FEDERATED INCOME SECURITIES TRUST
497, 1997-08-29
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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 August 31, 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
August 31, 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
   
 Total Other Expenses                                                                         0.37%
   Shareholder Services Fee (after waiver)(2)                                    0.00%
    
 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 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 include:
    
* 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 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 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
   
August 31, 1997
    
A Diversified Portfolio of Federated Income
Securities Trust, An Open-End,
Management Investment Company

Federated Securities Corp., Distributor

Cusip 31420C407
   
3090804A-IS (8/97)
    
[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
August 31, 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
August 31, 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%
   
 Total Other Expenses                                                                         0.46%
   Shareholder Services Fee (after waiver)(3)                                    0.09%
    
 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 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 include:
    
* 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 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 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
   
August 31, 1997
    
A Diversified Portfolio of Federated
Income Securities Trust,
An Open-End, Management
Investment Company

Federated Securities Corp., Distributor

[Graphic]

Cusip 31420C506
   
3090804A-SS (8/97)
    


                     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 August 31, 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 August 31, 1997
    
[Graphic]

Cusip 31420C407
Cusip 31420C506
   
3090804B (8/97)
    
[Graphic]

TABLE OF CONTENTS
   
 GENERAL INFORMATION ABOUT THE FUND                            1
 INVESTMENT OBJECTIVE AND POLICIES                             1
  Collateralized Mortgage Obligations                          1
  Convertible Securities                                       1
  Surplus Notes                                                2
  Trust Preferred or Capital Securities                        2
  Step Up Perpetual Subordinated Securities                    2
  Medium Term Notes and Deposit Notes                          2
  Average Life                                                 2
  Weighted Average Portfolio Maturity                          2
  Weighted Average Portfolio Duration                          3
  When-Issued and Delayed Delivery Transactions                3
  Foreign Currency Transactions                                4
  Lending of Portfolio Securities                              5
  Restricted and Illiquid Securities                           5
  Repurchase Agreements                                        6
  Portfolio Turnover                                           6
  Reverse Repurchase Agreements                                6
  Investment Limitations                                       6
 FEDERATED INCOME SECURITIES TRUST MANAGEMENT                  8
  Fund Ownership                                              12
  Trustee Compensation                                        13
  Trustee Liability                                           13
 INVESTMENT ADVISORY SERVICES                                 14
  Adviser to the Fund                                         14
 BROKERAGE TRANSACTIONS                                       14
 OTHER SERVICES                                               14
  Fund Administration                                         14
  Custodian and Portfolio Accountant                          14
  Transfer Agent                                              15
  Independent Auditors                                        15
 PURCHASING SHARES                                            15
  Distribution Plan (Institutional Service
   Shares only) and Shareholder Services                      15
 DETERMINING NET ASSET VALUE                                  15
  Determining Value of Securities                             15
 REDEEMING SHARES                                             16
  Redemption in Kind                                          16
 TAX STATUS                                                   16
  The Fund's Tax Status                                       16
  Shareholders' Tax Status                                    16
 TOTAL RETURN                                                 17
 YIELD                                                        17
 PERFORMANCE COMPARISONS                                      17
  Economic and Market Information                             18
 ABOUT FEDERATED INVESTORS                                    18
  Mutual Fund Market                                          19
  Institutional Clients                                       19
  Bank Marketing                                              19
 Broker/Dealers and Bank Broker/Dealer
  Subsidiaries                                                19
 FINANCIAL STATEMENTS                                         19
 APPENDIX                                                     20
    
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 5-10 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 than 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:

Duration = PVCF1(1) + PVCF2(2) + PVCF3(3) + ....... + PVCFn(n)
            PVTCF       PVTCF     PVCTF                PVCTF

where

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:

* the frequency of trades and quotes for the security;

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

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

* 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:

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

* take advantage of new investment opportunities;

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

* 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 Trail
Pittsburgh, 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.

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
   
Chairman, Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Retired
from the law firm of Miller, Ament, Henny & Kochuba; 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.

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.

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.

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 underwriter 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 August 5, 1997, the following shareholders of record owned 5% or more of
the Institutional Shares of the Fund: FNB Nominee Co., Indiana, Pennsylvania,
owned approximately 672,452 shares (5.12%); Union Planters National Bank,
Memphis, Tennessee, owned approximately 689,785 shares (5.25%); Moce & Co.,
Mattoon, Illinois, owned approximately 732,168 shares (5.57%); Stockyard Bank &
Trust, Louisville, Kentucky, owned approximately 747,645 shares (5.69%); Pitco
c/o Marshall & Ilsley Trust Co., Milwaukee, Wisconsin, owned approximately
1,195,681 shares (9.10%); Keystone Financial, Inc., Altoona, Pennsylvania, owned
approximately 1,251,977 shares (9.53%); and Parcol & Co. c/o SEI Trust Company,
Oaks, Pennsylvania, owned approximately 2,015,142 shares (15.33%).

As of August 5, 1997, the following shareholders of record owned 5% or more of
the Institutional Service Shares of the Fund: Trustco, Waukegan, Illinois, owned
approximately 5,100 shares (5.23%); Resources Trust Company TTEE for the benefit
of Arthur Morris, Denver, Colorado, owned approximately 5,703 shares (5.85%);
Fort Wayne National Bank RPO Nemco 401(k) Opportunity Plan, Fort Wayne, Indiana,
owned approximately 6,506 shares (6.67%); Firstco Great Bend, First United
National Bank and Trust Co., Great Bend, Kansas, owned approximately 7,680
shares (7.88%); Richfield Bank & Trust Co., Richfield, Minnesota, owned
approximately 9,573 shares (9.82%); Vermont National Bank, Rutland, Vermont,
owned approximately 11,386 shares (11.68%); and Kenneth J. Cummins TTEE for the
benefit of Manuel Salazar, Newport Beach, CA owned approximately 18,218 shares
(18.68%).
    
TRUSTEE COMPENSATION

<TABLE>
<CAPTION>

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

<S>                            <C>          <S>
 John F. Donahue                   $0       $0 for the Trust and
 Chairman and Trustee                       56 other investment companies in the Fund Complex
 Thomas G. Bigley             $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:

* 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

* 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:

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

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

* invest in securities within certain statutory limits; and

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

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares.

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:

* the availability of higher relative yields;

* differentials in market values;

* new investment opportunities;

* changes in creditworthiness of an issuer; or

* an attempt to preserve gains or limit losses.

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

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:

* portfolio quality;

* average portfolio maturity;

* type of instruments in which the portfolio is invested;

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

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

* 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:

* 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.

* 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.

* MORNINGSTAR, INC., an independent rating service, is the publisher of the
  bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
  NASDAQ-listed mutual funds of all types, according to their risk-adjusted
  returns. The maximum rating is five stars, and ratings are effective for two
  weeks.

* LEHMAN BROTHERS GOVERNMENT/CORPORATE TOTAL INDEX is comprised of approximately
  5,000 issues which include 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.
   
FINANCIAL STATEMENTS
The Financial Statements for the fiscal year ended April 30, 1997, are
incorporated herein by reference to the Annual Report of the Fund dated April
30, 1997 (File Nos. 33-3164 and 811-4577). A copy of the Report may be obtained
without charge by contacting the Fund.

    
* Source: Investment Company Institute.

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:

* Leading market positions in well established industries.

* High rates of return on funds employed.

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

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

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

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 risk 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.




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