FEDERATED INCOME SECURITIES TRUST
485BPOS, 1997-06-26
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                                                       1933 Act File No. 33-3164
                                                      1940 Act File No. 811-4577

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form N-1A

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

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

      Post-Effective Amendment No.   29   ....................    X
                                   -------                      ---


                                                                and/or

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

      Amendment No.   22   ......................................   X
                    -------                                       ---

                        FEDERATED INCOME SECURITIES TRUST

               (Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

    immediately  upon  filing  pursuant  to  paragraph  (b). X on June 30,  1997
 pursuant to paragraph (b).
    60 days after filing pursuant to paragraph (a)(i).
    on                   pursuant to paragraph (a)(i).
    75 days after filing pursuant to paragraph (a)(ii).
    on _________________ pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

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



<PAGE>


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

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

                                   Copies To:

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


<PAGE>


                              CROSS-REFERENCE SHEET


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

PART A.         INFORMATION REQUIRED IN A PROSPECTUS.

                               Prospectus Heading
                                             (Rule 404(c) Cross Reference)

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

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

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

                                             (1(a), 1(b), 2(b)) Financial 
                                             Highlights--Institutional Service
                                             Shares.

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

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

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



<PAGE>


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

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

Item 9.           Pending Legal Proceedings                   None.


<PAGE>


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


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

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

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

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

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

Item 15.          Control Persons and Principal
                  Holders of Securities............(1-2) Federated Income 
                                                         Securities
                                Trust Management.

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

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

Item 18.          Capital Stock and Other
                  Securities                       Not applicable.

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

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

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

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

Federated Short-Term Income Fund

(A Portfolio of Federated Income Securities Trust)
Institutional Shares

PROSPECTUS

The  Institutional  Shares of  Federated  Short-Term  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 seek to provide current income.

THE SHARES OFFERED BY THIS  PROSPECTUS  ARE NOT DEPOSITS NOR  OBLIGATIONS OF ANY
BANK,  ARE NOT ENDORSED NOR  GUARANTEED BY ANY BANK,  AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT  AGENCY.  INVESTMENT  IN  THESE  SHARES  INVOLVES  INVESTMENT  RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

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

Prospectus dated June 30, 1997
    
                             TABLE OF CONTENTS
   
 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
  Portfolio Turnover                                     11
  Investment Limitations                                 11
 Trust Information                                       12
  Management of the Trust                                12
  Distribution of Institutional Shares                   13
  Administration of the Fund                             13
 Net Asset Value                                         13
 Investing in Institutional Shares                       13
  Share Purchases                                        13
  Minimum Investment Required                            14
  What Shares Cost                                       14
  Certificates and Confirmations                         14
  Dividends                                              14
  Capital Gains                                          14
 Redeeming Institutional Shares                          14
  Telephone Redemption                                   14
  Redeeming Shares by Mail                               15
  Accounts with Low Balances                             15
 Shareholder Information                                 15
  Voting Rights                                          15
 Tax Information                                         16
  Federal Income Tax                                     16
  State and Local Taxes                                  16
 Performance Information                                 16
 Other Classes of Shares                                 16
 Financial Highlights -- Institutional Service Shares    17
 Financial Statements                                    18
 Report of Ernst & Young LLP,
  Independent Auditors                    Inside Back Cover
    

                                     SUMMARY OF FUND EXPENSES
                                        INSTITUTIONAL SHARES
   
<TABLE>
<CAPTION>
                                  SHAREHOLDER TRANSACTION EXPENSES
<S> <S> 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)                                                             0.37%
 12b-1 Fee                                                                                    None
   Shareholder Services Fee (after waiver)(2)                                            0.00%
 Total Other Expenses                                                                         0.19%
                 Total Operating Expenses (after waivers)(3)                                  0.56%
</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
    0.40%.

(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 0.84%  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  Institutional  Shares of the Fund 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.

 1 Year                                           $ 6
 3 Years                                          $18
 5 Years                                          $31
 10 Years                                         $70

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)
   
Reference is made to the Report of Ernst & Young LLP, Independent  Auditors,  on
the inside back cover.

<TABLE>
<CAPTION>
                                                                 YEAR ENDED APRIL 30,
                              1997      1996      1995      1994      1993    1992(A)   1991     1990     1989     1988
<S>                      <C>        <C>       <C>       <C>       <C>       <C>      <C>      <C>      <C>      <C>
 NET ASSET VALUE,  $ 8.68    $ 8.61    $ 8.85    $ 9.17    $ 8.98   $ 9.07   $ 9.16   $ 9.41   $ 9.56   $ 9.98
 BEGINNING OF
 PERIOD
INCOME FROM
 INVESTMENT
 OPERATIONS
 Net investment income         0.54      0.57      0.54      0.51      0.58     0.60     0.83     0.93     0.94     0.94
 Net realized and
 unrealized gain
 (loss) on investments       0.01      0.07     (0.24)    (0.32)     0.16    (0.07)   (0.08)   (0.25)   (0.15)   (0.42)
 Total from investment         0.55      0.64      0.30      0.19      0.74     0.53     0.75     0.68     0.79     0.52
 operations
 LESS DISTRIBUTIONS
 Distributions from net
 investment income         (0.54)    (0.57)    (0.54)    (0.51)    (0.55)   (0.60)   (0.83)   (0.93)   (0.94)   (0.94)
 Distributions in excess
 of net
 investment income(b)         (0.01)      --        --        --        --     (0.02)   (0.01)     --       --       --
 Total distributions          (0.55)    (0.57)    (0.54)    (0.51)    (0.55)   (0.62)   (0.84)   (0.93)   (0.94)   (0.94)
 NET ASSET VALUE,  $ 8.68    $ 8.68    $ 8.61    $ 8.85    $ 9.17   $ 8.98   $ 9.07   $ 9.16   $ 9.41    $9.56
 END OF PERIOD
 TOTAL RETURN(C)  6.53%  7.51%  3.55%  2.04%  8.39%   5.94%    8.80%    7.52%    8.69%    5.43%
 RATIOS TO AVERAGE
 NET ASSETS
 Expenses          0.56%     0.56%     0.56%     0.56%     0.51%    0.53%    0.52%    0.52%    0.51%    0.50%
 Net investment income  6.21%  6.43%   6.22%   5.55%   6.07%   6.71%   9.33%   9.95%   9.90% 9.59%
 Expense            0.28%     0.29%     0.03%     0.08%     0.45%    0.98%    0.92%    0.75%    0.76%    0.59%
 waiver/reimbursement(d)
 SUPPLEMENTAL DATA
 Net assets, end of
 period
 (000 omitted)             $214,438  $216,675  $219,649  $353,106  $144,129  $36,047  $47,223  $65,429  $69,904  $90,581
 Portfolio turnover     55%       77%       38%       44%       62%     114%      23%      34%      38%      77%
</TABLE>

(a) On December 31, 1991, the shareholders  approved a change in the fundamental
    investment policies which state that the Fund will be invested in high-grade
    as opposed  to  lower-rated  debt  securities,  and as a result,  investment
    income per share is lower.

(b) Distributions  in excess of net investment  income for the years ended April
    30,  1997,  1992 and 1991,  were a result  of  certain  book and tax  timing
    differences.  These  distributions did not represent a return of capital for
    federal  income tax  purposes  for the year ended April 30,  1997,  1992 and
    1991.

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

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

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

The Trust 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  separate  series of  shares of  beneficial  interest
representing  interests in separate portfolios of securities.  The shares in any
one portfolio may be offered in separate classes.  With respect to this Fund, as
of  the  date  of  this  prospectus  the  Board  of  Trustees  ("Trustees")  has
established  two  classes of  shares,  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 corporate debt 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 seek to provide current income. This
investment  objective  cannot be  changed  without  the  approval  of the Fund's
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  will  invest  primarily  in a  diversified  portfolio  of  short  and
medium-term  high grade debt  securities.  The Fund may also invest in long-term
high grade debt securities to the extent consistent with its policies  regarding
the  Fund's  average  dollar-weighted  portfolio  maturity  and  duration.  This
investment  policy may not be changed  without the prior  approval of the Fund's
shareholders.   Unless  indicated  otherwise,   the  other  investment  policies
described in this prospectus may be changed by the Trustees without the approval
of the Fund's  shareholders.  Shareholders  will be notified before any material
changes in these policies become effective.

ACCEPTABLE INVESTMENTS
   
The high grade debt  securities  in which the Fund  invests  include  medium and
long-term  instruments  rated by one or more nationally  recognized  statistical
rating organizations  ("NRSROs") in one of their three highest rating categories
(e.g., 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
Aaa, Aa or A by Moody's  Investors  Service,  Inc.  ("Moody's")  and  short-term
instruments  rated by one or more NRSROs in one of their two highest  categories
(e.g.,  A-1 or A-2 by S&P,  Prime-1  or  Prime-2  by  Moody's,  or F-1 or F-2 by
Fitch).  Although  the Fund may  invest  in  unrated  debt  securities  that are
determined  by the  Fund's  investment  adviser to be of  comparable  quality to
instruments having such ratings,  as a matter of operating policy, the Fund will
invest only in rated  securities.  Downgraded  securities will be evaluated on a
case by case basis by the adviser. The adviser will determine whether or not the
security continues to be an acceptable investment.  If not, the security will be
sold.
    
Acceptable investments currently include the following:

* corporate debt obligations, including medium-term notes and variable rate
  demand notes;

* asset-backed securities;
   
* commercial paper (including Canadian Commercial Paper ("CCP") and
  Europaper);
    
* certificates  of  deposit,  demand and time  deposits,  bankers'  acceptances,
  deposit  notes and other  instruments  of domestic and foreign banks and other
  deposit institutions ("Bank Instruments");

* interest rate swaps, caps and floors;

* medium and short-term credit facilities, including demand notes and
  participations in revolving credit facilities;

* auction rate securities (see below);

* obligations issued or guaranteed as to payment of principal and interest
  by the U.S. government or one of its agencies or instrumentalities
  ("Government Securities"); and

* other money market instruments.

The Fund invests only in instruments denominated and payable in U.S.
dollars.

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
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."

ASSET-BACKED SECURITIES
   
Asset-backed  securities  are created by the  grouping of certain  governmental,
government-related,  private  loans,  receivables  or 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-backed 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. Prepayments 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 asset-backed 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  asset-backed  securities  were purchased at a market premium over their
stated principal amount.  Conversely,  the prepayment of asset-backed 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/or  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 invests 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.

  The following  example  illustrates how mortgage cash flows are prioritized in
  the case of CMOs.  Most of the CMOs in  which  the Fund  invests  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.

  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
  London Interbank Offered Rate ("LIBOR"), the prime rate of a specific bank, or
  commercial paper rates.  Some indices,  such as the one-year constant maturity
  Treasury Note rate,  closely  mirror  changes in market  interest rate levels.
  Others tend to lag  changes in market  rate  levels and tend to 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 ARMS 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  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 reregistration  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 the Bank
Insurance Fund or the Savings  Association  Insurance Fund. Bank Instruments may
include  Eurodollar  Certificates of Deposit  ("ECDs"),  Yankee  Certificates of
Deposit  ("Yankee  CDs") and  Eurodollar  Time Deposits  ("ETDs").       FOREIGN
INVESTMENTS      ECDs,  ETDs,  Yankee  CDs,  CCP 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  in the flow of  international  currency
transactions.  Different  risks may also  exist for ECDs,  ETDs,  and Yankee CDs
because  the banks  issuing  these  instruments,  or their  domestic  or foreign
branches,  are not necessarily subject to the same regulatory  requirements that
apply  to  domestic  banks,  such as  reserve  requirements,  loan  limitations,
examinations,   accounting,   auditing,   and  recordkeeping,   and  the  public
availability of information.  These factors will be carefully  considered by the
Fund's adviser in selecting investments for the Fund.      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.

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.      AUCTION RATE SECURITIES     The Fund may invest in auction
rate municipal securities and auction rate preferred securities,  (collectively,
"auction rate  securities").  Provided that the auction mechanism is successful,
auction rate  securities  usually permit the holder to sell the securities in an
auction at par value at specified  intervals.  The interest  rate or dividend is
reset by  "Dutch"  auction in which  bids are made by  broker/dealers  and other
institutions  for a certain  amount of securities at a specified  minimum yield.
The interest rate or dividend rate set by the auction is the lowest  interest or
dividend rate that covers all securities offered for sale. While this process is
designed to permit auction rate  securities to be traded at par value,  there is
some  risk  that  an  auction  will  fail  due to  insufficient  demand  for the
securities.  If so, the securities may become illiquid and subject to the Fund's
15% limitation on illiquid securities.

AVERAGE PORTFOLIO MATURITY AND DURATION

Although  the Fund will not  maintain a stable  NAV,  the  adviser  will seek to
limit, to the extent consistent with the Fund's investment  objective of current
income,  the  magnitude  of  fluctuations  in the  Fund's  NAV by  limiting  the
dollar-weighted   average  maturity  and  duration  of  the  Fund's   portfolio.
Securities  with shorter  maturities and durations  generally have less volatile
prices  than  securities  of  comparable   quality  with  longer  maturities  or
durations. The Fund should be expected to maintain a higher average maturity and
duration during periods of lower expected market volatility, and a lower average
maturity and duration during periods of higher expected  market  volatility.  In
any event,  the Fund's  dollar-weighted  average  maturity will not exceed three
years,  and its  dollar-weighted  average  duration will not exceed three years.
      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.

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.

RESTRICTED AND ILLIQUID SECURITIES

The Fund intends to invest in  restricted  and illiquid  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,  and repurchase agreements
providing for settlement in more than seven days after notice, to 15% 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.

REPURCHASE AGREEMENTS

Certain  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  in which  the Fund may  invest to the Fund and
agree at the time of sale to repurchase  them at a mutually agreed upon time and
price.

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.

During the period any reverse repurchase agreements are outstanding, but only to
the extent necessary to assure completion of the reverse repurchase  agreements,
the Fund will  restrict the purchase of  portfolio  instruments  to money market
instruments  maturing on or before the expiration date of the reverse repurchase
agreements.  This policy may not be changed  without the  approval of the Fund's
shareholders.

LENDING OF PORTFOLIO SECURITIES

In order to generate  additional income, the Fund may lend portfolio  securities
on a short-term or 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 limit the amount of portfolio  securities it may lend
to not more than  one-third of its total  assets.  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 and will receive  collateral equal to at least 100% of the value
of the securities loaned. This policy may not be changed without the approval of
the Fund's shareholders.

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 will limit its purchase of
securities on a when-issued or delayed delivery basis to no more than 20% of the
value of its total assets.  This policy may not be changed  without the approval
of the Fund's  shareholders.       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  securites 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.      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:

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

* to take advantage of new investment opportunities;

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

* to try to preserve gains or limit losses.

Any  such  trading  would  increase  the  Fund's  portfolio   turnover  and  its
transaction  costs.  However,  the  Fund  will  not  attempt  to set or meet any
arbitrary turnover rate since turnover is incidental to transactions  considered
necessary to achieve the Fund's investment objective.

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 10% of the value
  of its total assets to secure such borrowings;

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

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

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

* 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.  For these  purposes the Fund takes all common stock and all preferred
  stock of an issuer each as a single class,  regardless of priorities,  series,
  designations, or other differences.

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 0.40%
  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 at 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.

  Randall S. Bauer has been the Fund's portfolio manager since October 1995.
  Mr. Bauer joined Federated Investors in 1989 and has been a Vice President
  of the Fund's investment adviser since 1994. Mr. Bauer was an Assistant Vice
  President of the Fund's investment adviser from 1989 to 1993. Mr. Bauer is a
  Chartered Financial Analyst and received his M.B.A. in Finance from The
  Pennsylvania State University.

  Robert K. Kinsey will be a portfolio manager of the Fund effective July
  1997. Mr. Kinsey joined Federated in 1995 as a Vice President of a Federated
  advisory subsidiary. He has been a Vice President of the Fund's adviser
  since March 1997. From 1992 to 1995, he served as a Portfolio Manager for
  Harris Investment Management Co., Inc. Mr. Kinsey received his M.B.A. in
  Finance from U.C.L.A.
    
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:

      MAXIMUM                     AVERAGE AGGREGATE
 ADMINISTRATIVE FEE                DAILY NET ASSETS
       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

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, computed at an
annual  rate,  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. 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,  MA; Attention:  EDGEWIRE;  For Credit to: Federated
Short-Term 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; and 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
Short-Term  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.
    
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 by 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 Share  class  name;  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  Federal  Deposit  Insurance
Corporation;  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 of May 9, 1997,  Trust Company of St.  Joseph,
St.  Joseph,   MO,  owned  39.35%  of  the  voting   securities  of  the  Fund's
Institutional  Service Shares,  and,  therefore,  may, for certain purposes,  be
deemed to control the Fund and be able to affect the outcome of certain  matters
presented for a vote of shareholders.
    
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  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.        STATE AND  LOCAL  TAXES     In the
opinion  of  Houston,  Donnelly  and Meck,  counsel  to the 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
NAV 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.

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.

Shares  and  Institutional  Service  Shares  are  subject to certain of the same
expenses;  however,  Institutional  Service Shares are distributed under a 12b-1
Plan adopted by the Trust. Expense differences, between Shares and Institutional
Service Shares may affect the performance of each class.

To obtain more  information and a prospectus for  Institutional  Service Shares,
investors may call 1-800-341-7400.
    
            FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SERVICE SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
   
Reference  is made to the Report of Ernst & Young LLP,  Independent  Auditors on
the inside back cover.

<TABLE>
<CAPTION>
                                                                    YEAR ENDED APRIL 30,
                                                    1997    1996     1995      1994     1993   1992(A)
<S>                                            <C>       <C>     <C>      <C>      <C>      <C>
 NET ASSET VALUE, BEGINNING OF PERIOD           $ 8.68  $ 8.61   $ 8.85   $ 9.17   $ 8.98   $ 9.08
 INCOME FROM INVESTMENT OPERATIONS
  Net investment income                              0.53    0.54     0.52     0.48     0.52     0.15
  Net realized and unrealized gain (loss) on          --     0.07    (0.24)   (0.32)    0.19    (0.10)
  investments
  Total from investment operations                   0.53    0.61     0.28     0.16     0.71     0.05
 LESS DISTRIBUTIONS
  Distributions from net investment income          (0.53)  (0.54)   (0.52)   (0.48)   (0.52)   (0.15)
 NET ASSET VALUE, END OF PERIOD                    $ 8.68  $ 8.68   $ 8.61   $ 8.85   $ 9.17   $ 8.98

 TOTAL RETURN(B)                                    6.27%    7.25%    3.29%    1.78%    8.12%    0.69%
 RATIOS TO AVERAGE NET ASSETS
  Expenses                                          0.81%    0.81%    0.81%    0.81%    0.76%    0.78%*
  Net investment income                             5.96%    6.17%    5.90%    5.30%    5.82%    6.37%*
  Expense waiver/reimbursement(c)                   0.28%    0.29%    0.27%    0.13%    0.45%    0.98%*
 SUPPLEMENTAL DATA
  Net assets, end of period (000 omitted)        $17,586  $16,346  $17,091  $39,649  $15,673     $778
  Portfolio turnover                                  55%      77%      38%      44%      62%     114%
</TABLE>

* Computed on an annualized basis.

(a) Reflects  operations  for the period from  January 21, 1992 (date of initial
    public investment) to April 30, 1992.

(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.

(See Notes which are an integral part of the Financial Statements)
    
                          PORTFOLIO OF INVESTMENTS
   
                      FEDERATED SHORT-TERM INCOME FUND
                               APRIL 30, 1997
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                               VALUE
 CORPORATE BONDS/ASSET-BACKED SECURITIES -- 66.4%
             AUTOMOTIVE -- 15.2%
<C>          <S>                                                         <C>
 $ 2,212,633 Chevy Chase Auto Trust 1995-1, Class A, 6.00%, 12/15/2001   $    2,217,147
   1,300,000 Chrysler Corp., 10.95%, 8/1/2017                                 1,388,920
   1,348,132 Daimler-Benz Auto Grantor Trust 1995-A, Class A, 5.85%,          1,347,862
             5/15/2002
   3,000,000 Ford Motor Credit Corp., MTN, 5.83%, 6/29/1998                   2,984,805
   3,773,437 Honda Auto Receivables Grantor Trust 1995-A, Class A,            3,766,457
             6.20%, 12/15/2000
   6,000,000 Navistar Dealer Note Trust 1990-A, Class A-3, Floating Rate
             Pass Thru Certificate,
             6.548%, 1/25/2003                                                6,082,800
   1,946,028 Navistar Financial Owner Trust 1995-A, Class B, 6.85%,           1,953,384
             11/20/2001
   4,860,885 Olympic Auto Receivables Trust 1995-B, Class A-2, 7.35%,         4,910,369
             10/15/2001
   5,000,000 Olympic Auto Receivables Trust 1996-C, Class A-5, 7.00%,         5,047,350
             3/15/2004
   3,000,000 Premier Auto Trust 1995-3, Class B, 6.25%, 8/6/2001              2,958,030
   2,655,000 (a)World Omni Auto Lease Securitization Trust 1996-A, Class      2,662,062
             A-1, 6.30%, 6/25/2002
              Total                                                          35,319,186
             BANKING -- 9.9%
   3,000,000 (b)Banco Nacional de Mexico S.A., Credit Card Merchant
             Voucher Receivables Master Trust
             1996-A, Class A-1, 6.25%, 12/1/2003                              2,916,570
   3,000,000 (a)BankAmerica Corp., FRN, 5.50%, 6/25/2003                      2,921,250
   2,083,333 Chase Manhattan Credit Card Master Trust 1992-1, Class A,        2,088,708
             7.40%, 5/15/2000
   2,000,000 Chemical Master Credit Card Trust 1995-3, Class A, 6.23%,        1,952,540
             4/15/2005
   5,000,000 (a)Citicorp Sub., FRN, 5.538%, 10/25/2005                        4,924,250
   1,000,000 (a)J.P. Morgan & Co., Inc., FRN, 5.379%, 8/19/2002                 979,400
   3,000,000 Standard Credit Card Master Trust 1994-4, Class A, 8.25%,        3,151,620
             11/7/2003
   4,000,000 Toronto-Dominion Bank, Sub. Note, 7.875%, 8/15/2004              4,077,200
              Total                                                          23,011,538
             FINANCE - COMMERICIAL -- 2.1%
   5,000,000 CSXT Trade Receivables Master Trust 1993-1, Class A, 5.05%,      4,921,950
             9/25/1999
             FINANCE - RETAIL -- 13.0%
   5,000,000 Bridgestone/Firestone Master Trust 1996-1, Class B, 6.49%,       4,909,950
             7/1/2003
   2,500,000 Dayton Hudson Credit Card Master Trust 1995-1, Class A,          2,500,325
             6.10%, 2/25/2002
   5,000,000 Discover Credit Card Trust 1992-B, Class A, 6.80%,               5,024,750
             6/16/2000
   4,000,000 (a)First USA Credit Card Master Trust, 1994-3, Class B,          4,008,720
             5.838%, 12/15/1999
   4,000,000 Household Affinity Credit Card Master Trust 1993-1, Class        3,907,400
             B, 5.30%, 9/15/2000
</TABLE>
    
Federated Short-Term Income Fund
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                     VALUE
 CORPORATE BONDS/ASSET-BACKED SECURITIES -- CONTINUED
             FINANCE - RETAIL -- CONTINUED
<C>          <S>                                                         <C>
 $ 7,000,000 Household Private Label Credit Card Master Trust 1994-1,    $    7,009,170
             Class B, 7.55%, 6/20/2001
   2,800,000 Spiegel Master Trust 1994-B, Class A, 8.15%, 6/15/2004           2,901,276
              Total                                                          30,261,591
             GAS & ELECTRIC UTILITIES -- 2.8%
   1,000,000 Big Rivers Electric Corp., Trust Certificate, 10.70%,            1,071,600
             9/15/2017
   1,750,000 Kansas Electric Power Cooperative, Trust Certificate,            1,872,308
             9.73%, 12/15/2017
   2,000,000 Pennsylvania Power & Light Company, 9.25%, 10/1/2019             2,125,380
   1,300,000 Philadelphia Electric Co., 8.625%, 6/1/2022                      1,349,478
              Total                                                           6,418,766
             GOVERNMENT AGENCY -- 3.9%
   5,000,000 Province of Manitoba, 9.50%, 10/1/2000                           5,418,100
   3,380,000 Swedish Export Credit Corp., 9.875%, 3/15/2038                   3,632,317
              Total                                                           9,050,417
             HOME EQUITY RECEIVABLES -- 6.8%
   1,588,574 AFC Home Equity Loan Trust 1992-3, Class A, 7.05%,               1,584,809
             8/15/2007
   2,928,951 Advanta Home Equity Loan Trust 1992-1, Class A, 7.88%,           2,960,086
             9/25/2008
   4,554,691 CWABS 1996-1, Class A-2, 6.525%, 2/25/2014                       4,501,583
     640,694 GE Capital Home Equity Loan Trust 1991-1, Class A, 7.20%,          637,427
             9/15/2011
   2,684,952 (a)Merril Lynch Home Equity Loan Trust 1991-2, Class B,          2,691,664
             6.313%, 4/15/2006
   3,316,806 (a)Merrill Lynch Home Equity Loan Trust 1993-1, Class B,         3,340,355
             6.50%, 2/15/2003
              Total                                                          15,715,924
             INSURANCE -- 3.4%
   4,000,000 American General Corp., 9.625%, 2/1/2018                         4,340,120
   3,346,000 American Reinsurance Corp., 10.875%, 9/15/2004                   3,568,542
              Total                                                           7,908,662
             MANUFACTURED HOUSING RECEIVABLES -- 6.6%
   3,000,000 Associates Manufactured Housing Certificates 1996-1, Class       2,941,170
             A-2, 6.05%, 6/15/2027
   3,750,000 Associates Manufactured Housing Certificates 1996-1, Class       3,762,675
             A-2, 6.70%, 3/15/2027
   5,691,914 (b)Merrill Lynch Mortgage Investments, Inc. 1991-A, Class        5,688,385
             B, 9.25%, 5/15/2011
   2,508,287 Merrill Lynch Mortgage Investments, Inc. 1991-I, Class A,        2,516,138
             7.65%, 1/15/2012
     373,501 Merrill Lynch Mortgage Investments, Inc. 1992-B, Class B,          382,910
             8.50%, 4/15/2012
              Total                                                          15,291,278
</TABLE>
    
Federated Short-Term Income Fund
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                     VALUE
 CORPORATE BONDS/ASSET-BACKED SECURITIES -- CONTINUED
             RECREATIONAL VEHICLE RECEIVABLES -- 0.4%
<C>          <S>                                                         <C>
 $   961,798 Fleetwood Credit Corp. 1992-A, Class A, 7.10%, 2/15/2007    $      960,173
             TELECOMMUNICATIONS -- 2.3%
   2,000,000 British Telecommunication Finance, PLC, 9.625%, 2/15/2019        2,172,100
   3,000,000 Southwestern Bell Capital Corp., MTN, 8.81%, 12/16/2004          3,168,450
              Total                                                           5,340,550
              TOTAL CORPORATE BONDS/ASSET-BACKED SECURITIES
              (IDENTIFIED COST $155,407,412)                                154,200,035
 MORTGAGE-BACKED SECURITIES -- 26.9%
             COMMERCIAL MORTGAGE BACKED SECURITIES -- 1.8%
   4,000,000 (b)K Mart CMBS Financing, Inc., Series 1997-1, Class C,          4,007,520
             6.075%, 2/1/2007
             GOVERNMENT AGENCY-MORTGAGE-BACKED SECURITIES -- 5.8%
   2,591,980 GNMA Pool 354754, 7.50%, 2/15/2024                               2,574,640
   9,087,285 GNMA Pool 780360, 11.00%, 9/15/2015                             10,186,301
  50,071,857 Vendee Mortgage Trust 1995-1C, Class 3IO, .2925%, 2/15/2025        782,623
              Total                                                          13,543,564
             NON-GOVERNMENT AGENCY-MORTGAGE-BACKED SECURITIES -- 19.3% 5,729,328
   (b)C-BASS ABS, LLC, Series 1997-1, Class A-1, 7.05%, 5,749,037
             2/1/2017
   3,261,641 GE Capital Mortgage Services, Inc., 1995-7, Class A-1,           3,269,925
             7.50%, 9/25/2025
   1,496,100 (a)Glendale Federal Bank 1988-1, Class A, 7.402%,                1,497,970
             11/25/2027
   2,303,347 (a)(b)Greenwich Capital Acceptance 1991-4, Class B-1A,           2,306,940
             8.478%, 7/1/2019
  22,339,211 (a)Greenwich Capital Acceptance 1993-AFCI, Class B-1,            2,297,549
             7.618%, 9/25/2023
   3,264,921 (a)Greenwich Capital Acceptance 1993-LB2, Class A-1, 7.92%,      3,274,096
             8/25/2023
   1,669,486 Greenwich Capital Acceptance 1993-LB3, Class A-1, 7.68%,         1,673,659
             1/25/2024
   7,694,368 (a)Greenwich Capital Acceptance 1994-B, Class A, 7.72%,          7,759,309
             7/1/2018
     466,090 (b)Long Beach Federal Savings Bank 1992-3, Class A, 9.60%,         471,477
             6/15/2022
   2,500,000 Prudential Home Mortgage Securities, Inc., 1992-32, Class        2,503,175
             A-6, 7.50%, 10/25/2022
   5,014,872 Prudential Home Mortgage Securities, Inc., 1992-5, Class         4,960,912
             A-6, 7.50%, 4/25/2007
   4,039,443 Residential Accredit Loans, Inc., 1996-QS8, Class A-3,           3,996,544
             7.05%, 12/25/2026
   2,850,000 Residential Accredit Loans, Inc., 1997-QS2, Class A-3,           2,841,992
             7.25%, 3/31/2027
     194,480 Residential Funding Mortgage Securities, Inc., 1993-S18,           194,354
             Class A-2, 7.50%, 5/25/2023
   2,000,018 (a)Resolution Trust Corp. 1992-12, Class B-3, 7.851%,            1,983,458
             1/25/2025
              Total                                                          44,780,397
              TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST              62,331,481
              $62,306,041)
</TABLE>
    
Federated Short-Term Income Fund
   
<TABLE>
<CAPTION>
  PRINCIPAL
    AMOUNT                                                                     VALUE
 (C)REPURCHASE AGREEMENT -- 6.4%
<C>          <S>                                                         <C>
 $14,860,000 BT Securities Corporation, 5.43%, dated 4/30/1997, due      $   14,860,000
             5/1/1997 (AT AMORTIZED COST)
              TOTAL INVESTMENTS (IDENTIFIED COST $232,573,453)(D)        $   231,391,516
</TABLE>

(a) Denotes  variable rate and floating rate  obligations  for which the current
    rate is shown.

(b) Denotes a restricted  security  which is subject to  restrictions  on resale
    under Federal  Securities  laws. At the end of the period,  these securities
    amounted to $21,139,929, which represents 9.1% of net assets.

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

(d) The cost of investments  for federal tax purposes  amounts to  $232,573,453.
    The net  unrealized  depreciation  of  investments  on a  federal  tax basis
    amounts to  $1,181,937  which is  comprised  of  $795,349  appreciation  and
    $1,977,286 depreciation at April 30, 1997.

Note: The categories of investments are shown as a percentage of net assets
      ($232,023,577) at April 30, 1997.

The following acronyms are used throughout this portfolio:

FRN  -- Floating Rate Note
GNMA -- Government National Mortgage Association
LLC  -- Limited Liability Company
MTN  -- Medium Term Note
PLC  -- Public Limited Corporation

(See Notes which are an integral part of the Financial Statements)
    
                    STATEMENT OF ASSETS AND LIABILITIES
   
                      FEDERATED SHORT-TERM INCOME FUND
                               APRIL 30, 1997
<TABLE>
<S>                                                                      <C>         <C>
 ASSETS:
 Total investments in securities, at value (identified and tax cost                   $ 231,391,516
 $232,573,453)
 Income receivable                                                                        1,732,136
 Receivable for investments sold                                                            118,827
 Receivable for shares sold                                                                 424,844
    Total assets                                                                      $ 233,667,323
 LIABILITIES:
 Payable for shares redeemed                                              $   214,460
 Income distribution payable                                                1,147,753
 Payable to the Bank                                                          251,955
 Accrued expenses                                                              29,578
    Total liabilities                                                                     1,643,746
 NET ASSETS for 26,717,976 shares outstanding                                         $ 232,023,577
 NET ASSETS CONSIST OF:
 Paid-in capital                                                                      $ 258,040,526
 Net unrealized depreciation of investments                                             (1,181,937)
 Accumulated net realized loss on investments                                          (24,605,883)
 Distributions in excess of net investment income                                         (229,129)
    Total Net Assets                                                                  $ 232,023,577
 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
 INSTITUTIONAL SHARES:
 $214,437,974 / 24,692,959 shares outstanding                                                 $8.68
 INSTITUTIONAL SERVICE SHARES:
 $17,585,603 / 2,025,017 shares outstanding                                                   $8.68
</TABLE>

(See Notes which are an integral part of the Financial Statements)
    
                          STATEMENT OF OPERATIONS
   
                      FEDERATED SHORT-TERM INCOME FUND
                         YEAR ENDED APRIL 30, 1997
<TABLE>
<S>                                                        <C>           <C>           <C>
 INVESTMENT INCOME:
 Interest                                                                               $16,204,039
 EXPENSES:
 Investment advisory fee                                                 $ 957,140
 Administrative personnel and services fee                                 180,791
 Custodian fees                                                             36,965
 Transfer and dividend disbursing agent fees and expenses                   64,903
 Directors'/Trustees' fees                                                   7,903
 Auditing fees                                                              17,478
 Legal fees                                                                  3,997
 Portfolio accounting fees                                                  86,082
 Distribution services fee -- Institutional Service Shares                  40,701
 Shareholder services fee -- Institutional Shares                          557,524
 Shareholder services fee -- Institutional Service Shares                   40,704
 Share registration costs                                                   28,724
 Printing and postage                                                       23,097
 Insurance premiums                                                          4,859
 Taxes                                                                       3,697
 Miscellaneous                                                               7,592
     Total expenses                                                      2,062,157
 Waivers --
     Waiver of investment advisory fee                       $  (72,703)
     Waiver of distribution services fee -- Institutional       (39,073)
     Service Shares
     Waiver of shareholder services fee -- Institutional       (557,524)
     Shares
     Waiver of shareholder services fee -- Institutional         (1,628)
     Service Shares
         Total waivers                                                    (670,928)
                  Net expenses                                                            1,391,229
                   Net investment income                                                 14,812,810
 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized loss on investments                                                         (629,217)
 Net change in unrealized depreciation of investments                                       928,955
     Net realized and unrealized gain on investments                                        299,738
         Change in net assets resulting from operations                                 $15,112,548
</TABLE>

(See Notes which are an integral part of the Financial Statements)
    
                     STATEMENT OF CHANGES IN NET ASSETS

                      FEDERATED SHORT-TERM INCOME FUND
   
<TABLE>
<CAPTION>
                              YEAR ENDED APRIL 30,
                                                                      1997                  1996
<S>                                                              <C>                  <C>
 INCREASE (DECREASE) IN NET ASSETS:
 OPERATIONS --
 Net investment income                                            $  14,812,810         $  14,529,558
 Net realized gain (loss) on investments ($1,566,031 net
 loss and $10,784,773 net loss,
 respectively, as computed for federal tax purposes)                   (629,217)           (2,061,785)
 Net change in unrealized appreciation/depreciation                     928,955             4,045,498
  Change in net assets resulting from operations                     15,112,548            16,513,271
 DISTRIBUTIONS TO SHAREHOLDERS --
 Distributions from net investment income
  Institutional Shares                                              (13,841,711)          (13,302,550)
  Institutional Service Shares                                         (971,099)           (1,227,008)
 Distributions in excess of net investment income
  Institutional Shares                                                 (229,129)                 --
   Change in net assets resulting from distributions to             (15,041,939)          (14,529,558)
   shareholders
 SHARE TRANSACTIONS --
 Proceeds from sale of shares                                       139,918,706           109,565,191
 Net asset value of shares issued to shareholders in                  3,262,307             2,706,717
 payment of distributions declared
 Cost of shares redeemed                                           (144,248,869)         (117,974,583)
  Change in net assets resulting from share transactions             (1,067,856)           (5,702,675)
   Change in net assets                                                (997,247)           (3,718,962)
 NET ASSETS:
 Beginning of period                                                233,020,824           236,739,786
 End of period                                                    $ 232,023,577         $ 233,020,824
</TABLE>

(See Notes which are an integral part of the Financial Statements)
    
                       NOTES TO FINANCIAL STATEMENTS

                      FEDERATED SHORT-TERM INCOME FUND

ORGANIZATION

Federated  Income  Securities  Trust  (the  "Trust")  is  registered  under  the
Investment  Company  Act  of  1940,  as  amended  (the  "Act")  as an  open-end,
management investment company. The Trust consists of two diversified portfolios.
The financial  statements included herein are only those of Federated Short-Term
Income Fund (the "Fund"), a diversified  portfolio.  The financial statements of
the other portfolio are presented  separately.  The assets of each portfolio are
segregated  and a  shareholder's  interest is limited to the  portfolio in which
shares  are held.  The  investment  objective  of the Fund is to seek to provide
current income. The Fund offers two classes of shares:  Institutional Shares and
Institutional Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

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

INVESTMENT VALUATIONS

U.S.  government  securities,  listed  corporate  bonds,  other fixed income and
asset-backed  securities,  unlisted securities and private placement  securities
are generally  valued at the mean of the latest bid and asked price as furnished
by an  independent  pricing  service.  Short-term  securities  are valued at the
prices  provided  by  an  independent  pricing  service.   However,   short-term
securities  with  remaining  maturities  of  sixty  days or less at the  time of
purchase may be valued at amortized cost, which approximates fair market value.

REPURCHASE AGREEMENTS

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

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

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

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

Income and capital gain  distributions  are determined in accordance with income
tax regulations which may differ from generally accepted accounting  principles.
These differences are primarily due to differing treatments for expiring capital
loss  carryforwards.  The  following  reclassifications  have  been  made to the
financial statements.

        INCREASE (DECREASE)
                      ACCUMULATED
PAID-IN CAPITAL    NET REALIZED LOSS
 ($3,077,752)        $3,077,752

Net  investment  income,  net  realized  gains/losses,  and net assets  were not
affected by this reclassification.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code  applicable to
regulated  investment  companies  and to distribute  to  shareholders  each year
substantially all of its income.  Accordingly, no provisions for federal tax are
necessary.

At April 30,  1997,  the Fund,  for federal  tax  purposes,  had a capital  loss
carryforward of $24,147,796, which will reduce the Fund's taxable income arising
from future net realized gain on investments, if any, to the extent permitted by
the Code, and thus will reduce the amount of the  distributions  to shareholders
which would  otherwise  be necessary  to relieve the Fund of any  liability  for
federal tax. Pursuant to the Code, such capital loss carryforward will expire as
follows:

 EXPIRATION YEAR    EXPIRATION AMOUNT
      1998             $   316,627
      1999               1,132,354
      2000               4,105,766
      2002                 669,532
      2003               5,572,713
      2004              10,784,773
      2005               1,566,031

Additionally,   net  capital  losses  of  $458,087   attributable   to  security
transactions incurred after October 31, 1996 are treated as arising on the first
day of the Fund's next taxable year.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

RESTRICTED SECURITIES

Restricted  securities are securities that may only be resold upon  registration
under federal securities laws or in transactions  exempt from such registration.
In some cases,  the issuer of restricted  securities has agreed to register such
securities for resale, at the issuer's expense either upon demand by the Fund or
in  connection  with  another  registered  offering  of  the  securities.   Many
restricted  securities  may be resold in the  secondary  market in  transactions
exempt from  registration.  Such  restricted  securities may be determined to be
liquid under criteria  established  by the Board of Trustees.  The Fund will not
incur any registration costs upon such resales. The Fund's restricted securities
are valued at the price  provided by dealers in the  secondary  market or, if no
market  prices  are  available,  at the fair value as  determined  by the Fund's
pricing committee.

Additional  information on each restricted security held at April 30, 1997 is as
follows:

<TABLE>
<CAPTION>
                                                              ACQUISITION   ACQUISITION
 SECURITY                                                        DATE           COST
<S>                                                          <C>           <C>
 Banco Nacional de Mexico, 1996-A                              1/9/1997     $ 2,935,781
 Merrill Lynch Mortgage Investments, Inc., 1991-A, Class B    11/23/1994      5,781,739
 K Mart CMBS Financing, Inc., Series 1997-1                    2/27/1997      4,000,000
 C-BASS ABS, LLC, Series 1997-1                                2/25/1997      5,752,603
 Greenwich Capital Acceptance 1991-4, Class B-1A               1/7/1993       2,338,480
 Long Beach Federal Savings Bank Series 1992-3, Class A        6/29/1992        717,099
</TABLE>

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST

The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full and fractional  shares of beneficial  interest (without par value) for each
class of shares.

Transactions in shares were as follows:
   
<TABLE>
<CAPTION>
                                                           YEAR ENDED APRIL 30,
                                             1997                                1996
 INSTITUTIONAL SHARES              SHARES              AMOUNT          SHARES              AMOUNT
<S>                            <C>              <C>                <C>              <C>
 Shares sold                     15,252,983      $  132,739,529      10,873,366      $   95,413,085
 Shares issued to                   321,221           2,792,262         238,773           2,094,178
 shareholders in payment
 of distributions
 declared
 Shares redeemed                (15,832,329)       (137,838,962)    (11,665,688)       (102,282,720)
  Net change resulting             (258,125)     $   (2,307,171)       (553,549)     $   (4,775,457)
  from Institutional
  Shares transactions
<CAPTION>
                                                           YEAR ENDED APRIL 30,
                                             1997                                1996
 INSTITUTIONAL SERVICE             SHARES              AMOUNT          SHARES              AMOUNT
 SHARES
<S>                            <C>              <C>                <C>              <C>
 Shares sold                        825,563       $   7,179,177       1,615,112       $  14,152,106
 Shares issued to                    54,067             470,045          69,892             612,539
 shareholders in payment
 of distributions
 declared
 Shares redeemed                   (736,958)         (6,409,907)     (1,787,163)        (15,691,863)
  Net change resulting
  from Institutional
  Service Shares
  transactions                      142,672       $   1,239,315        (102,159)      $    (927,218)
   Net change resulting            (115,453)      $  (1,067,856)       (655,708)      $  (5,702,675)
   from Fund share
   transactions
</TABLE>
    
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management,  the Fund's investment adviser, (the "Adviser"),  receives
for its services an annual investment  advisory fee equal to 0.40% of the Fund's
average  daily net  assets.  The  Adviser  may  voluntarily  choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated  Services  Company  ("FServ"),   under  the  Administrative   Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds  advised by  subsidiaries  of  Federated  Investors  for the  period.  The
administrative  fee received  during the period of the  Administrative  Services
Agreement  shall  be at  least  $125,000  per  portfolio  and  $30,000  per each
additional class of shares.

DISTRIBUTION SERVICES FEE

The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule 12b-1
under the Act. Under the terms of the Plan, the Fund will  compensate  Federated
Securities Corp. ("FSC"), the principal distributor,  from the net assets of the
Fund to  finance  activities  intended  to  result  in the  sale  of the  Fund's
Institutional  Service  Shares.  The Plan  provides  that  the  Fund  may  incur
distribution expenses up to 0.25% of the average daily net assets of Instutional
Service Shares  annually,  to compensate  FSC. The  distributor  may voluntarily
choose to waive any portion of its fee. The  distributor can modify or terminate
this voluntary waiver at any time at its sole discretion.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder  Services Agreement with Federated  Shareholder
Services ("FSS"),  the Fund will pay FSS up to 0.25% of daily average net assets
of the  Fund  shares  for the  period.  The fee  paid to FSS is used to  finance
certain services for shareholders and to maintain shareholder accounts.  FSS may
voluntarily  choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT FEES

FServ, through its subsidiary,  Federated  Shareholder Services Company ("FSSC")
serves as transfer and dividend  disbursing  agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

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

GENERAL

Certain of the Officers  and Trustees of the Fund are Officers and  Directors or
Trustees of the above companies.

INVESTMENT TRANSACTIONS

Purchases and sales of investments,  excluding  short-term  securities,  for the
period ended April 30, 1997, were as follows:

PURCHASES    $125,993,771
SALES        $130,814,892

             REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
   
To the Trustees and Shareholders of
FEDERATED  SHORT-TERM  INCOME FUND (a portfolio of Federated  Income  Securities
Trust):

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of Federated  Short-Term  Income Fund (one of the
portfolios  comprising Federated Income Securities Trust), as of April 30, 1997,
and the related  statement of operations for the year then ended,  the statement
of changes in net assets for each of the two years in the period  then ended and
the financial  highlights (see page 2 and 17 of this prospectus) for the periods
presented.   These  financial   statements  and  financial  highlights  are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of April
30, 1997,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Federated  Short-Term  Income Fund, a portfolio of Federated  Income  Securities
Trust, at April 30, 1997, the results of its operations for the year then ended,
the  changes  in its net  assets  for each of the two years in the  period  then
ended, and financial  highlights for the periods  presented,  in conformity with
generally accepted accounting principles.

                                ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
June 13, 1997
    
[Graphic]Federated Investors

Federated Short-Term Income Fund
   
(A Portfolio of Federated Income Securities Trust)

Institutional Shares

PROSPECTUS
JUNE 30, 1997
    
A Diversified Portfolio of Federated Income Securities Trust, an Open-End,
Management Investment Company

FEDERATED SHORT-TERM INCOME FUND
Institutional Shares
Federated Investors Tower
Pittsburgh, PA 15222-3779

DISTRIBUTOR
Federated Securites 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 Federated Investors Tower Pittsburgh, PA 15222-3779

INDEPENDENT AUDITORS
Ernst & Young LLP
One Oxford Centre
Pittsburgh, PA 15219
   
Federated Securities Corp., Distributor
Cusip 31420C209
1111903A-IS (6/97)[Graphic]
    


Federated Short-Term Income Fund

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

PROSPECTUS

The  Institutional  Service  Shares of  Federated  Short-Term  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 seek to provide current income.

THE SHARES OFFERED BY THIS  PROSPECTUS  ARE NOT DEPOSITS NOR  OBLIGATIONS OF ANY
BANK,  ARE NOT ENDORSED NOR  GUARANTEED BY ANY BANK,  AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT  AGENCY.  INVESTMENT  IN  THESE  SHARES  INVOLVES  INVESTMENT  RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

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

Prospectus dated June 30, 1997
    

                             TABLE OF CONTENTS
   
 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
  Portfolio Turnover                                 11
  Investment Limitations                             11
 Trust Information                                   12
  Management of the Trust                            12
  Distribution of Institutional Service Shares       13
  Administration of the Fund                         13
 Net Asset Value                                     14
 Investing in Institutional Service Shares           14
  Share Purchases                                    14
  Exchange Privilege                                 14
  Minimum Investment Required                        14
  What Shares Cost                                   14
  Certificates and Confirmations                     15
  Dividends                                          15
  Capital Gains                                      15
 Redeeming Institutional Service Shares              15
  Telephone Redemption                               15
  Redeeming Shares by Mail                           15
  Accounts with Low Balances                         16
 Shareholder Information                             16
  Voting Rights                                      16
 Tax Information                                     16
  Federal Income Tax                                 16
  State and Local Taxes                              16
 Performance Information                             16
 Other Classes of Shares                             17
 Financial Highlights -- Institutional Shares        18
 Financial Statements                                19
 Report of Ernst & Young LLP, Independent Auditors   30
    
   
                          SUMMARY OF FUND EXPENSES
                        INSTITUTIONAL SERVICE SHARES

<TABLE>
<CAPTION>                      SHAREHOLDER TRANSACTION EXPENSES

<S>                                                                              <C> 
Maximum  Sales Charge  Imposed on Purchases (as a percentage of offering
 None  price)  Maximum  Sales  Charge  Imposed  on  Reinvested  Dividends  (as a
 percentage  None of offering  price)  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

</TABLE>


<TABLE>
<CAPTION>

                         ANNUAL OPERATING EXPENSES
                  (As a percentage of average net assets)

<S>                                                            <C>             <C>
 Management Fee (after waiver)(1)                                                0.37%
 12b-1 Fee (after waiver)(2)                                                     0.01%
  Shareholder Services Fee (after waiver)(3)                    0.24%
 Total Other Expenses                                                            0.43%
  Total Operating Expenses (after waivers)(4)                                    0.81%
</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
    0.40%.

(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 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 1.09%  absent the  voluntary
waivers of  portions  of the  management  fee,  12b-1 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  Institutional  Service  Shares of the
Fund 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.

1 Year     $  8
3 Years    $ 26
5 Years    $ 45
10 Years   $100

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)

Reference  is made to the Report of Ernst & Young LLP,  Independent  Auditors on
page 30.

<TABLE>
<CAPTION>
                                                                    YEAR ENDED APRIL 30,
                                                  1997      1996     1995     1994       1993    1992(A)
<S>                                           <C>       <C>       <C>       <C>       <C>          <C>
 NET ASSET VALUE, BEGINNING OF PERIOD      $8.68    $ 8.61    $ 8.85    $ 9.17    $ 8.98    $ 9.08
 INCOME FROM INVESTMENT OPERATIONS
  Net investment income                           0.53      0.54      0.52      0.48      0.52      0.15
  Net realized and unrealized gain (loss) on       --       0.07     (0.24)    (0.32)     0.19     (0.10)
  investments
  Total from investment operations                0.53      0.61      0.28      0.16      0.71      0.05
 LESS DISTRIBUTIONS
  Distributions from net investment income       (0.53)    (0.54)    (0.52)    (0.48)    (0.52)    (0.15)
 NET ASSET VALUE, END OF PERIOD                  $8.68    $ 8.68    $ 8.61    $ 8.85    $ 9.17    $ 8.98

 TOTAL RETURN(B)                                 6.27%      7.25%     3.29%     1.78%     8.12%     0.69%
 RATIOS TO AVERAGE NET ASSETS
  Expenses                                       0.81%      0.81%     0.81%     0.81%     0.76%     0.78%*
  Net investment income                          5.96%      6.17%     5.90%     5.30%     5.82%     6.37%*
  Expense waiver/reimbursement(c)                0.28%      0.29%     0.27%     0.13%     0.45%     0.98%*
 SUPPLEMENTAL DATA
  Net assets, end of period (000 omitted)      $17,586   $16,346   $17,091   $39,649   $15,673      $778
  Portfolio turnover                               55%        77%       38%       44%       62%      114%
</TABLE>
    
* Computed on an annualized basis.

(a) Reflects  operations  for the period from  January 21, 1992 (date of initial
    public investment) to April 30, 1992.

(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.

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

                            GENERAL INFORMATION

The Trust 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  separate  series of  shares of  beneficial  interest
representing  interests in separate portfolios of securities.  The shares in any
one portfolio may be offered in separate classes.  With respect to this Fund, as
of  the  date  of  this  prospectus  the  Board  of  Trustees  ("Trustees")  has
established   two   classes  of  shares,   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 seek to provide current income. This
investment  objective  cannot be  changed  without  the  approval  of the Fund's
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  will  invest  primarily  in a  diversified  portfolio  of  short  and
medium-term  high grade debt  securities.  The Fund may also invest in long-term
high grade debt securities to the extent consistent with its policies  regarding
the  Fund's  average  dollar-weighted  portfolio  maturity  and  duration.  This
investment  policy may not be changed  without the prior  approval of the Fund's
shareholders.   Unless  indicated  otherwise,   the  other  investment  policies
described in this prospectus may be changed by the Trustees without the approval
of the Fund's  shareholders.  Shareholders  will be notified before any material
changes in these policies become effective.

ACCEPTABLE INVESTMENTS
   
The high grade debt  securities  in which the Fund  invests  include  medium and
long-term  instruments  rated by one or more nationally  recognized  statistical
rating organizations  ("NRSROs") in one of their three highest rating categories
(e.g., AAA, AA or A by Standard & Poor's Ratings Group ("S&P"),  Fitch Investors
Service, Inc. ("Fitch"), or Duff & Phelps Rating Service ("Duff and Phelps"), or
Aaa, Aa or A by Moody's  Investors  Service,  Inc.  ("Moody's"))  and short-term
instruments  rated by one or more NRSROs in one of their two highest  categories
(e.g.,  A-1 or A-2 by S&P,  Prime-1  or  Prime-2  by  Moody's,  or F-1 or F-2 by
Fitch).  Although  the Fund may  invest  in  unrated  debt  securities  that are
determined  by the  Fund's  investment  adviser to be of  comparable  quality to
instruments having such ratings,  as a matter of operating policy, the Fund will
invest only in rated  securities.  Downgraded  securities will be evaluated on a
case by case basis by the adviser. The adviser will determine whether or not the
security continues to be an acceptable investment.  If not, the security will be
sold. Acceptable  investments currently include the following:       * corporate
debt obligations, including medium-term notes and variable rate
  demand notes;

* asset-backed securities;
   
* commercial paper (including Canadian Commercial Paper ("CCP") and
  Europaper);
    
* certificates  of  deposit,  demand and time  deposits,  bankers'  acceptances,
  deposit  notes and other  instruments  of domestic and foreign banks and other
  deposit institutions ("Bank Instruments");

* medium and short-term credit facilities, including demand notes and
  participations in revolving credit facilities;

* interest rate swaps, caps and floors;

* auction rate securities (see below);

* obligations issued or guaranteed as to payment of principal and interest
by the U.S. government or one of its agencies or instrumentalities
("Government Securities"); and

* other money market instruments.

The Fund invests only in instruments denominated and payable in U.S.
dollars.

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."

ASSET-BACKED SECURITIES
   
Asset-backed  securities  are created by the  grouping of certain  governmental,
government-related,  private  loans,  receivables  or 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-backed 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. Prepayments 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 asset-backed 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  asset-backed  securities  were purchased at a market premium over their
stated principal amount.  Conversely,  the prepayment of asset-backed 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 provided 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 invests 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.

  The following  example  illustrates how mortgage cash flows are prioritized in
  the case of CMOs.  Most of the CMOs in  which  the Fund  invests  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.
   
  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
  London Interbank Offered Rate ("LIBOR"), the prime rate of a specific bank, or
  commercial paper rates.  Some indices,  such as the one-year constant maturity
  Treasury Note rate,  closely  mirror  changes in market  interest rate levels.
  Others tend to lag  changes in market  rate  levels and tend to 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 CMO's 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  invests will  frequently  have caps and floors which limit the
  maximum amount by which the loan rate to the  residential  borrower may change
  up or down: (1) per reset or adjustment  interval and (2) over the life of the
  loan.  Some  residential  mortgage  loans  restrict  periodic  adjustments  by
  limiting  changes in the borrower's  monthly  principal and interest  payments
  rather than limiting  interest rate changes.  These payment caps may result in
  negative amortization.

  The value of mortgage  securities in which the Fund 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  nongovernmental  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 the Bank
Insurance Fund or the Savings  Association  Insurance Fund. Bank Instruments may
include  Eurodollar  Certificates of Deposit  ("ECDs"),  Yankee  Certificates of
Deposit ("Yankee CDs") and Eurodollar Time Deposits ("ETDs").

FOREIGN INVESTMENTS
   
ECDs,  ETDs,  Yankee CDs, CCP 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  in the flow of  international  currency  transactions.
Different risks may also exist for ECDs,  ETDs, and Yankee CDs because the banks
issuing  these  instruments,  or their  domestic  or foreign  branches,  are not
necessarily  subject to the same regulatory  requirements that apply to domestic
banks, such as reserve requirements, loan limitations, examinations, accounting,
auditing, and recordkeeping,  and the public availability of information.  These
factors  will  be  carefully  considered  by the  Fund's  adviser  in  selecting
investments for the Fund.
    
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.

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.      AUCTION RATE SECURITIES     The Fund may invest in auction
rate municipal securities and auction rate preferred  securities  (collectively,
"auction rate  securities").  Provided that the auction mechanism is successful,
auction rate  securities  usually permit the holder to sell the securities in an
auction at par value at specified  intervals.  The interest  rate or dividend is
reset by  "Dutch"  auction in which  bids are made by  broker/dealers  and other
institutions  for a certain  amount of securities at a specified  minimum yield.
The interest rate or dividend rate set by the auction is the lowest  interest or
dividend rate that covers all securities offered for sale. While this process is
designed to permit auction rate  securities to be traded at par value,  there is
some  risk  that  an  auction  will  fail  due to  insufficient  demand  for the
securities.  If so, the securities may become illiquid and subject to the Fund's
15%  limitation  on illiquid  securities.       AVERAGE  PORTFOLIO  MATURITY AND
DURATION      Although the Fund will not maintain a stable NAV, the adviser will
seek to limit, to the extent consistent with the Fund's investment  objective of
current income,  the magnitude of fluctuations in the Fund's NAV by limiting the
dollar-weighted   average  maturity  and  duration  of  the  Fund's   portfolio.
Securities  with shorter  maturities and durations  generally have less volatile
prices  than  securities  of  comparable   quality  with  longer  maturities  or
durations. The Fund should be expected to maintain a higher average maturity and
duration during periods of lower expected market volatility, and a lower average
maturity and duration during periods of higher expected  market  volatility.  In
any event,  the Fund's  dollar-weighted  average  maturity will not exceed three
years,  and its  dollar-weighted  average  duration will not exceed three years.
      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.

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.

RESTRICTED AND ILLIQUID SECURITIES

The Fund intends to invest in  restricted  and illiquid  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,  and repurchase agreements
providing for settlement in more than seven days after notice, to 15% 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.

REPURCHASE AGREEMENTS

Certain  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  in which  the Fund may  invest to the Fund and
agree at the time of sale to repurchase  them at a mutually agreed upon time and
price.

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.

During the period any reverse repurchase agreements are outstanding, but only to
the extent necessary to assure completion of the reverse repurchase  agreements,
the Fund will  restrict the purchase of  portfolio  instruments  to money market
instruments  maturing on or before the expiration date of the reverse repurchase
agreements.  This policy may not be changed  without the  approval of the Fund's
shareholders.

LENDING OF PORTFOLIO SECURITIES

In order to generate  additional income, the Fund may lend portfolio  securities
on a short-term or 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 limit the amount of portfolio  securities it may lend
to not more than  one-third of its total  assets.  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 and will receive  collateral equal to at least 100% of the value
of the securities loaned. This policy may not be changed without the approval of
the Fund's shareholders.     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 will limit its purchase of
securities on a when-issued or delayed delivery basis to no more than 20% of the
value of its total assets.  This policy may not be changed  without the approval
of the Fund's  shareholders.       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  securites 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.      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:

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

* to take advantage of new investment opportunities;

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

* to try to preserve gains or limit losses.

Any  such  trading  would  increase  the  Fund's  portfolio   turnover  and  its
transaction  costs.  However,  the  Fund  will  not  attempt  to set or meet any
arbitrary turnover rate since turnover is incidental to transactions  considered
necessary to achieve the Fund's investment objective.

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 10% of the value of
its total assets to secure such borrowings;

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

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

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

* 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.  For these  purposes the Fund takes all common  stock and all  preferred
stock of an issuer each as a single  class,  regardless of  priorities,  series,
designations, or other differences.

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 0.40%
  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 at 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.

  Randall S. Bauer has been the Fund's portfolio manager since October 1995.
  Mr. Bauer joined Federated Investors in 1989 and has been a Vice President
  of the Fund's investment adviser since 1994. Mr. Bauer was an Assistant Vice
  President of the Fund's investment adviser from 1989 to 1993. Mr. Bauer is a
  Chartered Financial Analyst and received his M.B.A. in Finance from The
  Pennsylvania State University.

  Robert K. Kinsey will be a portfolio manager of the Fund effective July
  1997. Mr. Kinsey joined Federated in 1995 as a Vice President of a Federated
  advisory subsidiary. He has been a Vice President of the Fund's adviser
  since March 1997. From 1992 to 1995, he served as a Portfolio Manager for
  Harris Investment Management Co., Inc. Mr. Kinsey received his M.B.A. in
  Finance from U.C.L.A.
    
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  net  assets  of  the  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  except as  described  above.  Therefore,  the Fund does not pay for
unreimbursed  expenses of the  distributor,  including  amounts  expended by the
distributor  in  excess  of  amounts  received  by it from the  Fund,  interest,
carrying or other financing  charges in connection with excess amounts expended,
or the distributor's overhead expenses.  However, the distributor may be able to
recover such amount or may earn a profit from future  payments  made by the Fund
under the Plan.      In  addition,  the Trust  has  entered  into a  Shareholder
Services  Agreement  with  Federated   Shareholder  Services,  a  subsidiary  of
Federated  Investors,  under which the Fund 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
Distribution Plan and 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:

    MAXIMUM
  ADMINISTRATIVE          AVERAGE AGGREGATE
       FEE                DAILY NET ASSETS
     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

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. 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,  MA; Attention:  EDGEWIRE;  For Credit to: Federated
Short-Term 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; and 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
Short-Term Income Fund -- Institutional Service 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.      EXCHANGE PRIVILEGE

Financial   institutions   that  maintain  master  accounts  with  an  aggregate
investment  of at least  $400  million  in certain  funds  which are  advised or
distributed  by affiliates of Federated  Investors may exchange their shares for
Institutional Shares of the Trust.

MINIMUM INVESTMENT REQUIRED

The minimum  initial  investment in the Fund is $25,000 plus any  non-affiliated
bank or broker'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 non-affiliated bank or
broker 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
non-affiliated  bank or broker may be charged an additional  service fee by that
bank or broker.

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.
    
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.
    
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  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 name; 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 signatures on written  redemption  requests
guaranteed by a commercial or savings bank, trust company or savings association
whose  deposits  are insured by an  organization  which is  administered  by the
Federal  Deposit  Insurance  Corporation;  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 of May 9, 1997,  Trust Company of St.  Joseph,
St.  Joseph,   MO,  owned  39.35%  of  the  voting   securities  of  the  Fund's
Institutional  Service Shares,  and,  therefore,  may, for certain purposes,  be
deemed to control the Fund and be able to affect the outcome of certain  matters
presented for a vote of shareholders.
    
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  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.

STATE AND LOCAL TAXES
   
In the opinion of Houston, Donnelly and Meck, counsel to the 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.
    

   
                FINANCIAL HIGHLIGHTS -- INSTITUTIONAL SHARES

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

Reference is made to the Report of Ernst & Young LLP, Independent  Auditors,  on
page 30.

<TABLE>
<CAPTION>
                              YEAR ENDED APRIL 30,
                                1997      1996       1995      1994       1993     1992(A)     1991     1990      1989      1988
<S>                        <C>         <C>       <C>        <C>        <C>        <C>       <C>       <C>       <C>      <C>
 NET ASSET VALUE,  $ 8.68     $ 8.61   $ 8.85   $ 9.17   $ 8.98  $ 9.07   $ 9.16    $ 9.41    $ 9.56   $ 9.98
 BEGINNING OF PERIOD
 INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income   0.54       0.57       0.54       0.51       0.58      0.60      0.83      0.93      0.94    0.94
 Net realized and
 unrealized gain
 (loss) on investments     0.01    0.07    (0.24)     (0.32)      0.16     (0.07)    (0.08)    (0.25)    (0.15)   (0.42)
 Total from investment   0.55       0.64       0.30       0.19       0.74      0.53      0.75      0.68      0.79     0.52
 operations
 LESS DISTRIBUTIONS
 Distributions from net
 investment income    (0.54)    (0.57)   (0.54)     (0.51)     (0.55)    (0.60)    (0.83)    (0.93)    (0.94)   (0.94)
 Distributions in excess
 of net
 investment income(b)          (0.01)       --        --        --          --       (0.02)    (0.01)    --          --       --
 Total distributions   (0.55)   (0.57)     (0.54)     (0.51)     (0.55)    (0.62)    (0.84)    (0.93)    (0.94)   (0.94)
 NET ASSET VALUE, END OF       $ 8.68    $ 8.68     $ 8.61     $ 8.85     $ 9.17    $ 8.98    $ 9.07    $ 9.16    $ 9.41   $ 9.56
 PERIOD
 TOTAL RETURN(C)   6.53%   7.51%   3.55%   2.04%   8.39%  5.94%   8.80%  7.52%   8.69%    5.43%
 RATIOS TO AVERAGE
 NET ASSETS
 Expenses   0.56%   0.56%      0.56%      0.56%      0.51%     0.53%     0.52%     0.52%     0.51%    0.50%
 Net investment income   6.21%    6.43%   6.22%   5.55%   6.07%  6.71%  9.33%  9.95%  9.90% 9.59%
 Expense     0.28%    0.29%      0.03%      0.08%      0.45%     0.98%     0.92%     0.75%     0.76%    0.59%
 waiver/reimbursement(d)
 SUPPLEMENTAL DATA
 Net assets, end of
 period
 (000 omitted)              $214,438   $216,675   $219,649   $353,106   $144,129   $36,047   $47,223   $65,429   $69,904  $90,581
 Portfolio turnover   55%    77%     38%     44%        62%      114%       23%       34%       38%      77%
</TABLE>

(a) On December 31, 1991, the shareholders  approved a change in the fundamental
    investment policies which state that the Fund will be invested in high-grade
    as opposed  to  lower-rated  debt  securities,  and as a result,  investment
    income per share is lower.

(b) Distributions  in excess of net investment  income for the years ended April
    30,  1997,  1992 and 1991,  were a result  of  certain  book and tax  timing
    differences.  These  distributions did not represent a return of capital for
    federal  income tax  purposes  for the year ended April 30,  1997,  1992 and
    1991.

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

(d) This  voluntary  expense  decrease is  reflected in both the expense and net
    investment income ratios shown above.
    
(See Notes which are an integral part of the Financial Statements)

   
                          PORTFOLIO OF INVESTMENTS
                      FEDERATED SHORT-TERM INCOME FUND
                               APRIL 30, 1997
<TABLE>
<CAPTION>
   PRINCIPAL
     AMOUNT                                                                                 VALUE
<C>          <S>                                                                    <C>
 CORPORATE BONDS/ASSET-BACKED SECURITIES -- 66.4%
              AUTOMOTIVE -- 15.2%
 $  2,212,633 Chevy Chase Auto Trust 1995-1, Class A, 6.00%, 12/15/2001               $    2,217,147
    1,300,000 Chrysler Corp., 10.95%, 8/1/2017                                             1,388,920
    1,348,132 Daimler-Benz Auto Grantor Trust 1995-A, Class A, 5.85%, 5/15/2002            1,347,862
    3,000,000 Ford Motor Credit Corp., MTN, 5.83%, 6/29/1998                               2,984,805
    3,773,437 Honda Auto Receivables Grantor Trust 1995-A, Class A, 6.20%,                 3,766,457
              12/15/2000
    6,000,000 Navistar Dealer Note Trust 1990-A, Class A-3, Floating Rate Pass Thru
              Certificate,
              6.548%, 1/25/2003                                                            6,082,800
    1,946,028 Navistar Financial Owner Trust 1995-A, Class B, 6.85%, 11/20/2001            1,953,384
    4,860,885 Olympic Auto Receivables Trust 1995-B, Class A-2, 7.35%, 10/15/2001          4,910,369
    5,000,000 Olympic Auto Receivables Trust 1996-C, Class A-5, 7.00%, 3/15/2004           5,047,350
    3,000,000 Premier Auto Trust 1995-3, Class B, 6.25%, 8/6/2001                          2,958,030
    2,655,000 (a)World Omni Auto Lease Securitization Trust 1996-A, Class A-1,             2,662,062
              6.30%, 6/25/2002
               Total                                                                      35,319,186
              BANKING -- 9.9%
    3,000,000 (b)Banco Nacional de Mexico S.A., Credit Card Merchant Voucher
              Receivables Master Trust
              1996-A, Class A-1, 6.25%, 12/1/2003                                          2,916,570
    3,000,000 (a)BankAmerica Corp., FRN, 5.50%, 6/25/2003                                  2,921,250
    2,083,333 Chase Manhattan Credit Card Master Trust 1992-1, Class A, 7.40%,             2,088,708
              5/15/2000
    2,000,000 Chemical Master Credit Card Trust 1995-3, Class A, 6.23%, 4/15/2005          1,952,540
    5,000,000 (a)Citicorp Sub., FRN, 5.538%, 10/25/2005                                    4,924,250
    1,000,000 (a)J.P. Morgan & Co., Inc., FRN, 5.379%, 8/19/2002                             979,400
    3,000,000 Standard Credit Card Master Trust 1994-4, Class A, 8.25%, 11/7/2003          3,151,620
    4,000,000 Toronto-Dominion Bank, Sub. Note, 7.875%, 8/15/2004                          4,077,200
               Total                                                                      23,011,538
              FINANCE - COMMERICIAL -- 2.1%
    5,000,000 CSXT Trade Receivables Master Trust 1993-1, Class A, 5.05%, 9/25/1999        4,921,950
              FINANCE - RETAIL -- 13.0%
    5,000,000 Bridgestone/Firestone Master Trust 1996-1, Class B, 6.49%, 7/1/2003          4,909,950
    2,500,000 Dayton Hudson Credit Card Master Trust 1995-1, Class A, 6.10%,               2,500,325
              2/25/2002
    5,000,000 Discover Credit Card Trust 1992-B, Class A, 6.80%, 6/16/2000                 5,024,750
    4,000,000 (a)First USA Credit Card Master Trust, 1994-3, Class B, 5.838%,              4,008,720
              12/15/1999
    4,000,000 Household Affinity Credit Card Master Trust 1993-1, Class B, 5.30%,          3,907,400
              9/15/2000
</TABLE>
    

   
                               FEDERATED SHORT-TERM INCOME FUND
<TABLE>
<CAPTION>
   PRINCIPAL
     AMOUNT                                                                                 VALUE
<C>          <S>                                                                    <C>
 CORPORATE BONDS/ASSET-BACKED SECURITIES -- CONTINUED
              FINANCE - RETAIL -- CONTINUED
 $  7,000,000 Household Private Label Credit Card Master Trust 1994-1, Class B,       $    7,009,170
              7.55%, 6/20/2001
    2,800,000 Spiegel Master Trust 1994-B, Class A, 8.15%, 6/15/2004                       2,901,276
               Total                                                                      30,261,591
              GAS & ELECTRIC UTILITIES -- 2.8%
    1,000,000 Big Rivers Electric Corp., Trust Certificate, 10.70%, 9/15/2017              1,071,600
    1,750,000 Kansas Electric Power Cooperative, Trust Certificate, 9.73%,                 1,872,308
              12/15/2017
    2,000,000 Pennsylvania Power & Light Company, 9.25%, 10/1/2019                         2,125,380
    1,300,000 Philadelphia Electric Co., 8.625%, 6/1/2022                                  1,349,478
               Total                                                                       6,418,766
              GOVERNMENT AGENCY -- 3.9%
    5,000,000 Province of Manitoba, 9.50%, 10/1/2000                                       5,418,100
    3,380,000 Swedish Export Credit Corp., 9.875%, 3/15/2038                               3,632,317
               Total                                                                       9,050,417
              HOME EQUITY RECEIVABLES -- 6.8%
    1,588,574 AFC Home Equity Loan Trust 1992-3, Class A, 7.05%, 8/15/2007                 1,584,809
    2,928,951 Advanta Home Equity Loan Trust 1992-1, Class A, 7.88%, 9/25/2008             2,960,086
    4,554,691 CWABS 1996-1, Class A-2, 6.525%, 2/25/2014                                   4,501,583
      640,694 GE Capital Home Equity Loan Trust 1991-1, Class A, 7.20%, 9/15/2011            637,427
    2,684,952 (a)Merril Lynch Home Equity Loan Trust 1991-2, Class B, 6.313%,              2,691,664
              4/15/2006
    3,316,806 (a)Merrill Lynch Home Equity Loan Trust 1993-1, Class B, 6.50%,              3,340,355
              2/15/2003
               Total                                                                      15,715,924
              INSURANCE -- 3.4%
    4,000,000 American General Corp., 9.625%, 2/1/2018                                     4,340,120
    3,346,000 American Reinsurance Corp., 10.875%, 9/15/2004                               3,568,542
               Total                                                                       7,908,662
              MANUFACTURED HOUSING RECEIVABLES -- 6.6%
    3,000,000 Associates Manufactured Housing Certificates 1996-1, Class A-2, 6.05%,       2,941,170
              6/15/2027
    3,750,000 Associates Manufactured Housing Certificates 1996-1, Class A-2, 6.70%,       3,762,675
              3/15/2027
    5,691,914 (b)Merrill Lynch Mortgage Investments, Inc. 1991-A, Class B, 9.25%,          5,688,385
              5/15/2011
    2,508,287 Merrill Lynch Mortgage Investments, Inc. 1991-I, Class A, 7.65%,             2,516,138
              1/15/2012
      373,501 Merrill Lynch Mortgage Investments, Inc. 1992-B, Class B, 8.50%,               382,910
              4/15/2012
               Total                                                                      15,291,278
</TABLE>
    

   
                               FEDERATED SHORT-TERM INCOME FUND
<TABLE>
<CAPTION>
   PRINCIPAL
     AMOUNT                                                                                 VALUE
<C>          <S>                                                                    <C>
 CORPORATE BONDS/ASSET-BACKED SECURITIES -- CONTINUED
              RECREATIONAL VEHICLE RECEIVABLES -- 0.4%
 $    961,798 Fleetwood Credit Corp. 1992-A, Class A, 7.10%, 2/15/2007                $      960,173
              TELECOMMUNICATIONS -- 2.3%
    2,000,000 British Telecommunication Finance, PLC, 9.625%, 2/15/2019                    2,172,100
    3,000,000 Southwestern Bell Capital Corp., MTN, 8.81%, 12/16/2004                      3,168,450
               Total                                                                       5,340,550
               TOTAL CORPORATE BONDS/ASSET-BACKED SECURITIES (IDENTIFIED COST            154,200,035
               $155,407,412)
 MORTGAGE-BACKED SECURITIES -- 26.9%
              COMMERCIAL MORTGAGE BACKED SECURITIES -- 1.8%
    4,000,000 (b)K Mart CMBS Financing, Inc., Series 1997-1, Class C, 6.075%,              4,007,520
              2/1/2007
              GOVERNMENT AGENCY-MORTGAGE-BACKED SECURITIES -- 5.8%
    2,591,980 GNMA Pool 354754, 7.50%, 2/15/2024                                           2,574,640
    9,087,285 GNMA Pool 780360, 11.00%, 9/15/2015                                         10,186,301
   50,071,857 Vendee Mortgage Trust 1995-1C, Class 3IO, .2925%, 2/15/2025                    782,623
               Total                                                                      13,543,564
              NON-GOVERNMENT AGENCY-MORTGAGE-BACKED SECURITIES -- 19.3%
    5,729,328 (b)C-BASS ABS, LLC, Series 1997-1, Class A-1, 7.05%, 2/1/2017                5,749,037
    3,261,641 GE Capital Mortgage Services, Inc., 1995-7, Class A-1, 7.50%,                3,269,925
              9/25/2025
    1,496,100 (a)Glendale Federal Bank 1988-1, Class A, 7.402%, 11/25/2027                 1,497,970
    2,303,347 (a)(b)Greenwich Capital Acceptance 1991-4, Class B-1A, 8.478%,               2,306,940
              7/1/2019
   22,339,211 (a)Greenwich Capital Acceptance 1993-AFCI, Class B-1, 7.618%,                2,297,549
              9/25/2023
    3,264,921  (a)Greenwich  Capital  Acceptance  1993-LB2,  Class  A-1,  7.92%,
    8/25/2023 3,274,096 1,669,486 Greenwich Capital Acceptance  1993-LB3,  Class
    A-1, 7.68%,  1/25/2024 1,673,659 7,694,368  (a)Greenwich  Capital Acceptance
    1994-B, Class A, 7.72%, 7/1/2018 7,759,309
      466,090  (b)Long  Beach  Federal  Savings  Bank  1992-3,  Class A,  9.60%,
    6/15/2022  471,477  2,500,000  Prudential  Home Mortgage  Securities,  Inc.,
    1992-32, Class A-6, 7.50%, 2,503,175
              10/25/2022
    5,014,872 Prudential Home Mortgage Securities, Inc., 1992-5, Class A-6, 7.50%,         4,960,912
              4/25/2007
    4,039,443 Residential Accredit Loans, Inc., 1996-QS8, Class A-3, 7.05%,                3,996,544
              12/25/2026
    2,850,000 Residential Accredit Loans, Inc., 1997-QS2, Class A-3, 7.25%,                2,841,992
              3/31/2027
      194,480 Residential Funding Mortgage Securities, Inc., 1993-S18, Class A-2,            194,354
              7.50%, 5/25/2023
    2,000,018 (a)Resolution Trust Corp. 1992-12, Class B-3, 7.851%, 1/25/2025              1,983,458
               Total                                                                      44,780,397
               TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST $62,306,041)             62,331,481
</TABLE>
    

   
                               FEDERATED SHORT-TERM INCOME FUND
<TABLE>
<CAPTION>
   PRINCIPAL
     AMOUNT                                                                                 VALUE
<C>          <S>                                                                    <C>
 (C)REPURCHASE AGREEMENT -- 6.4%
 $ 14,860,000 BT Securities Corporation, 5.43%, dated 4/30/1997, due 5/1/1997 (AT     $   14,860,000
              AMORTIZED COST)
               TOTAL INVESTMENTS (IDENTIFIED COST $232,573,453)(D)                    $  231,391,516
</TABLE>

(a) Denotes  variable rate and floating rate  obligations  for which the current
    rate is shown.

(b) Denotes a restricted  security  which is subject to  restrictions  on resale
    under Federal  Securities  laws. At the end of the period,  these securities
    amounted to $21,139,929, which represents 9.1% of net assets.

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

(d) The cost of investments  for federal tax purposes  amounts to  $232,573,453.
    The net  unrealized  depreciation  of  investments  on a  federal  tax basis
    amounts to  $1,181,937  which is  comprised  of  $795,349  appreciation  and
    $1,977,286 depreciation at April 30, 1997.

Note: The categories of investments are shown as a percentage of net assets
     ($232,023,577) at April 30, 1997.

The following acronyms are used throughout this portfolio:

FRN -- Floating Rate Note
GNMA --  Government  National  Mortgage  Association  LLC --  Limited  Liability
Company  MTN -- Medium  Term Note PLC -- Public  Limited  Corporation       (See
Notes which are an integral part of the Financial Statements)

   
                    STATEMENT OF ASSETS AND LIABILITIES
                      FEDERATED SHORT-TERM INCOME FUND
                               APRIL 30, 1997

<TABLE>
<S>                                                                   <C>            <C>
 ASSETS:
 Total investments in securities, at value (identified and tax cost                   $ 231,391,516
 $232,573,453)
 Income receivable                                                                        1,732,136
 Receivable for investments sold                                                            118,827
 Receivable for shares sold                                                                 424,844
    Total assets                                                                      $ 233,667,323
 LIABILITIES:
 Payable for shares redeemed                                            $   214,460
 Income distribution payable                                              1,147,753
 Payable to the Bank                                                        251,955
 Accrued expenses                                                            29,578
    Total liabilities                                                                     1,643,746
 NET ASSETS for 26,717,976 shares outstanding                                         $ 232,023,577
 NET ASSETS CONSIST OF:
 Paid-in capital                                                                      $ 258,040,526
 Net unrealized depreciation of investments                                             (1,181,937)
 Accumulated net realized loss on investments                                          (24,605,883)
 Distributions in excess of net investment income                                         (229,129)
    Total Net Assets                                                                  $ 232,023,577
 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
 INSTITUTIONAL SHARES:
 $214,437,974 / 24,692,959 shares outstanding                                                 $8.68
 INSTITUTIONAL SERVICE SHARES:
 $17,585,603 / 2,025,017 shares outstanding                                                   $8.68
</TABLE>
    
(See Notes which are an integral part of the Financial Statements)

   
                          STATEMENT OF OPERATIONS
                      FEDERATED SHORT-TERM INCOME FUND
                         YEAR ENDED APRIL 30, 1997

<TABLE>
<S>                                                         <C>         <C>            <C>
 INVESTMENT INCOME:
 Interest                                                                               $16,204,039
 EXPENSES:
 Investment advisory fee                                                   $ 957,140
 Administrative personnel and services fee                                   180,791
 Custodian fees                                                               36,965
 Transfer and dividend disbursing agent fees and expenses                     64,903
 Directors'/Trustees' fees                                                     7,903
 Auditing fees                                                                17,478
 Legal fees                                                                    3,997
 Portfolio accounting fees                                                    86,082
 Distribution services fee -- Institutional Service Shares                    40,701
 Shareholder services fee -- Institutional Shares                            557,524
 Shareholder services fee -- Institutional Service Shares                     40,704
 Share registration costs                                                     28,724
 Printing and postage                                                         23,097
 Insurance premiums                                                            4,859
 Taxes                                                                         3,697
 Miscellaneous                                                                 7,592
     Total expenses                                                         2,062,157
 Waivers --
     Waiver of investment advisory fee                       $  (72,703)
     Waiver of distribution services fee -- Institutional       (39,073)
     Service Shares
     Waiver of shareholder services fee -- Institutional       (557,524)
     Shares
     Waiver of shareholder services fee -- Institutional         (1,628)
     Service Shares
         Total waivers                                                        (670,928)
                  Net expenses                                                            1,391,229
                   Net investment income                                                 14,812,810
 REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized loss on investments                                                         (629,217)
 Net change in unrealized depreciation of investments                                       928,955
     Net realized and unrealized gain on investments                                        299,738
         Change in net assets resulting from operations                                 $15,112,548
</TABLE>
    

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

   
                     STATEMENT OF CHANGES IN NET ASSETS
                      FEDERATED SHORT-TERM INCOME FUND

<TABLE>
<CAPTION>
                              YEAR ENDED APRIL 30,
                                    1997 1996
<S>                                                     <C>                       <C>
 INCREASE (DECREASE) IN NET ASSETS:
 OPERATIONS --
 Net investment income                                     $  14,812,810            $   14,529,558
 Net realized gain (loss) on investments ($1,566,031
 net loss and $10,784,773 net loss,
 respectively, as computed for federal tax purposes)            (629,217)               (2,061,785)
 Net change in unrealized appreciation/depreciation              928,955                 4,045,498
  Change in net assets resulting from operations              15,112,548                16,513,271
 DISTRIBUTIONS TO SHAREHOLDERS --
 Distributions from net investment income
  Institutional Shares                                       (13,841,711)              (13,302,550)
  Institutional Service Shares                                  (971,099)               (1,227,008)
 Distributions in excess of net investment income
  Institutional Shares                                          (229,129)                        --
   Change in net assets resulting from distributions         (15,041,939)              (14,529,558)
   to shareholders
 SHARE TRANSACTIONS --
 Proceeds from sale of shares                                139,918,706               109,565,191
 Net asset value of shares issued to shareholders in           3,262,307                 2,706,717
 payment of distributions declared
 Cost of shares redeemed                                    (144,248,869)             (117,974,583)
  Change in net assets resulting from share                   (1,067,856)               (5,702,675)
  transactions
   Change in net assets                                         (997,247)               (3,718,962)
 NET ASSETS:
 Beginning of period                                         233,020,824               236,739,786
 End of period                                             $ 232,023,577            $  233,020,824
</TABLE>
    
(See Notes which are an integral part of the Financial Statements)



                       NOTES TO FINANCIAL STATEMENTS

                      FEDERATED SHORT-TERM INCOME FUND

ORGANIZATION

Federated  Income  Securities  Trust  (the  "Trust")  is  registered  under  the
Investment  Company  Act  of  1940,  as  amended  (the  "Act")  as an  open-end,
management investment company. The Trust consists of two diversified portfolios.
The financial  statements included herein are only those of Federated Short-Term
Income Fund (the "Fund"), a diversified  portfolio.  The financial statements of
the other portfolio are presented  separately.  The assets of each portfolio are
segregated  and a  shareholder's  interest is limited to the  portfolio in which
shares  are held.  The  investment  objective  of the Fund is to seek to provide
current income. The Fund offers two classes of shares:  Institutional Shares and
Institutional Service Shares.

SIGNIFICANT ACCOUNTING POLICIES

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

INVESTMENT VALUATIONS

U.S.  government  securities,  listed  corporate  bonds,  other fixed income and
asset-backed  securities,  unlisted securities and private placement  securities
are generally  valued at the mean of the latest bid and asked price as furnished
by an  independent  pricing  service.  Short-term  securities  are valued at the
prices  provided  by  an  independent  pricing  service.   However,   short-term
securities  with  remaining  maturities  of  sixty  days or less at the  time of
purchase may be valued at amortized cost, which approximates fair market value.

REPURCHASE AGREEMENTS

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

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

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS

Interest  income and expenses are accrued daily.  Bond premium and discount,  if
applicable,  are amortized as required by the Internal  Revenue Code, as amended
(the "Code").  Distributions  to  shareholders  are recorded on the  ex-dividend
date.      Income and capital gain  distributions  are  determined in accordance
with income tax regulations which may differ from generally accepted  accounting
principles.  These  differences  are primarily due to differing  treatments  for
expiring capital loss carryforwards.  The following  reclassifications have been
made to the financial statements.

        INCREASE (DECREASE)
                       ACCUMULATED
 PAID-IN CAPITAL    NET REALIZED LOSS
     ($3,077,752)     $3,077,752
    
Net  investment  income,  net  realized  gains/losses,  and net assets  were not
affected by this reclassification.

FEDERAL TAXES

It is the Fund's policy to comply with the provisions of the Code  applicable to
regulated  investment  companies  and to distribute  to  shareholders  each year
substantially all of its income.  Accordingly, no provisions for federal tax are
necessary.      At April 30, 1997,  the Fund,  for federal tax  purposes,  had a
capital loss  carryforward of $24,147,796,  which will reduce the Fund's taxable
income  arising from future net  realized  gain on  investments,  if any, to the
extent  permitted  by  the  Code,  and  thus  will  reduce  the  amount  of  the
distributions to shareholders  which would otherwise be necessary to relieve the
Fund of any liability for federal tax.  Pursuant to the Code,  such capital loss
carryforward will expire as follows:

 EXPIRATION YEAR     EXPIRATION AMOUNT
       1998             $ 316,627
       1999             1,132,354
       2000             4,105,766
       2002               669,532
       2003             5,572,713
       2004            10,784,773
       2005             1,566,031

Additionally, net capital losses of $458,087 attributable to security
transactions incurred after October 31, 1996 are treated as arising on the
first day of the Fund's next taxable year.
    
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

RESTRICTED SECURITIES

Restricted  securities are securities that may only be resold upon  registration
under federal securities laws or in transactions  exempt from such registration.
In some cases,  the issuer of restricted  securities has agreed to register such
securities for resale, at the issuer's expense either upon demand by the Fund or
in  connection  with  another  registered  offering  of  the  securities.   Many
restricted  securities  may be resold in the  secondary  market in  transactions
exempt from  registration.  Such  restricted  securities may be determined to be
liquid under criteria  established  by the Board of Trustees.  The Fund will not
incur any registration costs upon such resales. The Fund's restricted securities
are valued at the price  provided by dealers in the  secondary  market or, if no
market  prices  are  available,  at the fair value as  determined  by the Fund's
pricing committee.

Additional  information on each restricted security held at April 30, 1997 is as
follows:
   
<TABLE>
<CAPTION>
                                                                       ACQUISITION     ACQUISITION
 SECURITY                                                                 DATE            COST
<S>                                                                  <C>               <C>
 Banco Nacional de Mexico, 1996-A                                       1/9/1997         $2,935,781
 Merrill Lynch Mortgage Investments, Inc., 1991-A, Class B             11/23/1994         5,781,739
 K Mart CMBS Financing, Inc., Series 1997-1                             2/27/1997         4,000,000
 C-BASS ABS, LLC, Series 1997-1                                         2/25/1997         5,752,603
 Greenwich Capital Acceptance 1991-4, Class B-1A                        1/7/1993          2,338,480
 Long Beach Federal Savings Bank Series 1992-3, Class A                 6/29/1992           717,099
</TABLE>
    
USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.

OTHER

Investment transactions are accounted for on the trade date.

SHARES OF BENEFICIAL INTEREST

The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full and fractional  shares of beneficial  interest (without par value) for each
class of shares.

Transactions in shares were as follows:
   
<TABLE>
<CAPTION>
                                                      YEAR ENDED APRIL 30,
                                           1997                                  1996
 INSTITUTIONAL SHARES         AMOUNT              SHARES               AMOUNT             SHARES
<S>                    <C>                <C>                    <C>               <C>
 Shares sold               15,252,983        $   132,739,529         10,873,366       $   95,413,085
 Shares issued                321,221              2,792,262            238,773            2,094,178
 to shareholders
 in payment of
 distributions
 declared Shares          (15,832,329)          (137,838,962)       (11,665,688)        (102,282,720)
 redeemed
 Net change                  (258,125)       $    (2,307,171)          (553,549)      $   (4,775,457)
 resulting from
 Institutional
 Shares transactions
<CAPTION>

                                                       YEAR ENDED APRIL 30,
                                                   1997                              1996
 INSTITUTIONAL SERVICE SHARES          SHARES             AMOUNT        SHARES            AMOUNT

 Shares sold                        825,563       $   7,179,177       1,615,112       $     14,152,106
 Shares issued                       54,067             470,045          69,892                612,539
 to shareholders
 in payment of
 distributions
 declared Shares                   (736,958)        (6,409,907)      (1,787,163)           (15,691,863)
 redeemed
 Net change
 resulting from
 Institutional
 Service Shares
 transactions                        142,672       $   1,239,315       (102,159)      $      (927,218)
  Net change                        (115,453)      $  (1,067,856)      (655,708)      $    (5,702,675)
  resulting from Fund
  share transactions
</TABLE>
    
INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE

Federated Management,  the Fund's investment adviser, (the "Adviser"),  receives
for its services an annual investment  advisory fee equal to 0.40% of the Fund's
average  daily net  assets.  The  Adviser  may  voluntarily  choose to waive any
portion of its fee. The Adviser can modify or terminate this voluntary waiver at
any time at its sole discretion.

ADMINISTRATIVE FEE

Federated  Services  Company  ("FServ"),   under  the  Administrative   Services
Agreement, provides the Fund with administrative personnel and services. The fee
paid to FServ is based on the level of average aggregate daily net assets of all
funds  advised by  subsidiaries  of  Federated  Investors  for the  period.  The
administrative  fee received  during the period of the  Administrative  Services
Agreement  shall  be at  least  $125,000  per  portfolio  and  $30,000  per each
additional class of shares.

DISTRIBUTION SERVICES FEE

The Fund has adopted a  Distribution  Plan (the  "Plan")  pursuant to Rule 12b-1
under the Act. Under the terms of the Plan, the Fund will  compensate  Federated
Securities Corp. ("FSC"), the principal distributor,  from the net assets of the
Fund to  finance  activities  intended  to  result  in the  sale  of the  Fund's
Institutional  Service  Shares.  The Plan  provides  that  the  Fund  may  incur
distribution expenses up to 0.25% of the average daily net assets of Instutional
Service Shares  annually,  to compensate  FSC. The  distributor  may voluntarily
choose to waive any portion of its fee. The  distributor can modify or terminate
this voluntary waiver at any time at its sole discretion.

SHAREHOLDER SERVICES FEE

Under the terms of a Shareholder  Services Agreement with Federated  Shareholder
Services ("FSS"),  the Fund will pay FSS up to 0.25% of daily average net assets
of the  Fund  shares  for the  period.  The fee  paid to FSS is used to  finance
certain services for shareholders and to maintain shareholder accounts.  FSS may
voluntarily  choose to waive any portion of its fee. FSS can modify or terminate
this voluntary waiver at any time at its sole discretion.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT FEES

FServ, through its subsidiary,  Federated  Shareholder Services Company ("FSSC")
serves as transfer and dividend  disbursing  agent for the Fund. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.

PORTFOLIO ACCOUNTING FEES

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

GENERAL

Certain of the Officers  and Trustees of the Fund are Officers and  Directors or
Trustees of the above companies.

INVESTMENT TRANSACTIONS

Purchases and sales of investments,  excluding  short-term  securities,  for the
period ended April 30, 1997, were as follows:
   
PURCHASES     $125,993,771
SALES         $130,814,892
    
             REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Trustees and Shareholders of
FEDERATED  SHORT-TERM  INCOME FUND (a portfolio of Federated  Income  Securities
Trust):
   
We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of Federated  Short-Term  Income Fund (one of the
portfolios  comprising Federated Income Securities Trust), as of April 30, 1997,
and the related  statement of operations for the year then ended,  the statement
of changes in net assets for each of the two years in the period  then ended and
the financial highlights (see pages 2 and 18 of this prospectus) for the periods
presented.   These  financial   statements  and  financial  highlights  are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of April
30, 1997,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Federated  Short-Term  Income Fund, a portfolio of Federated  Income  Securities
Trust, at April 30, 1997, the results of its operations for the year then ended,
the  changes  in its net  assets  for each of the two years in the  period  then
ended, and financial  highlights for the periods  presented,  in conformity with
generally accepted accounting principles.

                                                          ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
June 13, 1997
    
                                   NOTES

Federated Short-Term Income Fund

(A Portfolio of Federated Income Securities Trust)
Institutional Service Shares
   
PROSPECTUS
JUNE 30, 1997
    
A Diversified Portfolio of Federated Income Securities Trust, an Open-End,
Management Investment Company

FEDERATED SHORT-TERM INCOME FUND
Institutional Service Shares
Federated Investors Tower
Pittsburgh, PA 15222-3779

DISTRIBUTOR
Federated Securites 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
Federated Investors Tower
Pittsburgh, PA 15222-3779

INDEPENDENT AUDITORS
Ernst & Young LLP
One Oxford Centre
Pittsburgh, PA 15219
   

[Graphic]


Federated Securities Corp., Distributor

Cusip 31420C308
1111903A-SS (6/97)

[Graphic]

    


                      FEDERATED SHORT-TERM 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 Short-Term Income Fund (the "Fund"), a portfolio
of Federated Income Securities Trust (the "Trust") dated June 30, 1997. This
Statement is not a prospectus. You may request a copy of a prospectus or a
paper copy of this Statement, if you have received it electronically, free
of charge by calling 1-800-341-7400.
    
FEDERATED INVESTORS TOWER
PITTSBURGH, PENNSYLVANIA 15222-3779
   
                   Statement dated June 30, 1997
    
[Graphic]Federated Investors

Federated Securities Corp., Distributor
Cusip 31420C209
Cusip 31420C308
   
G00181-04 (6/97) [Graphic]
    
TABLE OF CONTENTS
   
 GENERAL INFORMATION ABOUT THE FUND                                      1
 INVESTMENT OBJECTIVE AND POLICIES                                       1
  U.S. Government Securities                                             1
  Weighted Average Portfolio Maturity                                    1
  Weighted Average Portfolio Duration                                    2
  When-Issued and Delayed Delivery Transactions                          2
  Repurchase Agreements                                                  2
  Lending of Portfolio Securities                                        3
  Reverse Repurchase Agreements                                          3
  Privately Issued Mortgage-Related Securities                           3
  Portfolio Turnover                                                     3
  Investment Limitations                                                 3
 FEDERATED INCOME SECURITIES TRUST MANAGEMENT                            5
  Fund Ownership                                                         9
  Trustee Compensation                                                   9
  Trustee Liability                                                     10
 INVESTMENT ADVISORY SERVICES                                           10
  Adviser to the Fund                                                   10
 BROKERAGE TRANSACTIONS                                                 10
 OTHER SERVICES                                                         10
  Fund Administration                                                   10
  Custodian and Portfolio Accountant                                    11
  Transfer Agent                                                        11
  Independent Auditors                                                  11
 PURCHASING SHARES                                                      11
 Distribution Plan (Institutional Service Shares only) and Shareholder
 Services                                                               11
  Conversion to Federal Funds                                           11
 DETERMINING NET ASSET VALUE                                            11
  Determining Value of Securities                                       12
 REDEEMING SHARES                                                       12
  Redemption in Kind                                                    12
 TAX STATUS                                                             12
  The Fund's Tax Status                                                 12
  Shareholders' Tax Status                                              12
 TOTAL RETURN                                                           13
 YIELD                                                                  13
 PERFORMANCE COMPARISONS                                                13
  Ecomonic and Market Information                                       14
 ABOUT FEDERATED INVESTORS                                              14
  Mutual Fund Market                                                    15
  Institutional Clients                                                 15
  Bank Marketing                                                        15
  Broker/Dealers and Bank Broker/Dealer
   Subsidiaries                                                         15
 APPENDIX                                                               16
  Standard & Poor's Ratings Group ("S&P")
   Long-Term Debt Rating Definitions                                    16
  Moody's Investors Service, Inc.
   Corporate Bond Rating Definitions                                    16
  Fitch Investors Service, Inc.
   Long-Term Debt Ratings                                               16
  Moody's Investors Service, Inc.
   Commercial Paper Ratings                                             16
  Standard & Poor's Ratings Group
   Commercial Paper Ratings                                             16
  Fitch Investors Service, Inc.
   Commercial Paper Ratings Definitions                                 17
  Duff & Phelps Rating Service
   (Duff & Pehlps) Long-Term Debt Ratings                               17
    
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.  Shares of the
Fund are offered in two classes,  Institutional Shares and Institutional Service
Shares (individually and collectively  referred to as "Shares").  This Statement
of Additional  Information  relates to both classes of Shares of the Fund.      
INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment  objective is to seek to provide current income.  The Fund
will pursue this objective by investing primarily in a diversified  portfolio of
short- and  medium-term  high grade debt  securities.  The foregoing  investment
objective and policy may not be changed without the prior approval of the Fund's
shareholders.

U.S. GOVERNMENT SECURITIES

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.

Examples of agencies and instrumentalities which may not always receive
financial support from the U.S. government are:

* Farm Credit System, including the National Bank for Cooperatives, Farm
  Credit Banks and Banks for Cooperatives;

* Federal Home Loan Banks;

* The Student Loan Marketing Association;

* Federal Home Loan Mortgage Corporation; and

* Federal National Mortgage Association.

WEIGHTED AVERAGE PORTFOLIO MATURITY

The Fund will  determine  its  dollar-weighted  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 the principal  prepayments
weighted by the period until such prepayments are expected to be received.

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  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 rates 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 mortgage-backed  and 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

The Fund engages in when-issued and delayed delivery  transactions  only for the
purpose of acquiring portfolio securities  consistent with the Fund's investment
objective and policies, not for investment leverage. These transactions are made
to secure what is considered to be an advantageous  price or yield for the Fund.
No fees or other expenses,  other than normal  transaction  costs, are incurred.
However, liquid assets of the Fund sufficient to make payment for the securities
to be purchased are  segregated on the Fund's  records at the trade date.  These
assets are marked to market daily and are maintained  until the  transaction has
been  settled.  The Fund does not intend to engage in  when-issued  and  delayed
delivery transactions to an extent that would cause the segregation of more than
20% of the total value of its assets.

REPURCHASE AGREEMENTS

The Fund 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  Board  of  Trustees
("Trustees").

LENDING OF PORTFOLIO SECURITIES

The collateral received when the Fund lends portfolio  securities must be valued
daily and,  should  the market  value of the  loaned  securities  increase,  the
borrower  must  furnish  additional  collateral  to the  Fund.  During  the time
portfolio  securities  are on loan,  the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the  borrower.  The Fund may pay  reasonable  administrative  and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent  collateral to the borrower or placing
broker.

REVERSE REPURCHASE AGREEMENTS

The use of reverse  repurchase  agreements  may enable the Fund to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure that
the  Fund  will  be  able  to  avoid   selling   portfolio   instruments   at  a
disadvantageous time.

PRIVATELY ISSUED MORTGAGE-RELATED SECURITIES

Privately issued  mortgage-related  securities  generally represent an ownership
interest in federal agency mortgage pass-through securities such as those issued
by  Government  National  Mortgage  Association  as  well  as  those  issued  by
non-government  related entities.  The terms and characteristics of the mortgage
instruments may vary among pass-through mortgage loan pools. The market for such
mortgage-related  securities has expanded considerably since its inception.  The
size  of the  primary  issuance  market  and  the  active  participation  in the
secondary   market   by   securities   dealers   and   other   investors   makes
government-related and non-government related pools highly liquid.

PORTFOLIO TURNOVER
   
For the fiscal  years ended April 30, 1997,  and 1996,  the  portfolio  turnover
rates were 55% and 77%, respectively.
    
INVESTMENT LIMITATIONS

  CONCENTRATION OF INVESTMENTS

   The Fund will not purchase  securities if as a result of such purchase 25% or
   more of the value of its total assets would be invested in any one industry.

  INVESTING IN COMMODITIES

   The Fund  will not  purchase  or sell  commodities  or  commodity  contracts,
   including futures contracts.

  INVESTING IN REAL ESTATE

   The Fund will not purchase or sell real estate including limited  partnership
   interests  in real  estate,  although  it may  invest  in the  securities  of
   companies  whose business  involves the purchase or sale of real estate or in
   securities which are secured by real estate or interests in real estate.

  BUYING ON MARGIN

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

  SELLING SHORT
   
   The Fund will not sell  securities  short  unless:  during the time the short
   position  is  open,  it  owns  an  equal  amount  of the  securities  sold or
   securities  readily  and freely  convertible  into or  exchangeable,  without
   payment of additional consideration, for securities of the same issue as, and
   equal in amount to, the securities  sold short;  and not more than 10% of the
   Fund's net assets  (taken at current  value) is held as  collateral  for such
   sales at any one time.
    
  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 any borrowings,  other than reverse  repurchase  agreements,
   are  outstanding.  During the period any reverse  repurchase  agreements  are
   outstanding,  but only to the extent  necessary to assure  completion  of the
   reverse  repurchase  agreements,  the Fund  will  restrict  the  purchase  of
   portfolio  instruments to money market instruments  maturing on or before the
   expiration date of the reverse repurchase agreements.

  PLEDGING ASSETS

   The Fund will not  mortgage,  pledge,  or  hypothecate  any assets  except to
   secure  permitted  borrowings.  In those cases, it may mortgage,  pledge,  or
   hypothecate  assets  having a market value not  exceeding 10% of the value of
   total assets at the time of the borrowing.

  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
   purchase or holding of corporate bonds,  debentures,  notes,  certificates of
   indebtedness or other debt securities of an issuer,  repurchase agreements or
   other transactions which are permitted by the Fund's investment objective and
   policies  or  Declaration  of  Trust.  The Fund  will  only  enter  into loan
   arrangements  with   broker/dealers,   banks,  or  other  institutions  which
   investment   adviser  has  determined  are   creditworthy   under  guidelines
   established  by the Trustees and will  receive  collateral  equal to at least
   100% of the value of the securities loaned.

  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.

  INVESTING IN MINERALS

   The  Fund  will  not  purchase  interests  in  oil,  gas,  or  other  mineral
   exploration or development programs, or leases,  although it may purchase the
   securities of issuers which invest in or sponsor such programs.

  INVESTING IN NEW ISSUERS

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

  INVESTING IN ISSUERS  WHOSE  SECURITIES  ARE OWNED BY OFFICERS AND TRUSTEES OF
   THE TRUST     The Fund will not  purchase  or retain  the  securities  of any
   issuer if the  officers and  Trustees of the Fund or its  investment  adviser
   owning  individually more than 0.5% of the issuer's  securities  together own
   more
   than 5% of the issuer's securities.
       
  DIVERSIFICATION OF INVESTMENTS

   The Fund will not purchase the  securities  of any one issuer (other than the
   U.S. government, its agencies, or instrumentalities or instruments secured by
   the  securities of such  issuers,  such as  repurchase  agreements)  if, as a
   result,  more than 5% of the value of its  assets  would be  invested  in the
   securities of such issuer with respect to 75% of its total assets, or acquire
   more than 10% of any  class of voting  securities  of any  issuer.  For these
   purposes the Fund takes all common stock and all preferred stock of an issuer
   each as a single class, regardless of priorities,  series,  designations,  or
   other differences.

  ACQUIRING SECURITIES

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

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 this limitation becomes effective.

  INVESTING IN ILLIQUID SECURITIES

   The Fund will limit  investments in illiquid  securities,  including  certain
   restricted   securities   not  determined  by  the  Trustees  to  be  liquid,
   non-negotiable  time  deposits,   and  repurchase  agreements  providing  for
   settlement in more than seven days after notice, to 15% of its net assets.

  INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

   The Fund will limit its investment in other  investment  companies to no more
   than 3% of the total outstanding voting stock of any investment company, will
   not invest more than 5% of its total assets in any one investment company, or
   invest more than 10% of its total assets in investment  companies in general.
   However,  these limitations are not applicable if the securities are acquired
   in a merger, consolidation, or acquisition of assets.

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.      During the fiscal year ended April 30, 1997,  the Fund did not
borrow money,  invest in reverse repurchase  agreements or sell securities short
in  excess  of 5% of the value of its net  assets.  The Fund does not  intend to
borrow money, invest in reverse repurchase agreements,  or sell securities short
in excess of 5% of the value of its net assets during the coming year.       For
purposes of its policies and  limitations,  the Fund considers  certificates  of
deposit and demand and time deposits  issued by a U.S. branch of a domestic bank
or savings  association having capital surplus,  and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items."

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

Former Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director or Trustee
of the Funds.
    
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA

Birthdate: December 20, 1932

Trustee
   
President,  Law Professor,  Duquesne University;  Consulting Partner,  Mollica &
Murray; Director or Trustee of the Funds.
    
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 underwrite for the
following closed-end investment company: Liberty Term Trust, Inc. -- 1999.
    
FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding  Shares.     As
of May 9, 1997,  the  following  shareholders  of record owned 5% or more of the
outstanding  Institutional  Shares of the Fund:  First  Federal  Savings & Loan,
Defiance,  Ohio, owned approximately 1,720,183 shares (7.29%);  Charles Schwab &
Co., Inc., San  Francisco,  California,  owned  approximately  1,776,499  shares
(7.53%).  As of May 9, 1997,  the following  shareholders  of record owned 5% or
more of the outstanding Institutional Service Shares of the Fund: Heritage Trust
Company, Grand Junction,  Colorado,  owned approximately 116,255 shares (5.63%);
A. Martin Johnson,  Bloomfield  Hills,  Michigan,  owned  approximately  116,447
shares (5.64%);  Balsa & Co., New York, New York,  owned  approximately  144,945
shares  (7.02%);  Charles Schwab & Co., Inc., San Francisco,  California,  owned
approximately  160,013 shares  (7.75%);  Moce & Co.,  Mattoon,  Illinois,  owned
approximately  200,459  shares  (9.71%);  and Trust Company of St.  Joseph,  St.
Joseph, Missouri, owned approximately 811,975 shares (39.35%).

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                 $712.24   $108,725 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 John T. Conroy, Jr.              $783.58   $119,615 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 William J. Copeland              $783.58   $119,615 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 James E. Dowd                    $783.58   $119,615 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 Lawrence D. Ellis, M.D.          $712.24   $108,725 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 Edward L. Flaherty, Jr.          $783.58   $119,615 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 Peter E. Madden                  $712.24   $108,725 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 Gregor F. Meyer                  $712.24   $108,725 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 John E. Murray, Jr.              $712.24   $108,725 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 Wesley W. Posvar                 $712.24   $108,725 for the Trust and
 Trustee                                    56 other investment companies in the Fund Complex
 Marjorie P. Smuts                $712.24   $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.  During the fiscal years ended April 30,
   1997,  1996,  and 1995, the Fund's Adviser  earned  $957,140,  $907,666,  and
   $1,212,210,  respectively. Fees of $72,703, $82,939 and $84,776, respectively
   for 1997,  1996 and 1995,  were waived because of  undertakings  to limit the
   Fund's expenses.

BROKERAGE TRANSACTIONS

When selecting  brokers and dealers to handle the purchase and sale of portfolio
instruments,  the Adviser looks for prompt execution of the order at a favorable
price.  In working with  dealers,  the Adviser will  generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and  execution  of the order can be obtained  elsewhere.  The Adviser 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 by  affiliates  of Federated  Investors in
advising Federated Funds and other accounts. To the extent that receipt of these
services may supplant  services  for which the Adviser or its  affiliates  might
otherwise have paid, it would tend to reduce their expenses. The Adviser and its
affiliates  exercise reasonable business judgment in selecting brokers who offer
brokerage  and  research  services  to  execute  securities  transactions.  They
determine in good faith that commissions  charged by such persons are reasonable
in  relationship to the value of the brokerage and research  services  provided.
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 $180,791,  $171,686,
and $229,413, 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 Trust.  Federated Services Company,
Pittsburgh,  PA, provides  certain  accounting and  recordkeeping  services with
respect to the Trust's portfolio  investments.  The fee paid for this service is
based upon the level of the  Trust'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
Trust's average net assets for the period plus out-of-pocket expenses.

INDEPENDENT AUDITORS

The independent auditors for the Trust 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  prospectus  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 expect
that  the  Fund  will be able to  achieve  a more  predictable  flow of cash for
investment purposes and to meet redemptions. This will facilitate more efficient
portfolio management and assist the Fund in pursuing its investment  objectives.
By  identifying  potential  investors  whose  needs  are  served  by the  Fund's
objectives,  and properly  servicing these accounts,  it may be possible to curb
sharp fluctuations in rates of redemptions and sales.

Other benefits, which may be realized under either arrangement, may include: (1)
providing  personal services to shareholders;  (2) investing  shareholder assets
with a minimum of delay and  administrative  detail;  (3) enhancing  shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
   
For the fiscal year ended April 30, 1997, payments in the amount of $40,701 were
made pursuant to the Distribution Plan (Institutional  Service Shares only), all
of which was paid to financial  institutions.  In addition, for this period, the
Trust paid  shareholder  service  fees in the amount of $557,524  (Institutional
Shares)  and  $40,704   (Institutional   Service   Shares)  of  which   $557,524
(Institutional  Shares) and $1,628  (Institutional  Service Shares) were waived.
     CONVERSION TO FEDERAL FUNDS

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

DETERMINING NET ASSET VALUE
   
NAV  generally  changes each day. The days on which the NAV is calculated by the
Fund are described in the prospectus.
    
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  Securities and Exchange  Commission ("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,  five-year,  and
ten-year   periods  ended  April  30,  1997  were  6.53%,   5.58%,   and  6.42%,
respectively,  for Institutional Shares. The Fund's average annual total returns
for the one-year and five-year  periods ended April 30, 1997, and for the period
from  January 24, 1992 (start of  performance)  to April 30,  1997,  were 6.27%,
5.31% and 5.17%, respectively, for Institutional Service Shares.

The average  annual  total  return for both classes of Shares of the Fund is the
average  compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable  value is computed by  multiplying  the number of Shares owned at the
end of the period by the 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 6.45% and 6.20% 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 Share's 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 NAV 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.

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  Fund.  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's
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  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's equity and high
yield  corporate  bond  management  while  William  D.  Dawson,  Executive  Vice
President,  oversees  Federated's  domestic  fixed income  management.  Henry A.
Frantzen,  Executive  Vice  President,  oversees the  management of  Federated's
international 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 mutual funds are available to consumers  through major brokerage firms
nationwide  --  we  have  over  2,200   broker/dealer  and  bank   broker/dealer
relationships across the country -- supported by more wholesalers than any other
mutual fund  distributor.  Federated's  service to financial  professionals  and
institutions has earned it high ratings in several surveys  performed by DALBAR,
Inc.  DALBAR  is  recognized  as the  industry  benchmark  for  service  quality
measurement.  The  marketing  effort to these  firms is headed by James F. Getz,
President, Federated Securities Corp.
    
* source: Investment Company Institute.

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:
conservative  capitalization structures 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 alternative  liquidity;  high rates of
return on funds  employed;  and leading  market  positions  in well  established
industries.

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.      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.
    

PART C.         OTHER INFORMATION

Item 24.          Financial Statements and Exhibits:

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

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


<PAGE>






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

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


<PAGE>




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

                  None

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

                  Shares of Beneficial Interest
                           (no par value)

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

                  Federated Intermediate Income Fund
                           Institutional Shares                             413
                           Institutional Service Shares                     372

Item 27.          Indemnification:  (4)


Item 28.      Business and Other Connections of Investment Adviser:

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

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

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



<PAGE>


Item 29.      Principal Underwriters:

   
     (a)  Federated   Securities  Corp.,  the  Distributor  for  shares  of  the
Registrant,  also  acts as  principal  underwriter  for the  following  open-end
investment  companies:  111 Corcoran Funds;  Arrow Funds;  Automated  Government
Money Trust;  BayFunds;  Blanchard Funds;  Blanchard Precious Metals Fund, Inc.;
Cash Trust Series II; Cash Trust  Series,  Inc.; DG Investor  Series;  Edward D.
Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S. Government
Fund,  Inc.;  Federated  American  Leaders  Fund,  Inc.;  Federated  ARMs  Fund;
Federated Equity Funds;  Federated Equity Income Fund, Inc.;  Federated Fund for
U.S. Government  Securities,  Inc.;  Federated GNMA Trust;  Federated Government
Income Securities,  Inc.; Federated Government Trust; Federated High Income Bond
Fund, Inc.; Federated High Yield Trust;  Federated Income Trust; Federated Index
Trust;  Federated  Institutional  Trust;  Federated Insurance Series;  Federated
Investment  Portfolios;  Federated  Investment  Trust;  Federated  Master Trust;
Federated  Municipal  Opportunities Fund, Inc.;  Federated Municipal  Securities
Fund, Inc.;  Federated Municipal Trust;  Federated  Short-Term  Municipal Trust;
Federated Short-Term U.S. Government Trust; Federated Stock and Bond Fund, Inc.;
Federated Stock Trust;  Federated Tax-Free Trust; Federated Total Return Series,
Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government  Securities
Fund: 1-3 Years; Federated U.S. Government Securities Fund: 2-5 Years; Federated
U.S. Government Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First
Priority  Funds;  Fixed  Income   Securities,   Inc.;  High  Yield  Cash  Trust;
Independence  One Mutual  Funds;  Intermediate  Municipal  Trust;  International
Series,  Inc.;  Investment Series Funds, Inc.;  Investment Series Trust; Liberty
U.S.  Government  Money Market Trust;  Liquid Cash Trust;  Managed Series Trust;
Marshall Funds,  Inc.; Money Market  Management,  Inc.; Money Market Obligations
Trust;  Money  Market  Obligations  Trust  II;  Money  Market  Trust;  Municipal
Securities Income Trust; Newpoint Funds;  Peachtree Funds; RIMCO Monument Funds;
SouthTrust  Vulcan  Funds;  Star  Funds;   Targeted  Duration  Trust;   Tax-Free
Instruments Trust; The Biltmore Funds; The Biltmore Municipal Funds; The Monitor
Funds;  The Planters  Funds;  The Starburst  Funds;  The Starburst Funds II; The
Virtus Funds;  Tower Mutual Funds; Trust for Financial  Institutions;  Trust for
Government Cash Reserves; Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury  Obligations;  Vision Group of Funds, Inc.; Wesmark Funds; and
World Investment Series, Inc.

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




<PAGE>


   
(b)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


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


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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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



<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

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

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


(c)  Not applicable

   
Item 30.          Location of Accounts and Records:

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

Registrant                                   Federated Investors Tower
                                             Pittsburgh, PA  15222-3779

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

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

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

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

Item 31.          Management Services:  Not applicable.
    



<PAGE>


   
Item 32.          Undertakings:

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

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



<PAGE>


   
                                                              SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of  1933  and  the
Investment  Company Act of 1940, the  Registrant,  FEDERATED  INCOME  SECURITIES
TRUST, certifies that it meets all of the requirements for effectiveness of this
Amendment  to its  Registration  Statement  pursuant  to Rule  485(b)  under the
Securities  Act of 1933 and has duly caused this  Amendment to its  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of Pittsburgh and Commonwealth of Pennsylvania,  on the
25th day of June, 1997.

                        FEDERATED INCOME SECURITIES TRUST

                           BY: /s/S. Elliott Cohan
                           S. Elliott Cohan, Assistant Secretary
                           Attorney in Fact for John F. Donahue
                           June 25, 1997

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

      NAME                            TITLE                           DATE
By:   /s/S. Elliott Cohan
      S. Elliott Cohan             Attorney In Fact          June 25, 1997
      ASSISTANT SECRETARY          For the Persons
                                   Listed Below

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

Glen R. Johnson*                   President

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

Thomas G. Bigley                   Trustee

John T. Conroy, Jr.*               Trustee

William J. Copeland*               Trustee

James E. Dowd*                     Trustee

Lawrence D. Ellis, M.D.*           Trustee

Edward L. Flaherty, Jr.*           Trustee

Peter E. Madden*                   Trustee

Gregor F. Meyer*                   Trustee

John E. Murray, Jr.*               Trustee

Wesley W. Posvar*                  Trustee

Marjorie P. Smuts*                 Trustee
* By Power of Attorney
    





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










               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





We  consent  to the  references  to  our  firm  under  the  captions  "Financial
Highlights" and to the use of our report dated June 13, 1997, in  Post-Effective
Amendment  Number 29 to the  Registration  Statement (Form N-1A No. 33-3164) and
the related  Prospectuses  of Federated  Short-Term  Income Fund (a portfolio of
Federated Income Securities Trust).



                                                           /s/ Ernst & Young LLP



Pittsburgh, Pennsylvania

June 23, 1997




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



                                POWER OF ATTORNEY



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



SIGNATURES                      TITLE                              DATE



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



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



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



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



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


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



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



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



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



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



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



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



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



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



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



/s/ Marie M. Hamm

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



<TABLE> <S> <C>



       
<S>                                          <C>

<ARTICLE>                                    6
<SERIES>
     <NUMBER>                                011
     <NAME>                                  Federated Income Securities Trust
                                             Federated Short-Term Income Fund
                                             Institutional Shares
<PERIOD-TYPE>                                12-Mos
<FISCAL-YEAR-END>                            Apr-30-1997
<PERIOD-END>                                 Apr-30-1997
<INVESTMENTS-AT-COST>                        232,573,453
<INVESTMENTS-AT-VALUE>                       231,391,516
<RECEIVABLES>                                2,275,807
<ASSETS-OTHER>                               0
<OTHER-ITEMS-ASSETS>                         0
<TOTAL-ASSETS>                               233,667,323
<PAYABLE-FOR-SECURITIES>                     0
<SENIOR-LONG-TERM-DEBT>                      0
<OTHER-ITEMS-LIABILITIES>                    1,643,746
<TOTAL-LIABILITIES>                          1,643,746
<SENIOR-EQUITY>                              0
<PAID-IN-CAPITAL-COMMON>                     258,040,526
<SHARES-COMMON-STOCK>                        24,692,959
<SHARES-COMMON-PRIOR>                        24,951,084
<ACCUMULATED-NII-CURRENT>                    0
<OVERDISTRIBUTION-NII>                       229,129
<ACCUMULATED-NET-GAINS>                      (24,605,883)
<OVERDISTRIBUTION-GAINS>                     0
<ACCUM-APPREC-OR-DEPREC>                     (1,181,937)
<NET-ASSETS>                                 214,437,974
<DIVIDEND-INCOME>                            0
<INTEREST-INCOME>                            16,204,039
<OTHER-INCOME>                               0
<EXPENSES-NET>                               1,391,229
<NET-INVESTMENT-INCOME>                      14,812,810
<REALIZED-GAINS-CURRENT>                     (629,217)
<APPREC-INCREASE-CURRENT>                    928,955
<NET-CHANGE-FROM-OPS>                        15,112,548
<EQUALIZATION>                               0
<DISTRIBUTIONS-OF-INCOME>                    14,072,936
<DISTRIBUTIONS-OF-GAINS>                     0
<DISTRIBUTIONS-OTHER>                        0
<NUMBER-OF-SHARES-SOLD>                      15,252,983
<NUMBER-OF-SHARES-REDEEMED>                  15,832,329
<SHARES-REINVESTED>                          321,221
<NET-CHANGE-IN-ASSETS>                       (997,247)
<ACCUMULATED-NII-PRIOR>                      0
<ACCUMULATED-GAINS-PRIOR>                    (27,054,418)
<OVERDISTRIB-NII-PRIOR>                      0
<OVERDIST-NET-GAINS-PRIOR>                   0
<GROSS-ADVISORY-FEES>                        957,140
<INTEREST-EXPENSE>                           0
<GROSS-EXPENSE>                              2,062,157
<AVERAGE-NET-ASSETS>                         239,353,595
<PER-SHARE-NAV-BEGIN>                        8.680
<PER-SHARE-NII>                              0.540
<PER-SHARE-GAIN-APPREC>                      0.010
<PER-SHARE-DIVIDEND>                         0.550
<PER-SHARE-DISTRIBUTIONS>                    0.000
<RETURNS-OF-CAPITAL>                         0.000
<PER-SHARE-NAV-END>                          8.680
<EXPENSE-RATIO>                              0.56
<AVG-DEBT-OUTSTANDING>                       0
<AVG-DEBT-PER-SHARE>                         0.000
        





</TABLE>

<TABLE> <S> <C>


       
<S>                                         <C>

<ARTICLE>                                   6
<SERIES>
     <NUMBER>                               012
     <NAME>                                 Federated Income Securities Trust
                                            Federated Short-Term Income Fund
                                            Institutional Service Shares
<PERIOD-TYPE>                               12-Mos
<FISCAL-YEAR-END>                           Apr-30-1997
<PERIOD-END>                                Apr-30-1997
<INVESTMENTS-AT-COST>                       232,573,453
<INVESTMENTS-AT-VALUE>                      231,391,516
<RECEIVABLES>                               2,275,807
<ASSETS-OTHER>                              0
<OTHER-ITEMS-ASSETS>                        0
<TOTAL-ASSETS>                              233,667,323
<PAYABLE-FOR-SECURITIES>                    0
<SENIOR-LONG-TERM-DEBT>                     0
<OTHER-ITEMS-LIABILITIES>                   1,643,746
<TOTAL-LIABILITIES>                         1,643,746
<SENIOR-EQUITY>                             0
<PAID-IN-CAPITAL-COMMON>                    258,040,526
<SHARES-COMMON-STOCK>                       2,025,017
<SHARES-COMMON-PRIOR>                       1,882,345
<ACCUMULATED-NII-CURRENT>                   0
<OVERDISTRIBUTION-NII>                      229,129
<ACCUMULATED-NET-GAINS>                     (24,605,883)
<OVERDISTRIBUTION-GAINS>                    0
<ACCUM-APPREC-OR-DEPREC>                    (1,181,937)
<NET-ASSETS>                                17,585,603
<DIVIDEND-INCOME>                           0
<INTEREST-INCOME>                           16,204,039
<OTHER-INCOME>                              0
<EXPENSES-NET>                              1,391,229
<NET-INVESTMENT-INCOME>                     14,812,810
<REALIZED-GAINS-CURRENT>                    (629,217)
<APPREC-INCREASE-CURRENT>                   928,955
<NET-CHANGE-FROM-OPS>                       15,112,548
<EQUALIZATION>                              0
<DISTRIBUTIONS-OF-INCOME>                   969,003
<DISTRIBUTIONS-OF-GAINS>                    0
<DISTRIBUTIONS-OTHER>                       0
<NUMBER-OF-SHARES-SOLD>                     825,563
<NUMBER-OF-SHARES-REDEEMED>                 736,958
<SHARES-REINVESTED>                         54,067
<NET-CHANGE-IN-ASSETS>                      (997,247)
<ACCUMULATED-NII-PRIOR>                     0
<ACCUMULATED-GAINS-PRIOR>                   (27,054,418)
<OVERDISTRIB-NII-PRIOR>                     0
<OVERDIST-NET-GAINS-PRIOR>                  0
<GROSS-ADVISORY-FEES>                       957,140
<INTEREST-EXPENSE>                          0
<GROSS-EXPENSE>                             2,062,157
<AVERAGE-NET-ASSETS>                        239,353,595
<PER-SHARE-NAV-BEGIN>                       8.680
<PER-SHARE-NII>                             0.530
<PER-SHARE-GAIN-APPREC>                     0.000
<PER-SHARE-DIVIDEND>                        0.530
<PER-SHARE-DISTRIBUTIONS>                   0.000
<RETURNS-OF-CAPITAL>                        0.000
<PER-SHARE-NAV-END>                         8.680
<EXPENSE-RATIO>                             0.81
<AVG-DEBT-OUTSTANDING>                      0
<AVG-DEBT-PER-SHARE>                        0.000
        



</TABLE>








                        FEDERATED INCOME SECURITIES TRUST

                               Federated Investors
                            Federated Investors Tower
                       Pittsburgh, Pennsylvania 15222-3779

                                 (412) 288-1900

                                  June 25, 1997



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

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

Dear Sir or Madam:

         Post-Effective  Amendment No. 29 under the  Securities  Act of 1933 and
Amendment No. 22 under the  Investment  Company Act of 1940 to the  Registration
Statement   of   Federated   Short-Term   Income   Fund,   a  portfolio  of  the
above-referenced  Trust, is hereby electronically  transmitted.  This filing has
been  electronically  redlined to indicate the changes from the Fund's currently
effective Registration Statement.

         This Fund may be marketed through banks, savings associations or credit
unions.

         As indicated on the facing page of the  Amendment,  the  Registrant has
specified that it is to become  effective  June 30, 1997,  pursuant to paragraph
(b) of Rule 485 under the Securities Act of 1933.


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

                                Very truly yours,



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

Enclosures





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