    

   Custodian and Portfolio Accountant                       17
   Transfer Agent                                           17
   Independent Auditors                                     17

Purchasing Shares                                           18
   Distribution Plan (Institutional Service
     Shares only) and Shareholder Services                  18

Determining Net Asset Value                                 18
   Determining Value of Securities                          18

Redeeming Shares                                            18
   Redemption in Kind                                       18

Tax Status                                                  19
   The Fund's Tax Status                                    19
   Shareholders' Tax Status                                 19

Total Return                                                19

Yield                                                       20

Performance Comparisons                                     20
   Economic and Market Information                          21

About Federated Investors                                   21
   Mutual Fund Market                                       21
   

   Institutional Clients                                    21
   Bank Marketing                                           21
   Broker/Dealers and Bank Broker/Dealer
     Subsidiaries                                           21
    


Appendix                                                    22



<PAGE>


General Information About the Fund
- ----------------------------------------------------------------------------
   

The  Fund is a  portfolio  of  Federated  Income  Securities  Trust,  which  was
established as a Massachusetts business trust under a Declaration of Trust dated
January 24, 1986.  On December 31, 1991,  the  shareholders  voted to permit the
Trust to offer one or more  separate  series and classes of shares.  On February
26,  1996,  the Board of Trustees  ("Trustees")  approved  changing  the name of
Intermediate  Income Fund to Federated  Intermediate  Income Fund. Shares of the
Fund are offered in two classes:  Institutional Shares and Institutional Service
Shares.  This Statement of Additional  Information  relates to the Institutional
Shares and Institutional  Service Shares (individually and collectively referred
to as the "Shares") of the Fund.

    


Investment Objective and Policies
- --------------------------------------------------------------------------
The Fund's  investment  objective is to provide current  income.  The investment
objective  may  not  be  changed  without  the  prior  approval  of  the  Fund's
shareholders.  The  policies  described  below may be  changed  by the  Trustees
without shareholder approval.  Shareholders will be notified before any material
change in these policies becomes effective.

Collateralized Mortgage Obligations ("CMOs")

The following example illustrates how mortgage cash flows are prioritized in the
case of CMOs.  Most of the CMOs in which the Fund may  invest use the same basic
structure.

(1)  Several  classes  of  securities  are  issued  against  a pool of  mortgage
collateral.  The most common structure contains four tranches of securities: The
first three (A, B, and C bonds) pay  interest at their  stated  rates  beginning
with the issue date;  the final tranche (Z bond)  typically  receives any excess
income from the  underlying  investments  after  payments  are made to the other
tranches  and  receives  no  principal  or interest  payments  until the shorter
maturity tranches have been retired,  but then receives all remaining  principal
and interest payments.

(2) The cash  flows  from the  underlying  mortgages  are  applied  first to pay
interest and then to retire securities.

(3) The tranches of securities are retired sequentially.  All principal payments
are directed  first to the  shortest-maturity  tranche (or A bonds).  When those
securities are completely  retired,  all principal payments are then directed to
the next-shortest-maturity  security tranche (or B bond). This process continues
until all of the tranches have been completely retired.

Because the cash flow is distributed  sequentially  instead of pro rata, as with
pass-through  securities,  the cash  flows  and  average  lives of CMOs are more
predictable,  and there is a period of time during  which the  investors  in the
longer-maturity  classes  receive  no  principal  paydowns.  One or  more of the
tranches  often bear interest at an  adjustable  rate.  The interest  portion of
these payments is distributed by the Fund as income,  and the principal  portion
is reinvested.

   

    
   

Convertible Securities

Convertible  securities  include a spectrum of securities which can be exchanged
for or converted into common stock.  Convertible securities may include, but are
not limited to:  convertible bonds or debentures;  convertible  preferred stock;
units  consisting  of usable  bonds and  warrants;  or  securities  which cap or
otherwise  limit  returns  to the  convertible  security  holder,  such  as DECS
(Dividend Enhanced Convertible Stock, or Debt Exchangeable for Common Stock when
issued  as a debt  security),  LYONS  (Liquid  Yield  Option  Notes,  which  are
corporate  bonds that are  purchased at prices below par with no coupons and are
convertible into stock), PERCS (Preferred Equity Redemption Cumulative Stock (an
equity  issue  that pays a high  cash  dividend,  has a cap price and  mandatory
conversion  to common  stock at  maturity),  and  PRIDES  (Preferred  Redeemable
Increased  Dividend  Securities  (which are  essentially  the same as DECS;  the
difference is little more than who initially underwrites the issue).

DECS, or similar instruments marketed under different names, offer a substantial
dividend  advantage with the  possibility of unlimited  upside  potential if the
price of the underlying  common stock exceeds a certain  level.  DECS convert to
common stock at maturity.  The amount  received is dependent on the price of the
common at the time of  maturity.  DECS  contain  two call  options at  different
strike prices.  The DECS participate with the common up to the first call price.
They are effectively capped at that point unless the common rises above a second
price point, at which time they participate with unlimited upside potential.

Surplus Notes

Surplus  notes,  or surplus  debentures or  certificates  of  contribution,  are
subordinated  debt instruments  issued by mutual and stock insurance  companies.
Mutual  insurance  companies are owned by their  policyholders  and cannot raise
equity  capital  by  issuing  shares  of  common  or  preferred  stock and thus,
generally  issue  surplus  notes to raise  capital.  Stock  insurance  companies
primarily  issue surplus notes in the context of transactions  with  affiliates.
Though  technically  debt,  surplus  notes are  treated  by  insurers  as equity
capital, or "surplus," for regulatory  reporting purposes.  Insurance regulators
maintain  control over the insurer's  ability to repay principal and interest as
it comes due and have the right to approve or disapprove  each payment.  Surplus
notes typically are subordinated to any other debt. Surplus notes are subject to
certain  investment  risks  including  the  financial  stability  of the issuer,
subordination  to all other claims,  and regulatory risk as a result of required
approval of principal and interest  payments from insurance  regulators prior to
making any  payments.  The  financial  stability of the issuer may be subject to
catastrophic  losses or  obligations  to policy holders which may lead to issuer
default.

Trust Preferred or Capital Securities

Trust preferred or capital  securities are junior  subordinated  securities with
generally  a 30-50 year  final  maturity  and a minimum 5 year call  protection.
Dividend  payments  generally  can be  deferred by the issuer for up to 5 years.
These  securities  generally  are  unsecured  and  subordinated  to  all  senior
indebtedness.  Trust  preferred  or capital  securities  are  subject to certain
investment risks. Because these securities are unsecured and subordinated to all
senior securities, principal and interest payments are subject to a greater risk
of issuer default then senior debt securities.

Step Up Perpetual Subordinated Securities

Step up perpetual subordinated  securities ("step ups") generally are structured
as perpetual preferred  securities (with no stated maturity) with a 10-year call
option. If the issue is not called, however, the coupon increases or "steps up,"
generally  150 to 250 basis  points  depending  on the issue and its  country of
jurisdiction.  The step up  interest  rate acts as a punitive  rate which  would
typically  compel  the  issuer  to call the  security.  Thus,  these  securities
generally  are priced as 10-year  securities.  The principal  risks  inherent in
investments in step up notes include  credit,  liquidity,  and financial  risks.
Credit  risk  arises  from the  possibility  that the issuer may  default on its
obligations. Liquidity risk arises in connection with the issuer's need to repay
liabilities as they mature and to raise funds at appropriate  maturities as part
of the issuer's financing, trading, and investment activities. Financial risk is
the risk to which the  issuer's  future  earnings  and  financial  position  are
exposed as a result of potential changes in the issuer's financial condition.

    


Medium Term Notes and Deposit Notes

Medium term notes  ("MTNs")  and Deposit  Notes are  similar to  corporate  debt
obligations as described in the respective prospectuses.  MTNs and Deposit Notes
trade like  commercial  paper,  but may have  maturities from nine months to ten
years and are rated like corporate debt obligations.

Average Life

Average  life,  as  applicable  to  asset-backed  securities,   is  computed  by
multiplying  each  principal  repayment by the time of payment  (months or years
from the evaluation date),  summing these products,  and dividing the sum by the
total amount of principal  repaid.  The  weighted-average  life is calculated by
multiplying  the  maturity  of each  security  in a given pool by its  remaining
balance,  summing the products,  and dividing the result by the total  remaining
balance.

Weighted Average Portfolio Maturity

The Fund will determine its  dollar-weighted  present average portfolio maturity
by  assigning  a "weight"  to each  portfolio  security  based upon the pro rata
market value of such portfolio security in comparison to the market value of the
entire  portfolio.  The remaining  maturity of each  portfolio  security is then
multiplied  by its weight,  and the results are added  together to determine the
weighted  average  maturity of the portfolio.  For purposes of  calculating  its
dollar-weighted  average  portfolio  maturity,  the Fund will  treat (a)  asset-
backed  securities  as  having a  maturity  equal to their  estimated  weighted-
average  maturity and (b) variable and  floating  rate  instruments  as having a
remaining  maturity  commensurate  with  the  period  remaining  until  the next
scheduled adjustment to the instrument's  interest rate. The average maturity of
asset-backed securities will be calculated based upon assumptions established by
the  investment  adviser  as to the  probable  amount of  principal  prepayments
weighted by the period until such prepayments are expected to be removed.

Fixed rate securities hedged with interest rate swaps or caps will be treated as
floating or variable rate  securities  based upon the interest rate index of the
swap or cap;  floating and variable  rate  securities  hedged with interest rate
swaps or floors  will be treated  as having a maturity  equal to the term of the
swap or floor.  In the event that the Fund holds an interest  rate swap,  cap or
floor that is not hedging  another  portfolio  security,  the swap, cap or floor
will be treated as having a maturity equal to its term and a weight equal to its
notional principal amount for such term.

Weighted Average Portfolio Duration

   

    
   

Duration is a commonly used measure of the potential  volatility of the price of
a  debt  security,  or  the  aggregate  market  value  of a  portfolio  of  debt
securities,  prior to maturity. Duration measures the magnitude of the change in
the price of a debt  security  relative to a given  change in the market rate of
interest.  The duration of a debt security depends upon three primary variables:
the security's coupon rate, maturity date and the level of market interest rates
for similar debt  securities.  Generally,  debt securities with lower coupons or
longer  maturities  will have a longer  duration  than  securities  with  higher
coupons or shorter  maturities.  For purposes of calculating its dollar-weighted
average  portfolio  duration,  the Fund will treat  variable and  floating  rate
instruments  as  having  a  remaining  duration  commensurate  with  the  period
remaining until the next scheduled adjustment to the instrument's interest rate.
    

Duration is calculated by dividing the sum of the  time-weighted  present values
of cash flows of a security or portfolio of securities,  including principal and
interest payments, by the sum of the present values of the cash flows.

   
The duration of interest rate agreements,  such as interest rate swaps, caps and
floors, is calculated in the same manner as other securities.  However,  certain
interest  rate  agreements  have negative  durations,  which the Fund may use to
reduce its weighted average portfolio duration.

Mathematically, duration is measured as follows:

    

<TABLE>
<CAPTION>


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

   Duration =     PVCF1(1)      +      PVCF2(2)      +     PVCF3(3)      +     ...............      +     PVCFn(n)
                  --------             --------            --------                                       --------
                   PVTCF                PVTCF               PVCTF                                    PVCTF
where
</TABLE>



   

    
   

PVCFt    = the present value of the cash flow in period t discounted at the
            prevailing yield-to-maturity

          t              = the period when the cash flow is received

          n              = remaining number of periods until maturity

PVTCF = total  present  value of the cash flow from the bond  where the  present
value is determined using the prevailing yield-to-maturity

Certain debt  securities,  such as  asset-backed  securities,  may be subject to
prepayment at irregular  intervals.  The duration of these  instruments  will be
calculated  based upon assumptions  established by the investment  adviser as to
the probable amount and sequence of principal  prepayments.  Duration calculated
in this  manner,  commonly  referred  to as  "effective  duration,"  allows  for
changing  prepayment  rates as interest  rates change and  expected  future cash
flows are affected.  The calculation of effective  duration will depend upon the
investment adviser's assumed prepayment rate.

    


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.

Foreign Currency Transactions

When the Fund invests in foreign securities,  such securities may be denominated
in  foreign  currency,  and the  Fund may  temporarily  hold  funds  in  foreign
currencies.  Thus,  the value of the Fund's shares can be affected by changes in
currency  exchange  rates.  The value of the Fund's  investments  denominated in
foreign  currencies and any cash it holds in foreign  currencies  will depend on
the relative strength of those currencies and the U.S. dollar,  and the Fund may
be affected favorably or unfavorably by exchange control  regulations or changes
in the exchange rate between foreign currencies and the U.S. dollar. The rate of
exchange  between the U.S.  dollar and other  currencies  is  determined  by the
forces  of  supply  and  demand  in the  foreign  exchange  market as well as by
political  factors.  Changes in the  foreign  currency  exchange  rates may also
affect the value of dividends and interest earned,  gains and losses realized on
the sale of  securities  and net  investment  income  and gains,  if any,  to be
distributed  to  shareholders  by the Fund.  Accordingly,  the Fund's ability to
achieve its investment  objective will depend, to a certain extent, on favorable
exchange rates.

Subject  to  certain  percentage  limitations,  the Fund may  engage in  foreign
currency  exchange  transactions to protect against  uncertainty in the level of
future exchange rates. The Fund expects to engage in foreign  currency  exchange
transactions  in connection  with the purchase and sale of portfolio  securities
("transaction  hedging"),  and  to  protect  the  value  of  specific  portfolio
positions ("position hedging").

The Fund may engage in "transaction  hedging" to protect against a change in the
foreign  currency  exchange rate between the date on which the Fund contracts to
purchase or sell the security and the settlement  date, or to "lock in" the U.S.
dollar equivalent of a dividend or interest payment in a foreign  currency.  For
that  purpose,  the Fund may  purchase or sell a foreign  currency on a spot (or
cash) basis at the  prevailing  spot rate in connection  with the  settlement of
transactions in portfolio securities denominated in that foreign currency.

If  conditions  warrant,  the Fund may also enter into  contracts to purchase or
sell foreign currencies at a future date ("forward  contracts") and purchase and
sell foreign  currency  futures  contracts as a hedge against changes in foreign
currency  exchange  rates between the trade and  settlement  dates on particular
transactions and not for  speculation.  A foreign currency forward contract is a
negotiated  agreement  to exchange  currency at a future time at a rate or rates
that may be  higher  or  lower  than the spot  rate.  Foreign  currency  futures
contracts   are   standardized   exchange-traded   contracts   and  have  margin
requirements.

For transaction  hedging purposes,  the Fund may also purchase  exchange- listed
and over-the-counter  call and put options on foreign currency futures contracts
and on foreign currencies.

The Fund may engage in "position  hedging" to protect against the decline in the
value  relative  to the U.S.  dollar of the  currencies  in which its  portfolio
securities are denominated or quoted (or an increase in the value of currency or
securities  which the Fund intends to buy, when the Fund holds cash reserves and
short-term investments). For position hedging purposes, the Fund may purchase or
sell foreign currency futures contracts and foreign currency forward  contracts,
and may purchase put or call options on foreign currency  futures  contracts and
on foreign  currencies  on domestic and foreign  exchanges  or  over-the-counter
markets. In connection with position hedging, the Fund may also purchase or sell
foreign currency on a spot basis.

The Fund may write covered call options on foreign  currencies to offset some of
the costs of hedging those  currencies.  Over-the-counter  transactions are less
liquid  than  exchange-traded  transactions,  and are  subject to the Fund's 15%
limitation on illiquid  investments.  The Fund will engage in over-the-  counter
transactions only when appropriate exchange- traded transactions are unavailable
and when, in the opinion of the Fund's investment adviser, the pricing mechanism
and liquidity are  satisfactory  and the  participants  are responsible  parties
likely to meet their  contractual  obligations.  The Fund's ability to engage in
hedging and related option transactions may be limited by tax considerations.

Hedging  transactions  involve costs and may result in losses.  Unlike  entering
directly into a foreign currency futures contract or directly purchasing foreign
currencies,  which  require the purchaser to buy the security on a set date at a
specified price,  the purchase of a put option entitles,  but does not obligate,
its purchaser to decide,  on or before a future date,  whether to assume a short
position at the specified price.

Generally,  if the hedged portfolio securities decrease in value during the term
of an option,  the related foreign  currency futures contract will also decrease
in value and the option will increase in value. In such an event,  the Fund will
normally  close out its option by selling an identical  option.  If the hedge is
successful, the proceeds received by the Fund upon the sale of the second option
will be  large  enough  to  offset  both  the  premium  paid by the Fund for the
original   option  plus  the  decrease  in  value  of  the  hedged   securities.
Alternatively,  the Fund may exercise its put option to close out the  position.
To do so, it would  simultaneously  enter into the futures  contract of the type
underlying the option (for a price less than the strike price of the option) and
exercise the option.  The Fund would then deliver the foreign  currency  futures
contract in return for payment of the strike price.  If the Fund neither  closes
out nor exercises an option,  the option will expire on the date provided in the
option contract, and only the premium paid for the contract will be lost.

When the Fund writes a call option on foreign  currency,  it is undertaking  the
obligation of assuming a short position  (i.e.,  selling a foreign  currency) at
the fixed  strike  price at any time during the life of the option if the option
is exercised.  As currency  exchange rates fall, the Fund's  obligation  under a
call option on foreign  currencies  costs less to fulfill,  causing the value of
the Fund's call option position to increase.

In other words, as the exchange rate goes down below the strike price, the buyer
of the option  has no reason to  exercise  the call,  so that the Fund keeps the
premium received for the option. This premium can offset some or all of the drop
in value of the Fund's portfolio securities.

Prior to the  expiration of a call written by the Fund, or exercise of it by the
buyer, the Fund may close out the option by buying an identical  option.  If the
hedge is successful, the cost of the second option will be less than the premium
received by the Fund for the initial option.  The net premium income of the Fund
will then offset some or all of the decrease in value of the hedged currencies.

The Fund will not maintain open positions in foreign currency futures  contracts
it has sold or call  options it has  written on  foreign  currencies  if, in the
aggregate,  the value of the open  positions  (marked  to  market)  exceeds  the
current  market value of its  securities  portfolio plus or minus the unrealized
gain or loss on those open positions, adjusted for the correlation of volatility
between the hedged securities and the futures  contracts.  If this limitation is
exceeded at any time, the Fund will take prompt action to close out a sufficient
number of open contracts to bring its open futures and options  positions within
this limitation.

         Risks.  When the Fund invests in foreign currency futures contracts and
         foreign  currency  forward  contracts,  and options  thereon as hedging
         devices,  there is a risk that the prices of the securities  subject to
         the  futures  contract,  forward  contract,  or option  thereon may not
         correlate  perfectly  with the prices of the  securities  in the Fund's
         portfolio.  This may cause the futures contract,  forward contract, and
         any related options to react differently than the portfolio  securities
         to market changes. In addition,  the Fund's investment adviser could be
         incorrect in its  expectations  about the direction or extent of market
         factors, such as interest rate or currency exchange rate movements.  In
         these events, the Fund may lose money on the futures contract,  forward
         contract or option. With respect to futures contracts,  the Fund may be
         unable to anticipate the extent of its losses.

         It is not certain  that a  secondary  market for  positions  in futures
         contracts,  forward  contracts  or for options will exist at all times.
         Although the investment adviser will consider liquidity before entering
         into such  transactions,  there is no assurance that a liquid secondary
         market on an exchange will exist for any particular  futures  contract,
         forward  contract or option at any particular  time. The Fund's ability
         to  establish  and close out futures and options  positions  depends on
         this secondary market.

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.

Restricted and Illiquid Securities

The ability of the Trustees to  determine  the  liquidity of certain  restricted
securities is permitted  under the  Securities and Exchange  Commission  ("SEC")
Staff  position  set  forth in the  adopting  release  for Rule  144A  under the
Securities  Act of 1933 (the "Rule").  The Rule is a non-  exclusive safe harbor
for  certain  secondary  market  transactions  involving  securities  subject to
restrictions  on resale under  federal  securities  laws.  The Rule  provides an
exemption from  registration for resales of otherwise  restricted  securities to
qualified  institutional  buyers.  The Rule was expected to further  enhance the
liquidity of the secondary market for securities  eligible for resale under Rule
144A.  The Fund  believes  that the  Staff of the SEC has left the  question  of
determining the liquidity of all restricted securities eligible for resale under
Rule 144A to the  Trustees.  The  Trustees  consider the  following  criteria in
determining the liquidity of certain restricted securities:

   o  the frequency of trades and quotes for the security;

   o  the number of dealers willing to purchase or sell the security and the 
      number of other potential buyers;

   o  dealer undertakings to make a market in the security; and

   o  the nature of the security and the nature of the marketplace trades.

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  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 Trustees.

Portfolio Turnover

While the Fund does not intend to engage in substantial short-term trading, from
time to time it may sell portfolio  securities for  investment  reasons  without
considering how long they have been held. For example, the Fund would do this:

   o  take advantage of short-term differentials in yields or market values;

   o  take advantage of new investment opportunities;

   o  respond to changes in the creditworthiness of an issuer; or

   o  try to preserve gains or limit losses.

   

    
   

Any  such  trading  would  increase  the  Fund's  portfolio   turnover  and  its
transaction  costs.  The Fund  will  not  attempt  to set or meet any  arbitrary
portfolio turnover rate since turnover is incidental to transactions  considered
necessary to achieve the Fund's investment objective. For the fiscal years ended
April 30,  1997,  and  1996,  the  portfolio  turnover  rates  were 55% and 66%,
respectively.

    


Reverse Repurchase Agreements

The Fund may also enter into reverse repurchase agreements.  This transaction is
similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers
possession  of a portfolio  instrument  to another  person,  such as a financial
institution,  broker,  or dealer, in return for a percentage of the instrument's
market  value in cash,  and agrees that on a  stipulated  date in the future the
Fund  will  repurchase  the  portfolio  instrument  by  remitting  the  original
consideration plus interest at an agreed upon rate.

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

Investment Limitations

     Selling Short and Buying on Margin

         The Fund will not sell any securities  short or purchase any securities
         on margin,  but may obtain such short-term  credits as may be necessary
         for  clearance of  purchases  and sales of  portfolio  securities.  The
         deposit  or  payment  by the Fund of  initial  or  variation  margin in
         connection with futures  contracts or related  options  transactions is
         not considered the purchase of a security on margin.

     Issuing Senior Securities and Borrowing Money

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

         The Fund  will  not  borrow  money  or  engage  in  reverse  repurchase
         agreements  for  investment  leverage,   but  rather  as  a  temporary,
         extraordinary,  or emergency  measure to  facilitate  management of the
         portfolio by enabling  the Fund to meet  redemption  requests  when the
         liquidation  of portfolio  securities is deemed to be  inconvenient  or
         disadvantageous.  The  Fund  will not  purchase  any  securities  while
         borrowings  in excess of 5% of the value of the Fund's total assets are
         outstanding.

     Pledging Assets

         The Fund will not mortgage, pledge, or hypothecate any assets except to
         secure permitted borrowings.  In those cases, it may mortgage,  pledge,
         or hypothecate assets having a market value not exceeding the lesser of
         the dollar amounts  borrowed or 15% of the value of total assets at the
         time of the borrowing.  For purposes of this limitation,  the following
         are not deemed to be pledges: margin deposits for the purchase and sale
         of futures contracts and related options, and segregation or collateral
         arrangements made in connection with options activities or the purchase
         of securities on a when-issued basis.

     Investing in Real Estate

         The  Fund  will  not  buy  or  sell  real  estate,   including  limited
         partnership  interests,  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, commodity contracts, or
         commodity  futures  contracts  except to the  extent  that the Fund may
         engage in transactions involving futures contracts and related options.

     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 restricted  securities  which the Fund may
         purchase   pursuant  to  its  investment   objective,   policies,   and
         limitations.

     Diversification of Investments

         With  respect to  securities  comprising  75% of the value of its total
         assets, the Fund will not purchase  securities issued by 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 such securities) if as a
         result more than 5% of the value of its total  assets would be invested
         in the securities of that issuer.  Also, the Fund will not acquire more
         than 10% of the outstanding voting securities of any one issuer.

     Concentration of Investments

         The Fund will not invest  25% or more of the value of its total  assets
         in any one industry  except that the Fund may invest 25% or more of the
         value of its total assets in  securities  issued or  guaranteed  by the
         U.S.  government,  its agencies or  instrumentalities,  and  repurchase
         agreements collateralized by such securities.

     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.  This  shall not
         prevent  the  Fund  from   purchasing   or  holding   U.S.   government
         obligations,  money market  instruments,  variable  rate demand  notes,
         bonds, debentures,  notes, certificates of indebtedness,  or other debt
         securities,  entering into repurchase agreements,  or engaging in other
         transactions  where  permitted  by  the  Fund's  investment  objective,
         policies, and limitations.

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

   

    
   

    

     Investing in 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,  non-negotiable  time
         deposits with maturities over seven days, interest rate swaps, caps and
         floors determined by the investment adviser to be illiquid, and certain
         securities not determined to be liquid under guidelines  established by
         the Trustees.

   

    
   

    


     Writing Covered Call Options

         The  Fund  will  not  write  call  options  on  securities  unless  the
         underlying  securities  are held in a Fund's  portfolio,  or unless the
         Fund is entitled to them in deliverable form without further payment or
         after  segregating cash in the amount of any further payment.  The Fund
         will not write  call  options  in excess of 25% of the value of its net
         assets.

   

    
   

    


     Investing in Securities of Other Investment Companies

         The Fund will limit its investment in other investment companies to not
         more than 3% of the total  outstanding  voting stock of any  investment
         company,  will  invest no more  than 5% of its total  assets in any one
         investment  company,  and will  invest  no more  than 10% of its  total
         assets in investment companies in general.

     Purchasing Securities to Exercise Control

         The Fund will not  purchase  securities  of a company  for  purposes of
exercising control or management.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment,  a later increase or decrease in percentage resulting
from any change in value or net assets  will not result in a  violation  of such
restriction.  For purposes of its policies and  limitations,  the Fund considers
certificates  of deposit and demand and time deposits issued by a U.S. branch of
a domestic  bank or savings  and loan having  capital,  surplus,  and  undivided
profits in excess of $100,000,000 at the time of investment to be "cash items."

   

    
   

    


The Fund has not  borrowed  money or invested in reverse  repurchase  agreements
during the last  fiscal  year and has no  present  intent to do so in the coming
fiscal year.

   

    
   

Federated Income Securities Trust Management
    
- -------------------------------------------------------------------------
   
Officers  and  Trustees  are listed with their  addresses,  birthdates,  present
positions with Federated Income Securities Trust, and principal occupations.

    



- ----------------------------------------------------------------------
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924

Chairman and Trustee

Chairman and Trustee,  Federated Investors,  Federated Advisers,  Federated
Management,  and Federated Research;  Chairman and Director,  Federated Research
Corp. and Federated Global Research Corp.;  Chairman,  Passport Research,  Ltd.;
Chief Executive Officer and Director or Trustee of the Funds.Mr.  Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Company.


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

    
   

Thomas G. Bigley
15 Old Timber TrailPittsburgh, PA
Birthdate:  February 3, 1934

    


Trustee

   

    
   

Chairman of the Board,  Children's  Hospital  of  Pittsburgh;  formerly,  Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Director,  Member of
Executive Committee, University of Pittsburgh; Director or Trustee of the Funds.

    



- ------------------------------------------------------------------------------
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937

Trustee

President, Investment Properties Corporation;  Senior Vice-President,  John
R. Wood and  Associates,  Inc.,  Realtors;  Partner or  Trustee in private  real
estate  ventures in Southwest  Florida;  formerly,  President,  Naples  Property
Management,  Inc. and Northgate  Village  Development  Corporation;  Director or
Trustee of the Funds.


- ---------------------------------------------------------------------------
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918

Trustee

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


- ----------------------------------------------------------------------------
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.


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

<PAGE>



Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932

Trustee

Professor of Medicine, 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 or Trustee of the Funds.


- -------------------------------------------------------------------------------
Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate:  June 18, 1924

Trustee

   

    
   
    

Attorney  of  Counsel,  Miller,  Ament,  Henny & Kochuba;  Director,  Eat'N Park
Restaurants,  Inc.; formerly,  Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.

   
    


- -------------------------------------------------------------------------
Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate:  March 16, 1942

Trustee

Consultant;   Former  State   Representative,   Commonwealth  of  Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.


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

    
   

Gregor F. Meyer
203 Kensington Court
Pittsburgh, PA
    
Birthdate:  October 6, 1926

   
    


Trustee

   

    
   

Former Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman,  Meritcare,
Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the Funds.

    



- ---------------------------------------------------------------------------
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932

Trustee

   

    
   

President,  Law Professor,  Duquesne University;  Consulting Partner,  Mollica &
Murray; Director or Trustee of the Funds.

    



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


<PAGE>



Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925

Trustee

   

    
   

Professor,  International  Politics;  Management Consultant;  Trustee,  Carnegie
Endowment for International  Peace,  RAND  Corporation,  Online Computer Library
Center,  Inc., National Defense University and U.S. Space Foundation;  President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental  Policy and Technology,  Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.

    



- --------------------------------------------------------------------------
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935

Trustee

   

    
   
    

Public relations/Marketing/Conference Planning; Director or Trustee of the 
Funds.

   
    



- -----------------------------------------------------------------------------
Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 2, 1929

President

Trustee,  Federated  Investors;  President  and/or Trustee of some of the Funds;
staff member, Federated Securities Corp.


- ------------------------------------------------------------------
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
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  Shareholder  Services  Company,  and Federated  Shareholder
Services;  Director,  Federated  Services  Company;  President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Company.


- ---------------------------------------------------------------------------
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
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
Shareholder  Services  Company;  Trustee  or  Director  of  some  of the  Funds;
President, Executive Vice President and Treasurer of some of the Funds.


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

<PAGE>



John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 26, 1938

   

    
   

Executive Vice President , Secretary and Treasurer

    

   

Executive Vice President,  Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers,  Federated  Management,  and Federated  Research;  Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company;  Director,  Federated Services Company;  President
and Trustee,  Federated  Shareholder  Services;  Director,  Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.

    



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


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


<PAGE>


   

    
   



As used  in the  table  above,  "The  Funds"  and  "Funds"  mean  the  following
investment  companies:  111 Corcoran Funds;  Arrow Funds;  Automated  Government
Money Trust; Bay Funds;  Blanchard Funds;  Blanchard Precious Metals Fund, Inc.;
Cash Trust Series II; Cash Trust  Series,  Inc.; DG Investor  Series;  Edward D.
Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government
Fund,  Inc.;  Federated  American  Leaders  Fund,  Inc.;  Federated  ARMs  Fund;
Federated Equity Funds;  Federated Equity Income Fund, Inc.;  Federated Fund for
U.S. Government  Securities,  Inc.;  Federated GNMA Trust;  Federated Government
Income Securities,  Inc.; Federated Government Trust; Federated High Income Bond
Fund,  Inc.;  Federated High Yield Trust;  Federated  Income  Securities  Trust;
Federated Income Trust;  Federated Index Trust;  Federated  Institutional Trust;
Federated  Insurance  Series;   Federated   Investment   Portfolios;   Federated
Investment  Trust;  Federated Master Trust;  Federated  Municipal  Opportunities
Fund, Inc.;  Federated  Municipal  Securities Fund,  Inc.;  Federated  Municipal
Trust;   Federated  Short-Term   Municipal  Trust;   Federated  Short-Term  U.S.
Government  Trust;  Federated Stock and Bond Fund, Inc.;  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: 2-5 Years;  Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority Funds;
Fixed Income  Securities,  Inc.; High Yield Cash Trust;  Independence One Mutual
Funds;  Intermediate  Municipal Trust;  International  Series, Inc.;  Investment
Series Funds,  Inc.;  Investment  Series Trust;  Liberty U.S.  Government  Money
Market Trust;  Liquid Cash Trust;  Managed Series Trust;  Marshall Funds,  Inc.;
Money Market  Management,  Inc.; Money Market  Obligations  Trust;  Money Market
Obligations  Trust II; Money Market Trust;  Municipal  Securities  Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds;  SouthTrust Vulcan Funds;
Star Funds;  Targeted Duration Trust;  Tax-Free  Instruments Trust; The Biltmore
Funds; The Biltmore  Municipal Funds; The Monitor Funds; The Planters Funds; The
Starburst Funds;  The Starburst Funds II; The Virtus Funds;  Tower Mutual Funds;
Trust for Financial Institutions;  Trust for Government Cash Reserves; Trust for
Short-Term U.S.  Government  Securities;  Trust for U.S.  Treasury  Obligations;
Vision Group of Funds, Inc.; Wesmark Funds; and World Investment Series, Inc.



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

    




Fund Ownership

Officers  and  Trustees  as a group own less than 1% of the  Fund's  outstanding
shares.

   

    
   

As of June 9, 1997, the following shareholders of record owned 5% or more of the
Institutional  Shares  of  the  Fund:  Moce  &  Co.,  Mattoon,  Illinois,  owned
approximately  705,665 shares (5.57%);  Union Planters  National Bank,  Memphis,
Tennessee,  owned approximately 710,892 shares (5.61%);  Stockyard Bank & Trust,
Louisville,  Kentucky,  owned  approximately  711,533 shares (5.62%);  Pitco c/o
Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned approximately 1,197,874
shares  (9.46%);  Keystone  Financial,   Inc.,  Altoona,   Pennsylvania,   owned
approximately  1,267,882 shares (10.01%);  and Parcol & Co. c/o Firstmerit Trust
Securities, Akron, Ohio, owned approximately 1,970,764 shares (15.57%).

As of June 9, 1997, the following shareholders of record owned 5% or more of the
Institutional  Service Shares of the Fund:  Resources Trust Company TTEE for the
benefit of Arthur Morris,  Denver,  Colorado,  owned  approximately 5,713 shares
(7.03%); Fort Wayne National Bank RPO Nemco 401(k) Opportunity Plan, Fort Wayne,
Indiana,  owned  approximately  6,239 shares (7.67%);  Firstco Great Bend, First
United  National Bank and Trust Co.,  Great Bend,  Kansas,  owned  approximately
7,269 shares (8.94%);  Richfield Bank & Trust Co., Richfield,  Minnesota,  owned
approximately 9,300 shares (11.44%);  Vermont National Bank,  Rutland,  Vermont,
owned approximately 11,323 shares (13.92%);  and Kenneth J. Cummins TTEE for the
benefit of Manuel Salazar,  Newport Beach, CA owned approximately  18,218 shares
(22.40%).

    



<PAGE>


   

    
   
    

Trustee Compensation
<TABLE>
<CAPTION>


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

<S>                                      <C>                <C>                                               

John F. Donahue                           $0               $0 for the Trust and
   
Chairman and Trustee                                       56 other investment companies in the Fund Complex

Thomas G. BigleyE                       $579.32            $108,725 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

John T. Conroy, Jr.                     $637.35            $119,615 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

William J. Copeland                     $637.35            $119,615 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

James E. Dowd                           $637.35            $119,615 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.                 $579.32            $108,725 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.                 $637.35            $119,615 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

Peter E. Madden                         $579.32            $108,725 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

Gregor F. Meyer                         $579.32            $108,725 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

John E. Murray, Jr.                     $579.32            $108,725 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

Wesley W. Posvar                        $579.32            $108,725 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex

Marjorie P. Smuts                       $579.32            $108,725 for the Trust and
Trustee                                                    56 other investment companies in the Fund Complex
</TABLE>

    

  *  Information is furnished for the fiscal year ended April 30, 1997.

  #  The aggregate compensation is provided for the Trust which is comprised 
     of two portfolios.

     The information is provided for the last calendar year.

   

    
   

    

Trustee Liability

The Trust's  Declaration  of Trust provides that the Trustees will not be liable
for  errors  of  judgment  or  mistakes  of fact or law.  However,  they are not
protected  against any  liability  to which they would  otherwise  be subject by
reason  of  willful  misfeasance,  bad  faith,  gross  negligence,  or  reckless
disregard of the duties involved in the conduct of their office.

Investment Advisory Services
- -----------------------------------------------------------------------------
Adviser to the Fund

The Fund's investment adviser is Federated  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 each  prospectus.  For the fiscal years
         ended  April 30,  1997,  1996,  and 1995,  the  Fund's  Adviser  earned
         $539,952,  $283,938  and  $134,734,  respectively,  of which  $344,689,
         $283,938,   and   $134,734   was  waived,   respectively,   because  of
         undertakings  to limit the Fund's  expenses.  In addition,  the Adviser
         reimbursed  other  operating  expenses of $0,  $55,252,  and $192,851 ,
         respectively, for the same periods.

    

   

    

   
    

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
guidelines  established  by the  Trustees.  The Adviser  may select  brokers and
dealers  who offer  brokerage  and  research  services.  These  services  may be
furnished  directly to the Fund or to the Adviser and may include:  advice as to
the  advisability  of investing in  securities;  security  analysis and reports;
economic  studies;   industry  studies;  receipt  of  quotations  for  portfolio
evaluations;  and similar  services.  Research  services provided by brokers and
dealers may be used by the Adviser or its  affiliates  in advising  the Fund 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.  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 commissions provided.  During the fiscal
years ended April 30, 1997, 1996, and 1995 no brokerage commissions were paid by
the Fund.

    

Although investment  decisions for the Fund are made independently from those of
the other accounts managed by the Adviser,  investments of the type the Fund may
make  may also be made by those  other  accounts.  When the Fund and one or more
other  accounts  managed by the Adviser are  prepared to invest in, or desire to
dispose of, the same security,  available investments or opportunities for sales
will be allocated  in a manner  believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the  position  obtained or  disposed of by the Fund.  In
other  cases,  however,  it is  believed  that  coordination  and the ability to
participate in volume transactions will be to the benefit of the Fund.

   

    
   

    

Other Services
- --------------------------------------------------------------------------
   

    
   

Fund Administration

Federated  Services  Company,  a  subsidiary  of Federated  Investors,  provides
administrative personnel and services to the Fund for a fee as described in each
prospectus.  From March 1,  1994,  to March 1,  1996,  Federated  Administrative
Services,   a  subsidiary   of  Federated   Investors,   served  as  the  Fund's
Administrator.  For  purposes  of  this  Statement  of  Additional  information,
Federated Services Company and Federated Administrative Services may hereinafter
collectively be referred to as the  "Administrators." For the fiscal years ended
April 30, 1997, 1996, and 1995, the  Administrators  earned $155,001,  $155,000,
and $141,836, respectively.

    

   

    

Custodian and Portfolio Accountant

   

    
   

State  Street Bank and Trust  Company  ("State  Street  Bank"),  Boston,  MA, is
custodian for the securities and cash of the Fund.  Federated  Services Company,
Pittsburgh,  PA, provides  certain  accounting and  recordkeeping  services with
respect to the Fund's  portfolio  investments.  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.

    

Transfer Agent

Federated  Services Company,  through its registered  transfer agent,  Federated
Shareholder Services Company,  maintains all necessary  shareholder records. For
its  services,  the  transfer  agent  receives a fee based upon the level of the
Fund's average net assets for the period plus out-of-pocket expenses.

Independent Auditors

   

    
   

The independent auditors for the Fund are Ernst and Young LLP.

    

Purchasing Shares
- --------------------------------------------------------------------------

   

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

    

Distribution Plan (Institutional Service Shares only) and Shareholder Services

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 Plan  (Institutional  Service Shares only), the 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  objective.
By  identifying  potential  investors  whose  needs  are  served  by the  Fund's
objective,  and properly  servicing these  accounts,  it may be possible to curb
sharp fluctuations in rates of redemptions and sales.

   
    


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

   


For the fiscal year ended April 30, 1997,  payments in the amount of $1,835 were
made pursuant to the Plan (Institutional Service Shares only), of which $662 was
waived.  In  addition,  for this  period,  the Fund's  Institutional  Shares and
Institutional  Service  Shares paid  shareholder  services fees in the amount of
$268,141 and $1,835,  respectively,  of which $268,141 and $1,173, respectively,
were waived.


    

Determining Net Asset Value
- -----------------------------------------------------------------------------

   

NAV  generally  changes each day. The days on which the NAV is calculated by the
Fund are described in the respective prospectuses.

    


Determining Value of Securities

The values of the Fund's portfolio securities are determined as follows:

   o  according to prices provided by independent pricing services, which may be
      determined  without  exclusive  reliance on quoted prices from dealers but
      which use market prices when most representative,  and which may take into
      account appropriate factors such as yield, quality, coupon rate, maturity,
      type of issue, trading characteristics,  and other market data employed in
      determining valuations for such securities; or

   o  for short-term obligations with remaining maturities of 60 days or less at
      the time of purchase, at amortized cost unless the Trustees determine that
      particular circumstances of the security indicate otherwise.

Redeeming Shares
- ------------------------------------------------------------------------------

   

The Fund redeems  Shares at the next  computed  NAV after the Fund  receives the
redemption  request.  Redemption  procedures  are  explained  in the  respective
prospectuses under "Redeeming Institutional Shares" and "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.

    


Redemption in Kind

Although the Fund intends to redeem  shares in cash, it reserves the right under
certain  circumstances  to pay the  redemption  price  in  whole or in part by a
distribution of securities from the Fund's  portfolio.  To the extent available,
such securities will be readily marketable.

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


   

Redemption in kind will be made in conformity with applicable SEC rules,  taking
such  securities at the same value employed in determining NAV and selecting the
securities in a manner the Trustees determine to be fair and equitable.

    

   

The Trust has elected to be governed by Rule 18f-1 under the Investment  Company
Act of 1940,  which  obligates the Fund to redeem Shares for any one shareholder
in cash only up to the  lesser of  $250,000  or 1% of the  respective  class NAV
during any 90-day period.


    

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

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

   o  derive less than 30% of its gross income from gains on 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  expected to be eligible
for the dividends received deduction available to corporations. These dividends,
and any short-term capital gains, are taxable as ordinary income.

     Capital Gains

         Fixed income securities  offering the current income sought by the Fund
         are often  purchased  at a discount  from par value.  Because the total
         yield on such  securities when held to maturity and retired may include
         an  element  of  capital  gain,  the Fund may  achieve  capital  gains.
         However,  the Fund will not hold securities to maturity for the purpose
         of realizing  capital gains unless current  yields on those  securities
         remain attractive.

         Capital gains or losses may also be realized on the sale of securities.
Sales would generally be made because of:

         o  the availability of higher relative yields;

   
         o  differentials in market values;
    

         o  new investment opportunities;


   

         o  changes in creditworthiness of an issuer; or
    

         o  an attempt to preserve gains or limit losses.

         Distributions  of long-term  capital  gains are taxed as such,  whether
         they are taken in cash or  reinvested,  and regardless of the length of
         time the shareholder has owned the Shares.

   
    


Total Return
- ----------------------------------------------------------------------------

   

The Fund's average annual total returns for the one-year  period ended April 30,
1997,  and for the  period  from  December  15,  1993  (date of  initial  public
offering)  to  April  30,  1997,  were  7.00%  and  6.20%,   respectively,   for
Institutional  Shares,  and 6.73% and  5.94%,  respectively,  for  Institutional
Service Shares.

    

   

The average annual total return for Shares of the Fund is the average compounded
rate of return for a given period that would equate a $1,000 initial  investment
to the ending  redeemable value of that investment.  The ending redeemable value
is computed by  multiplying  the number of Shares owned at the end of the period
by the NAV 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 the  thirty-day  period ended April 30, 1997 was 7.14% and
6.89% for Institutional Shares and Institutional  Service Shares,  respectively.
The yield for both classes of Shares of the Fund is  determined  by dividing the
net  investment  income per Share (as defined by the SEC) earned by either class
of Shares over a thirty-day  period by the maximum  offering  price per Share of
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 the Fund because of certain
adjustments  required  by the  SEC  and,  therefore,  may not  correlate  to the
dividends or other distributions paid to shareholders.


    

To the extent that  financial  institutions  and  broker/dealers  charge fees in
connection  with services  provided in conjunction  with an investment in 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  type of instruments in which the portfolio is invested;

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

   o  changes in the Fund's or either class of Shares' expenses; and

   o  various other factors.

Either class of Shares' performance  fluctuates on a daily basis largely because
net earnings and the maximum offering price per Share fluctuate daily.  Both net
earnings and offering  price per Share are factors in the  computation  of yield
and total return.

Investors  may use  financial  publications  and/or  indices  to  obtain  a more
complete view of the Fund's performance.  When comparing performance,  investors
should consider all relevant  factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio  securities and compute  offering  price.  The financial
publications and/or indices which the Fund uses in advertising may include:


   o  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 over a specific  period of time. From
      time to time,  the Fund will quote its Lipper  ranking in the  "short-term
      investment grade debt funds" category in advertising and sales literature.


   o  Merrill Lynch Total Return  Investment  Grade Corporate Index (Short- Term
      1-2.99  Years)  is  comprised  of over  400  issues  of  investment  grade
      corporate debt securities with remaining maturities from 1 to 2.99 years.

   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.

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

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 the
either  class of  Shares  based on  monthly  reinvestment  of  dividends  over a
specified period of time.

Advertising  and other  promotional  literature may include  charts,  graphs and
other  illustrations  using the Fund's  returns,  or returns  in  general,  that
demonstrate  basic  investment   concepts  such  as  tax-deferred   compounding,
dollar-cost  averaging  and  systematic  investment.  In addition,  the Fund can
compare its performance,  or performance for the types of securities in which it
invests,  to a variety  of other  investments,  such as bank  savings  accounts,
certificates of deposit, and Treasury bills. Economic and Market Information

Advertising  and  sales  literature  for the Fund  may  include  discussions  of
economic,   financial  and  political  developments  and  their  effect  on  the
securities  market.  Such  discussions  may take the form of commentary on these
developments by Fund portfolio managers and their views and analysis on how such
developments  could  affect  the  Funds.  In  addition,  advertising  and  sales
literature may quote  statistics and give general  information  about the mutual
fund  industry,  including the growth of the industry,  from sources such as the
Investment Company Institute.

About Federated Investors
- ------------------------------------------------------------------------------
Federated Investors 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.  These traders handle trillions of dollars
in annual trading volume.

   

In the  corporate  bond sector,  as of December 31,  1996,  Federated  Investors
managed 12 money market funds, and 17 bond funds with assets approximating $17.2
billion,  and $4.0 billion,  respectively.  Federated  Investors' corporate bond
decision making--based on intensive, diligent credit analysis, is backed by over
21 years  of  experience  in the  corporate  bond  sector.  In  1972,  Federated
Investors introduced one of the first high-yield bond funds in the industry.  In
1983,  Federated  was one of the  first  fund  managers  to  participate  in the
asset-backed securities market, a market totaling more than $200 billion.

    

   

J. Thomas Madden, Executive Vice President, oversees Federated Investors' equity
and high yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated Investors' domestic fixed income management. Henry
A.  Frantzen,  Executive  Vice  President,  oversees the management of Federated
Investors' international and global portfolios.

    

Mutual Fund Market

   

Thirty-seven  percent of American  households are pursuing their financial goals
through mutual funds.  These investors,  as well as businesses and institutions,
have entrusted over $3.5 trillion to the more than 6,000 funds available.*

    

Federated  Investors,  through its subsidiaries,  distributes mutual funds for a
variety of investment applications. Specific markets include:

Institutional Clients

Federated  Investors  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.

   

Bank Marketing

    

   

Other  institutional  clients include close  relationships  with more than 1,600
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  funds are  available  to  consumers  through  major  brokerage  firms
nationwide  --  we  have  over  2.200   broker/dealer  and  bank   broker/dealer
relationships across the country -- supported by more wholesalers than any other
mutual fund  distributor.  Federated's  service to financial  professionals  and
institutions has earned it high ratings in several surveys  performed by DALBAR,
Inc.  DALBAR  is  recognized  as the  industry  benchmark  for  service  quality
measurement.. The marketing effort to these firms is headed by James F.
Getz, President, Federated Securities Corp..


    

*  source: Investment Company Institute.



<PAGE>


Appendix
- ------------------------------------------------------------------------------
Standard & Poor's Ratings Group ("S&P") Long Term Debt Rating Definitions

AAA--Debt  rated AAA has the highest  rating  assigned  by S&P.  Capacity to pay
interest and repay principal is extremely strong.

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

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

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 sometime in the future.

Fitch Investors Service, Inc. Long-Term Debt Ratings

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

AA--Bonds considered to be investment grade and of very high 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.

Moody's Investors Service, Inc. Commercial Paper Ratings

P-1--Issuers rated Prime-1 (or related supporting  institutions) have a superior
capacity for repayment of short-term promissory  obligations.  Prime-1 repayment
capacity will normally be evidenced by the following characteristics:

   o  Leading market positions in well established industries.

   o  High rates of return on funds employed.

   o Conservative  capitalization  structure with moderate  reliance on debt and
ample asset protection.

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

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

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

Standard & Poor's Ratings Group Commercial Paper Ratings

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

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

Fitch Investors Service, Inc. Commercial Paper Ratings Definitions

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

F-2--(Good  Credit Quality) Issues carrying this rating have a satisfactory
degree of assurance for timely payment, but the margin of safety is not as great
as for issues assigned F-1+ and F-1 ratings.  Moody's  Investors  Service,  Inc.
Commercial Paper Ratings

Duff & Phelps Rating Service (Duff &Phelps) Long-Term Debt Ratings

AAA--Highest  credit  quality.  The risd  factors  are  negligible,  being  only
slightly more than for U.S. Treasury debt.

AA--High credit quality.  Protection factors are strong.  Risk is modest but may
vary slightly from time to time because of economic conditions.

A--Protection  factors are average but adequate.  However, risk factors are more
variable and greater in periods of economic stress.

BBB--Below-average  protection  factors  but  still  considered  sufficient  for
prudent investment. Considerable variability in risk during economic cycles.

PLUS (+) OR MINUS  (-):  Plus and minus  signs are used with a rating  symbol to
indicate the relative position of a credit within the rating category.




PART C.         OTHER INFORMATION

Item 24.          Financial Statements and Exhibits:

   
                  1.       Financial Statements (Incorporated by reference to 
                           the Annual Report of the Registrant dated April 30,
                           1997). (File Nos. 33-3164 and 811-4577).
                  2.        Exhibits:
                           a)        Conformed copy of Declaration of Trust of
                                     the Registrant;(1)
                                      (i)   Conformed copy of Amendment No. 2 to
                                      the    Declaration of Trust;(6)
                                     (ii)   Conformed copy of Amendment No. 3 to
                                     the    Declaration of Trust;(9)
                           b)        Copy of Amended and Restated By-Laws of the
                                     Registrant as of December 31, 1991;(6)
                           c)        Not applicable;
                           d)        Copy of Specimen Certificate for Shares of
                                      Beneficial Interest of the Registrant:
                                    Federated Intermediate Income Fund;(8)
                           e)         (i)  Conformed copy of Investment Advisory
                                           Contract of the Registrant;(5)
                                     (ii)   Conformed copy of Exhibit to 
                                            Investment Advisory Contract of the
                                            Registrant;(9)
                           f)          (i)  Conformed copy of Distributor's 
                                            Contract, through and including 
                                            Exhibit B; (3)
                                     (ii)   Conformed copy of Exhibit C to 
                                            Distributor's Contract;(7)
                                    (iii)   Conformed copy of Exhibit D to
                                            Distributor's Contract;(7)
                                     (iv)   The Registrant hereby incorporates
                                            the conformed copy of the specimen 
                                           Mutual Funds Sales and Service 
                                           Agreement; Mutual   Funds Service
                                           Agreement; Mutual Funds Service
                                    Agreement from Item 24(b)(6) of    the Cash 
                                    Trust Series II Registration       Statement
                                    on Form N-1A, filed with the Commission on 
                                    July 24, 1995.  (File Nos.33-38550 and 
                                    811-6269);
                           g)        Not applicable;
                           h)        Conformed copy of Custodian Contract of the
                                     Registrant;(10)
    
- --------------------------------------------------------------

   
1.       Response is incorporated by reference to Registrant's Initial
         Registration Statement on Form N-1A filed February 6, 1986. (File
         Nos. 33-3164 and 811-4577).
3.       Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 7 on Form N-1A filed April 25, 1990. (File
         Nos. 33-3164 and 811-4577).
5.       Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 12 on Form N-1A filed December 9, 1991. (File
         Nos. 33-3164 and 811-4577).
6.       Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 15 on Form N-1A filed April 30, 1993. (File
         Nos. 33-3164 and 811-4577).
7.       Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 19 on Form N-1A filed October 12, 1993. (File
         Nos. 33-3164 and 811-4577).
8.       Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 20 on Form N-1A filed June 7, 1994. (File Nos.
         33-3164 and 811-4577).
9.       Response is incorporated by reference to Registrant's Post-Effective 
         Amendment No. 21 on Form N-1A filed June 24, 1994. (File
         Nos. 33-3164 and 811-4577).
10.      Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 24 on Form N-1A filed June 23, 1995. (File
         Nos. 33-3164 and 811-4577).
    


<PAGE>






   
    (9)         (i)  Conformed copy of Agreement for Fund Accounting Services, 
                     Administrative Services, Transfer Agency Services, and 
                     Custody Services Procurement;(11)
              (ii)   Conformed copy of Shareholder Services Agreement;(10)
             (iii)   The responses and exhibits described in Item 24(b)(6) are 
                     hereby incorporated by reference;
              (iv)   The Registrant hereby incorporates the conformed copy of 
             the Shareholder Services Sub-Contract between Fidelity and 
             Federated Shareholder Services from Item    24(b)(9)(iii) of
             the Federated GNMA Trust  Registration Statement on Form N-1A, 
             filed  with the Commission on March 25, 1996. 
            (File Nos. 2-75670 and 811-3375);
    (10)      Not applicable;
    (11)      Conformed copy of Consent of Independent Auditors;(+)
    (12)      Not applicable;
    (13)      Not applicable;
    (14)      Not applicable;
    (15)     (i)    Conformed    copy   of   Rule   12b-1
             Distribution Plan of the Registrant;(5) (ii)
             Conformed  copy of  Exhibit B to Rule  12b-1
             Distribution  Plan  of  the   Registrant;(7)
             (iii)  The   responses   described  in  Item
             24(b)(6)   are   hereby    incorporated   by
             reference;
    (16)      Copy of Schedule of Computation of Funds Performance Data: 
              Federated Intermediate Income Fund;(8)
    (17)      Copy of Financial Data Schedules;(+)
    (18)      The Registrant hereby incorporates the conformed copy of the
              specimen Multiple Class Plan from
             Item 24(b)(18) of the World Investment Series, Inc. Registration 
             Statement on Form N-1A, filed
             with the Commission on January 26, 1996. (File Nos. 33-52149 and 
             811-07141);
    (19)      Conformed copy of Power of Attorney.(+)
    
- --------------------------------------------------------------
   
+  All exhibits have been filed electronically.

5.       Response is incorporated by reference to Registrant's Post-Effective 
         Amendment No. 12 on Form N-1A filed December 9, 1991. (File
         Nos. 33-3164 and 811-4577).
7.       Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 19 on Form N-1A filed October 12, 1993. (File
         Nos. 33-3164 and 811-4577).
8.       Response is incorporated by reference to Registrant's Post-Effective
         Amendment No. 20 on Form N-1A filed June 7, 1994. (File Nos.
         33-3164 and 811-4577).
10.      Response is incorporated by reference to Registrant's Post-Effective 
         Amendment No. 24 on Form N-1A filed June 23, 1995. (File
         Nos. 33-3164 and 811-4577).
11.      Response is incorporated by reference to Registrant's Post-Effective 
         Amendment No. 26 on Form N-1A filed June 27, 1996. (File
         Nos. 33-3164 and 811-4577).
    


<PAGE>




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

                  None

Item 26.          Number of Holders of Securities:
                                                        Number of Record Holders
   
                  Title of Class                            as of June 9, 1997
                  --------------                          --------------------
    

                  Shares of Beneficial Interest
                           (no par value)

   
                  Federated Short-Term Income Fund
                           Institutional Shares                     2,328
                           Institutional Service Shares               292

                  Federated Intermediate Income Fund
                           Institutional Shares                       413
                           Institutional Service Shares               372

Item 27.          Indemnification:  (4)


Item 28.      Business and Other Connections of Investment Adviser:

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

The  remaining   Officers  of  the  investment   adviser  are:  William  D.
Dawson,III,  Henry A. Frantzen, and J. Thomas Madden, Executive Vice Presidents;
Peter R. Anderson,  Drew J. Collins,  Jonathan C. Conley, Deborah A. Cunningham,
Mark E. Durbiano,  J. Alan Minteer,  Susan M. Nason, and Mary Jo Ochson,  Senior
Vice  Presidents;  J. Scott Albrecht,  Joseph M.  Balestrino,  Randall S. Bauer,
David F. Belton, Christine A. Bosio, David A. Briggs, Kenneth J. Cody, Alexandre
de Bethmann,  Michael J. Donnelly, Michael P. Donnelly, Linda A. Duessel, Donald
T. Ellenberger,  Kathleen M. Foody-Malus,  Thomas M. Franks; Edward C. Gonzales,
James E. Grefenstette,  Susan R. Hill, Stephen A. Keen, Robert K. Kinsey, Robert
M. Kowit, Jeff A. Kozemchak,  Marian R. Marinack, Sandra L. McInerney, Robert J.
Ostrowski, Charles A. Ritter, Scott B. Schermerhorn, Frank Semack, Aash M. Shah,
William F. Stotz, Tracy P.Stouffer,  Edward J. Tiedge, Paige M. Wilhelm, Jolanta
M. Wysocka, Vice Presidents;  Todd A. Abraham, Stafanie L. Bachhuber,  Arthur J.
Barry,  Michael W. Casey,  Robert E. Cauley,  Donna M. Fabiano,  John T. Gentry,
William R. Jamison,  Constantine Kartsonsas,  Robert M. Marsh, Joseph M. Natoli,
Keith  J.  Sabol,  Michael  W.  Sirianni,  and  Gregg  Tenser,   Assistant  Vice
Presidents;  Stephen  A.  Keen,  Secretary;  Thomas R.  Donahue,  Treasurer  and
Assistant  Secretary;  Richard B.  Fisher,  Assistant  Secretary  and  Assistant
Treasurer;  Christine I. McGonigle, Assistant Secretary. The business address of
each of the Officers of the  investment  adviser is Federated  Investors  Tower,
Pittsburgh,  Pennsylvania  15222-3779.  These individuals are also officers of a
majority  of the  investment  advisers  to the  Funds  listed  in Part B of this
Registration Statement.
    
- --------------------------------------------------------------

   
4.       Response is incorporated by reference to Registrant's Post-Effective
          Amendment No. 11 on Form N-1A filed June 25, 1991. (File
         Nos. 33-3164 and 811-4577).
    



<PAGE>


Item 29.      Principal Underwriters:

   
     (a)  Federated   Securities  Corp.,  the  Distributor  for  shares  of  the
Registrant,  also  acts as  principal  underwriter  for the  following  open-end
investment  companies:  111 Corcoran Funds;  Arrow Funds;  Automated  Government
Money Trust;  BayFunds;  Blanchard Funds;  Blanchard Precious Metals Fund, Inc.;
Cash Trust Series II; Cash Trust  Series,  Inc.; DG Investor  Series;  Edward D.
Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government
Fund,  Inc.;  Federated  American  Leaders  Fund,  Inc.;  Federated  ARMs  Fund;
Federated Equity Funds;  Federated Equity Income Fund, Inc.;  Federated Fund for
U.S. Government  Securities,  Inc.;  Federated GNMA Trust;  Federated Government
Income Securities,  Inc.; Federated Government Trust; Federated High Income Bond
Fund, Inc.; Federated High Yield Trust;  Federated Income Trust; Federated Index
Trust;  Federated  Institutional  Trust;  Federated Insurance Series;  Federated
Investment  Portfolios;  Federated  Investment  Trust;  Federated  Master Trust;
Federated  Municipal  Opportunities Fund, Inc.;  Federated Municipal  Securities
Fund, Inc.;  Federated Municipal Trust;  Federated  Short-Term  Municipal Trust;
Federated Short-Term U.S. Government Trust; Federated Stock and Bond Fund, Inc.;
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: 2-5 Years; Federated
U.S. Government Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First
Priority  Funds;  Fixed  Income   Securities,   Inc.;  High  Yield  Cash  Trust;
Independence  One Mutual  Funds;  Intermediate  Municipal  Trust;  International
Series,  Inc.;  Investment Series Funds, Inc.;  Investment Series Trust; Liberty
U.S.  Government  Money Market Trust;  Liquid Cash Trust;  Managed Series Trust;
Marshall Funds,  Inc.; Money Market  Management,  Inc.; Money Market Obligations
Trust;  Money  Market  Obligations  Trust  II;  Money  Market  Trust;  Municipal
Securities Income Trust; Newpoint Funds;  Peachtree Funds; RIMCO Monument Funds;
SouthTrust  Vulcan  Funds;  Star  Funds;   Targeted  Duration  Trust;   Tax-Free
Instruments Trust; The Biltmore Funds; The Biltmore Municipal Funds; The Monitor
Funds;  The Planters  Funds;  The Starburst  Funds;  The Starburst Funds II; The
Virtus Funds;  Tower Mutual Funds; Trust for Financial  Institutions;  Trust for
Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury  Obligations;  Vision Group of Funds, Inc.; Wesmark Funds; and
World Investment Series, Inc.

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




<PAGE>


   
(b)
<TABLE>
<CAPTION>

              (1)                                         (2)                                   (3)
Name and Principal                             Positions and Offices                  Positions and Offices
 Business Address                                 With Underwriter                      With Registrant
<S>                                            <C>                                     <C>   

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

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

Thomas R. Donahue                              Director, Assistant Secretary,            --
Federated Investors Tower                      Assistant Treasurer
Pittsburgh, PA 15222-3779                      Federated Securities Corp

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

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

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

David M. Taylor                                Executive Vice President                          --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Laura M. Deger                                 Senior Vice President,                            --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

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

James S. Hamilton                              Senior Vice President,                            --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

James M. Heaton                                Senior Vice President,                            --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779
    



<PAGE>


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

Keith Nixon                                    Senior Vice President,                            --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV                            Senior Vice President,                            --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Timothy C. Pillion                             Senior Vice President,                            --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ                               Senior Vice President,                            --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Teresa M. Antoszyk                             Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

John B. Bohnet                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Byron F. Bowman                                Vice President, Secretary,                        --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis                       Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dale R. Browne                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs                                  Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Edmond Connell, Jr.                         Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

R. Leonard Corton, Jr.                         Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Kevin J. Crenny                                Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson                           Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Doyle                               Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jill Ehrenfeld                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779
    


<PAGE>


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


Mark D. Fisher                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Joseph D. Gibbons                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

John K. Goettlicher                            Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales                            Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bruce E. Hastings                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Beth A. Hetzel                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

James E. Hickey                                Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Brian G. Kelly                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joseph Kennedy                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl                                  Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm                                Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Michael Miller                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert D. Oehlschlager                         Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779


Thomas A. Peters III                           Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Robert F. Phillips                             Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779
    



<PAGE>


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

Richard A. Recker                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

George D. Riedel                               Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul V. Riordan                                Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

John Rogers                                    Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Brian S. Ronayne                               Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas S. Schinabeck                           Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward L. Smith                                Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

David W. Spears                                Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

John A. Staley                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jeffrey A. Stewart                             Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard Suder                                  Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

William C. Tustin                              Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Miles J. Wallace                               Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

John F. Wallin                                 Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts                               Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779
    


<PAGE>


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

Edward J. Wojnarowski                          Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael P. Wolff                               Vice President,                                   --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Edward R. Bozek                                Assistant Vice President,                         --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Terri E. Bush                                  Assistant Vice President,                         --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Charlene H. Jennings                           Assistant Vice President,                         --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Matthew S. Propelka                            Assistant Vice President,                         --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley  Treasurer,                                                                 --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779

Leslie K. Platt                                Assistant Secretary,                              --
Federated Investors Tower                      Federated Securities Corp.
Pittsburgh, PA 15222-3779
    
</TABLE>


(c)  Not applicable

   
Item 30.          Location of Accounts and Records:

All  accounts  and records  required to be  maintained  by Section  31(a) of the
Investment  Company  Act of 1940  and  Rules  31a-1  through  31a-3  promulgated
thereunder are maintained at one of the following locations:

Registrant                                   Federated Investors Tower
                                             Pittsburgh, PA  15222-3779

Federated Shareholder Services Company       P.O. Box 8600
("Transfer Agent, Dividend                   Boston, MA 02266-8600
Disbursing Agent and Portfolio
Recordkeeper")

Federated Services Company                   Federated Investors Tower
("Administrator")                            Pittsburgh, PA  15222-3779

Federated Management                         Federated Investors Tower
("Adviser")                                  Pittsburgh, PA  15222-3779

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

Item 31.          Management Services:  Not applicable.
    



<PAGE>


   
Item 32.          Undertakings:

                  Registrant  hereby undertakes to comply with the provisions of
                  Section  16(c)  of the 1940 Act with  respect  to  removal  of
                  Trustees  and the calling of special  shareholder  meetings by
                  shareholders.

                  Registrant  hereby undertakes to furnish each person to whom a
                  prospectus is delivered with a copy of the Registrant's latest
                  annual  report  to  shareholders,  upon  request  and  without
                  charge.
    



<PAGE>


   
                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant,  FEDERATED  INCOME  SECURITIES
TRUST, has duly caused this Amendment to its Registration Statement to be signed
on its  behalf  by the  undersigned,  thereto  duly  authorized,  in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 24th day of June, 1997.

                        FEDERATED INCOME SECURITIES TRUST

                           BY: /s/S. Elliott Cohan
                           S. Elliott Cohan, Assistant Secretary
                           Attorney in Fact for John F. Donahue
                           June 24, 1997

      Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its  Registration  Statement has been signed below by the following person in
the capacity and on the date indicated:

      NAME                          TITLE                             DATE
By:   /s/S. Elliott Cohan
      S. Elliott Cohan           Attorney In Fact            June 24, 1997
      ASSISTANT SECRETARY        For the Persons
                                 Listed Below

      NAME                          TITLE
John F. Donahue*                 Chairman and Trustee
                                 (Chief Executive Officer)

Glen R. Johnson*                 President

John W. McGonigle*               Treasurer, Executive
                                 Vice President and Secretary
                                 (Principal Financial and
                                 Accounting Officer)

Thomas G. Bigley                 Trustee

John T. Conroy, Jr.*             Trustee

William J. Copeland*             Trustee

James E. Dowd*                   Trustee

Lawrence D. Ellis, M.D.*         Trustee

Edward L. Flaherty, Jr.*         Trustee

Peter E. Madden*                 Trustee

Gregor F. Meyer*                 Trustee

John E. Murray, Jr.*             Trustee

Wesley W. Posvar*                Trustee

Marjorie P. Smuts*               Trustee
* By Power of Attorney
    






                           Exhibit 11 under Form N-1A
                       Exhibit 23 under Item 601/Reg. S-K










               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





We  consent  to the  references  to  our  firm  under  the  captions  "Financial
Highlights"  and to the use of our report dated June 13, 1997,  incorporated  by
reference in  Post-Effective  Amendment Number 28 to the Registration  Statement
(Form N-1A No. 33-3164) and the related  Prospectuses of Federated  Intermediate
Income Fund (a portfolio of Federated Income Securities Trust).



                                                           /s/ Ernst & Young LLP



Pittsburgh, Pennsylvania

June 20, 1997





                           Exhibit 19 under Form N-1A
                       Exhibit 24 under Item 601/Reg. S-K



                                POWER OF ATTORNEY



         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints the Secretary and Assistant  Secretary of FEDERATED  INCOME  SECURITIES
TRUST_____________________________________________________    and   the   Deputy
General Counsel of Federated Services Company,  and each of them, their true and
lawful  attorneys-in-fact  and  agents,  with  full  power of  substitution  and
resubstitution  for them and in their  names,  place and  stead,  in any and all
capacities,  to sign any and all documents to be filed with the  Securities  and
Exchange  Commission  pursuant to the  Securities  Act of 1933,  the  Securities
Exchange  Act of 1934 and the  Investment  Company Act of 1940,  by means of the
Securities  and  Exchange  Commission's  electronic  disclosure  system known as
EDGAR;  and to file the same,  with all exhibits  thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and necessary to be done
in  connection  therewith,  as fully to all intents and purposes as each of them
might or could do in  person,  hereby  ratifying  and  confirming  al that  said
attorneys-in-fact  and agents,  or any of them,  or their or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.



SIGNATURES                   TITLE                           DATE



/s/ John F. Donahue          Chairman and Trustee          June 3, 1997
John F. Donahue              (Chief Executive Officer)



/s/ Glen R. Johnson          President                     June 3, 1997
- --------------------------
Glen R. Johnson



/s/ John W. McGonigle        Treasurer, Executive          June 3, 1997
John W. McGonigle            Vice President and Secretary
                             (Principal Financial and
                              Accounting Officer)



/s/ Thomas G. Bigley            Trustee                     June 3, 1997
- --------------------------
Thomas G. Bigley



/s/ John T. Conroy              Trustee                     June 3, 1997
- --------------------------
John T. Conroy



/s/ William J. Copeland         Trustee                     June 3, 1997
- --------------------------
William J. Copeland



/s/ James E. Dowd               Trustee                     June 3, 1997
- ---------------------------
James E. Dowd



/s/ Lawrence D. Ellis, M.D.     Trustee                     June 3, 1997
Lawrence D. Ellis, M.D.



/s/ Edward L. Flaherty, Jr.     Trustee                     June 3, 1997
- ---------------------------
Edward L. Flaherty, Jr.



/s/ Peter E. Madden             Trustee                     June 3, 1997
- ---------------------------
Peter E. Madden



/s/ Gregor F. Meyer             Trustee                     June 3, 1997
- ---------------------------
Gregor F. Meyer



/s/ John E. Murray, Jr.         Trustee                     June 3, 1997
- ---------------------------
John E. Murray



/s/ Wesley W. Posvar            Trustee                     June 3, 1997
- ---------------------------
Wesley W. Posvar



/s/ Marjorie P. Smuts           Trustee                     June 3, 1997
- ---------------------------
Marjorie P. Smuts



Sworn to and subscribed before me this   3rd    day of    June    , 1997
                                       --------        ----------



/s/ Marie M. Hamm

Notarial Seal
Marie Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires Oct. 9, 2000
Member, Pennsylvania Association of Notaries




<TABLE> <S> <C>


       
<S>                                         <C>

<ARTICLE>                                   6
<SERIES>
     <NUMBER>                               021
     <NAME>                                 Federated Income Securities Trust
                                            Federated Intermediate Income Fund
                                            Institutional Shares
<PERIOD-TYPE>                               12-MOS
<FISCAL-YEAR-END>                           Apr-30-1997
<PERIOD-END>                                Apr-30-1997
<INVESTMENTS-AT-COST>                       121,346,732
<INVESTMENTS-AT-VALUE>                      120,647,775
<RECEIVABLES>                               2,362,263
<ASSETS-OTHER>                              16,603
<OTHER-ITEMS-ASSETS>                        0
<TOTAL-ASSETS>                              123,026,641
<PAYABLE-FOR-SECURITIES>                    0
<SENIOR-LONG-TERM-DEBT>                     0
<OTHER-ITEMS-LIABILITIES>                   929,674
<TOTAL-LIABILITIES>                         929,674
<SENIOR-EQUITY>                             0
<PAID-IN-CAPITAL-COMMON>                    123,164,139
<SHARES-COMMON-STOCK>                       12,386,311
<SHARES-COMMON-PRIOR>                       8,959,874
<ACCUMULATED-NII-CURRENT>                   12,086
<OVERDISTRIBUTION-NII>                      0
<ACCUMULATED-NET-GAINS>                     (380,301)
<OVERDISTRIBUTION-GAINS>                    0
<ACCUM-APPREC-OR-DEPREC>                    (698,957)
<NET-ASSETS>                                121,306,743
<DIVIDEND-INCOME>                           0
<INTEREST-INCOME>                           7,598,796
<OTHER-INCOME>                              0
<EXPENSES-NET>                              600,534
<NET-INVESTMENT-INCOME>                     6,998,262
<REALIZED-GAINS-CURRENT>                    (380,854)
<APPREC-INCREASE-CURRENT>                   356,638
<NET-CHANGE-FROM-OPS>                       6,974,046
<EQUALIZATION>                              0
<DISTRIBUTIONS-OF-INCOME>                   6,940,716
<DISTRIBUTIONS-OF-GAINS>                    56,910
<DISTRIBUTIONS-OTHER>                       0
<NUMBER-OF-SHARES-SOLD>                     7,046,674
<NUMBER-OF-SHARES-REDEEMED>                 3,741,544
<SHARES-REINVESTED>                         121,307
<NET-CHANGE-IN-ASSETS>                      34,095,721
<ACCUMULATED-NII-PRIOR>                     0
<ACCUMULATED-GAINS-PRIOR>                   57,997
<OVERDISTRIB-NII-PRIOR>                     0
<OVERDIST-NET-GAINS-PRIOR>                  0
<GROSS-ADVISORY-FEES>                       539,952
<INTEREST-EXPENSE>                          0
<GROSS-EXPENSE>                             1,215,199
<AVERAGE-NET-ASSETS>                        107,749,893
<PER-SHARE-NAV-BEGIN>                       9.770
<PER-SHARE-NII>                             0.630
<PER-SHARE-GAIN-APPREC>                     0.030
<PER-SHARE-DIVIDEND>                        0.630
<PER-SHARE-DISTRIBUTIONS>                   0.010
<RETURNS-OF-CAPITAL>                        0.000
<PER-SHARE-NAV-END>                         9.790
<EXPENSE-RATIO>                             0.55
<AVG-DEBT-OUTSTANDING>                      0
<AVG-DEBT-PER-SHARE>                        0.000
        



</TABLE>

<TABLE> <S> <C>


       
<S>                                          <C>

<ARTICLE>                                    6
<SERIES>
     <NUMBER>                                022
     <NAME>                                  Federated Income Securities Trust
                                             Federated Intermediate Income Fund
                                             Institutional Service Shares
<PERIOD-TYPE>                                12-MOS
<FISCAL-YEAR-END>                            Apr-30-1997
<PERIOD-END>                                 Apr-30-1997
<INVESTMENTS-AT-COST>                        121,346,732
<INVESTMENTS-AT-VALUE>                       120,647,775
<RECEIVABLES>                                2,362,263
<ASSETS-OTHER>                               16,603
<OTHER-ITEMS-ASSETS>                         0
<TOTAL-ASSETS>                               123,026,641
<PAYABLE-FOR-SECURITIES>                     0
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<PER-SHARE-NII>                              0.610
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<PER-SHARE-DIVIDEND>                         0.610
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</TABLE>






                       FEDERATED INCOME SECURITIES TRUST

                              Federated Investors
                           Federated Investors Tower
                      Pittsburgh, Pennsylvania 15222-3779
                                 (412) 288-1900

                                 June 24, 1997

EDGAR Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549

         RE:    FEDERATED INCOME SECURITIES TRUST (the "Trust")
                  Federated Intermediate Income Fund (the "Fund")
                1933 Act File No. 33-3164
                1940 Act File No. 811-4577

Dear Sir or Madam:

         Post-Effective  Amendment No. 28 under the  Securities  Act of 1933 and
Amendment No. 21 under the  Investment  Company Act of 1940 to the  Registration
Statement   of   Federated   Intermediate   Income  Fund,  a  portfolio  of  the
above-referenced  Trust, is hereby electronically  transmitted.  This filing has
been  electronically  redlined to indicate the changes from the Fund's currently
effective Prospectuses and Statement of Additional Information.

         As indicated on the facing page of the  amendment,  the  Registrant has
specified that it is to become  effective  sixty (60) days after filing pursuant
to the  provisions of Rule  485(a)(i)  under the  Securities Act of 1933. A Rule
485(a) filing is being made to add convertible securities, preferred securities,
and surplus  notes  disclosure.  Please note that the  disclosure  changes  with
respect to convertible securities identified below are substantially the same as
the convertible  securities disclosure found in Federated Bond Fund (a portfolio
of Investment  Series Funds,  Inc.) filed pursuant to Rule 485(a)(i) on February
18, 1997 (File Nos. 33-48847 and 811-07021).

Changes in this amendment:

         1.       The Fund has added convertible securities to the "Acceptable 
Investments" section of the currently effective Prospectuses with a 
corresponding section in the Statement of Additional Information;

         2. The Fund has added preferred  securities  (trust  preferred  capital
securities and step up perpetual  subordinated  securities)  to the  "Acceptable
Investments" section of the currently effective  Prospectuses with corresponding
sections in the Statement of Additional Information;

         3. The Fund has added  surplus  notes to the  "Acceptable  Investments"
section of the currently effective  Prospectuses with a corresponding section in
the Statement of Additional Information.

         The other  changes  marked  in this  amendment  represent  non-material
changes.



<PAGE>


         Pursuant to Investment  Company Act Release No. 13,768,  the Registrant
respectfully requests selective review of those sections of Parts A and B of the
Registration  Statement  that have been  identified  in  numbered  paragraphs  1
through 3 above.

         If you have any  questions  regarding  this  filing,  please call me at
(412) 288-1940.

                                Very truly yours,



                                 /s/ Amy B. Gotz
                                     Amy B. Gotz
                               Compliance Analyst

Enclosures






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