FEDERATED INDEX TRUST
485APOS, 1997-11-06
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                                          1933 Act File No. 33-33852
                                          1940 Act File No. 811-6061

                       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.   13 ......................         X
                                 -----                            ----

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      X

    Amendment No.   15  ....................................         X
                  ------                                          ----

                              FEDERATED INDEX TRUST

               (Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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




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 INDEX TRUST,
which consists of three portfolios: (1) Federated Max-Cap Fund, consisting of
three classes of shares, (a) Institutional Shares, (b) Institutional Service
Shares and (c) Class C Shares; (2) Federated Mid-Cap Fund; and (3) Federated
Mini-Cap Fund, consisting of two classes of shares, (a) Institutional Shares,
and (b) Class C Shares, relates only to portfolios (1)(c) and (3)(b) and is
comprised of the following:


PART A.  INFORMATION REQUIRED IN A PROSPECTUS.

                                             Prospectus Heading
                                             (RULE 404(C) CROSS REFERENCE)

Item 1.  COVER PAGE......................... (1-3) Cover Page.

Item 2.  SYNOPSIS........................... Not applicable.

Item 3.  CONDENSED FINANCIAL INFORMATION.... (1-3) Summary of Fund Expenses;
                                             (1a,1b,2,3a) to be filed by
                                             Amendment, (1c,3b) not
         -------------------------------
         applicable Financial Highlights;    (1-3) Performance Information.

Item 4.  GENERAL DESCRIPTION OF REGISTRANT.. (1-3) General Information;
                                             (1-3) Investment Objective;
                                             (1-3) Investment Policies;
                                             (1-3) Investment Limitations;
                                             (1,3) Other Classes of Shares.

Item 5.  MANAGEMENT OF THE FUND............. (1-3) Federated Index Trust
                                             Information; (1-3) Management of
                                             the Trust; (1a) Distribution of
                                             Institutional Shares; (1b)
                                             Distribution of Institutional
                                             Service Shares; (2,3) Distribution
                                             of Fund Shares; (1c,3b)
                                             Distribution of Class C Shares;
                                             (1a,1b,2,3a) Fund Administration;
                                             (1c,3b) Administration of the Fund;
                                             (1-3) Brokerage Transactions.

Item 6. CAPITAL STOCK AND OTHER SECURITIES   (1a,1b,2,3a) Dividends;
                                             (1a,1b,2,3a) Capital Gains;
                                             (1c,3b) Dividends and
                                             Distributions; (1a,1b,2,3a)
                                             Shareholder Information; (1c,3b)
                                             Account and Share Information;
                                             (1-3) Voting Rights;
                                             (1-3) Tax Information;
                                             (1-3) Federal Income Tax; (1-3)
                                             State and Local Taxes.



<PAGE>


Item 7.  PURCHASE OF SECURITIES BEING
         OFFERED............................ (1a) Investing in Institutional
                                             Shares; (1b) Investing in
                                             Institutional Service Shares;
                                             (1c,2,3) Investing in the Fund;
                                             (1a,1b,2,3a) Share Purchases;
                                             (1c,3b) Purchasing Shares;
                                             (1c,3b) Purchasing Shares Through
                                             a Financial Intermediary;
                                             (1a,1b,2,3a) Minimum Investment
                                             Required; (1a,1b,2,3a) What Shares
                                             Cost; (1c,3b) Systematic Investment
                                             Program; (1c,3b) Redeeming and
                                             Exchanging Shares; (1a,1b,2,3a)
                                             Certificates and Confirmations;
                                             (1c,3b) Confirmations and Account
                                             Statements; (1-3) Net Asset Value.

Item 8.  REDEMPTION OR REPURCHASE........... (1a) Redeeming Institutional
                                             Shares; (1b) Redeeming
                                             Institutional Service Shares;
                                             (2,3a) Redeeming Shares; (1c,3b)
                                             Redeeming and Exchanging Shares;
                                             (1a,1b,2,3a) Telephone Redemption;
                                             (1c,3b) Redeeming or Exchanging
                                             Shares by Telephone; (1a,1b,2,3a)
                                             Written Requests; (1c,3b)
                                             Redeeming or Exchanging Shares by
                                             Mail; (1c,3b) Redeeming or
                                             Exchanging Shares Through a
                                             Financial Intermediary; (1c,3b)
                                             Systematic Withdrawl Program;
                                             (2-3a) Exchanging Securities for
                                             Fund Shares; (1c,3b) Contingent
                                             Deferred Sales Charge; (1c,3b)
                                             Eliminating the Contingent
                                             Deferred Sales Charge;
                                             (1a,1b,2,3a) Signatures;
                                             (1a,1b,2,3a) Receiving Payment;
                                             (1-3) Accounts with Low Balances.

Item 9.  PENDING LEGAL PROCEEDINGS.......... Not applicable.



<PAGE>


PART B.  INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 10. COVER PAGE......................... (1-3) Cover Page.

Item 11. TABLE OF CONTENTS.................. (1-3) Table of Contents.

Item 12. GENERAL INFORMATION AND HISTORY.... (1-3) General Information About
                                             the Fund.

Item 13. INVESTMENT OBJECTIVES AND
         POLICIES........................... (1-3) Investment Objective and
                                             Policies.

Item 14. MANAGEMENT OF THE FUND............. (1-3) Federated Index Trust
                                             Management.

Item 15. CONTROL PERSONS AND PRINCIPAL
         HOLDERS OF SECURITIES.............. (1-3) Fund Ownership;
                                             (1-3) Trustees Compensation.

Item 16. INVESTMENT ADVISORY AND OTHER
         SERVICES........................... (1-3) Management Services; (1b)
                                             Distribution Plan; (1a,2,3)
                                             Shareholder Services; (1-3)
                                             Administrative Services.

Item 17. BROKERAGE ALLOCATION............... (1-3) Brokerage Transactions.

Item 18. CAPITAL STOCK AND OTHER SECURITIES.Not Applicable.

Item 19. PURCHASE, REDEMPTION AND PRICING OF
         SECURITIES BEING OFFERED........... (1-3) Purchasing Shares; (2,3)
                                             Exchanging Securities for Fund
                                             Shares; (1-3) Determining Net
                                             Asset Value; (1-3) Redeeming
                                             Shares.

Item 20. TAX STATUS......................... (1-3) Tax Status.

Item 21. UNDERWRITERS....................... Not applicable.

Item 22. CALCULATION OF PERFORMANCE DATA.... (1-3) Total Return; (1-3) Yield;
                                             (1-3) Performance Comparisons.

Item 23. FINANCIAL STATEMENTS............... (1a,1b,2,3a) to be filed by
                                             Amendment, (1c,3b) not applicable.




Federated Max-Cap Fund

(A Portfolio of Federated Index Trust)
Class C Shares

Prospectus

The Class C Shares of Federated Max-Cap Fund (the "Fund") offered by this
prospectus represent interests in the Fund, which is an investment portfolio in
Federated Index Trust (the "Trust"), an open-end, management investment company
(a mutual fund). The investment objective of the Fund is to seek to provide
investment results that correspond to the aggregate price and dividend
performance of publicly traded common stocks as represented by the Standard &
Poor's 500 Composite Stock Price Index (the "Index"). The Fund is neither
affiliated with nor sponsored by Standard & Poor's.

The shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank, and are not insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other
government agency. Investment in these shares involves investment risks,
including the possible loss of principal.

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

The Fund has also filed a Statement of Additional Information for Class C
Shares, Institutional Shares and Institutional Service Shares dated November 10,
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 to make inquiries about the Fund, contact the Fund
at the address listed in the back of this prospectus. The Statement of
Additional Information, material incorporated by reference into this document,
and other information regarding the Fund is maintained electronically with the
SEC at Internet Web site (http://www.sec.gov).

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

Prospectus dated November 10, 1997

                               TABLE OF CONTENTS

Summary of Fund Expenses....................................................   1
 Calling the Fund...........................................................   2
General Information.........................................................   2
Investment Information......................................................   2
 Investment Objective.......................................................   2
 Investment Policies........................................................   2
 Investment Limitations.....................................................   5
Net Asset Value.............................................................   5
   
Investing in the Fund.......................................................   5
Purchasing Shares...........................................................   5
 Purchasing Shares
  Through a Financial Intermediary..........................................   6
 Purchasing Shares by Wire..................................................   6
 Purchasing Shares by Check.................................................   6
 Systematic Investment Program..............................................   6
 Retirement Plans...........................................................   6
Redeeming and Exchanging Shares.............................................   6
 Redeeming or Exchanging Shares
  Through a Financial Intermediary..........................................   6
 Redeeming or Exchanging Shares by Telephone................................   7
 Redeeming or Exchanging Shares by Mail.....................................   7


 Requirements for Redemption................................................   7
 Requirements for Exchange..................................................   7
 Systematic Withdrawal Program..............................................   7
 Contingent Deferred Sales Charge...........................................   8
 Eliminating the Contingent Deferred Sales Charge...........................   8
Account and Share Information...............................................   8
 Dividends and Distributions................................................   8
 Accounts with Low Balances.................................................   8
    
Federated Index Trust Information...........................................   9
 Management of the Trust....................................................   9
 Distribution of Class C Shares.............................................  10
 Administration of the Fund.................................................  11
 Expenses of the Fund and Class C Shares....................................  11
Shareholder Information.....................................................  12
Tax Information.............................................................  12
 Federal Income Tax.........................................................  12
 State and Local Taxes......................................................  12
Performance Information.....................................................  12
Other Classes of Shares.....................................................  13


                           SUMMARY OF FUND EXPENSES

                                 Class C Shares
                        Shareholder Transaction Expenses

<TABLE>
<S>                                                                                      <C>    <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price).................  None
Maximum Sales Charge Imposed on Reinvested Dividends
 (as a percentage of offering price)..........................................................  None
Contingent Deferred Sales Charge (as a percentage of original purchase
 price or redemption proceeds, as applicable)(1)..............................................  1.00%
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)*

Management Fee (after waiver)(2)..............................................................  0.25%
12b-1 Fee.....................................................................................  0.75%
Total Other Expenses..........................................................................  0.31%
 Shareholder Services Fee..............................................................  0.25%
   Total Operating Expenses (3)...............................................................  1.31%
</TABLE>
(1) The contingent deferred sales charge assessed is 1.00% of the lesser of the
    original purchase price or the net asset value of Shares redeemed within one
    year of their purchase date. See "Contingent Deferred Sales Charge".

(2) The estimated management fee has been reduced to reflect the anticipated
    voluntary waiver of a portion of the management fee. The adviser can
    terminate this voluntary waiver at any time at its sole discretion. The
    maximum management fee is 0.30%.


(3) The total operating expenses are estimated to be 1.36% absent the
    anticipated voluntary waiver of a portion of the management fee.

 *  Total operating expenses are estimated based on average expenses expected to
    be incurred during the period ending October 31, 1998. During the course of
    this period, expenses may be more or less than the average amount shown.


Long-term shareholders may pay more than the economic equivalent of the maximun
front-end sales charges permitted under the rules of the National Association of
Securities Dealers, Inc.


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

<TABLE>
<CAPTION>
Example                                                                                 1 Year  3 Years
- --------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>     <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2)Eredemption at the end of each time period.................   $24      $42
You would pay the following expenses on the same investment, assuming no redemption....   $13      $42
</TABLE>


The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. This example
is based on estimated data for the Class C Shares fiscal year ending October 31,
1998.


                              GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated January 30, 1990. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") has established three classes of shares of the Fund known
as Class C Shares, Institutional Shares and Institutional Service Shares. This
prospectus relates only to Class C Shares of the Fund. Class C Shares ("Shares")
are designed primarily for individuals as a convenient means of accumulating an
interest in a professionally managed, diversified portfolio consisting primarily
of common stocks comprising the Index.

The Fund's current net asset value and offering price may be found in the mutual
funds section of local newspapers under "Federated" and the appropriate class
designation listing.

Calling the Fund.
Call the Fund at 1-800-341-7400.


                             INVESTMENT INFORMATION

Investment Objective

The investment objective of the Fund is to provide investment results that
correspond to the aggregate price and dividend performance of publicly-traded
common stocks, by duplicating the composition of the Index. The investment
objective cannot be changed without approval of shareholders. The Fund's ability
to duplicate the Index will depend partly on the size and timing of cash flows
into and out of the Fund. The Fund's performance is expected to closely mirror
the performance of the Index. An investment in the Fund presents risks similar
to those of investing in a portfolio comprised of the securities of the
companies in the Index. 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 investment policies described below may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material changes
in these policies become effective.

The Fund pursues its investment objective by attempting to duplicate the
investment results of the Index, while minimizing transaction costs and other
expenses. The Fund will attempt to achieve a correlation between the performance
of its portfolio and that of the Index of at least 0.95 of 1% or better; a
figure of 1.00 would represent perfect correlation. The Fund will normally be
invested in substantially all of the stocks that comprise the Index. Under
normal circumstances, at least 80% of the value of the Fund's total assets will
be invested in stocks represented in the Index. However, the Fund is not
required to sell securities if the 80% investment level changes due to increases
or decreases in the market value of portfolio securities.

The Index consists of 500 selected common stocks, most of which are listed on
the New York Stock Exchange. The Standard & Poor's ("S&P") designates the stocks
to be included in the Index on a statistical basis. A particular stock's
weighting in the Index is based on its relative total market value; that is, its
market price per share times the number of shares outstanding. From time to
time, S&P may add or delete stocks from the Index. Inclusion of a particular
stock in the Index in no way implies an opinion by S&P as to its investment
attractiveness, nor is S&P a sponsor or in any way affiliated with the Fund. The
Fund utilizes the Index as the standard performance benchmark because it
represents approximately 70% of the total market value of all common stocks. In
addition, it is familiar to investors, and is recognized as a barometer of
common stock investment returns.

The Fund will be managed passively, in that the traditional management functions
of economic, financial, and market analysis will not be undertaken. Furthermore,
a company's adverse financial circumstance will not trigger its elimination from
the Fund's portfolio, unless the company's stock is removed from the Index by
S&P. The Fund is managed by utilizing a computer program that identifies which
stocks should be purchased or sold in order to duplicate, as much as possible,
the composition of the Index. The Fund will include a stock in its investment
portfolio in the order of the stock's weighting in the Index, starting with the
heaviest-weighted stock. Thus, the proportion of Fund assets invested in such
stock is nearly identical to the percentage of the particular stock represented
in the Index. On occasion, so as to respond to changes in the Index's
composition, as well as corporate mergers, tender offers, and other
circumstances, adjustments will be made in the Fund's portfolio. However, it is
anticipated


that these adjustments will occur infrequently, and the costs will be minimized.
As a result, portfolio turnover is expected to be well below that encountered in
other investment company portfolios. Therefore, the accompanying costs,
including accounting costs, brokerage fees, custodial expenses, and transfer
taxes, are expected to be relatively low. While the cash flows into and out of
the Fund will impact the Fund's portfolio turnover rate and the Fund's ability
to replicate the Index's performance, investment adjustments will be made, as
practicably as possible, to account for these circumstances.

The Fund believes that indexing, as described above, constitutes a reasonable
and effective method of replicating percentage changes in the Index. While the
Fund will not duplicate the Index's performance precisely, it is anticipated
that the Fund's performance will closely resemble the performance of the Index.
Factors such as the size of the Fund's portfolio, the size and timing of cash
flows into and out of the Fund, and changes in the securities markets and the
Index itself, will account for the difference.

In order to accommodate cash flows, the Fund may enter into stock index futures
contracts and options. The Fund may purchase futures contracts and options
solely to maintain adequate liquidity to meet its redemption demands. This will
allow the Fund to simultaneously maximize the level of the Fund assets which are
tracking the performance of the Index. The Fund can sell futures contracts and
options in order to close out a previously established position. The Fund will
not enter into any stock index futures contract for the purpose of speculation.

Acceptable Investments

The Fund will invest primarily in common stocks comprising the Index. In
addition, the Fund may hold cash reserves which may be invested in the
following:

U.S. Government Securities

The Fund is permitted to invest in U.S. government securities which are either
issued or guaranteed by the U.S. government, its agencies or instrumentalities.
These securities include, but are not limited to:

 . direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes,
  and bonds;

 . notes, bonds, and discount notes issued or guaranteed by U.S. government
  agencies and instrumentalities supported by the full faith and credit of the
  United States;

 . notes, bonds, and discount notes of U.S. government agencies or
  instrumentalities which receive or have access to federal funding; and

 . notes, bonds, and discount notes of other U.S. government instrumentalities
  supported only by the credit of the instrumentalities.

Repurchase Agreements

The U.S. government securities and other securities in which the Fund invests
may be purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell U.S. government securities or other securities to the Fund and
agree at the time of sale to repurchase them at a mutually agreed upon time and
price. 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.

Variable Rate U.S. Government Securities

Some of the short-term U.S. government securities the Fund may purchase carry
variable interest rates. These securities have a rate of interest subject to
adjustment at least annually. This adjusted interest rate is ordinarily tied to
some objective standard, such as a published interest rate or interest rate
index.

Cash Items

The Fund may also invest in cash items.

The Fund may also invest in commercial paper rated A-1 by S&P, Prime-1 by
Moody's Investors Service, Inc., or F-1 by Fitch Investors Service, Inc.

Stock Index Futures and Options

The Fund may utilize stock index futures contracts, options, and options on
futures contracts, subject to the limitation that the value of these futures
contracts and options will not exceed 20% of the Fund's total assets. Also, the
Fund will not purchase options to the extent that more than 5% of the value of
the Fund's total assets would be invested in premiums on open put option
positions. These futures contracts and options will be used to handle cash flows
into and out of the Fund and to potentially reduce transactional costs, since
transactional costs associated with futures and options contracts can be lower
than costs stemming from direct investments in stocks.

There are several risks accompanying the utilization of futures contracts to
effectively anticipate market transactions. First,



positions in futures contracts may be closed only on an exchange or board of
trade that furnishes a secondary market for such contracts. While the Fund plans
to utilize futures contracts only if there exists an active market for such
contracts, there is no guarantee that a liquid market will exist for the
contracts at a specified time. Furthermore, because, by definition, futures
contracts look to projected price levels in the future and not to current levels
of valuation, market circumstances may result in there being a discrepancy
between the price of the stock index future and the movement in the stock index.
The absence of a perfect price correlation between the futures contract and its
underlying stock index could stem from investors choosing to close futures
contracts by offsetting transactions, rather than satisfying additional margin
requirements. This could result in a distortion of the relationship between the
index and futures market. In addition, because the futures market imposes less
burdensome margin requirements than the securities market, an increased amount
of participation by speculators in the futures market could result in price
fluctuations.

In view of these considerations, the Fund will comply with the following
restrictions when purchasing and selling futures contracts. First, the Fund will
not participate in futures transactions if the sum of its initial margin
deposits on open contracts will exceed 5% of the market value of the Fund's
total assets, after taking into account the unrealized profits and losses on
those contracts it has entered into. Second, the Fund will not enter into these
contracts for speculative purposes. Third, since the Fund does not constitute a
commodity pool, it will not market itself as such, nor serve as a vehicle for
trading in the commodities futures or commodity options markets. In this regard,
the Fund will disclose to all prospective investors the limitations on its
futures and options transactions, and will make clear that these transactions
are entered into only for bona fide hedging purposes or other permissible
purposes pursuant to regulations promulgated by the Commodity Futures Trading
Commission ("CFTC"). Also, the Fund intends to claim an exclusion from
registration as a commodity pool operator under the regulations promulgated by
the CFTC.

Index Participation Contracts

In addition to investing in stock index futures contracts, options and options
on futures contracts, the Fund may also participate in the purchasing and
selling of index participation contracts based on the Index. The Fund will
utilize index participation contracts to aid in the management of cash flows
into and out of the Fund and not for speculative purposes. These contracts
provide the equivalent of a position in the stocks of the Index, where each
stock is represented in the same proportion as it is represented in the Index.
Unlike futures contracts, positions in these instruments may last indefinitely,
with no expiration date and will pay dividends implied by the underlying stocks
in the Index. Generally, the value of an index participation contract will rise
and fall as the value of the Index rises and falls. Index participation
contracts have lower transaction costs than those associated with the purchase
and sale of individual stocks. The Fund will invest in index participation
contracts only if there exists an active market for such contracts.

The value of these contracts, together with the value of the Fund's investment
in stock index futures contracts, options and options on futures contracts will
not exceed 20% of the Fund's total assets. The Fund's use of these investments
will be to maintain adequate liquidity to meet redemption requests, while
simultaneously maximizing the level of Fund assets which are tracking the
performance of the Index.

Lending of Portfolio Securities

The Fund may lend its portfolio securities on a short-term basis or long-term
basis, up to one-third of the value of its total assets to broker/dealers,
banks, or other institutional borrowers of securities. The Fund will only enter
into loan arrangements with broker/dealers, banks or other institutions which
the managers have determined are creditworthy under guidelines established by
the Trustees. The Fund will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned.

When-Issued and Delayed Delivery Transactions

The Fund may purchase short-term U.S. government securities on a when-issued or
delayed delivery basis. These transactions are arrangements in which the Fund
purchases securities with payment and delivery scheduled for a future time. The
seller's failure to complete these transactions may cause the Fund to miss a
price or yield considered to be advantageous. Settlement dates may be a month or
more after entering into these transactions, and the market values of the
securities purchased may vary from the purchase prices.

The Fund may dispose of a commitment prior to settlement if the managers deem it
appropriate to do so. In addition, the Fund may enter in transactions to sell
its purchase commitments to third parties at current market values and




simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits or losses upon the sale of such
commitments.

Investment Limitations
The Fund will not:

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

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

  The Fund will not invest more than 15% of its net assets in securities that
 are illiquid, including certain restricted securities not determined by the
 Trustees to be liquid and repurchase agreements providing for settlement more
 than seven days after notice.

                                NET ASSET VALUE

The Fund's net asset value ("NAV") per Share fluctuates and is based on the
market value of all securities and other assets of the Fund. The NAV for Shares,
Institutional Shares, and Institutional Service Shares may differ due to the
variance in daily net income realized by each class. Such variance will reflect
only accrued net income to which the shareholders of a particular class are
entitled.

All purchases, redemptions and exchanges are processed at the NAV next
determined after the request in proper form is received by the Fund. The NAV is
determined as of the close of trading on the New York Stock Exchange (normally
4:00 p.m., Eastern time), except on: (i) days on which there are not sufficient
changes in the value of the Fund's portfolio securities that its net asset value
might be materially affected; (ii) days during which no Shares are tendered for
redemption and no orders to purchase Shares are received; and (iii) the
following holidays: New Year's Day, Martin Luther King Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

   
                             INVESTING IN THE FUND

This prospectus offers Class C Shares with the characteristics described below.


Minimum and Subsequent          $10,000/$100*
Investment Amounts

Minimum and Subsequent          $50
Investment Amount
for Retirement Plans

Maximum Sales Charge            None

Maximum Contingent

Deferred Sales Charge           1.00%**

*   The Fund reserves the right to charge an annual fee for shareholder accounts
    that fall below the required minimum.

**  Computed on the lesser of the NAV of the redeemed Shares at the time of
    purchase or the NAV of the redeemed Shares at the time of redemption. The
    contingent deferred sales charge is assessed on Shares redeemed within one
    year of their purchase date.

                               PURCHASING SHARES

Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below either through a
financial intermediary (such as a bank or broker/dealer) or by sending a wire or
check directly to the Fund. Financial intermediaries may impose different
minimum investment requirements on their customers. An account must be
established with a financial intermediary or by completing, signing, and
returning the new account form available from the Fund before Shares can be
purchased. Shareholders in certain other funds advised and distributed by
affiliates of Federated Investors ("Federated Funds") may exchange their Class C
Shares for Shares of the Fund. The Fund reserves the right to reject any
purchase request.

In connection with any sale, Federated Securities Corp. may, from time to time,
offer certain items or nominal value to any shareholder or investor.



Purchasing Shares Through a Financial Intermediary

Orders placed through a financial intermediary are considered received when the
Fund is notified of the purchase order or when payment is converted into federal
funds. Purchase orders through a broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be purchased at that
day's price. Purchase orders through other financial intermediaries must be
received by the financial intermediary and transmitted to the Fund before 4:00
p.m. (Eastern time) in order for Shares to be purchased at that day's price. It
is the financial intermediary's responsibility to transmit orders promptly.
Financial intermediaries may charge fees for their services.

The financial intermediary which maintains investor accounts in Shares with the
Fund must do so on a fully disclosed basis unless it accounts for share
ownership periods used in calculating the contingent deferred sales charge (see
"Contingent Deferred Sales Charge"). In addition, advance payments made to
financial intermediaries which do not maintain investor accounts on a fully
disclosed basis and do not account for share ownership periods.

Purchasing Shares by Wire

Shares may be purchased by Federal Reserve wire by calling the Fund. All
information needed will be taken over the telephone. Shareholders have until
4:00 p.m. (Eastern time) to call the Fund for settlement on the next business
day. However, in order to maximize the Fund's ability to track the Index,
shareholders are urged to transmit purchase requests prior to 2:00 p.m. (Eastern
time). The order is considered received immediately. Payment by federal funds
must be received before 4:00 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: (Fund Name) (Fund Class); (Fund Number N
this number can be found on the account statement or by contacting the Fund);
Account Number; Trade Date and Order Number; Group Number or Dealer Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted.



<PAGE>



Purchasing Shares by Check

Shares may be purchased by mailing a check made payable to the name of the Fund
(designate class of Shares and account number) to: Federated Shareholder
Services Company, P.O. Box 8600, Boston, MA 02266-8600. Orders by mail are
considered received when payment by check is converted into federal funds
(normally the business day after the check is received).

Systematic Investment Program

Under this program, funds may be automatically withdrawn periodically from the
shareholder's checking account at an Automated Clearing House ("ACH") member and
invested in the Fund. Shareholders should contact their financial intermediary
or the Fund to participate in this program.

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

                        REDEEMING AND EXCHANGING SHARES

Shares of the Fund may be redeemed for cash or exchanged for Class C Shares of
other Federated Funds on days on which the fund computes its NAV. Shares are
redeemed at NAV less any applicable contingent deferred sales charge. Exchanges
are made at NAV. Shareholders who desire to automatically exchange Shares, for
other Shares, in a predetermined amount on a monthly, quarterly, or annual basis
may take advantage of a systematic exchange privilege. Information on this
privilege is available from the Fund or your financial intermediary. Depending
upon the circumstances, a capital gain or loss may be realized when Shares are
redeemed or exchanged.

Redeeming or Exchanging Shares Through a Financial Intermediary

Shares of the Fund may be redeemed or exchanged by contacting your financial
intermediary before 4:00 p.m. (Eastern time). In order for these transactions to
be processed at that day's NAV, financial intermediaries (other than
broker/dealers) must transmit the request to the Fund before 4:00 p.m. (Eastern
time), while broker/dealers must transmit the request to the Fund before 5:00
p.m. (Eastern time). The financial intermediary is responsible for promptly
submitting transaction requests and providing proper written instructions.
Customary fees and commissions may be charged by the

financial intermediary for this service. Appropriate authorization forms for
these transactions must be on file with the Fund.

Redeeming or Exchanging Shares by Telephone

Shares acquired directly from the Fund may be redeemed in any amount, or
exchanged, by calling 1-800-341-7400. Appropriate authorization forms for these
transactions must be on file with the Fund. Shares held in certificate form must
first be returned to the Fund as described in the instructions under "Redeeming
or Exchanging Shares by Mail." Redemption proceeds will either be mailed in the
form of a check to the shareholder's address of record or wire-transferred to
the shareholder's account at a domestic commercial bank that is a member of the
Federal Reserve System, normally within one business day, but in no event more
than seven days, after the redemption request. The minimum amount for a wire
transfer is $1,000. Proceeds from redeemed Shares purchased by check or through
ACH will not be wired until that method of payment has cleared.

Telephone instructions will 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
this occurs, "Redeeming or Exchanging Shares By Mail" should be considered. The
telephone transaction privilege may be modified or terminated at any time.
Shareholders would be promptly notified.

Redeeming or Exchanging Shares by Mail

Shares may be redeemed in any amount, or exchanged, by mailing a written request
to: Federated Shareholder Services Company, Fund Name, Fund Class, P.O. Box
8600, Boston, MA 02266-8600. If share certificates have been issued, they must
accompany the written request. It is recommended that certificates be sent
unendorsed by registered or certified mail.

All written requests should state: 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 of the transaction. An exchange
request should also state the name of the Fund into which the exchange is to be
made. All owners of the account must sign the request exactly as the Shares are
registered. A check for redemption proceeds is normally mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request. Dividends are paid up to and including the day that
a redemption or exchange request is processed.

Requirements for Redemption

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.

Requirements for Exchange

Shareholders must exchange Shares having an NAV equal to the minimum investment
requirements of the fund into which the exchange is being made. Contact your
financial intermediary directly or the Fund for free information on, and
prospectuses for, the Federated Funds into which your Shares may be exchanged.
Before the exchange, the shareholder must receive a prospectus of the fund for
which the exchange is being made.

Upon receipt of proper instructions and required supporting documents, Shares
submitted for exchange are redeemed and proceeds invested in the same class of
shares of the other fund. Signature guarantees will be required to exchange
between fund accounts not having identical shareholder registrations. The
exchange privilege may be modified or terminated at any time. Shareholders will
be notified of the modification or termination of the exchange privilege.

Systematic Withdrawal Program

Under this program, Shares are redeemed to provide for periodic withdrawal
payments in an amount directed by the shareholder. To be eligible to participate
in this program, a shareholder must have an account value of at least $10,000,
other than retirement accounts subject to required minimum distributions. A
shareholder may apply for participation in this program through his financial
intermediary or by calling the Fund. Because participation in this program may
reduce, and eventually deplete, the shareholder's investment in the Fund,
payments under this program should not be considered as


yield or income. A contingent deferred sales charge may be imposed on Shares.


Contingent Deferred Sales Charge

The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. Redemptions will be processed in a manner intended to maximize the
amount of redemption which will not be subject to a contingent deferred sales
charge. The contingent deferred sales charge will not be imposed with respect to
Shares acquired through the reinvestment of dividends or distributions of
long-term capital gains. In determining the applicability of the contingent
deferred sales charge, the required holding period for your new Shares received
through an exchange will include the period for which your original Shares were
held.

Eliminating the Contingent Deferred Sales Charge
Upon written notification to Federated Securities Corp. or the transfer agent,
no contingent deferred sales charge will be imposed on redemptions:

  following the death or disability, as defined in Section 72(m)(7) of the
 Internal Revenue Code of 1986, of the last surviving shareholder;

  representing minimum required distributions from an Individual Retirement
 Account or other retirement plan to a shareholder who has attained the age of
 70/1/2;

  which are involuntary redemptions of shareholder

accounts that do not comply with the minimum balance requirements;

  which are reinvested in the Fund under the reinvestment privilege;

  of Shares held by Trustees, employees and sales representatives of the Fund,
 the distributor, or affiliates of the Fund or distributor, and their immediate
 family members; employees of any financial intermediary that sells Shares of
 the Fund pursuant to a sales agreement with the distributor; and their
 immediate family members to the extent that no payments were advanced for
 purchases made by these persons; and

  of Shares originally purchased through a bank trust department, an investment
 adviser registered under the Investment Advisers Act of 1940 or retirement
 plans where the third party administrator has entered into certain arrangements
 with Federated Securities Corp. or its affiliates, or any other financial
 intermediary, to the extent that no payments were advanced for purchases made
 through such entities.

For more information regarding the contingent deferred sales charge or any of
the above provisions, contact your financial intermediary or the Fund. The Fund
reserves the right to discontinue or modify these provisions. Shareholders will
be notified of such action.

                         ACCOUNT AND SHARE INFORMATION

Confirmations and Account Statements

Shareholders will receive detailed confirmations of transactions (except for
systematic program transactions). In addition, shareholders will receive
periodic statements reporting all account activity, including dividends paid.
The Fund will not issue share certificates.

Dividends and Distributions

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Net long-term capital gains realized by the Fund, if
any, will be distributed at least once every 12 months. Dividends and
distributions are automatically reinvested in additional Shares of the Fund on
payment dates at the ex-dividend date NAV without a sales charge, unless
shareholders request cash payments on the new account form or by contacting the
transfer agent.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
close an account by redeeming all shares and paying the proceeds to the
shareholder if the account balance falls below the applicable minimum investment
amount. Retirement plan accounts and accounts where the balance falls below the
minimum due to NAV changes will not be closed in this manner. Before an account
is closed, the shareholder will be notified and allowed 30 days to purchase
additional Shares to meet the minimum. The Fund reserves the right to charge an
annual fee for shareholder accounts which fall below the required minimum.

    

                       FEDERATED INDEX TRUST INFORMATION

Management of the Trust
Board of Trustees

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

Fund's Manager

Federated Management serves as the Fund's manager (the "Manager"). The Trust has
entered into a management contract (the "Management Contract") with the Manager,
which, in turn, has entered into a sub-management contract (the "Sub-Management
Contract") with ANB Investment Management and Trust Company ("ANB" or the "Sub-
Manager") (ANB and the Manager are collectively referred to herein as
"Managers"). It is the Manager's responsibility to select the Sub-Manager,
subject to the review and approval of the Trustees and to review and evaluate
the Sub-Manager's continued performance. The Manager is also responsible for
providing administrative services to the Fund.

Subject to the supervision and direction of the Trustees, the Manager provides
to the Fund investment management evaluation services principally by performing
initial due diligence on the Sub-Manager for the Fund and thereafter monitoring
and evaluating the performance of the Fund's Sub-Manager through quantitative
and qualitative analyses. In addition, the Manager conducts periodic in-person,
telephonic and written consultations with the Sub-Manager. In initially
evaluating the Sub-Manager, the Manager considered, among other factors, the
Sub-Manager's level of expertise; relative performance over a minimum period of
five years; level of efficiency; level of adherence to investment discipline or
philosophy; personnel, facilities and financial strength; and quality of service
and client communications. On an ongoing basis, the Manager is responsible for
communicating performance expectations and evaluations to the Sub-Manager;
monitoring tracking errors; monitoring and analyzing the appropriate futures
contracts to purchase and the futures holdings of the Fund as a percentage of
Fund assets; monitoring market timing in the Fund; discussing with the Sub-
Manager which method of indexing to use; and ultimately recommending to the
Trustees whether the Sub-Management Contract should be renewed, modified or
terminated. The Manager provides written reports to the Trustees regarding the
results of its evaluation and monitoring functions. In addition, the Manager is
responsible for providing the Fund with administrative services, including, but
not limited to, shareholder servicing and certain legal and accounting services.
The Manager is also responsible for conducting all operations of the Fund,
except those operations contracted to the Sub-Manager, custodian, transfer agent
and dividend disbursing agent. As described below, the Manager receives an
annual fee from the Fund for performing its responsibilities under the
Management Contract.

 Management Fees.

 The Fund's Manager receives an annual management fee equal to .30% of the
 Fund's average daily net assets. Under the Management Contract, which provides
 for the voluntary waiver of the management fee by the Manager, the Manager will
 voluntarily waive some or all of the management fee. The Manager can terminate
 this voluntary waiver of some or all of its management fee at any time in its
 sole discretion.

 Manager'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.



Both the Trust and the Manager 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 interests. 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.

Sub-Manager

Under the terms of the Sub-Management Contract between the Manager and ANB, ANB
serves as the Fund's Sub-Manager. The Sub-Manager will develop, maintain and run
the computer program designed to determine which securities will be purchased
and sold so as to replicate the composition of the Index to the extent feasible,
and, subject to the Manager's oversight, has complete discretion to purchase and
sell portfolio securities for the Fund within the Fund's investment objective,
restrictions and policies.

 Sub-Management Fees

 For its services under the Sub-Management Contract, ANB receives an annual fee
 from the Manager equal to .05% of the first $100 million of net assets under
 management, .02% over $100 million but less than $200 million, and .01% of net
 assets over and above $200 million, on an annualized basis. This fee is paid by
 the Manager out of its resources and is not an incremental Fund expense. No
 performance or incentive fees are paid to the Sub-Manager.

 Sub-Manager's Background
   
 ANB, incorporated in the State of Illinois on July 1, 1988, is a registered
 investment adviser under the Investment Advisers Act of 1940. ANB is a
 wholly-owned subsidiary of First Chicago Investment Management Company which,
 in turn, is an indirect wholly-owned subsidiary of First Chicago NBD
 Corporation. It serves as investment adviser principally to corporate defined
 benefit and defined contribution plans which have, as of June 1997, placed
 approximately $28.7 billion in assets with ANB. Since 1973, when American
 National Bank and Trust Company of Chicago introduced its first commingled
 equity index fund, ANB has developed and managed a family of equity and bond
 index funds in which some 200 nationwide non-financial institution clients
 invest. In total, ANB manages 72 commingled/common trust funds. On October 3,
 1997, First Chicago NBD Corporation announced an aggrement to sell ANB to
 Northern Trust Corporation ("Northern Trust"). The Fund anticipates that on or
 about December 31, 1997, First Chicago Investment Management Company will have
 closed the sale of ANB to Northern Trust. After the closing, ANB will be a
 wholly-owned subsidiary of Northern Trust or one of its subsidiaries. The
 Manager has recommended that ANB continue as Sub- Manager after the expected
 sale. If the sale takes place, the subadvisory contract between the Manager and
 ANB will terminate by its terms and a new contract will have to be approved by
 the Trustees and the shareholders.

 The Board of Trustees and shareholders of the Fund will be asked to approve a
 new contract with ANB. Because the contract would terminate prior to a
 shareholder meeting and vote, the Board of Trustees will also be asked to
 approve the continuation of ANB as Sub-Manager until shareholder approval can
 be obtained. If the closing, Board of Trustee approval, and shareholder
 approval do not occur, shareholders will be notified, and the Manager will
 assume its responsible to conduct all advisory activities.

 Northern Trust is a bank holding company and one of the country's largest
 institutions, with subsidiaries located across the United States and in several
 international locations. At the end of the second quarter of 1997, total assets
 of Northern Trust were $26 billion and trust assets under administration were
 $898 billion.
    
 Also, since 1992, ANB has served as Sub-Manager for the Federated Mini-Cap Fund
 and for the Federated Mid-Cap Fund, which are also portfolios of the Trust.

Distribution of Class C Shares

Federated Securities Corp. is the principal distributor for 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. Federated Securities Corp. pays a licensing
fee to S&P for the right to use the Index in connection with the sub-management
activities for the Fund. Federated Securities Corp. is not affiliated with S&P.


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 by the
Fund in an amount computed at an annual rate of 0.75% of the average daily net
asset value of Shares. The distributor may select financial institutions such as
banks, fiduciaries, custodians for public funds, investment advisers and
broker/dealers to provide sales services or distribution-related support
services as agents for their clients or customers.

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

In addition, the Fund 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 net asset value of
Shares to obtain certain personal services for shareholders and to maintain
shareholder accounts. 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 Fund 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 Manager or its affiliates.

Administration of the Fund
Administrative Services

Federated Services Company, a subsidiary of Federated Investors, provides the
Manager with the administrative personnel and services necessary to provide
shareholder servicing and certain legal and accounting services.

Brokerage Transactions

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Managers look for prompt execution of the order at a favorable
price. In working with dealers, the Managers will generally utilize those who
are recognized dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere. In selecting among
firms believed to meet these criteria, the Managers may give consideration to
those firms which have sold or are selling shares of the Fund and other funds
distributed by Federated Securities Corp. The Managers make decisions on
portfolio transactions and select brokers and dealers subject to review by the
Trustees.

Expenses of the Fund and Class C Shares
Holders of Shares pay their allocable portion of Trust and Fund expenses.

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

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



<PAGE>



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


                            SHAREHOLDER INFORMATION

Each Share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of all classes 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 Fund or class are
entitled to vote.

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

                                TAX INFORMATION

Federal Income Tax

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code 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, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held their shares.

State and Local Taxes

In the opinion of Houston, Donnelly & Meck, counsel to the Trust, Fund shares
may be subject to personal property taxes imposed by counties, municipalities,
and school districts in Pennsylvania to the extent that the portfolio securities
in the Fund would be subject to such taxes if owned directly by residents of
those jurisdictions.

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax 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 of the Fund after reinvesting all income and
capital gain distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.

The yield of Shares of the Fund is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by the Shares over a thirty-day period by the offering price per share of the
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 the Shares and, therefore, may

not correlate to the dividends or other distributions paid to shareholders.



<PAGE>



Shares are sold without any sales load, however, performance information does
reflect the effect of the non-recurring contingent deferred sales charge, which,
if excluded, would increase the total return and yield. Total return and yield
will be calculated separately for Class C Shares, Institutional Shares, and
Institutional Service Shares.

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

                            OTHER CLASSES OF SHARES

The Fund also offers other classes of shares called Institutional Shares and
Institutional Service Shares.

Institutional Shares are sold at net asset value to accounts for which financial
institutions act in a fiduciary or agency capacity and are subject to a minimum
initial investment of $25,000 over a 90-day period and a Shareholder Services
Agreement.

Institutional Service Shares are sold at net asset value to retail or private
banking customers of financial institutions and are subject to a minimum initial
investment of $25,000 over a

90-day period, a 12b-1 Plan, and a Shareholder Services Agreement.

Financial institutions and brokers providing sales and/or administrative
services may receive different compensation depending upon which class of shares
of the Fund is sold.

Class C Shares, Institutional Shares and Institutional Service Shares are
subject to certain of the same expenses, however, Class C Shares are sold
subject to a contingent deferred sales charge imposed on shares redeemed within
one year of purchase. Expense differences between Class C Shares, Institutional
Shares and Institutional Service Shares may affect the performance of each
class.

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

To obtain more information and a prospectus for Institutional Shares and
Institutional Service Shares, investors may call

1-800-341-7400 or contact their financial intermediary.





[LOGO OF FEDERATED INVESTORS]


Federated Max-Cap Fund
(A Portfolio of Federated Index Trust)

Class C Shares

Prospectus
November 10, 1997


An Open-End, Diversified Management
Investment Company





Federated Max-Cap Fund
Class C Shares
Federated Investors Tower
Pittsburgh, PA 15222-3779

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

Manager
Federated Management
Federated Investors Tower
Pittsburgh, PA 15222-3779

Sub-Manager
ANV Investment Management
and Trust Co.
One North LaSalle Street
Chicago, Illinois 60690

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

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

Independent Auditors
Ernst & Young LLP
One Oxford Centre
Pittsburgh, PA 15222




  Federated Securities Corp., Distributor

  Federated Inestors Tower
  Pittsburgh, PA 15222-3779

  1-800-341-7400

  www.federatedinvestors.com




Cusip
G00717-01 (11/97)







                             FEDERATED MAX-CAP FUND
                     (A PORTFOLIO OF FEDERATED INDEX TRUST)
                                          
                                 CLASS C SHARES
                                          
                              INSTITUTIONAL SHARES
                          INSTITUTIONAL SERVICE SHARES

                       STATEMENT OF ADDITIONAL INFORMATION












        

     The Class C Shares, Institutional Shares and Institutional Service Shares
     and of Federated Max-Cap Fund (the "Fund") (a portfolio of Federated Index
     Trust) represent interests in a diversified portfolio of securities. This
     Statement of Additional Information should be read with the prospectus for
     Class C Shares dated November 10, 1997, and the respective prospectuses for
     Institutional Shares and Institutional Service Shares dated December 31,
     1996. This Statement is not a prospectus itself. You may request a copy of
     a prospectus or a paper copy of this Statement of Additional Information,
     if you have received it electronically, free of charge by calling
     1-800-341-7400.

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated November 10, 1997

                                                                        
[GRAPHIC OMITTED]

     Cusip 31420E106
     Cusip 31420E403
     Cusip
     0032104B (11/97)




<PAGE>


TABLE OF CONTENTS

                                        I

GENERAL INFORMATION ABOUT THE FUND     1

INVESTMENT OBJECTIVE AND POLICIES      1
  Types of Investments                 1
  When-Issued and Delayed Delivery
     Transactions                      3
  Lending of Portfolio Securities      3
  Reverse Repurchase Agreements        3
  Portfolio Turnover                   3

INVESTMENT LIMITATIONS                 3

FEDERATED INDEX TRUST MANAGEMENT       6
  Fund Ownership                      10
  Trustees' Compensation              11
  Trustee Liability                   12

MANAGEMENT SERVICES                   12
  Managers to the Fund                12
  Management Fees                     12
  Other Related Services              12

BROKERAGE TRANSACTIONS                12

OTHER SERVICES                        13
  Custodian and Portfolio Accountant  13
  Transfer Agent                      13
  Independent Auditors                13



PURCHASING SHARES                     13
     
  Reinvestment Privilege
     (Class C Shares)                 13
      

DISTRIBUTION PLAN AND
     SHAREHOLDER SERVICES             13
  Conversion to Federal Funds         14

DETERMINING NET ASSET VALUE           14
  Determining Market Value of
     Securities                       14

REDEEMING SHARES                      14
  Redemption in Kind                  14
     
  Contingent Deferred Sales Charge
    (Class C Shares)                  15
      

MASSACHUSETTS PARTNERSHIP LAW         15

TAX STATUS                            15
  The Fund's Tax Status               15
  Shareholders' Tax Status            15
  Capital Gains                       15

TOTAL RETURN                          15

YIELD                                 16

PERFORMANCE COMPARISONS               16
  Economic and Market Information     17

ABOUT FEDERATED INVESTORS             17
  Mutual Fund Market                  17
  Institutional Clients               18
  Trust Organizations                 18
  Broker/Dealers and Bank Broker/Dealers
    Subsidiaries                      18

STANDARD & POOR'S                     18


<PAGE>




GENERAL INFORMATION ABOUT THE FUND

   

Federated Max-Cap Fund is a portfolio of Federated Index Trust (the "Trust"),
which was established as a Massachusetts business trust under a Declaration of
Trust dated January 30, 1990. On December 5, 1994, the Trustees changed the name
of the Fund from the Max-Cap Fund to the Federated Max-Cap Fund. Shares of the
Fund are offered in three classes, known as Class C Shares, Institutional Shares
and Institutional Service Shares (individually and collectively referred to as
"Shares"). This Statement of Additional Information relates to the Shares of the
Fund.

    

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to provide investment results that correspond
to the aggregate price and dividend performance of publicly-traded common
stocks, by duplicating the composition of the Standard & Poor's 500 Composite
Stock Price Index. The investment objective cannot be changed without approval
of shareholders. The policies described below may be changed by the Board of
Trustees ("Trustees") without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

TYPES OF INVESTMENTS

In addition to the common stocks described in the prospectus, the Fund may also
invest in money market instruments and U.S. government obligations and
securities in such proportions as, in the judgment of the managers, prevailing
market conditions warrant.

    MONEY MARKET INSTRUMENTS

      The Fund may invest in the following money market instruments:

      oinstruments of domestic and foreign banks and savings associations having
      capital, surplus, and undivided profits of over $100,000,000, or if the
      principal amount of the instrument is insured in full by the Federal
      Deposit Insurance Corporation; and

      oprime commercial paper (rated A-1 by Standard and Poor's, Prime-1 by
Moody's Investors Service, Inc., or F-1 by Fitch Investors Service).

    REPURCHASE AGREEMENTS

      When purchasing U.S. government securities pursuant to repurchase
      agreements, in the event that a defaulting seller of the securities 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
      managers to be creditworthy pursuant to guidelines established by the
      Trustees. The Fund or its custodian will take possession of the securities
      subject to repurchase agreements and these securities will be marked to
      market daily.

    U.S. GOVERNMENT OBLIGATIONS

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

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

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

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

     o    the credit of the agency or instrumentality issuing the obligations.

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

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

     o    Federal Home Loan Banks;

     o    Farmers Home Administration; and

     o    Federal National Mortgage Association

    VARIABLE RATE U.S. GOVERNMENT SECURITIES

      In the case of certain U.S. government securities purchased by the Fund
      that carry variable interest rates, these rates will reduce the changes in
      the market value of such securities from their original purchase prices.

      Accordingly, the potential for capital appreciation or capital
      depreciation should not be greater than the potential for capital
      appreciation or capital depreciation of fixed interest rate U.S.
      government securities having maturities equal to the interest rate
      adjustment dates of the variable rate U.S. government securities.

    STOCK INDEX FUTURES AND OPTIONS

      The Fund may utilize stock index futures contracts and options on stocks,
      stock indices and stock index futures contracts for the purposes of
      managing cash flows into and out of the Fund's portfolio and potentially
      reducing transactional costs. The Fund may not use stock index futures
      contracts and options for speculative purposes.

      As a means of reducing fluctuations in the net asset value of shares of
      the Fund, the Fund may attempt to hedge all or a portion of its portfolio
      through the purchase of listed put options on stocks, stock indices, and
      stock index futures contracts. These options will be used only as a form
      of forward pricing to protect portfolio securities against decreases in
      value resulting from market factors such as an anticipated increase in
      interest rates. A put option gives the Fund, in return for a premium, the
      right to sell the underlying security to the writer (seller) at a
      specified price during the term of the option. Put options on stock
      indices are similar to put options on stocks except for the delivery
      requirements. Instead of giving the Fund the right to make delivery of
      stock at a specified price, a put option on a stock index gives the Fund,
      as holder, the right to receive an amount of cash upon exercise of the
      option.

      The Fund may also write covered call options. As the writer of a call
      option, the Fund has the obligation upon exercise of the option during the
      option period to deliver the underlying security upon payment of the
      exercise price.

      The Fund may only: (1) buy listed put options on stock indices and stock
      index futures contracts; (2) buy listed put options on securities held in
      its portfolio; and (3) sell listed call options either on securities held
      in its portfolio or on securities which it has the right to obtain without
      payment of further consideration (or has segregated cash in the amount of
      any such additional consideration). The Fund will maintain its positions
      in securities, option rights, and segregated cash subject to puts and
      calls until the options are exercised, closed, or expired.

      The Fund may also enter into stock index futures contracts. A stock index
      futures contract is a bilateral agreement which obligates the seller to
      deliver (and the purchaser to take delivery of) an amount of cash equal to
      a specific dollar amount times the difference between the value of a
      specific stock index at the close of trading of the contract and the price
      at which the agreement is originally made. There is no physical delivery
      of the stocks constituting the index, and no price is paid upon entering
      into a futures contract. In general, contracts are closed out prior to
      their expiration. The Fund, when purchasing or selling a futures contract,
      will initially be required to deposit in a segregated account in the
      broker's name with the Fund's custodian an amount of cash or U.S.
      government securities approximately equal to 5-10% of the contract value.
      This amount is known as "initial margin", and it is subject to change by
      the exchange or board of trade on which the contract is traded. Subsequent
      payments to and from the broker are made on a daily basis as the price of
      the index or the securities underlying the futures contract fluctuates.
      These payments are known as "variation margins", and the fluctuation in
      value of the long and short positions in the futures contract is a process
      referred to as "marking to market." The Fund may decide to close its
      position on a contract at any time prior to the contract's expiration.
      This is accomplished by the Fund taking an opposite position at the then
      prevailing price, thereby terminating its existing position in the
      contract. Because both the initial and variation margin resemble a
      performance bond or good faith deposit on the contract, they are returned
      to the Fund upon the termination of the contract, assuming that all
      contractual obligations have been satisfied. Therefore, the margin
      utilized in futures contracts is readily distinguishable from the margin
      employed in security transactions, since futures contracts margin does not
      involve the borrowing of funds to finance the transaction.



<PAGE>


WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

LENDING OF PORTFOLIO SECURITIES

The Fund may lend its portfolio securities up to one-third of the value of its
total assets to broker/dealers, banks, or other institutional borrowers of
securities. The Fund will only enter into loan arrangements with broker/dealers,
banks, or other institutions which the sub-manager 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.

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. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.

REVERSE REPURCHASE AGREEMENTS

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

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

PORTFOLIO TURNOVER

The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objective. For the fiscal years ended October 31, 1996 and
October 31, 1995, the portfolio turnover rates for the Fund were 3% and 57%,
respectively.

INVESTMENT LIMITATIONS

INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities. However, the Fund may purchase
put options on stock index futures, put options on financial futures, and stock
index futures contracts.

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any securities on
margin, other than in connection with buying stock index futures contracts, put
options on stock index futures and put options on financial futures, but may
obtain such short-term credits as are necessary for the clearance of
transactions.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets except portfolio securities, the market
value of which does not exceed one-third of the total value of the Fund's
assets. This shall not prevent the purchase or holding of corporate or
government 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 the Declaration of
Trust of the Trust.

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 ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF THE
TRUST

The Fund will not purchase or retain the securities of any issuer in which the
Officers and Trustees of the Trust or the Fund's investment adviser own a
substantial financial interest.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Fund will not issue senior securities, except as permitted by its investment
objective and policies, and except that the Fund may enter into reverse
repurchase agreements and otherwise borrow up to one-third of the value of its
total assets, including the amount borrowed, as a temporary, extraordinary, or
emergency measure or to facilitate management of the portfolio by enabling the
Fund to meet redemption requests when the liquidation of portfolio instruments
would be inconvenient or disadvantageous. The Fund will not purchase any
securities while any borrowings in excess of 5% of its total assets are
outstanding. During the period any reverse repurchase agreements are outstanding
the Fund will restrict the purchase of portfolio securities to money market
instruments maturing on or before the expiration date of the reverse repurchase
agreements, but only to the extent necessary to assure the completion 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 the lesser of the dollar amounts
borrowed or 10% of the value of the total assets at the time of the borrowing.

DIVERSIFICATION OF INVESTMENTS

The Fund will not invest more than 5% of the value of its total assets in the
securities of any one issuer, except U.S. government securities, or invest in
more than 10% of the voting securities of one issuer.

CONCENTRATION OF INVESTMENTS

The Fund will not invest 25% or more of the value of its total assets in
securities of companies in any one industry. However, investing in U.S.
government obligations shall not be considered investing in any one industry.

INVESTING IN REAL ESTATE

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

INVESTING IN RESTRICTED SECURITIES

The Fund will not invest in securities subject to restrictions on resale under
the federal securities laws, unless the securities are determined by the Fund's
manager to be liquid under criteria established by the Fund's Trustees. The Fund
will not invest more than 5% of its total assets in restricted securities.

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

WRITING COVERED CALL OPTIONS

The Fund will not write call options on securities unless the securities are
held in the Fund's portfolio or unless the Fund is entitled to them in
deliverable form without further payment or after segregating cash in the amount
of any further payment.

INVESTING IN PUT OPTIONS

The Fund will not purchase put options on securities, other than put options on
stock indices, unless the securities are held in the Fund's portfolio and not
more than 5% of the value of the Fund's total assets would be invested in
premiums on open put option positions.

ACQUIRING SECURITIES

The Fund will not purchase securities of other investment companies except to
the extent permitted by the Investment Company Act of 1940, or except as part of
a merger, consolidation, or other acquisition. It will not invest in securities
for the purpose of exercising control or management.

INVESTING IN ILLIQUID SECURITIES

The Fund will not invest more than 15% of its net assets in securities which are
illiquid, including certain restricted securities not determined by the Trustees
to be liquid and repurchase agreements providing for settlement more than seven
days after notice.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

The Fund did not borrow money or pledge securities in excess of 5% of the value
of its net assets during the past fiscal year and does not expect to do so
during the coming fiscal year.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items".



<PAGE>


FEDERATED INDEX TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Index 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 and Trustee 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.




<PAGE>



J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949

Executive Vice President and Trustee

     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.


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.




<PAGE>



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

Trustee

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


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

Trustee

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


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

Trustee

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


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

Trustee

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


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

President

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




<PAGE>



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; 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; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; RIMCO Monument Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The
Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; Wesmark Funds; and World Investment Series, Inc.
    
FUND OWNERSHIP

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

   

As of October 14, 1997, the following shareholders of record owned 5% or more of
the outstanding Institutional Shares of the Fund: Mitra & Co., Milwaukee, WI,
owned approximately 6,158,127 shares (10.48%); and Citizens Trust Company, owned
approximately 3,188,733 shares (5.43%).

As of October 14, 1997, the following shareholders of record owned 5% or more of
the Institutional Service Shares of the Fund: Texas Commerce Bank as Trustee for
Defined Contribution Plans, Houston, TX, owned approximately 731,250 shares
(6.08%); and Fort Wayne National Bank, Fort Wayne, IN, owned approximately
1,142,083 shares (9.50%).

As of October 14, 1997, the Fund's Class C Shares were not yet effective.

    



<PAGE>
<TABLE>
<CAPTION>


TRUSTEES' COMPENSATION
<S>                       <C>                  <C>

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

John F. Donahue            $ -0-                $-0- for the Trust  and
Chairman and Trustee                            54 other investment companies in the Fund Complex

J. Christopher Donahue     $ -0-                $-0- for the Trust  and
Executive Vice President                        16 other investment companies in the Fund and Trustee Complex

Thomas G. Bigley++         $1,853.85            $86,331 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

John T. Conroy, Jr.        $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

William J. Copeland        $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

James E. Dowd              $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.    $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.    $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Peter E. Madden            $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Gregor F. Meyer            $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

John E. Murray, Jr.        $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Wesley W. Posvar           $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Marjorie P. Smuts          $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex




</TABLE>

*Information is furnished for the fiscal year ended October 31, 1996.

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

MANAGEMENT SERVICES

MANAGERS TO THE FUND

     The Fund's manager is Federated Management. It is a subsidiary of Federated
Investors. All the voting securities of Federated Investors are owned by a
trust, the trustees of which are John F. Donahue, his wife, and his son, J.
Christopher Donahue.

   

     The Fund's sub-manager is ANB Investment Management and Trust Company
("ANB"). It is a wholly-owned subsidiary of First Chicago Investment Management
Company. First Chicago Investment Management Company is a wholly-owned
subsidiary of First National Bank of Chicago, which in turn, is a wholly-owned
subsidiary of First Chicago NBD Corporation. The sub-manager's directors are J.
Stephen Baine, Susan O. Jones, Nick G. Preda, J. Dirk Vos, Richard R. Wade,
Thomas P. Michaels and Neil R. Wright. The officers of ANB are J. Stephen Baine,
Chairman and President; Susan O. Jones, Chief Operating Officer; Neil R. Wright,
Chief Investment Officer; and Thomas P. Michaels, Secretary and Treasurer.

    

Neither the manager nor the sub-manager shall 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
the manager or sub-manager, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
imposed upon either of them by their respective management contracts.

MANAGEMENT FEES

For its management services, Federated Management receives an annual fee as
described in the prospectus. ANB receives an annual fee for its services as
described in the prospectus, which will be paid by the manager, based on the
Fund's average daily net assets.

For the fiscal years ended October 31, 1996, 1995 and 1994, the manager earned
$2,312,405, $1,727,669 and $1,287,529, respectively, of which $490,571, $433,282
and $289,795, respectively, was voluntarily waived due to undertakings to limit
the Fund's expenses.

OTHER RELATED SERVICES

Affiliates of the manager may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of shares of funds offered by Federated Securities Corp.

BROKERAGE TRANSACTIONS

The managers may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the
managers 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 managers or their
affiliates in advising the Fund and other accounts. To the extent that receipt
of these services may supplant services for which the managers or their
affiliates might otherwise have paid, it would tend to reduce their expenses.
The managers and their 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 October 31, 1996, 1995
and 1994, the Fund paid total brokerage commissions of $48,476, $35,334 and
$20,905, respectively.

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the managers, 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 managers 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 managers 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

CUSTODIAN AND PORTFOLIO ACCOUNTANT

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

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 on the size, type and
number of accounts and transactions made by shareholders.

INDEPENDENT AUDITORS

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

PURCHASING SHARES

   

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

REINVESTMENT PRIVILEGE (CLASS C SHARES)

The reinvestment privilege is available for all Class C Shares of the Fund.
Class C Shares may be reinvested in the same Share class within 120 days but
would not be entitled to a reimbursement of the contingent deferred sales charge
if paid at the time of redemption. However, such reinvested shares would not be
subject to a contingent deferred sales charge upon later redemption. In
addition, if the Class C Shares were reinvested through a financial
intermediary, the financial intermediary would not be entitled to an advanced
payment from Federated Securities Corp. on the reinvested Shares. Federated
Securities Corp. must be notified by the shareholder in writing or by his
financial intermediary of the reinvestment in order to eliminate a sales charge
or a contingent deferred sales charge. If the shareholder redeems Shares in the
Fund, there may be tax consequences.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
With respect to Institutional Service Shares and Class C Shares, the Fund has
adopted a Distribution Plan in accordance with Investment Company Act Rule
12b-1. Additionally, the Fund has adopted a Shareholder Services Agreement with
respect to all classes of Shares.

    

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 and Class C 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, the Fund may be able
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 October 31, 1996, the Fund paid shareholder services
fees in the amount of $1,820,325, all of which was waived, for Institutional
Shares.

For the fiscal year ended October 31, 1996, payment in the amount of $128,016,
of which $99,098 was waived, was made pursuant to the Plan for Institutional
Service Shares. In addition, the Fund paid shareholder services fees in the
amount of $106,680, of which $7,582 was waived for Institutional Service Shares.

   

The Fund's Class C Shares did not exist prior to November 10, 1997.

    

CONVERSION TO FEDERAL FUNDS

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. State Street Bank acts as the shareholder's agent in
depositing checks and converting them to federal funds.

DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset value
for each class of Shares is calculated by the Fund are described in the
respective prospectus.

DETERMINING MARKET VALUE OF SECURITIES

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

     o    for equity securities, according to the last sale price on a national
          securities exchange, if available;

     o    in the absence of recorded sales for equity securities, according to
          the mean between the last closing bid and asked prices;

     o    for bonds and other fixed income securities, at the last sale price on
          a national securities exchange if available, otherwise as determined
          by an independent pricing service; o for short-term obligations,
          according to the mean between bid and asked prices as furnished by an
          independent pricing service or for short-term obligations with
          remaining maturities of 60 days or less at the time of purchase, at
          amortized cost; or

     o    for all other securities, at fair value as determined in good faith by
          the Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.

The Fund will value stock index futures contracts, options on stock and stock
indices and put options on stock index futures and financial futures at their
market values established by the exchanges at the close of option trading on
such exchanges unless the Trustees determine in good faith that another method
of valuing option positions is necessary to appraise their fair value.

REDEEMING SHARES

   

The Fund redeems Shares at the next computed net asset value after State Street
Bank receives the redemption request. Redemption procedures are explained in the
respective prospectuses under "Redeeming Institutional Shares," "Redeeming
Institutional Service Shares," or "Redeeming and Exchanging Shares" (Class C
Shares).

    

REDEMPTION IN KIND

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

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

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

   

CONTINGENT DEFERRED SALES CHARGE (CLASS C SHARES)

In computing the amount of the applicable Contingent Deferred Sales Charge,
redemptions are deemed to have occurred in the following order: (1) Class C
Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Class C Shares held for more than one full year from the date of
purchase; (3) Class C Shares held for for less than one full year from the date
of purchase on a first-in, first-out basis.      MASSACHUSETTS PARTNERSHIP LAW

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

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

TAX STATUS

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because the Fund expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:

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

        

o invest in securities within certain statutory limits; and

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

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends received as cash or
additional shares. No portion of any income dividend paid by the Fund is
eligible for the dividends received deduction available to corporations. These
dividends, and any short-term capital gains, are taxable as ordinary income.

CAPITAL GAINS

Capital gains experienced by the Fund could result in an increase in dividends.
Capital losses could result in a decrease in dividends. If the Fund realizes net
long-term capital gains, it will distribute them at least once every 12 months.

TOTAL RETURN

The Fund's average annual total return for Institutional Shares for the
one-year, five-year periods ended October 31, 1996 and for the period from July
2, 1990 (date of initial public investment) to October 31, 1996 was 23.71%,
15.12% and 14.40%, respectively.

The Fund's average annual total return for Institutional Service Shares for the
one-year period ended October 31, 1996 and for the period from September 6, 1993
(date of initial public investment) to October 31, 1996 was 23.39% and 16.72%,
respectively.

   

The Fund's Class C Shares did not exist prior to November 10, 1997.

    

The average annual total return for each class of the Fund is the average
compounded rate of return for a given period that would equate a $1,000 initial
investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of shares owned at the
end of the period by the offering price per share at the end of the period. The
number of shares owned at the end of the period is based on the number of shares
purchased at the beginning of the period with $1,000, adjusted over the period
by any additional shares, assuming the quarterly reinvestment of all dividends
and distributions.

YIELD

   

The SEC yields for Institutional Shares and for Institutional Service Shares of
the Fund for the thirty-day period ended October 31, 1996 were 1.95% and 1.66%,
respectively. The Fund's Class C Shares did not exist prior to November 10,
1997.

    

The yield for each class of shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by the Fund over a thirty-day period by the offering price
per share of the Fund on the last day of the period. This value is 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 Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
performance will be reduced for those shareholders paying those fees.

PERFORMANCE COMPARISONS

The Fund's performance depends upon such variables as:

    o portfolio quality;

    o average portfolio maturity;

    o type of instruments in which the portfolio is invested;

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

    o changes in Fund expenses;

    o the relative amount of Fund cash flow; and

    o various other factors.

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

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

oLIPPER 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 offering price over a specific period of time. From
time to time, the Fund will quote its Lipper ranking in the "index funds"
category in advertising and sales literature.

oDOW JONES INDUSTRIAL AVERAGE ("DJIA") represents share prices of selected
blue-chip industrial corporations as well as public utility and transportation
companies. The DJIA indicates daily changes in the average price of stocks in
any of its categories. It also reports total sales for each group of industries.
Because it represents the top corporations of America, the DJIA's index
movements are leading economic indicators for the stock market as a whole.

oSTANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a composite
index of common stocks in industry, transportation, and financial and public
utility companies can be used to compare to the total returns of funds whose
portfolios are invested primarily in common stocks. In addition, the Standard &
Poor's index assumes reinvestments of all dividends paid by stocks listed on its
index. Taxes due on any of these distributions are not included, nor are
brokerage or other fees calculated in Standard & Poor's figures.

oMORNINGSTAR, 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 each class of shares may quote
total returns which are calculated on nonstandardized base periods. These total
returns also represent the historic change in the value of an investment in
either class of shares based on quarterly reinvestment of dividends over a
specified period of time.

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

ECONOMIC AND MARKET INFORMATION

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

ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected in
its investment decision making--structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands of
clients and their customers.

The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors. The traders handle trillions of dollars in
annual trading volume.

   

In the equity sector, Federated Investors has more than 26 years' experience. As
of December 31, 1996, Federated Investors managed 31 equity funds totaling
approximately $7.6 billion in assets across growth, value, equity income,
international, index and sector (i.e. utility) styles. Federated Investor's
value-oriented management style combines quantitative and qualitative analysis
and features a structured, computer-assisted composite modeling system that was
developed in the 1970s.

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

MUTUAL FUND MARKET

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





*source:  Investment Company Institute



<PAGE>


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.

TRUST ORGANIZATIONS

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 Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country--supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Federated Securities Corp.

    

STANDARD & POOR'S

The Fund is not sponsored, endorsed, sold or promoted by, or affiliated with,
Standard & Poor's ("S&P"). S&P makes no representation or warranty, express or
implied, to the owners of the Fund or any member of the public regarding the
advisability of investing in securities generally or in the Fund particularly or
the ability of the S&P 500 Index to track general stock market performance.
S&P's only relationship to Federated Securities Corp. (the "Licensee") is the
licensing of certain trademarks and trade names of S&P and of the S&P 500 Index
which is determined, composed and calculated by S&P without regard to the
Licensee or the Fund. S&P has no obligation to take the needs of the Licensee or
the owners of the Fund into consideration in determining, composing or
calculating the S&P 500 Index. S&P is not responsible for and has not
participated in the determination of, the timing of, prices at, or quantities of
the Fund to be issued or in the determination or calculation of the equation by
which the Fund is to be converted into cash. S&P has no obligation or liability
in connection with the administration, marketing or trading of the Fund.

S&P does not guarantee the accuracy and/or the completeness of the S&P 500 Index
or any data included therein. S&P makes no warranty, express or implied, as to
results to be obtained by Licensee, owners of the Fund, or any other person or
entity from the use of the S&P 500 Index or any data included therein in
connection with the rights licensed hereunder or for any other use. S&P makes no
express or implied warranties, and expressly disclaims all warranties of
merchantability or fitness for a particular purpose or use with respect to the
S&P 500 Index or any data included therein. Without limiting any of the
foregoing, in no event shall S&P have any liability for any special, punitive,
indirect, or consequential damages (including lost profits), even if notified of
the possibility of such damages.









Federated Mini-Cap Fund
(A Portfolio of Federated Index Trust)

Class C Shares

Prospectus

The Class C Shares of Federated Max-Cap Fund (the "Fund") offered by this
prospectus represent interests in the Fund, which is an investment portfolio in
Federated Index Trust (the "Trust"), an open-end, management investment company
(a mutual fund). The investment objective of the Fund is to seek to provide
investment results generally corresponding to the aggregate price and dividend
performance of publicly traded common stocks comprising the small-stock
capitalization sector of the United States equity market.

The shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank, and are not insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other
government agency. Investment in these shares involves investment risks,
including the possible loss of principal.

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

The Fund has also filed a Statement of Additional Information for Class C Shares
and Institutional Shares dated November 10, 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 to make
inquiries about the Fund, contact the Fund at the address listed in the back of
this prospectus. The Statement of Additional Information, material incorporated
by reference into this document, and other information regarding the Fund is
maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).

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

Prospectus dated November 10, 1997


                               TABLE OF CONTENTS

<TABLE>
<S>                                                  <C>
Summary of Fund Expenses                             1

General Information                                  2
 Calling the Fund                                    2

Investment Information                               2
 Investment Objective                                2
 Investment Policies                                 2
 Investment Risks                                    4
 Investment Limitations                              4

Net Asset Value                                      5
   
Investing in the Fund                                5

Purchasing Shares                                    5
 Purchasing Shares Through a
 Financial Intermediary                              5
 Purchasing Shares By Wire                           6
 Purchasing Shares By Check                          6
 Systematic Investment Program                       6
 Retirement Plans                                    6

Redeeming and Exchanging Shares                      6
 Redeeming or Exchanging Shares
 Through a Financial Intermediary                    6
 Redeeming or Exchanging Shares
 By Telephone                                        6
 Redeeming or Exchanging Shares By Mail              7
 Requirements for Redemption                         7
 Requirements for Exchange                           7
 Systematic Withdrawal Program                       7
 Contingent Deferred Sales Charges                   7
 Eliminating the Contingent Deferred Sales Charge    7

Account and Share Information                        8
 Confirmations and Account Statements                8
 Dividends and Distributions                         8
 Accounts with Low Balances                          8

    
Federated Index Trust Information                    8
 Management of the Trust                             8
 Distribution of Class C Shares                     10
 Administration of the Fund                         10
 Expenses of the Fund and Class C Shares            11

Shareholder Information                             11

Tax Information                                     11
 Federal Income Tax                                 11
 State and Local Taxes                              11

Performance Information                             12

Other Classes of Shares                             12
</TABLE>


                           SUMMARY OF FUND EXPENSES

                                 Class C Shares
                        Shareholder Transaction Expenses
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)(1)............. 1.00%
Redemption Fee (as a percentage of amount redeemed,
 if applicable)....................................................... None
Exchange Fee.......................................................... None

                           Annual Operating Expenses
               (As a percentage of projected average net assets)*
Management Fee........................................................ 0.50%
12b-1 Fee............................................................. 0.75%
Total Other Expenses.................................................. 0.47%
 Shareholder Services Fee....................................... 0.25%
   Total Operating Expenses........................................... 1.72%

(1) The contingent deferred sales charge assessed is 1.00% of the lesser of the
    original purchase price or the net asset value of Shares redeemed within one
    year of their purchase date. See "Contingent Deferred Sales Charge."

 *  Total operating expenses are estimated based on average expenses expected to
    be incurred during the period ending October 31, 1998. During the course of
    this period, expenses may be more or less than the average amount shown.

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.

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

<TABLE>
<CAPTION>
                                 Example                                   1 Year  3 Years
<S>                                                                        <C>     <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return, and (2)Eredemption at the end of each
time period..............................................................    $28      $54
You would pay the following expenses on the same investment, assuming
no redemption............................................................    $17      $54
</TABLE>

The above example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. This example
is based on estimated data for the Class    C     Shares fiscal year ending
October 31, 1998.




GENERAL INFORMATION

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated January 30, 1990. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") has established two classes of shares of the Fund known as
Class C Shares and Institutional Shares. This prospectus relates only to the
Class C Shares of the Fund. Class C Shares ("Shares") are designed primarily for
individuals as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio consisting primarily of common
stocks comprising the Russell 2000(R) Index.

The Fund's current net asset value and offering price may be found in the mutual
funds section of local newspapers under "Federated" and the appropriate class
designation listing.

Calling the Fund Call the Fund at 1-800-341-7400.


                             INVESTMENT INFORMATION
Investment Objective

The investment objective of the Fund is to provide investment results that
generally correspond to the aggregate price and dividend performance of the
approximately 2,000 publicly traded common stocks that are ranked in terms of
capitalization below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the United States equity market. The investment
objective of the Fund cannot be changed without the approval of shareholders.
These stocks comprise the Russell 2000(R) Index (the "Index"), an index of small
capitalization stocks. While there is no assurance that the Fund will achieve
its investment objective, it endeavors to do so by following the investment
policies described in this prospectus.

The Fund is neither affiliated with nor promoted, sponsored or endorsed by the
Frank Russell Company. Frank Russell's only relationship to the Fund is the
licensing of the use of the Index. Frank Russell Company is the owner of the
trademarks and copyrights relating to the Index. The Russell 2000(R) Index is a
trademark/service mark of the Frank Russell Company. Russell(R) is a trademark
of the Frank Russell Company. Frank Russell Company is not responsible for and
has not reviewed the Fund or any associated literature or publications and Frank
Russell Company makes no representation or warranty, express or implied, as to
their accuracy, or completeness, or otherwise.

Investment Policies

The investment policies described below may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material changes
in these policies become effective.

The Fund pursues its investment objective by investing primarily in a pool of
securities that will duplicate the investment characteristics of the Index.
Under normal market circumstances, the Fund will invest at least 80% of its
assets in the common stocks included in the Index.

In pursuit of its investment objective, the Fund uses a "passive" versus an
"active" investment approach. In the case of a fund using an active investment
approach, the fund would be managed by buying and selling securities based upon
economic, financial and market analysis as well as active investment judgment.
In contrast, the Fund uses a passive approach that attempts to approximate the
investment performance of the Index. Stocks are selected for inclusion in the
Fund's portfolio in the order of their contribution to the Fund's market
capitalization, industry and fundamental characteristics. Thus, small stocks
with the highest market capitalizations will comprise the highest percentage of
the Fund's investment portfolio, and those with the lowest market
capitalizations will comprise the lowest percentage of the Fund's investment
portfolio.

The Fund will not attempt to duplicate or approximate the composition of the
Index, although at least 80% of the assets comprising the Fund's portfolio will
be invested in stocks included in the Index. It is expected that by investing in
a pool of the issues that comprise the Index, the Fund's portfolio will closely
resemble the characteristics of the small stock capitalization sector of the
United States equity market. It is also anticipated that the Fund's performance
will achieve at least a 95% correlation to the performance of the Index, even
though the Fund will not, and does not seek to, duplicate the Index's
performance precisely.

The Russell 2000 Index is reconstituted annually, through a ranking of the total
market value of public stocks, at the end of the second calendar quarter. The
Fund is also reconstituted



at that time to match the Index. This annual reconstitution significantly
affects turnover and transaction costs. During the year, the Fund is also
adjusted as changes occur in the Index. Despite this trading activity to track
the Index, portfolio turnover is expected to be below that of most actively
managed small stock funds. Therefore, the accompanying costs, including
accounting costs, brokerage fees, custodial expenses, and transfer taxes are
expected to be lower as well.

     In order to accommodate cash flows into and out of the Fund's portfolio,
the Fund may enter into stock index futures contracts, options and options on
futures contracts. This will allow the Fund to simultaneously maximize the level
of the Fund assets used to track the performance of the small stock
capitalization sector of the United States equity market. The Fund can sell
futures contracts and options in order to close out a previously established
position. The Fund will not enter into stock index futures contracts, options
and options on futures contracts for speculative purposes.

Acceptable Investments

Under normal market circumstances, the Fund will invest 80% of its assets in
stocks that comprise the Index. In addtion, the Fund may hold cash reserves
which may, for other than defensive purposes, be invested in, but are not
limited to, the following:

U.S. Government Securities

The Fund is permitted to invest in U.S. government securities which are either
issued or guaranteed by the U.S. government, its agencies or instrumentalities.
These securities include, but are not limited to:

 .  direct obligations of the U.S. Treasury, such as U.S. Treasury bills, notes,
   and bonds;

 .  notes, bonds, and discount notes issued or guaranteed by U.S. government
   agencies and instrumentalities supported by the full faith and credit of the
   United States;

 .  notes, bonds, and discount notes of U.S. government agencies or
   instrumentalities which receive or have access to federal funding; and

 .  notes, bonds, and discount notes of other U.S. government instrumentalities
   supported only by the credit of the instrumentalities.

Repurchase Agreements

The U.S. government securities and other securities in which the Fund invests
may be purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements pursuant to which banks, broker/dealers and other recognized
financial institutions sell U.S. government securities or other securities to
the Fund and agree at the time of sale to repurchase them at a mutually agreed
upon time and price. 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.

Money Market Instruments
The Fund may also invest in:

 .  commercial paper; and

 .  instruments of domestic banks and savings associations (such as certificates
   of deposit and bankers' acceptances).

Stock Index Futures and Options

The Fund may utilize stock index futures contracts, options, and options on
futures contracts, subject to the limitation that the value of these futures
contracts and options will not exceed 20% of the Fund's total assets. Also, the
Fund will not purchase options to the extent that more than 5% of the value of
the Fund's total assets would be invested in premiums on open put option
positions. These futures contracts and options will be used to handle cash flows
into and out of the Fund and to potentially reduce transactional costs, since
transactional costs associated with futures and options contracts can be lower
than costs stemming from direct investments in stocks.

There are several risks accompanying the utilization of futures contracts to
effectively anticipate market transactions. First, positions in futures
contracts may be closed only on an exchange or board of trade that furnishes a
secondary market for such contracts. While the Fund plans to utilize futures
contracts only if there exists an active market for such contracts, there is no
guarantee that a liquid market will exist for the contracts at a specified time.
Furthermore, because, by definition, futures contracts look to projected price
levels in the future and not to current levels of valuation, market
circumstances may result in there being a discrepancy between the price of the
stock index future and the movement in the stock index. The absence of a perfect
price correlation between the futures contract and its underlying stock index
could stem




from investors choosing to close futures contracts by offsetting transactions,
rather than satisfying additional margin requirements. This could result in a
distortion of the relationship between the index and futures market. In
addition, because the futures market imposes less burdensome margin requirements
than the securities market, an increased amount of participation by speculators
in the futures market could result in price fluctuations.

In view of these considerations, the Fund will comply with the following
restrictions when purchasing and selling futures contracts. First, the Fund will
not participate in futures transactions if the sum of its initial margin
deposits on open contracts will exceed 5% of the market value of the Fund's
total assets, after taking into account the unrealized profits and losses on
those contracts into which it has entered. Second, the Fund will not enter into
these contracts for speculative purposes. Third, since the Fund does not
constitute a commodity pool, it will not market itself as such, nor serve as a
vehicle for trading in the commodities futures or commodity options markets. In
this regard, the Fund will disclose to all prospective investors the limitations
on its futures and options transactions, and will make clear that these
transactions are entered into only for bona fide hedging purposes or such other
purposes permitted under regulations promulgated by the Commodity Futures
Trading Commission ("CFTC"). Also, the Fund intends to claim an exclusion from
registration as a commodity pool operator under the regulations promulgated by
the CFTC.

Lending of Portfolio Securities

The Fund may lend its portfolio securities on a short-term or long-term basis up
to one-third of the value of its total assets to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks or other institutions which the managers
have determined are creditworthy under guidelines established by the Trustees.
The Fund will receive collateral in the form of cash or U.S. government
securities equal to at least 100% of the value of the securities loaned.

When-Issued and Delayed Delivery Transactions

The Fund may purchase short-term U.S. government securities on a when-issued or
delayed delivery basis. These transactions are arrangements in which the Fund
purchases securities with payment and delivery scheduled for a future time. The
seller's failure to complete these transactions may cause the Fund to miss a
price or yield considered to be advantageous. Settlement dates may be a month or
more after entering into these transactions, and the market values of the
securities purchased may vary from the purchase prices.

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

Investment Risks

As with other mutual funds that invest primarily in equity securities, the Fund
is subject to market risks. That is, the possibility exists that common stocks
will decline over short or even extended periods of time, and the United States
equity market tends to be cyclical, experiencing both periods when stock prices
generally increase and periods when stock prices generally decrease. However,
because the Fund invests primarily in small capitalization stocks, there are
some additional risk factors associated with investments in the Fund. In
particular, stocks in the small capitalization sector of the United States
equity market have historically been more volatile in price than larger
capitalization stocks, such as those included in the Standard & Poor's 500
Composite Stock Price Index. This is because, among other things, small
companies have less certain growth prospects than larger companies; have a lower
degree of liquidity in the equity market; and tend to have a greater sensitivity
to changing economic conditions. Further, in addition to exhibiting greater
volatility, the stocks of small companies may, to some degree, fluctuate
independently of the stocks of large companies. That is, the stocks of small
companies may decline in price as the price of large company stocks rises or
vice versa. Therefore, investors should expect that the Fund will be more
volatile than, and may fluctuate independently of, broad stock market indices
such as the Standard & Poor's 500 Composite Stock Price Index.

Investment Limitations
The Fund will not:

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




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

The Fund will not invest more than 15% of its net assets in securities that are
illiquid.

                                NET ASSET VALUE

The Fund's net asset value ("NAV") per Share fluctuates and is based on the
market value of all securities and other assets of the Fund. The NAV for Shares
and Institutional Shares may differ due to the variance in daily net income
realized by each class. Such variance will reflect only accrued net income to
which the shareholders of a particular class are entitled.

All purchases, redemptions and exchanges are processed at the NAV next
determined after the request in proper form is received by the Fund. The NAV is
determined as of the close of trading on the New York Stock Exchange (normally
4:00 p.m., Eastern time), except on: (i) days on which there are not sufficient
changes in the value of the Fund's portfolio securities that its net asset value
might be materially affected; (ii) days during which no Shares are tendered for
redemption and no orders to purchase Shares are received; and (iii) the
following holidays: New Year's Day, Martin Luther King Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.

   
                             INVESTING IN THE FUND

This prospectus offers Class C Shares with the characteristics described below.

Minimum and Subsequent                $10,000/$100*
Investment Amounts

Minimum and Subsequent                $50
Investment Amount
for Retirement Plans

Maximum Sales Charge                  None

Maximum Contingent                    1.00%**
Deferred Sales Charge

 .  The Fund reserves the right to charge an annual fee for shareholder accounts
   that fall below the required minimum.

** Computed on the lesser of the NAV of the redeemed Shares at the time of
   purchase or the NAV of the redeemed Shares at the time of redemption. The
   contingent deferred sales charge is assessed on Shares redeemed within one
   year of their purchase date.

                               PURCHASING SHARES

Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below either through a
financial intermediary (such as a bank or broker/dealer) or by sending a wire or
check directly to the Fund. Financial intermediaries may impose different
minimum investment requirements on their customers. An account must be
established with a financial intermediary or by completing, signing, and
returning the new account form available from the Fund before Shares can be
purchased. Shareholders in certain other funds advised and distributed by
affiliates of Federated Investors ("Federated Funds") may exchange their Class C
Shares for Shares of the Fund. The Fund reserves the right to reject any
purchase request.

In connection with any sale, Federated Securities Corp. may, from time to time,
offer certain items or nominal value to any shareholder or investor.

Purchasing Shares Through a Financial Intermediary

Orders placed through a financial intermediary are considered received when the
Fund is notified of the purchase order or when payment is converted into federal
funds. Purchase orders through a broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be purchased at that
day's price. Purchase orders through other financial intermediaries must be
received by the financial intermediary and transmitted to the Fund before 4:00
p.m. (Eastern time) in order for Shares to be purchased at that day's price. It
is the financial intermediary's responsibility to transmit orders promptly.
Financial intermediaries may charge fees for their services.

The financial intermediary which maintains investor accounts in Shares with the
Fund must do so on a fully disclosed basis unless it accounts for share
ownership periods used in calculating the contingent deferred sales charge (see
"Contingent Deferred Sales Charge"). In addition, advance payments made to
financial intermediaries which do not maintain investor



accounts on a fully disclosed basis and do not account for share ownership
periods.

Purchasing Shares by Wire

Shares may be purchased by Federal Reserve wire by calling the Fund. All
information needed will be taken over the telephone. Shareholders have until
4:00 p.m. (Eastern time) to call the Fund for settlement on the next business
day. The order is considered received immediately. Payment by federal funds must
be received before 4:00 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: (Fund Name) (Fund Class); (Fund Number N
this number can be found on the account statement or by contacting the Fund);
Account Number; Trade Date and Order Number; Group Number or Dealer Number;
Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted.

Purchasing Shares by Check

Shares may be purchased by mailing a check made payable to the name of the Fund
(designate class of Shares and account number) to: Federated Shareholder
Services Company, P.O. Box 8600, Boston, MA 02266-8600. Orders by mail are
considered received when payment by check is converted into federal funds
(normally the business day after the check is received).

Systematic Investment Program

Under this program, funds may be automatically withdrawn periodically from the
shareholder's checking account at an Automated Clearing House ("ACH") member and
invested in the Fund. Shareholders should contact their financial intermediary
or the Fund to participate in this program.

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

                        REDEEMING AND EXCHANGING SHARES

Shares of the Fund may be redeemed for cash or exchanged for Class C Shares of
other Federated Funds on days on which the fund computes its NAV. Shares are
redeemed at NAV less any applicable contingent deferred sales charge. Exchanges
are made at NAV. Shareholders who desire to automatically exchange Shares, for
other Shares, in a predetermined amount on a monthly, quarterly, or annual basis
may take advantage of a systematic exchange privilege. Information on this
privilege is available from the Fund or your financial intermediary. Depending
upon the circumstances, a capital gain or loss may be realized when Shares are
redeemed or exchanged.

Redeeming or Exchanging Shares Through a Financial Intermediary

Shares of the Fund may be redeemed or exchanged by contacting your financial
intermediary before 4:00 p.m. (Eastern time). In order for these transactions to
be processed at that day's NAV, financial intermediaries (other than
broker/dealers) must transmit the request to the Fund before 4:00 p.m. (Eastern
time), while broker/dealers must transmit the request to the Fund before 5:00
p.m. (Eastern time). The financial intermediary is responsible for promptly
submitting transaction requests and providing proper written instructions.
Customary fees and commissions may be charged by the financial intermediary for
this service. Appropriate authorization forms for these transactions must be on
file with the Fund.

Redeeming or Exchanging Shares by Telephone

Shares acquired directly from the Fund may be redeemed in any amount, or
exchanged, by calling 1-800-341-7400. Appropriate authorization forms for these
transactions must be on file with the Fund. Shares held in certificate form must
first be returned to the Fund as described in the instructions under "Redeeming
or Exchanging Shares by Mail." Redemption proceeds will either be mailed in the
form of a check to the shareholder's address of record or wire-transferred to
the shareholder's account at a domestic commercial bank that is a member of the
Federal Reserve System, normally within one business day, but in no event more
than seven days, after the redemption request. The minimum amount for a wire
transfer is $1,000. Proceeds from redeemed Shares purchased by check or through
ACH will not be wired until that method of payment has cleared.

Telephone instructions will 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

this occurs, "Redeeming or Exchanging Shares By Mail" should be considered. The
telephone transaction privilege may be modified or terminated at any time.
Shareholders would be promptly notified.

Redeeming or Exchanging Shares by Mail

Shares may be redeemed in any amount, or exchanged, by mailing a written request
to: Federated Shareholder Services Company, Fund Name, Fund Class, P.O. Box
8600, Boston, MA 02266-8600. If share certificates have been issued, they must
accompany the written request. It is recommended that certificates be sent
unendorsed by registered or certified mail.

All written requests should state: 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 of the transaction. An exchange
request should also state the name of the Fund into which the exchange is to be
made. All owners of the account must sign the request exactly as the Shares are
registered. A check for redemption proceeds is normally mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request. Dividends are paid up to and including the day that
a redemption or exchange request is processed.

Requirements for Redemption

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.

Requirements for Exchange

Shareholders must exchange Shares having an NAV equal to the minimum investment
requirements of the fund into which the exchange is being made. Contact your
financial intermediary directly or the Fund for free information on, and
prospectuses for, the Federated Funds into which your Shares may be exchanged.
Before the exchange, the shareholder must receive a prospectus of the fund for
which the exchange is being made.

Upon receipt of proper instructions and required supporting documents, Shares
submitted for exchange are redeemed and proceeds invested in the same class of
shares of the other fund. Signature guarantees will be required to exchange
between fund accounts not having identical shareholder registrations. The
exchange privilege may be modified or terminated at any time. Shareholders will
be notified of the modification or termination of the exchange privilege.

Systematic Withdrawal Program

Under this program, Shares are redeemed to provide for periodic withdrawal
payments in an amount directed by the shareholder. To be eligible to participate
in this program, a shareholder must have an account value of at least $10,000,
other than retirement accounts subject to required minimum distributions. A
shareholder may apply for participation in this program through his financial
intermediary or by calling the Fund. Because participation in this program may
reduce, and eventually deplete, the shareholder's investment in the Fund,
payments under this program should not be considered as yield or income. A
contingent deferred sales charge may be imposed on Shares.

Contingent Deferred Sales Charge

The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. Redemptions will be processed in a manner intended to maximize the
amount of redemption which will not be subject to a contingent deferred sales
charge. The contingent deferred sales charge will not be imposed with respect to
Shares acquired through the reinvestment of dividends or distributions of
long-term capital gains. In determining the applicability of the contingent
deferred sales charge, the required holding period for your new Shares received
through an exchange will include the period for which your original Shares were
held.

Eliminating the Contingent Deferred Sales Charge
Upon written notification to Federated Securities Corp. or the transfer agent,
no contingent deferred sales charge will be imposed on redemptions:

 .  following the death or disability, as defined in Section 72(m)(7) of the
   Internal Revenue Code of 1986, of the last surviving shareholder;

 .  representing minimum required distributions from an Individual Retirement
   Account or other retirement plan to a shareholder who has attained the age
   of 70 1/2

 .  which are involuntary redemptions of shareholder accounts that do not comply
   with the minimum balance requirements;

 .  which are reinvested in the Fund under the reinvestment privilege;

 .  of Shares held by Trustees, employees and sales representatives of the Fund,
   the distributor, or affiliates of the Fund or distributor, and their
   immediate family members; employees of any financial intermediary that sells
   Shares of the Fund pursuant to a sales agreement with the distributor; and
   their immediate family members to the extent that no payments were advanced
   for purchases made by these persons; and

 .  of Shares originally purchased through a bank trust department, an investment
   adviser registered under the Investment Advisers Act of 1940 or retirement
   plans where the third party administrator has entered into certain
   arrangements with Federated Securities Corp. or its affiliates, or any other
   financial intermediary, to the extent that no payments were advanced for
   purchases made through such entities.

For more information regarding the contingent deferred sales charge or any of
the above provisions, contact your financial intermediary or the Fund. The Fund
reserves the right to discontinue or modify these provisions. Shareholders will
be notified of such action.

                         ACCOUNT AND SHARE INFORMATION

Confirmations and Account Statements

Shareholders will receive detailed confirmations of transactions (except for
systematic program transactions). In addition, shareholders will receive
periodic statements reporting all account activity, including dividends paid.
The Fund will not issue share certificates.

Dividends and Distributions

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Net long-term capital gains realized by the Fund, if
any, will be distributed at least once every 12 months. Dividends and
distributions are automatically reinvested in additional Shares of the Fund on
payment dates at the ex-dividend date NAV without a sales charge, unless
shareholders request cash payments on the new account form or by contacting the
transfer agent.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
close an account by redeeming all shares and paying the proceeds to the
shareholder if the account balance falls below the applicable minimum investment
amount. Retirement plan accounts and accounts where the balance falls below the
minimum due to NAV changes will not be closed in this manner. Before an account
is closed, the shareholder will be notified and allowed 30 days to purchase
additional Shares to meet the minimum. The Fund reserves the right to charge an
annual fee for shareholder accounts which fall below the required minimum.
    

                       FEDERATED INDEX 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 business affairs of the Trust and for exercising all of the powers
of the Trust except those reserved for the shareholders. The Executive Committee
of the Board of Trustees handles the Trustees' responsibilities between meetings
of the Trustees.

Fund's Manager

Federated Management serves as the Fund's manager (the "Manager"). The Trust has
entered into a management contract (the "Management Contract") with the Manager,
which, in turn, has entered into a sub-management contract (the "Sub-Management
Contract") with ANB Investment Management and Trust Company ("ANB" or the "Sub-
Manager") (ANB and the Manager are collectively referred to herein as
"Managers"). It is the Manager's responsibility to select the Sub-Manager,
subject to the review and approval of the Trustees, and to review and evaluate
the Sub-Manager's continued performance. The Manager is also responsible for
providing administrative services to the Fund.

Subject to the supervision and direction of the Trustees, the Manager provides
to the Fund investment management


evaluation services principally by performing initial due diligence on the
Sub-Manager for the Fund and thereafter monitoring and evaluating the
performance of the Sub-Manager through quantitative and qualitative analyses. In
addition, the Manager conducts periodic in-person, telephonic and written
consultations with the Sub-Manager. In initially evaluating the Sub-Manager, the
Manager considered, among other factors, the Sub-Manager's level of expertise;
relative performance over a minimum period of five years; level of efficiency;
level of adherence to investment discipline or philosophy; personnel, facilities
and financial strength; and quality of service and client communications. On an
ongoing basis, the Manager is responsible for communicating performance
expectations and evaluations to the Sub-Manager; monitoring tracking errors;
monitoring and analyzing the use of futures contracts; monitoring the futures
holdings of the Fund as a percentage of Fund assets; monitoring market timing in
the Fund; discussing with the Sub-Manager the portfolio sampling techniques
employed by the Sub-Manager; defining with the Sub-Manager the universe of
stocks that comprise the small capitalization sector of the United States equity
market; and ultimately recommending to the Trustees whether the Sub-Management
Contract should be renewed, modified or terminated. The Manager provides written
reports to the Trustees regarding the results of its evaluation and monitoring
functions. In addition, the Manager is responsible for providing the Fund with
administrative services, including, but not limited to, shareholder servicing
and certain legal and accounting services. The Manager is also responsible for
conducting all operations of the Fund, except those operations contracted to the
Sub-Manager, custodian, transfer agent and dividend disbursing agent. As
described below, the Manager receives an annual fee from the Fund for performing
its responsibilities under the Management Contract.

 Management Fees

 The Fund's Manager receives an annual management fee equal to 0.50% of the
 Fund's average daily net assets. Under the Management Contract, which provides
 for the voluntary waiver of the management fee by the Manager, the Manager will
 voluntarily waive some or all of the management fee. The Manager can terminate
 this voluntary waiver of some or all of its management fee at any time in its
 sole discretion.

 Manager'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.

Both the Trust and the Manager 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 interests. 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.

Sub-Manager

Under the terms of the Sub-Management Contract between the Manager and ANB, ANB
serves as the Fund's Sub-Manager. The Sub-Manager will develop, maintain and run
the computer program designed to determine which securities will be purchased
and sold so as to replicate the composition of the Index to the extent feasible,
and, subject to the Manager's oversight has complete discretion to purchase and
sell


portfolio securities for the Fund within the Fund's investment objective,
restrictions and policies.

 Sub-Management Fees

 For its services under the Sub-Management Contract, ANB receives an annual fee
 from the Manager of .065% of the Fund's average daily net assets. This fee is
 paid by the Manager out of its resources and is not an incremental Fund
 expense. No performance or incentive fees are paid to the Sub-Manager.

 Sub-Manager's Background
   
 ANB, incorporated in the State of Illinois on July 1, 1988, is a registered
 investment adviser under the Investment Advisers Act of 1940. ANB is a
 wholly-owned subsidiary of First Chicago Investment Management Company which,
 in turn, is an indirect wholly-owned subsidiary of First Chicago NBD
 Corporation. It serves as investment adviser principally to corporate defined
 benefit and defined contribution plans which have, as of June 1997, placed
 approximately $28.7 billion in assets with ANB. Since 1973, when American
 National Bank and Trust Company of Chicago introduced its first commingled
 equity index fund, ANB has developed and managed a family of equity and bond
 index funds in which some 200 nationwide non-financial institution clients
 invest. In total, ANB manages 72 commingled/common trust funds. On October 3,
 1997, First Chicago NBD Corporation announced an aggrement to sell ANB to
 Northern Trust Corporation ("Northern Trust"). The Fund anticipates that on or
 about December 31, 1997, First Chicago Investment Management Company will have
 closed the sale of ANB to Northern Trust. After the closing, ANB will be a
 wholly-owned subsidiary of Northern Trust or one of its subsidiaries. The
 Manager has recommended that ANB continue as Sub- Manager after the expected
 sale. If the sale takes place, the subadvisory contract between the Manager and
 ANB will terminate by its terms and a new contract will have to be approved by
 the Trustees and the shareholders.

 The Board of Trustees and shareholders of the Fund will be asked to approve a
 new contract with ANB. Because the contract would terminate prior to a
 shareholder meeting and vote, the Board of Trustees will also be asked to
 approve the continuation of ANB as Sub-Manager until shareholder approval can
 be obtained. If the closing, Board of Trustee approval, and shareholder
 approval do not occur, shareholders will be notified, and the Manager will
 assume its responsible to conduct all advisory activities.

 Northern Trust is a bank holding company and one of the country's largest
 institutions, with subsidiaries located across the United States and in several
 international locations. At the end of the second quarter of 1997, total assets
 of Northern Trust were $26 billion and trust assets under administration were
 $898 billion.
    

 Also, since 1990, ANB has served as Sub-Manager for the Federated Max-Cap Fund
 (formerly the S&P 500 Fund), and since 1992, has served as Sub-Manager for the
 Federated Mid-Cap Fund, both portfolios of the Trust.

Distribution of Class C 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 by the
Fund in an amount computed at an annual rate of 0.75% of the average daily net
asset value of Shares. The distributor may select financial institutions such as
banks, fiduciaries, custodians for public funds, investment advisers and
broker/dealers to provide sales services or distribution-related support
services as agents for their clients or customers.

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

In addition, the Fund 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 net asset value of
Shares to obtain certain personal services for shareholders and to maintain
shareholder accounts. 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 Fund 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 Manager or its affiliates.

Administration of the Fund
Administrative Services

Federated Services Company, a subsidiary of Federated Investors, provides the
Manager with the administrative



personnel and services necessary to provide shareholder servicing and certain
legal and accounting services.

Brokerage Transactions

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Managers look for prompt execution of the order at a favorable
price. In working with dealers, the Managers will generally utilize those who
are recognized dealers in specific portfolio instruments, except when a better
price and execution of the order can be obtained elsewhere. In selecting among
firms believed to meet these criteria, the Managers may give consideration to
those firms which have sold or are selling shares of the Fund and other funds
distributed by Federated Securities Corp. The Managers make decisions on
portfolio transactions and select brokers and dealers, subject to review by the
Trustees.

Expenses of the Fund and Class C Shares
Holders of Shares pay their allocable portion of Trust and Fund expenses.

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

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

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

                            SHAREHOLDER INFORMATION

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

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

                                TAX INFORMATION

Federal Income Tax

The Fund will pay no federal income tax because it expects to meet the
requirements of the Internal Revenue Code 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, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held their shares.

State and Local Taxes

In the opinion of Houston, Donnelly & Meck, counsel to the Trust, Fund shares
may be subject to personal property taxes imposed by counties, municipalities,
and school districts in Pennsylvania to the extent that the portfolio securities
in the




Fund would be subject to such taxes if owned directly by residents of those
jurisdictions.

Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.

                            PERFORMANCE INFORMATION

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

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

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

Shares are sold without any sales load, however, performance information does
reflect the effect of the non-recurring contingent deferred sales charge, which,
if excluded, would increase the total return and yield. Total return and yield
will be calculated separately for Class C 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 at net asset value to accounts for which financial
institutions act in a fiduciary or agency capacity and are subject to a minimum
initial investment of $25,000 over a 90-day period and a Shareholder Services
Agreement.

Financial institutions and brokers providing sales and/or administrative
services may receive different compensation depending upon which class of shares
of the Fund is sold.

Class C Shares and Institutional Shares are subject to certain of the same
expenses, however, Class C Shares are sold subject to a contingent deferred
sales charge imposed on shares redeemed within one year of purchase. Expense
differences between Class C Shares and Institutional Shares may affect the
performance of each class.

The stated management fee is the same for both classes of shares.

To obtain more information and a prospectus for Institutional Shares, investors
may call 1-800-341-7400.



[LOGO FEDERATED INVESTORS]


Federated Mini-Cap Fund

(A Portfolio of Federated Index Trust)

Class C Shares


Prospectus
November 10, 1997


A No-Load, Open-End, Diversified
Management Investment Company






Federated Mini-Cap Fund
Class C Shares
Federated Investors Tower
Pittsburgh, PA  15222-3779

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

Manager
Federated Management
Federated Investors Tower
Pittsburgh, PA 15222-3779

Sub-Manager
ANB Investment Management
and Trust Co.
One North LaSalle Street
Chicago, IL 60690

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

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

Independent Auditors
Ernst & Young LLP
One Oxford Centre
Pittsburgh, PA 15219






       Federated Securities Corp., Distributor

       Federated Investors Tower
       Pittsburgh, PA 15222-3779

       1-800-341-7400

       www.federatedinvestors.com


Cusip
G01169-01 (11/97)                  [RECYCLED PAPER LOGO]









                             FEDERATED MINI-CAP FUND
                     (A PORTFOLIO OF FEDERATED INDEX TRUST)
                                          
                                 CLASS C SHARES
                                          
                              INSTITUTIONAL SHARES

                       STATEMENT OF ADDITIONAL INFORMATION












        

     The Class C Shares and Institutional Shares of Federated Max-Cap Fund (the
     "Fund") (a portfolio of Federated Index Trust) represent interests in a
     diversified portfolio of securities. This Statement of Additional
     Information should be read with the prospectus for Class C Shares dated
     November 10, 1997, and the prospectus for Institutional Shares dated
     December 31, 1996. This Statement is not a prospectus itself. You may
     request a copy of a prospectus or a paper copy of this Statement of
     Additional Information, if you have received it electronically, free of
     charge by calling 1-800-341-7400.

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated November 10, 1997

                                          
[GRAPHIC OMITTED]

     Cusip 31420E304
     Cusip
     2062305B (11/97)




<PAGE>


TABLE OF CONTENTS

                                        I

GENERAL INFORMATION ABOUT THE FUND     1

INVESTMENT OBJECTIVE AND POLICIES      1
  Types of Investments                 1
  When-Issued and Delayed Delivery
     Transactions                      3
  Lending of Portfolio Securities      3
  Reverse Repurchase Agreements        3
  Portfolio Turnover                   3

INVESTMENT LIMITATIONS                 3

FEDERATED INDEX TRUST MANAGEMENT       6
  Fund Ownership                      10
  Trustees' Compensation              11
  Trustee Liability                   12

MANAGEMENT SERVICES                   12
  Managers to the Fund                12
  Management Fees                     12
  Other Related Services              12

BROKERAGE TRANSACTIONS                12

OTHER SERVICES                        13
  Custodian and Portfolio Accountant  13
  Transfer Agent                      13
  Independent Auditors                13



PURCHASING SHARES                     13
     
  Reinvestment Privilege
     (Class C Shares)                 13
      

DISTRIBUTION PLAN AND SHAREHOLDER
     SERVICES                         13
  Conversion to Federal Funds         14
  Exchanging Securities for Fund
     Shares                           14

DETERMINING NET ASSET VALUE           14
  Determining Market Value of
     Securities                       14

REDEEMING SHARES                      15
  Redemption in Kind                  15
     
  Contingent Deferred Sales Charge
  (Class C Shares)                    15
      

MASSACHUSETTS PARTNERSHIP LAW         15

TAX STATUS                            15
  The Fund's Tax Status               15
  Shareholders' Tax Status            16

TOTAL RETURN                          16

YIELD                                 16

PERFORMANCE COMPARISONS               16
  Economic and Market Information     17

ABOUT FEDERATED INVESTORS             17
  Mutual Fund Market                  18
  Institutional Clients               18
  Trust Organizations                 18
  Broker/Dealers and Bank
     Broker/Dealers Subsidiaries      18

FRANK RUSSELL COMPANY                 18


<PAGE>





GENERAL INFORMATION ABOUT THE FUND

   

Federated Mini-Cap Fund (the "Fund") is a portfolio of Federated Index Trust
(the "Trust"), which was established as a Massachusetts business trust under a
Declaration of Trust dated January 30, 1990. On December 5, 1994, the Trustees
changed the name of the Fund from the Mini-Cap Fund to the Federated Mini-Cap
Fund. Shares of the Fund are offered in two classes, known as Class C Shares and
Institutional Shares (individually and collectively referred to as "Shares").
This Statement of Additional Information relates to the Shares of the Fund.

    

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to provide investment results that correspond
to the aggregate price and dividend performance of the approximately 2,000
publicly traded common stocks that are ranked in terms of capitalization below
the top 1,000 stocks that comprise the large and mid-range capitalization sector
of the United States equity market. These stocks are included in the Russell
2000 Small Stock Index (the "Index"), an index of small capitalization stocks.

The Fund is neither affiliated with nor sponsored by the Frank Russell Company.
Frank Russell's only relationship to the Fund is the licensing of the use of the
Index. Frank Russell Company is the owner of the trademarks and copyrights
relating to the Index.

The investment objective cannot be changed without the approval of shareholders.
The policies described below may be changed by the Board of Trustees
("Trustees") without shareholder approval. Shareholders will be notified before
any material change in these policies becomes effective.

TYPES OF INVESTMENTS

In addition to the common stocks described in the prospectus, the Fund may also
invest in money market instruments and U.S. government obligations and
securities in such proportions as, in the judgment of the sub-manager,
prevailing market conditions warrant.

    MONEY MARKET INSTRUMENTS

      The Fund may invest in the following money market instruments:

      o  instruments of domestic banks and savings associations having capital,
         surplus, and undivided profits of over $100,000,000, or if the
         principal amount of the instrument is insured in full by the Federal
         Deposit Insurance Corporation; and

      o prime commercial paper (rated A-1 by Standard and Poor's, Prime-1 by
Moody's Investors Service, Inc., or F-1 by Fitch Investors Service).

    REPURCHASE AGREEMENTS

      The Fund requires its custodian to take possession of the securities
      subject to repurchase agreements, and these securities are marked to
      market daily. To the extent that the original seller does not repurchase
      the securities from the Fund, the Fund could receive less than the
      repurchase price on any sale of such securities. In the event that such a
      defaulting seller files for bankruptcy or becomes insolvent, disposition
      of such securities by the Fund might be delayed pending court action. The
      Fund believes that under the regular procedures normally in effect for
      custody of the Fund's portfolio securities subject to repurchase
      agreements, a court of competent jurisdiction would rule in favor of the
      Fund and allow retention or disposition of such securities. The Fund will
      only enter into repurchase agreements with banks and other recognized
      financial institutions such as broker/ dealers which are deemed by the
      Fund's sub-manager to be creditworthy pursuant to guidelines established
      by the Trustees.

    U.S. GOVERNMENT OBLIGATIONS

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

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

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

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

     o    the credit of the agency or instrumentality issuing the obligations.

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

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

     o    Federal Home Loan Banks;

     o    Farmers Home Administration; and

     o    Federal National Mortgage Association.

    STOCK INDEX FUTURES AND OPTIONS

      The Fund may utilize stock index futures contracts and options on stocks,
      stock indices and stock index futures contracts for the purposes of
      managing cash flows into and out of the Fund's portfolio and potentially
      reducing transactional costs. The Fund may not use stock index futures
      contracts and options for speculative purposes.

      As a means of reducing fluctuations in the net asset value of shares of
      the Fund, the Fund may attempt to hedge all or a portion of its portfolio
      through the purchase of listed put options on stocks, stock indices, and
      stock index futures contracts. These options will be used as a form of
      forward pricing to protect portfolio securities against decreases in value
      resulting from market factors such as an anticipated increase in interest
      rates. A put option gives the Fund, in return for a premium, the right to
      sell the underlying security to the writer (seller) at a specified price
      during the term of the option. Put options on stock indices are similar to
      put options on stocks except for the delivery requirements. Instead of
      giving the Fund the right to make delivery of stock at a specified price,
      a put option on a stock index gives the Fund, as holder, the right to
      receive an amount of cash upon exercise of the option.

      The Fund may also write covered call options. As the writer of a call
      option, the Fund has the obligation upon exercise of the option during the
      option period to deliver the underlying security upon payment of the
      exercise price.

      The Fund may only: (1) buy listed put options on stock indices and stock
      index futures contracts; (2) buy listed put options on securities held in
      its portfolio; and (3) sell listed call options either on securities held
      in its portfolio or on securities which it has the right to obtain without
      payment of further consideration (or has segregated cash in the amount of
      any such additional consideration). The Fund will maintain its positions
      in securities, option rights, and segregated cash subject to puts and
      calls until the options are exercised, closed, or expired.

      The Fund may also enter into stock index futures contracts. A stock index
      futures contract is a bilateral agreement which obligates the seller to
      deliver (and the purchaser to take delivery of) an amount of cash equal to
      a specific dollar amount times the difference between the value of a
      specific stock index at the close of trading of the contract and the price
      at which the agreement is originally made. There is no physical delivery
      of the stocks constituting the index, and no price is paid upon entering
      into a futures contract. In general, contracts are closed out prior to
      their expiration. The Fund, when purchasing or selling a futures contract,
      will initially be required to deposit in a segregated account in the
      broker's name with the Fund's custodian an amount of cash or U.S.
      government securities approximately equal to 5%-10% of the contract value.
      This amount is known as "initial margin," and it is subject to change by
      the exchange or board of trade on which the contract is traded. Subsequent
      payments to and from the broker are made on a daily basis as the price of
      the index or the securities underlying the futures contract fluctuates.

      These payments are known as "variation margins," and the fluctuation in
      value of the long and short positions in the futures contract is a process
      referred to as "marking to market." The Fund may decide to close its
      position on a contract at any time prior to the contract's expiration.
      This is accomplished by the Fund taking an opposite position at the then
      prevailing price, thereby terminating its existing position in the
      contract. Because the initial margin resembles a performance bond or good
      faith deposit on the contract, it is returned to the Fund upon the
      termination of the contract, assuming that all contractual obligations
      have been satisfied. Therefore, the margin utilized in futures contracts
      is readily distinguishable from the margin employed in security
      transactions, since the margin employed in futures contracts does not
      involve the borrowing of funds to finance the transaction.

    RESTRICTIONS ON THE USE OF FUTURES CONTRACTS AND OPTIONS

      The Fund will not enter into futures contracts to the extent that,
      immediately thereafter, the sum of its initial margin deposits on open
      contracts exceeds 5% of the market value of the Fund's total assets.
      Further, the Fund will enter into stock index futures contracts only for
      bona fide hedging purposes or such other purposes permitted under Part 4
      of the regulations promulgated by the Commodity Futures Trading Commission
      ("CFTC"). Also, the Fund may not enter into stock index futures contracts
      and options to the extent that the value of such contracts would exceed
      20% of the Fund's total net assets and may not purchase put options to the
      extent that more than 5% of the value of the Fund's total assets would be
      invested in premiums on open put option positions.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

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

LENDING OF PORTFOLIO SECURITIES

The Fund may lend its portfolio securities up to one-third of the value of its
total assets to broker/dealers, banks, or other institutional borrowers of
securities. The Fund will only enter into loan arrangements with broker/dealers,
banks, or other institutions which the sub-manager 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.

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. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.

REVERSE REPURCHASE AGREEMENTS

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

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

PORTFOLIO TURNOVER

The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objective. For the fiscal years ended October 31, 1996 and
October 31, 1995, the portfolio turnover rates for the Fund were 42% and 42%,
respectively.

INVESTMENT LIMITATIONS

INVESTING IN COMMODITIES

The Fund will not purchase or sell commodities. However, the Fund may purchase
stock index futures contracts and put options on stock indices and stock index
futures contracts to the extent that not more than 5% of the Fund's total assets
are required as initial margin deposit for futures contracts and not more than
20% of the Fund's total net assets are invested in futures and options at any
time.

SELLING SHORT AND BUYING ON MARGIN

The Fund will not sell any securities short or purchase any securities on
margin, other than in connection with buying stock index futures contracts and
put options on stock index futures contracts, but may obtain such short-term
credits as are necessary for the clearance of transactions.

LENDING CASH OR SECURITIES

The Fund will not lend any of its assets, except portfolio securities up to
one-third of the value of its total assets. This shall not prevent the Fund from
purchasing or holding U.S. government obligations, money market instruments,
bonds, debentures, notes, certificates of indebtedness or other debt securities,
entering into repurchase agreements, or engaging in other transactions where
permitted by the Fund's investment objective and policies and the Declaration of
Trust of the Trust.

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.

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 or to facilitate
management of the portfolio by enabling the Fund to meet redemption requests
when the liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while borrowings in
excess of 5% of its total assets are outstanding. During the period any reverse
repurchase agreements are outstanding, but only to the extent necessary to
assure completion of the reverse repurchase agreements, the Fund will restrict
the purchase of portfolio instruments to money market instruments maturing on or
before the expiration date of the reverse repurchase agreements.

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

DIVERSIFICATION OF INVESTMENTS

The Fund will not invest more than 5% of the value of its total assets in the
securities of any one issuer, except U.S. government securities, or invest in
more than 10% of the voting securities of any one issuer.

CONCENTRATION OF INVESTMENTS

The Fund will not invest 25% or more of the value of its total assets in
securities of companies in any one industry. However, investing in U.S.
government obligations shall not be considered investing in any one industry.

INVESTING IN REAL ESTATE

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

INVESTING IN RESTRICTED SECURITIES

The Fund will limit its investment in restricted securities to 5% of the value
of its total assets in securities subject to restrictions on resale under the
Securities Act of 1933.

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

WRITING COVERED CALL OPTIONS

The Fund will not write call options on securities unless the securities are
held in the Fund's portfolio or unless the Fund is entitled to them in
deliverable form without further payment or after segregating cash in the amount
of any further payment.

INVESTING IN PUT OPTIONS

The Fund will not purchase put options on securities, other than put options on
stock, stock indices and stock index futures contracts, unless the securities
are held in the Fund's portfolio and not more than 5% of the value of the Fund's
total assets would be invested in premiums on open put option positions and not
more than 20% of the Fund's total net assets are invested in put options and
future contracts at any time.

ACQUIRING SECURITIES

The Fund will not purchase securities of other investment companies except to
the extent permitted by the Investment Company Act of 1940, or except as part of
a merger, consolidation, or other acquisition. It will not invest in securities
for the purpose of exercising control or management.

INVESTING IN ILLIQUID SECURITIES

   

The Fund will not invest more than 15% of its net assets in securities which are
illiquid, including repurchase agreements providing for settlement more than
seven days after notice.

    

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.

The Fund does not expect to borrow money or pledge securities in excess of 5% of
the value of its net assets during the coming fiscal year.

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items".



<PAGE>


FEDERATED INDEX TRUST MANAGEMENT

Officers and Trustees are listed with their addresses, birthdates, present
positions with Federated Index 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 and Trustee 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.




<PAGE>



J. Christopher Donahue *
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949

Executive Vice President and Trustee

     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.


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.




<PAGE>



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

Trustee

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


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

Trustee

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


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

Trustee

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


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

Trustee

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


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

President

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




<PAGE>



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; 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; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Obligations Trust II; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; RIMCO Monument Funds;
Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds; The
Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; Wesmark Funds; and World Investment Series, Inc.
    
FUND OWNERSHIP

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

   

     As of October 14, 1997, the following shareholders of record owned 5% or
more of the outstanding Institutional Shares of the Fund: Charles Schwab & Co.
Inc. , San Francisco, CA, owned approximately 989,944 shares (10.43%); and FTC &
Co., Denver, CO, owned approximately 492,043 shares (5.18%).

As of October 14, 1997, the Fund's Class C Shares were not yet effective.

    



<PAGE>
<TABLE>
<CAPTION>


TRUSTEES' COMPENSATION

                           AGGREGATE
NAME ,                     COMPENSATION
POSITION WITH              FROM                 TOTAL COMPENSATION PAID
TRUST                      TRUST*#              FROM FUND COMPLEX +
<S>                        <C>                  <C>

John F. Donahue            $ -0-                $-0- for the Trust  and
Chairman and Trustee                            54 other investment companies in the Fund Complex

J. Christopher Donahue     $ -0-                $-0- for the Trust  and
Executive Vice President                        16 other investment companies in the Fund andTrustee        Complex

Thomas G. Bigley++         $1,853.85            $86,331 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

John T. Conroy, Jr.        $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

William J. Copeland        $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

James E. Dowd              $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.    $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.    $2,025.23            $115,760 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Peter E. Madden            $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Gregor F. Meyer            $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

John E. Murray, Jr.        $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Wesley W. Posvar           $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex

Marjorie P. Smuts          $1,853.85            $104,898 for the Trust  and
Trustee                                         54 other investment companies in the Fund Complex


</TABLE>

*Information is furnished for the fiscal year ended October 31, 1996.

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

MANAGEMENT SERVICES

MANAGERS TO THE FUND

     The Fund's Manager is Federated Management. It is a subsidiary of Federated
Investors. All the voting securities of Federated Investors are owned by a
trust, the trustees of which are John F. Donahue, his wife, and his son, J.
Christopher Donahue.

   

     The Fund's sub-manager is ANB Investment Management and Trust Company
("ANB"). It is a wholly-owned subsidiary of First Chicago Investment Management
Company. First Chicago Investment Management Company is a wholly-owned
subsidiary of First National Bank of Chicago, which in turn, is a wholly-owned
subsidiary of First Chicago NBD Corporation. The sub-manager's directors are J.
Stephen Baine, Susan O. Jones, Nick G. Preda, J. Dirk Vos, Richard R. Wade,
Thomas P. Michaels and Neil R. Wright. The officers of ANB are J. Stephen Baine,
Chairman and President; Susan O. Jones, Chief Operating Officer; Neil R. Wright,
Chief Investment Officer; and Thomas P. Michaels, Secretary and Treasurer.

    

Neither the manager nor the sub-manager shall 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
the manager or sub-manager, except acts or omissions involving willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
imposed upon either of them by their respective contracts.

MANAGEMENT FEES

For their management services, Federated Management receives an annual fee as
described in the prospectus. ANB receives an annual fee for its services, which
will be paid by the manager, as described in the prospectus.

For the fiscal years ended October 31, 1996, 1995 and 1994, the manager earned
$736,307, $540,284 and $439,054, respectively, of which $22,506, $56,620 and
$96,021, respectively, was voluntarily waived.

OTHER RELATED SERVICES

Affiliates of the manager may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of shares of funds offered by Federated Securities Corp.

BROKERAGE TRANSACTIONS

The managers may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the
managers 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 managers or their
affiliates in advising the Fund and other accounts. To the extent that receipt
of these services may supplant services for which the managers or their
affiliates might otherwise have paid, it would tend to reduce their expenses.
The managers and their 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 October 31, 1996, 1995
and 1994, the Fund paid total brokerage commissions of $146,470, $165,266 and
$144,250, respectively.

Although investment decisions for the Fund are made independently from those of
the other accounts managed by the managers, 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 managers 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 managers 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

CUSTODIAN AND PORTFOLIO ACCOUNTANT

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

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 on the size, type and
number of accounts and transactions made by shareholders.

INDEPENDENT AUDITORS

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

PURCHASING SHARES

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

   

REINVESTMENT PRIVILEGE (CLASS C SHARES)

The reinvestment privilege is available for all Class C Shares of the Fund.
Class C Shares may be reinvested in the same Share class within 120 days but
would not be entitled to a reimbursement of the contingent deferred sales charge
if paid at the time of redemption. However, such reinvested shares would not be
subject to a contingent deferred sales charge upon later redemption. In
addition, if the Class C Shares were reinvested through a financial
intermediary, the financial intermediary would not be entitled to an advanced
payment from Federated Securities Corp. on the reinvested Shares. Federated
Securities Corp. must be notified by the shareholder in writing or by his
financial intermediary of the reinvestment in order to eliminate a sales charge
or a contingent deferred sales charge. If the shareholder redeems Shares in the
Fund, there may be tax consequences.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
With respect to Class C Shares, the Fund has adopted a Distribution Plan in
accordance with Investment Company Act Rule 12b-1. Additionally, the Fund has
adopted a Shareholder Services Agreement with respect to both classes of Shares.

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 (Class C 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, the Fund may be able 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 October 31, 1996, the Fund's Institutional Shares paid
shareholder service fees in the amount of $368,154, of which $309,249 were
waived.

The Fund's Class C Shares did not exist prior to November 10, 1997.

    

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. State Street Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.

EXCHANGING SECURITIES FOR SHARES

   

Investors may exchange convertible securities they already own for Shares, or
they may exchange a combination of convertible securities and cash for Shares.
Any securities to be exchanged must meet the investment objective and policies
of the Fund, must have a readily ascertainable market value, must be liquid, and
must not be subject to restrictions on resale.

The Fund will prepare a list of securities which are eligible for acceptance and
furnish this list to brokers upon request. The Fund reserves the right to reject
any security, even though it appears on the list, and the right to amend the
list of acceptable securities at any time without notice to brokers or
investors.

An investor or investment broker acting for an investor should forward the
securities in negotiable form with an authorized letter of transmittal to
Federated Securities Corp. Federated Securities Corp. will determine that
transmittal papers are in good order and forward to the Fund's custodian, State
Street Bank and Trust Company. The Fund will notify the investor or broker of
its acceptance and valuation of the securities within five business days of
their receipt by State Street Bank.

The Fund values such securities in the same manner as the Fund values its
portfolio securities. The basis of the exchange will depend upon the net asset
value of Shares on the day the securities are valued. One Share will be issued
for each equivalent amount of securities accepted.

Any interest earned on the securities prior to the exchange will be considered
in valuing the securities. All interest, dividends, subscription, conversion, or
other rights attached to the securities become the property of the Fund, along
with the securities.

    

    TAX CONSEQUENCES

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

DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.

DETERMINING MARKET VALUE OF SECURITIES

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

     o    for equity securities, according to the last sale price on a national
          securities exchange, if available;

     o    in the absence of recorded sales for equity securities, according to
          the mean between the last closing bid and asked prices;

     o    for bonds and other fixed income securities, at the last sale price on
          a national securities exchange if available, otherwise as determined
          by an independent pricing service;

     o    for short-term obligations, according to the mean between bid and
          asked prices as furnished by an independent pricing service or for
          short-term obligations with remaining maturities of 60 days or less at
          the time of purchase, at amortized cost; or

     o    for all other securities, at fair value as determined in good faith by
          the Trustees.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.

The Fund will value stock index futures contracts and options on stocks, stock
indices and stock index futures contracts at their market values established by
the exchanges at the close of option trading on such exchanges unless the
Trustees determine in good faith that another method of valuing option positions
is necessary to appraise their fair value.

REDEEMING SHARES

   

The Fund redeems shares at the next computed net asset value after State Street
Bank receives the redemption request. Redemption procedures are explained in the
respective prospectuses under "Redeeming Shares" or "Redeeming and Exchanging
Shares" (Class C Shares).

    

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 with
securities from the Fund's portfolio.

Such securities will be valued with the same valuation techniques employed in
determining net asset value, and the securities will be selected in a manner the
Trustees determine to be fair and equitable.

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

   

CONTINGENT DEFERRED SALES CHARGE (CLASS C SHARES)

In computing the amount of the applicable Contingent Deferred Sales Charge,
redemptions are deemed to have occurred in the following order: (1) Class C
Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Class C Shares held for more than one full year from the date of
purchase; (3) Class C Shares held for for less than one full year from the date
of purchase on a first-in, first-out basis.      MASSACHUSETTS PARTNERSHIP LAW

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

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

TAX STATUS

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because the Fund expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:

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

              

     o    invest in securities within certain statutory limits; and

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



<PAGE>


SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends received as cash or
additional shares. No portion of any income dividend paid by the Fund is
eligible for the dividends received deduction available to corporations. These
dividends, and any short-term capital gains, are taxable as ordinary income.

    CAPITAL GAINS

      Shareholders will pay federal tax at capital gains rates on long-term
      capital gains distributed to them regardless of how long they have held
      the Fund shares.

TOTAL RETURN

   

The Fund's average annual total return for Institutional Shares for the one-year
period ended October 31, 1996, and for the period from August 11, 1992 (Start of
Performance) to October 31, 1996 was 15.09% and 13.54%, respectively. The Fund's
Class C Shares did not exist prior to November 10, 1997.

    

The average annual total return for the Trust is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the offering price per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000, adjusted over the period by any additional
shares, assuming the quarterly reinvestment of all dividends and distributions.

YIELD

   

The Fund's SEC yield for Institutional Shares for the thirty-day period ended
October 31, 1996 was 1.05%. The Fund's Class C Shares did not exist prior to
November 10, 1997.

    

The yield for the Fund is determined each day by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by the Fund over a thirty-day period by the offering price per share of the Fund
on the last day of the period. This value is 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 Securities and Exchange Commission and, therefore, may not
correlate to the dividends or other distributions paid to shareholders.

To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in the Fund,
performance will be reduced for those shareholders paying those fees.

PERFORMANCE COMPARISONS

The Fund's performance depends upon such variables as:

    o portfolio quality;

    o average portfolio maturity;

    o type of instruments in which the portfolio is invested;

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

    o changes in Fund expenses;

    o the relative amount of Fund cash flow; and

    o various other factors.

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:

      oLIPPER 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 offering price over a
      specific period of time. From time to time, the Fund will quote its Lipper
      ranking in the "index funds" category in advertising and sales literature.

      oRUSSELL 2000 INDEX--is a broadly diversified index consisting of
      approximately 2,000 small capitalization common stocks that can be used to
      compare to the total returns of funds whose portfolios are invested
      primarily in small capitalization common stocks.

      oSTANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS--is a
      composite index of common stocks in industry, transportation, and
      financial and public utility companies that can be used to compare to the
      total returns of funds whose portfolios are invested primarily in common
      stocks. In addition, the Standard & Poor's index assumes reinvestments of
      all dividends paid by stocks listed on its index. Taxes due on any of
      these distributions are not included, nor are brokerage or other fees
      calculated in Standard & Poor's figures.

      oWILSHIRE 5000 EQUITY INDEXES--consists of nearly 5,000 common equity
      securities, covering all stocks in the U.S. for which daily pricing is
      available, and can be used to compare to the total returns of funds whose
      portfolios are invested primarily in common stocks.

      oMORNINGSTAR, 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 the Fund may quote total returns
which are calculated on nonstandardized base periods. These total returns also
represent the historic change in the value of an investment in the Fund based on
quarterly reinvestment of dividends over a specified period of time.

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

ECONOMIC AND MARKET INFORMATION

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

ABOUT FEDERATED INVESTORS

Federated Investors is dedicated to meeting investor needs which is reflected in
its investment decision making--structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands of
clients and their customers.

The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors. The traders handle trillions of dollars in
annual trading volume.

   

In the equity sector, Federated Investors has more than 26 years' experience. As
of December 31, 1996, Federated Investors managed 31 equity funds totaling
approximately $7.6 billion in assets across growth, value, equity income,
international, index and sector (i.e. utility) styles. Federated Investor's
value-oriented management style combines quantitative and qualitative analysis
and features a structured, computer-assisted composite modeling system that was
developed in the 1970s.

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



<PAGE>


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.

TRUST ORGANIZATIONS

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 Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES

Federated funds are available to consumers through major brokerage firms
nationwide--we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country--supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Federated Securities Corp.

    

FRANK RUSSELL COMPANY

Frank Russell Company reserves the right, at any time and without notice, to
alter, amend, terminate or in any way change its Index. Frank Russell Company
has no obligation to take the needs of any particular fund or its participants
or any other product or person into consideration in determining, composing or
calculating the index.

Frank Russell Company's publication of the Index in no way suggests or implies
an opinion by Frank Russell Company as to the attractiveness or appropriateness
of investment in any or all securities upon which the Index is based. FRANK
RUSSELL COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE
ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE INDEX OR ANY DATA
INCLUDED IN THE INDEX. FRANK RUSSELL COMPANY MAKES NO REPRESENTATION OR WARRANTY
REGARDING THE USE OR THE RESULTS OF USE, OF THE INDEX OR ANY DATA INCLUDED
THEREIN, OR ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE INDEX. FRANK
RUSSELL COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY, AND EXPRESSLY
DISCLAIMS ANY WARRANTY, OF ANY KIND, INCLUDING, WITHOUT MEANS OF LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO
THE INDEX OR ANY DATA OR ANY SECURITY (OR COMBINATION THEREOF) INCLUDED THEREIN.









*source:  Investment Company Institute








PART C.  OTHER INFORMATION

Item 24. Financial Statements and Exhibits:
         (a)  Financial Statements: (1a,1b,2,3a) to be filed by Amendment,
              (1c,3b) not applicable.
         (b)  Exhibits:
            (1)Conformed copy of Declaration of Trust of the Registrant, as
               amended (10);
               (i)     Conformed copy of Amendment No. 2 to the Declaration of
                       Trust dated January 30, 1992 (10);
               (ii)    Conformed copy of Amendment No. 3 to the Declaration of
                       Trust dated June 18, 1992 (10);
               (iii)   Conformed copy of Amendment No. 4 to the Declaration of
                       Trust dated June 3, 1993 (10);
               (iv)    Conformed copy of Amendment No. 6 to the Declaration of
                       Trust dated November 18, 1994 (11);
               (v)     Conformed copy of Amendment No. 7 to the Declaration of
                       Trust dated December 5, 1994 (11);
            (2)Copy of By-Laws of the Registrant as amended (5);
               (i) Copy of Amendment No. 2 to the By-Laws of the Registrant
                   dated February 2, 1987 (6);
            (3)Not applicable;
            (4)(i) Copy of Specimen Certificate for Shares of Beneficial
               Interest of the Federated Mid-Cap and Federated Mini-Cap Funds
               (11); (ii) Copy of Specimen Certificates for Shares of Beneficial
               Interest of the Institutional Service and Institutional Service
               Shares of the
                       Federated Max-Cap Fund (11);
            (5)Conformed copy of Investment Advisory Contract of the
               Registrant (10);
               (i) Conformed copy of Sub-Management Contract for the Federated
                   Max-Cap Fund and Federated Mid-Cap and Federated Mini-Cap
                   Funds (10);



+  All exhibits have been filed electronically.

5.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 2 on Form N-1A filed September 12, 1991. (File Nos. 33-33852
     and 811-6061)

6.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 4 on Form N-1A filed May 8, 1992 (File Nos. 33-33852 and
     811-6061)

10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 9 on Form N-1A filed December 29, 1993. (File Nos. 33-33852
     and 811-6061)

11.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 10 on Form N-1A filed December 29, 1994. (File Nos. 33-33852
     and 811-6061)


<PAGE>


            (6)Conformed copy of Distributor's Contract (10); (i) Conformed copy
               of Exhibit D to Distributor's Contract (10); (ii)Conformed copy
               of Exhibit E to Distributor's
                   Contract; +
              (iii)Conformed copy of Exhibit F to Distributor's
                   Contract; +
               (iv)The Registrant hereby incorporates the conformed copy of the
                   specimen Mutual Funds Sales and Service Agreement; Mutual
                   Funds Service Agreement and Plan Trustee/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);
            (7)Not applicable;
            (8)Conformed copy of Custodian Contract of the Registrant(12); (i)
               Conformed copy of Domestic Custody Fee Schedule; +
            (9)(i)   Conformed copy of Agreement for Fund Accounting Services,
                     Administrative Services, Transfer Agency Services and
                     Custody Services Procurement; +
               (ii) Conformed copy of Amended and Restated Shareholder Services
                    Agreement; + (iii)The responses 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 National
                     Pensions Alliance, Ltd. and Federated Shareholder Services
                     from Item 24(b)(9)(ii) 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) Conformed copy of the Opinion and Consent of Counsel as to
          legality of shares being registered (12); (11) Not Applicable; (12)
          Not applicable; (13) Conformed copy of Initial Capital Understanding
          (3); (14) Not applicable;



+  All exhibits have been filed electronically.

3.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 2 on Form N-1A dated June 29, 1990. (File Nos. 33-33852 and
     811-6061)

10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 9 on Form N-1A filed December 29, 1993. (File Nos. 33-33852
     and 811-6061)

12.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 11 on Form N-1A filed December 28, 1995. (File Nos. 33-33852
     and 811-6061)


<PAGE>


          (15) (i) Conformed copy of Rule 12b-1 Plan (10); (ii) Conformed copy
               of Exhibit B to the
                      Rule 12b-1 Plan; +
               (iii) Conformed copy of Exhibit C to the
                      Rule 12b-1 Plan; +
                (iv) The responses described in Item 24(b)6 are hereby
          incorprated by reference; (16) Schedules for Computation of Trust
          Performance Data (7); (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 (13);

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

         None

Item 26. NUMBER OF HOLDERS OF SECURITIES:

         Shares of Beneficial Interest         Number of Record Holders
         (No par value)                         AS OF OCTOBER 14, 1997

         Federated Max-Cap Fund
              Institutional Shares                        3,027
              Institutional Service Shares                  981
              Class C Shares                                  0
         Federated Mid-Cap Fund                             602
         Federated Mini-Cap Fund
              Institutional Shares                        1,568
              Class C Shares                                  0

Item 27. INDEMNIFICATION: (3)



+  All exhibits have been filed electronically.

3.   Response is incorporated by reference to Registrant's Pre-Effective
     Amendment No. 2 on Form N-1A dated June 29, 1990. (File Nos. 33-33852 and
     811-6061)

7.   Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 5 on Form N-1A filed December 24, 1992. (File Nos. 33-33852
     and 811-6061)

10.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 9 on Form N-1A filed December 29, 1993. (File Nos. 33-33852
     and 811-6061)

13.  Response is incorporated by reference to Registrant's Post-Effective
     Amendment No. 12 on Form N-1A filed December 24, 1996. (File Nos. 33-33852
     and 811-6061)



<PAGE>



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 "Federated Index 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
         Index 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:

         Executive Vice Presidents:          William D. Dawson, III
                                             Henry A. Frantzen
                                             J. Thomas Madden

         Senior Vice Presidents:             Peter R. Anderson
                                             Drew J. Collins
                                             Jonathan C. Conley
                                             Deborah A. Cunningham
                                             Mark E. Durbiano
                                             J. Alan Minteer
                                             Susan M. Nason
                                             Mary Jo Ochson

         Vice Presidents:                    J. Scott Albrecht
                                             Joseph M. Balestrino
                                             Randall S. Bauer
                                             David F. Belton
                                             David A. Briggs
                                             Kenneth J. Cody
                                             Alexandre de Bethmann
                                             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

         Assistant Vice Presidents:          Todd A. Abraham
                                             Stefanie L. Bachhuber
                                             Arthur J. Barry
                                             Micheal 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
                                             Gregg S. Tenser

         Secretary:                          Stephen A. Keen

         Treasurer:                          Thomas R. Donahue

         Assistant Secretaries:              Thomas R. Donahue
                                             Richard B. Fisher
                                             Christine I. McGonigle

         Assistant Treasurer:                Richard B. Fisher

         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.

         ANB Investment Management and Trust Co. ("ANB") is the Sub-Manager to
         the Trust. ANB, incorporated in the State of Illinois on July 1, 1988,
         is a registered investment adviser under the Investment Advisers Act of
         1940. ANB is a wholly-owned subsidiary of First Chicago Investment
         Management Company, which, in turn, is an indirect wholly-owned
         subsidiary of First Chicago NBD Corporation. It serves as investment
         adviser principally to corporate defined benefit and defined
         contribution plans which have, as of June 1997, placed approximately
         $28.7 billion in assets with ANB. Since 1973, when American National
         Bank and Trust Company of Chicago introduced its first commingled
         equity index fund, ANB has developed and managed a family of equity and
         bond index funds in which some 200 nationwide non-financial
         institutional clients invest. In total, ANB manages 72
         commingled/common trust funds.

         The  executive officers of ANB are: J. Stephen Baine, Chairman and
         President; Susan O. Jones, Chief Operating Officer; Neil R. Wright,
         Chief Investment Officer; and Thomas P. Michaels, Secretary and
         Treasurer. The Directors of ANB are J. Stephen Baine, Susan O. Jones,
         Nick G. Preda, J. Dirk Vos, Richard R. Wade, Thomas P. Michaels and
         Neil R. Wright. The business address of ANB and each of the above
         officers and Directors is 33 North LaSalle Street, Chicago,
         Illinois 60690.



<PAGE>


ITEM 29.PRINCIPAL UNDERWRITERS:

      (a)   Federated Securities Corp. the Distributor for shares of the
            Registrant, acts as principal underwriter for the following
            open-end investment companies, including the Registrant:

            111 Corcoran Funds; Arrow Funds; Automated Government Money Trust;
            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 Planters Funds; The
            Virtus Funds; The Wachovia Funds; The Wachovia Municipal 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.; 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 DISTRIBUTOR           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     and 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

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



<PAGE>


         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS               WITH DISTRIBUTOR           WITH REGISTRANT

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

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

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

         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS               WITH DISTRIBUTOR           WITH REGISTRANT

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

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

         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS               WITH DISTRIBUTOR           WITH REGISTRANT

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

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

         (1)                           (2)                        (3)
Name and Principal            Positions and Offices        Positions and Offices
 BUSINESS ADDRESS               WITH DISTRIBUTOR           WITH REGISTRANT

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

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

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



<PAGE>


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 promugated
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 and Dividend             Boston, MA 02266-8600
Disbursing Agent")

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

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

ANB Investment Management and Trust Co.   One North LaSalle Street
("Sub-Manager")                           Chicago, Illinois 60690

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

Item 31.   MANAGEMENT SERVICES:  Not applicable.


Item 32.   UNDERTAKINGS:

           Registrant hereby undertakes to comply with the provisions of Section
           16 (c) of the 1940 Act with respect to the 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 INDEX TRUST has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 6th day of November, 1997.

                              FEDERATED INDEX TRUST

                  BY: /s/J. Crilley Kelly
                  J. Crilley Kelly, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  November 6, 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/ J. Crilley Kelly
    J. Crilley Kelly              Attorney In Fact        November 6, 1997
    ASSISTANT SECRETARY           For the Persons
                                  Listed Below

    NAME                            TITLE

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

Glen R. Johnson*                  President

J. Christopher Donahue*           Executive Vice President
                                  and Trustee

John W. McGonigle*                Executive Vice President,
                                  Treasurer 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

John E. Murray, Jr.*              Trustee

Wesley W. Posvar*                 Trustee

Marjorie P. Smuts*                Trustee

* By Power of Attorney
















                                                   Exhibit 6(ii) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K


                                    Exhibit E
                                     to the
                             Distributor's Contract

                              FEDERATED INDEX TRUST
                             Federated Max-Cap Fund
                                 Class C Shares
series_flag = Y fund_name number_classes > 0 share_class_1_name The following
      provisions are hereby incorporated and made part of the
Distributor's Contract dated September 3, 1991, between Federated Index Trust
("Trust") and Federated Securities Corp. ("FSC") with respect to the Class of
shares set forth above.

   1.   The Trust hereby appoints FSC to engage in activities principally
        intended to result in the sale of shares of the above-listed Class
        ("Shares"). Pursuant to this appointment, FSC is authorized to select a
        group of financial institutions ("Financial Institutions") to sell
        Shares at the current offering price thereof as described and set forth
        in the respective prospectuses of the Trust.

   2.   During the term of this Agreement, the Trust will pay FSC for services
        pursuant to this Agreement, a monthly fee computed at the annual rate of
        .75 of 1% of the average aggregate net asset value of the Shares held
        during the month. For the month in which this Agreement becomes
        effective or terminates, there shall be an appropriate proration of any
        fee payable on the basis of the number of days that the Agreement is in
        effect during the month.

   3.   FSC may from time-to-time and for such periods as it deems appropriate
        reduce its compensation to the extent any Class' expenses exceed such
        lower expense limitation as FSC may, by notice to the Trust, voluntarily
        declare to be effective.

   4.   FSC will enter into separate written agreements with various firms to
        provide certain of the services set forth in Paragraph 1 herein. FSC, in
        its sole discretion, may pay Financial Institutions a periodic fee in
        respect of Shares owned from time to time by their clients or customers.
        The schedules of such fees and the basis upon which such fees will be
        paid shall be determined from time to time by FSC in its sole
        discretion.

   5.   FSC will prepare reports to the Board of Trustees of the Trust on a
        quarterly basis showing amounts expended hereunder including amounts
        paid to Financial Institutions and the purpose for such expenditures.

      In consideration of the mutual covenants set forth in the Distributor's
Contract dated September 3, 1991 between Federated Index Trust and Federated
Securities Corp., Federated Index Trust executes and delivers this Exhibit on
behalf of the Federated Max-Cap Fund, and with respect to the Class C Shares
thereof, first set forth in this Exhibit.

   Witness the due execution hereof this 1st day of September, 1997.


                                    FEDERATED INDEX TRUST


                                    By: /s/ Glen R. Johnson
                                                               President

                                    FEDERATED SECURITIES CORP.


                                    By: /s/ Edward C. Gonzales
                                                      Executive Vice President










                                                  Exhibit 6(iii) under Form N-1A
                                               Exhibit 1 under Item 601/Reg. S-K


                                    Exhibit F
                                     to the
                             Distributor's Contract

                              FEDERATED INDEX TRUST
                             Federated Mini-Cap Fund
                                 Class C Shares
  series_flag = Y fund_name number_classes > 0 share_class_1_name The following
      provisions are hereby incorporated and made part of the
Distributor's Contract dated September 3, 1991, between Federated Index Trust
(the "Trust") and Federated Securities Corp. ("FSC") with respect to the Class
of shares set forth above.

   1.   The Trust hereby appoints FSC to engage in activities principally
        intended to result in the sale of shares of the above-listed Class
        ("Shares"). Pursuant to this appointment, FSC is authorized to select a
        group of financial institutions ("Financial Institutions") to sell
        Shares at the current offering price thereof as described and set forth
        in the respective prospectuses of the Trust.

   2.   During the term of this Agreement, the Trust will pay FSC for services
        pursuant to this Agreement, a monthly fee computed at the annual rate of
        .75 of 1% of the average aggregate net asset value of the Shares held
        during the month. For the month in which this Agreement becomes
        effective or terminates, there shall be an appropriate proration of any
        fee payable on the basis of the number of days that the Agreement is in
        effect during the month.

   3.   FSC may from time-to-time and for such periods as it deems appropriate
        reduce its compensation to the extent any Class' expenses exceed such
        lower expense limitation as FSC may, by notice to the Trust, voluntarily
        declare to be effective.

   4.   FSC will enter into separate written agreements with various firms to
        provide certain of the services set forth in Paragraph 1 herein. FSC, in
        its sole discretion, may pay Financial Institutions a periodic fee in
        respect of Shares owned from time to time by their clients or customers.
        The schedules of such fees and the basis upon which such fees will be
        paid shall be determined from time to time by FSC in its sole
        discretion.

   5.   FSC will prepare reports to the Board of Trustees of the Trust on a
        quarterly basis showing amounts expended hereunder including amounts
        paid to Financial Institutions and the purpose for such expenditures.

      In consideration of the mutual covenants set forth in the Distributor's
Contract dated September 3, 1991 between Federated Index Trust and Federated
Securities Corp., Federated Index Trust executes and delivers this Exhibit on
behalf of the Federated Mini-Cap Fund, and with respect to the Class C Shares
thereof, first set forth in this Exhibit.

   Witness the due execution hereof this 1st day of September, 1997.


                                      FEDERATED INDEX TRUST


                                      By: /s/ Glen R. Johnson
                                                               President

                                      FEDERATED SECURITIES CORP.


                                      By:/s/ Edward C. Gonzales
                                                Executive Vice President















State Street
Domestic Custody
Federated Funds
Page 2
                                                                         5/22/97
                                                                          4/8/97
                                                    Exhibit 8(i) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K
                                  STATE STREET
                                DOMESTIC CUSTODY

                                  FEE SCHEDULE

                                 Federated Funds

I.    Custody Services

      Maintain custody of fund assets. Settle portfolio purchases and sales.
      Report buy and sell fails. Determine and collect portfolio income. Make
      cash disbursements and report cash transactions. Monitor corporate
      actions.

                                                           ANNUAL FEES

      ASSET

     Per Fund                                              .25 Basis Points

     Wire Fees                                             $3.00 per wire

      Settlements:

     o   Each DTC Transaction                                      $5.00
     o   Each Federal Reserve Book Entry Transaction               $3.75
     o   Each Repo Transaction (All Repo)                          $3.75
     o   Each Physical Transaction (NY/Boston, Private Placement) $15.00
     o   Each Option Written/Exercised/Expired                    $18.75
         Each Book Entry Muni (Sub-custody) Transaction           $15.00
     o   Government Paydowns                                       $5.00
     o   Maturity Collections                                      $8.00
     o   PTC Transactions                                          $6.00


II.   Special Services

      Fees for activities of a non-recurring nature such as fund consolidation
      or reorganization, extraordinary security shipments and the preparation of
      special reports will be subject to negotiation.



III.  Balance Credit

      Municipal Funds
      A balance credit equal to 75% of the average demand deposit account
      balance in the custodian account for the month billed times the 30 day
      T-Bill Rate on the last Monday of the month billed, will be applied
      against the month's custodian bill.

      Transfer Agent
      A balance credit equal to 100% of the average balance in the transfer
      agent demand deposit accounts, less the reserve requirement and applicable
      related expenses, times 75% of the 30 average Fed Funds Rate.

IV.   Payment

      The above fees will be charged against the funds' custodian checking
account thirty (30) days after the invoice is mailed to the funds' offices.

V. Term of Contract

      The parties agree that this fee schedule shall become effective January 1,
1997.

FEDERATED SERVICES COMPANY                    STATE STREET

BY:    /s/ Douglas L. Hein                    BY:     /s/ Michael E. Hagerty

TITLE: Senior Vice President                  TITLE:  Vice President

DATE:  April 15, 1997                         DATE:   April 8, 1997












                                                    Exhibit 9(i) under Form N-1A
                                              Exhibit 10 under Item 601/Reg. S-K

                                    AGREEMENT
                                       for
                            FUND ACCOUNTING SERVICES,
                            ADMINISTRATIVE SERVICES,
                            TRANSFER AGENCY SERVICES
                                       and
                          CUSTODY SERVICES PROCUREMENT

   AGREEMENT made as of March 1, 1996, by and between those investment companies
listed on Exhibit 1 as may be amended from time to time, having their principal
office and place of business at Federated Investors Tower, Pittsburgh, PA
15222-3779 (the "Investment Company"), on behalf of the portfolios (individually
referred to herein as a "Fund" and collectively as "Funds") of the Investment
Company, and FEDERATED SERVICES COMPANY, a Pennsylvania corporation, having its
principal office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 on behalf of itself and its subsidiaries (the
"Company").

   WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), with authorized and issued shares of capital stock or beneficial
interest ("Shares");

   WHEREAS, the Investment Company may desire to retain the Company as fund
accountant to provide fund accounting services (as herein defined) including
certain pricing, accounting and recordkeeping services for each of the Funds,
including any classes of shares issued by any Fund ("Classes") if so indicated
on Exhibit 1, and the Company desires to accept such appointment;

   WHEREAS, the Investment Company may desire to appoint the Company as its
administrator to provide it with administrative services (as herein defined), if
so indicated on Exhibit, and the Company desires to accept such appointment;

   WHEREAS, the Investment Company may desire to appoint the Company as its
transfer agent and dividend disbursing agent to provide it with transfer agency
services (as herein defined) if so indicated on Exhibit 1, and agent in
connection with certain other activities, and the Company desires to accept such
appointment; and

   WHEREAS, the Investment Company may desire to appoint the Company as its
agent to select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and the Company
desires to accept such appointment; and

   NOW THEREFORE, in consideration of the premises and mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree as
follows:

SECTION ONE: Fund Accounting.

Article 1. Appointment.
   The Investment Company hereby appoints the Company to provide certain pricing
and accounting services to the Funds, and/or the Classes, for the period and on
the terms set forth in this Agreement. The Company accepts such appointment and
agrees to furnish the services herein set forth in return for the compensation
as provided in Article 3 of this Section.

Article 2. The Company's Duties.
   Subject to the supervision and control of the Investment Company's Board of
Trustees or Directors ("Board"), the Company will assist the Investment Company
with regard to fund accounting for the Investment Company, and/or the Funds,
and/or the Classes, and in connection therewith undertakes to perform the
following specific services;

A.   Value the assets of the Funds using: primarily, market quotations,
     including the use of matrix pricing, supplied by the independent pricing
     services selected by the Company in consultation with the adviser, or
     sources selected by the adviser, and reviewed by the board; secondarily, if
     a designated pricing service does not provide a price for a security which
     the Company believes should be available by market quotation, the Company
     may obtain a price by calling brokers designated by the investment adviser
     of the fund holding the security, or if the adviser does not supply the
     names of such brokers, the Company will attempt on its own to find brokers
     to price those securities; thirdly, for securities for which no market
     price is available, the Pricing Committee of the Board will determine a
     fair value in good faith. Consistent with Rule 2a-4 of the 40 Act,
     estimates may be used where necessary or appropriate. The Company's
     obligations with regard to the prices received from outside pricing
     services and designated brokers or other outside sources, is to exercise
     reasonable care in the supervision of the pricing agent. The Company is not
     the guarantor of the securities prices received from such agents and the
     Company is not liable to the Fund for potential errors in valuing a Fund's
     assets or calculating the net asset value per share of such Fund or Class
     when the calculations are based upon such prices. All of the above sources
     of prices used as described are deemed by the Company to be authorized
     sources of security prices. The Company provides daily to the adviser the
     securities prices used in calculating the net asset value of the fund, for
     its use in preparing exception reports for those prices on which the
     adviser has comment. Further, upon receipt of the exception reports
     generated by the adviser, the Company diligently pursues communication
     regarding exception reports with the designated pricing agents;

   B.   Determine the net asset value per share of each Fund and/or Class, at
        the time and in the manner from time to time determined by the Board and
        as set forth in the Prospectus and Statement of Additional Information
        ("Prospectus") of each Fund;

   C.   Calculate the net income of each of the Funds, if any;

   D. Calculate realized capital gains or losses of each of the Funds resulting
from sale or disposition of assets, if any;

   E.   Maintain the general ledger and other accounts, books and financial
        records of the Investment Company, including for each Fund, and/or
        Class, as required under Section 31(a) of the 1940 Act and the Rules
        thereunder in connection with the services provided by the Company;

   F.   Preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the
        records to be maintained by Rule 31a-1 under the 1940 Act in connection
        with the services provided by the Company. The Company further agrees
        that all such records it maintains for the Investment Company are the
        property of the Investment Company and further agrees to surrender
        promptly to the Investment Company such records upon the Investment
        Company's request;

   G.   At the request of the Investment Company, prepare various reports or
        other financial documents in accordance with generally accepted
        accounting principles as required by federal, state and other applicable
        laws and regulations; and

   H. Such other similar services as may be reasonably requested by the
Investment Company.

   The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section One,
shall hereafter be referred to as "Fund Accounting Services."

Article 3.  Compensation and Allocation of Expenses.
   A.   The Funds will compensate the Company for Fund Accounting Services in
        accordance with the fees agreed upon from time to time between the
        parties hereto. Such fees do not include out-of-pocket disbursements of
        the Company for which the Funds shall reimburse the Company.
        Out-of-pocket disbursements shall include, but shall not be limited to,
        the items agreed upon between the parties from time to time.

   B.   The Fund and/or the Class, and not the Company, shall bear the cost of:
        custodial expenses; membership dues in the Investment Company Institute
        or any similar organization; transfer agency expenses; investment
        advisory expenses; costs of printing and mailing stock certificates,
        Prospectuses, reports and notices; administrative expenses; interest on
        borrowed money; brokerage commissions; taxes and fees payable to
        federal, state and other governmental agencies; fees of Trustees or
        Directors of the Investment Company; independent auditors expenses;
        legal and audit department expenses billed to the Company for work
        performed related to the Investment Company, the Funds, or the Classes;
        law firm expenses; organizational expenses; or other expenses not
        specified in this Article 3 which may be properly payable by the Funds
        and/or Classes.

   C.   The compensation and out-of-pocket expenses attributable to the Fund
        shall be accrued by the Fund and shall be paid to the Company no less
        frequently than monthly, and shall be paid daily upon request of the
        Company. The Company will maintain detailed information about the
        compensation and out-of-pocket expenses by Fund and Class.

   D.   Any schedule of compensation agreed to hereunder, as may be adjusted
        from time to time, shall be dated and signed by a duly authorized
        officer of the Investment Company and/or the Funds and a duly authorized
        officer of the Company.

   E.   The fee for the period from the effective date of this Agreement with
        respect to a Fund or a Class to the end of the initial month shall be
        prorated according to the proportion that such period bears to the full
        month period. Upon any termination of this Agreement before the end of
        any month, the fee for such period shall be prorated according to the
        proportion which such period bears to the full month period. For
        purposes of determining fees payable to the Company, the value of the
        Fund's net assets shall be computed at the time and in the manner
        specified in the Fund's Prospectus.

   F.   The Company, in its sole discretion, may from time to time subcontract
        to, employ or associate with itself such person or persons as the
        Company may believe to be particularly suited to assist it in performing
        Fund Accounting Services. Such person or persons may be affiliates of
        the Company, third-party service providers, or they may be officers and
        employees who are employed by both the Company and the Investment
        Company; provided, however, that the Company shall be as fully
        responsible to each Fund for the acts and omissions of any such
        subcontractor as it is for its own acts and omissions. The compensation
        of such person or persons shall be paid by the Company and no obligation
        shall be incurred on behalf of the Investment Company, the Funds, or the
        Classes in such respect.

SECTION TWO:  ADMINISTRATIVE SERVICES.

Article 4.  Appointment.

   The Investment Company hereby appoints the Company as Administrator for the
period on the terms and conditions set forth in this Agreement. The Company
hereby accepts such appointment and agrees to furnish the services set forth in
Article 5 of this Agreement in return for the compensation set forth in Article
9 of this Agreement.

Article 5.  The Company's Duties.

   As Administrator, and subject to the supervision and control of the Board and
in accordance with Proper Instructions (as defined hereafter) from the
Investment Company the Company will provide facilities, equipment, and personnel
to carry out the following administrative services for operation of the business
and affairs of the Investment Company and each of its portfolios:

   A.   prepare, file, and maintain the Investment Company's governing documents
        and any amendments thereto, including the Charter (which has already
        been prepared and filed), the By-laws and minutes of meetings of the
        Board and Shareholders;

   B.   prepare and file with the Securities and Exchange Commission and the
        appropriate state securities authorities the registration statements for
        the Investment Company and the Investment Company's shares and all
        amendments thereto, reports to regulatory authorities and shareholders,
        prospectuses, proxy statements, and such other documents all as may be
        necessary to enable the Investment Company to make a continuous offering
        of its shares;

   C.   prepare, negotiate, and administer contracts (if any) on behalf of the
        Investment Company with, among others, the Investment Company's
        investment advisers and distributors, subject to any applicable
        restrictions of the Board or the 1940 Act;

   D.   calculate performance data of the Investment Company for dissemination
        to information services covering the investment company industry;

   E.   prepare and file the Investment Company's tax returns;

F.   coordinate the layout and printing of publicly disseminated prospectuses
     and reports;

G.   perform internal audit examinations in accordance with a charter to be
     adopted by the Company and the Investment Company;

H.   assist with the design, development, and operation of the Investment
     Company and the Funds;

I.   provide individuals reasonably acceptable to the Board for nomination,
     appointment, or election as officers of the Investment Company, who will be
     responsible for the management of certain of the Investment Company's
     affairs as determined by the Investment Company's Board; and

J.   consult with the Investment Company and its Board on matters concerning the
     Investment Company and its affairs.

   The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section 4,
shall hereafter be referred to as "Administrative Services."

Article 6.  Records.

   The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the Investment Company act of
1940 and the rules thereunder, as the same may be amended from time to time,
pertaining to the Administrative Services performed by it and not otherwise
created and maintained by another party pursuant to contract with the Investment
Company. Where applicable, such records shall be maintained by the Company for
the periods and in the places required by Rule 31a-2 under the 1940 Act. The
books and records pertaining to the Investment Company which are in the
possession of the Company shall be the property of the Investment Company. The
Investment Company, or the Investment Company's authorized representatives,
shall have access to such books and records at all times during the Company's
normal business hours. Upon the reasonable request of the Investment Company,
copies of any such books and records shall be provided promptly by the Company
to the Investment Company or the Investment Company's authorized
representatives.

Article 7.  Duties of the Fund.

      The Fund assumes full responsibility for the preparation, contents and
distribution of its own offering document and for complying with all applicable
requirements the 1940 Act, the Internal Revenue Code, and any other laws, rules
and regulations of government authorities having jurisdiction.

Article 8.  Expenses.

   The Company shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide the
Administrative Services to the Investment Company, including the compensation of
the Company employees who serve as trustees or directors or officers of the
Investment Company. The Investment Company shall be responsible for all other
expenses incurred by the Company on behalf of the Investment Company, including
without limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, or other professional services, organizational expenses,
insurance premiums, fees payable to persons who are not the Company's employees,
trade association dues, and other expenses properly payable by the Funds and/or
the Classes.

Article 9.  Compensation.

   For the Administrative Services provided, the Investment Company hereby
agrees to pay and the Company hereby agrees to accept as full compensation for
its services rendered hereunder an administrative fee at an annual rate per
Fund, as specified below.

   The compensation and out of pocket expenses attributable to the Fund shall be
accrued by the Fund and paid to the Company no less frequently than monthly, and
shall be paid daily upon request of the Company. The Company will maintain
detailed information about the compensation and out of pocket expenses by the
Fund.
            Max. Admin.           Average Daily Net Assets
                Fee                    of the Funds
               .150%               on the first $250 million
               .125%               on the next $250 million
               .100%               on the next $250 million
               .075%               on assets in excess of $750 million
                                     (Average Daily Net Asset break-points are
                                             on a complex-wide basis)

   However, in no event shall the administrative fee received during any year of
the Agreement be less than, or be paid at a rate less than would aggregate
$125,000 per Fund and $30,000 per Class. The minimum fee set forth above in this
Article 9 may increase annually upon each March 1 anniversary of this Agreement
over the minimum fee during the prior 12 months, as calculated under this
agreement, in an amount equal to the increase in Pennsylvania Consumer Price
Index (not to exceed 6% annually) as last reported by the U.S. Bureau of Labor
Statistics for the twelve months immediately preceding such anniversary.

Article 10.  Responsibility of Administrator.

A.   The Company shall not be liable for any error of judgment or mistake of law
     or for any loss suffered by the Investment Company in connection with the
     matters to which this Agreement relates, except a loss resulting from
     willful misfeasance, bad faith or gross negligence on its part in the
     performance of its duties or from reckless disregard by it of its
     obligations and duties under this Agreement. The Company shall be entitled
     to rely on and may act upon advice of counsel (who may be counsel for the
     Investment Company) on all matters, and shall be without liability for any
     action reasonably taken or omitted pursuant to such advice. Any person,
     even though also an officer, director, trustee, partner, employee or agent
     of the Company, who may be or become an officer, director, trustee,
     partner, employee or agent of the Investment Company, shall be deemed, when
     rendering services to the Investment Company or acting on any business of
     the Investment Company (other than services or business in connection with
     the duties of the Company hereunder) to be rendering such services to or
     acting solely for the Investment Company and not as an officer, director,
     trustee, partner, employee or agent or one under the control or direction
     of the Company even though paid by the Company.

B.   The Company shall be kept indemnified by the Investment Company and be
     without liability for any action taken or thing done by it in performing
     the Administrative Services in accordance with the above standards. In
     order that the indemnification provisions contained in this Article 10
     shall apply, however, it is understood that if in any case the Investment
     Company may be asked to indemnify or hold the Company harmless, the
     Investment Company shall be fully and promptly advised of all pertinent
     facts concerning the situation in question, and it is further understood
     that the Company will use all reasonable care to identify and notify the
     Investment Company promptly concerning any situation which presents or
     appears likely to present the probability of such a claim for
     indemnification against the Investment Company. The Investment Company
     shall have the option to defend the Company against any claim which may be
     the subject of this indemnification. In the event that the Investment
     Company so elects, it will so notify the Company and thereupon the
     Investment Company shall take over complete defense of the claim, and the
     Company shall in such situation initiate no further legal or other expenses
     for which it shall seek indemnification under this Article. the Company
     shall in no case confess any claim or make any compromise in any case in
     which the Investment Company will be asked to indemnify the Company except
     with the Investment Company's written consent.

SECTION THREE: Transfer Agency Services.

Article 11. Terms of Appointment.
   Subject to the terms and conditions set forth in this Agreement, the
Investment Company hereby appoints the Company to act as, and the Company agrees
to act as, transfer agent and dividend disbursing agent for each Fund's Shares,
and agent in connection with any accumulation, open-account or similar plans
provided to the shareholders of any Fund ("Shareholder(s)"), including without
limitation any periodic investment plan or periodic withdrawal program.

Article 12. Duties of the Company.
   The Company shall perform the following services in accordance with Proper
Instructions as may be provided from time to time by the Investment Company as
to any Fund:

   A.   Purchases

        (1)   The Company shall receive orders and payment for the purchase of
              shares and promptly deliver payment and appropriate documentation
              therefore to the custodian of the relevant Fund, (the
              "Custodian"). The Company shall notify the Fund and the Custodian
              on a daily basis of the total amount of orders and payments so
              delivered.

        (2)   Pursuant to purchase orders and in accordance with the Fund's
              current Prospectus, the Company shall compute and issue the
              appropriate number of Shares of each Fund and/or Class and hold
              such Shares in the appropriate Shareholder accounts.

        (3)   For certificated Funds and/or Classes, if a Shareholder or its
              agent requests a certificate, the Company, as Transfer Agent,
              shall countersign and mail by first class mail, a certificate to
              the Shareholder at its address as set forth on the transfer books
              of the Funds, and/or Classes, subject to any Proper Instructions
              regarding the delivery of certificates.

        (4)   In the event that any check or other order for the purchase of
              Shares of the Fund and/or Class is returned unpaid for any reason,
              the Company shall debit the Share account of the Shareholder by
              the number of Shares that had been credited to its account upon
              receipt of the check or other order, promptly mail a debit advice
              to the Shareholder, and notify the Fund and/or Class of its
              action. In the event that the amount paid for such Shares exceeds
              proceeds of the redemption of such Shares plus the amount of any
              dividends paid with respect to such Shares, the Fund and/the Class
              or its distributor will reimburse the Company on the amount of
              such excess.

   B.   Distribution

        (1)   Upon notification by the Funds of the declaration of any
              distribution to Shareholders, the Company shall act as Dividend
              Disbursing Agent for the Funds in accordance with the provisions
              of its governing document and the then-current Prospectus of the
              Fund. The Company shall prepare and mail or credit income, capital
              gain, or any other payments to Shareholders. As the Dividend
              Disbursing Agent, the Company shall, on or before the payment date
              of any such distribution, notify the Custodian of the estimated
              amount required to pay any portion of said distribution which is
              payable in cash and request the Custodian to make available
              sufficient funds for the cash amount to be paid out. The Company
              shall reconcile the amounts so requested and the amounts actually
              received with the Custodian on a daily basis. If a Shareholder is
              entitled to receive additional Shares by virtue of any such
              distribution or dividend, appropriate credits shall be made to the
              Shareholder's account, for certificated Funds and/or Classes,
              delivered where requested; and

        (2)   The Company shall maintain records of account for each Fund and
              Class and advise the Investment Company, each Fund and Class and
              its Shareholders as to the foregoing.

   C.   Redemptions and Transfers

        (1)   The Company shall receive redemption requests and redemption
              directions and, if such redemption requests comply with the
              procedures as may be described in the Fund Prospectus or set forth
              in Proper Instructions, deliver the appropriate instructions
              therefor to the Custodian. The Company shall notify the Funds on a
              daily basis of the total amount of redemption requests processed
              and monies paid to the Company by the Custodian for redemptions.

        (2)   At the appropriate time upon receiving redemption proceeds from
              the Custodian with respect to any redemption, the Company shall
              pay or cause to be paid the redemption proceeds in the manner
              instructed by the redeeming Shareholders, pursuant to procedures
              described in the then-current Prospectus of the Fund.

        (3)   If any certificate returned for redemption or other request for
              redemption does not comply with the procedures for redemption
              approved by the Fund, the Company shall promptly notify the
              Shareholder of such fact, together with the reason therefor, and
              shall effect such redemption at the price applicable to the date
              and time of receipt of documents complying with said procedures.

        (4) The Company shall effect transfers of Shares by the registered
owners thereof.

        (5)   The Company shall identify and process abandoned accounts and
              uncashed checks for state escheat requirements on an annual basis
              and report such actions to the Fund.

   D.   Recordkeeping

        (1)   The Company shall record the issuance of Shares of each Fund,
              and/or Class, and maintain pursuant to applicable rules of the
              Securities and Exchange Commission ("SEC") a record of the total
              number of Shares of the Fund and/or Class which are authorized,
              based upon data provided to it by the Fund, and issued and
              outstanding. The Company shall also provide the Fund on a regular
              basis or upon reasonable request with the total number of Shares
              which are authorized and issued and outstanding, but shall have no
              obligation when recording the issuance of Shares, except as
              otherwise set forth herein, to monitor the issuance of such Shares
              or to take cognizance of any laws relating to the issue or sale of
              such Shares, which functions shall be the sole responsibility of
              the Funds.

        (2)   The Company shall establish and maintain records pursuant to
              applicable rules of the SEC relating to the services to be
              performed hereunder in the form and manner as agreed to by the
              Investment Company or the Fund to include a record for each
              Shareholder's account of the following:

              (a) Name, address and tax identification number (and whether such
number has been certified);

              (b)   Number of Shares held;

              (c) Historical information regarding the account, including
dividends paid and date and price for all transactions;

              (d) Any stop or restraining order placed against the account;

              (e)   Information with respect to withholding in the case of a
                    foreign account or an account for which withholding is
                    required by the Internal Revenue Code;

              (f)   Any dividend reinvestment order, plan application, dividend
                    address and correspondence relating to the current
                    maintenance of the account;

              (g) Certificate numbers and denominations for any Shareholder
holding certificates;

              (h) Any information required in order for the Company to perform
the calculations contemplated or required by this Agreement.

        (3)   The Company shall preserve any such records required to be
              maintained pursuant to the rules of the SEC for the periods
              prescribed in said rules as specifically noted below. Such record
              retention shall be at the expense of the Company, and such records
              may be inspected by the Fund at reasonable times. The Company may,
              at its option at any time, and shall forthwith upon the Fund's
              demand, turn over to the Fund and cease to retain in the Company's
              files, records and documents created and maintained by the Company
              pursuant to this Agreement, which are no longer needed by the
              Company in performance of its services or for its protection. If
              not so turned over to the Fund, such records and documents will be
              retained by the Company for six years from the year of creation,
              during the first two of which such documents will be in readily
              accessible form. At the end of the six year period, such records
              and documents will either be turned over to the Fund or destroyed
              in accordance with Proper Instructions.

   E.   Confirmations/Reports

        (1) The Company shall furnish to the Fund periodically the following
information:

              (a)   A copy of the transaction register;

              (b)   Dividend and reinvestment blotters;

              (c)   The total number of Shares issued and outstanding in each
                    state for "blue sky" purposes as determined according to
                    Proper Instructions delivered from time to time by the Fund
                    to the Company;

              (d)   Shareholder lists and statistical information;

              (e)   Payments to third parties relating to distribution
                    agreements, allocations of sales loads, redemption fees, or
                    other transaction- or sales-related payments;

              (f) Such other information as may be agreed upon from time to
time.

        (2)   The Company shall prepare in the appropriate form, file with the
              Internal Revenue Service and appropriate state agencies, and, if
              required, mail to Shareholders, such notices for reporting
              dividends and distributions paid as are required to be so filed
              and mailed and shall withhold such sums as are required to be
              withheld under applicable federal and state income tax laws, rules
              and regulations.

        (3)   In addition to and not in lieu of the services set forth above,
              the Company shall:

(a)  Perform all of the customary services of a transfer agent, dividend
     disbursing agent and, as relevant, agent in connection with accumulation,
     open-account or similar plans (including without limitation any periodic
     investment plan or periodic withdrawal program), including but not limited
     to: maintaining all Shareholder accounts, mailing Shareholder reports and
     Prospectuses to current Shareholders, withholding taxes on accounts subject
     to back-up or other withholding (including non-resident alien accounts),
     preparing and filing reports on U.S. Treasury Department Form 1099 and
     other appropriate forms required with respect to dividends and
     distributions by federal authorities for all Shareholders, preparing and
     mailing confirmation forms and statements of account to Shareholders for
     all purchases and redemptions of Shares and other conformable transactions
     in Shareholder accounts, preparing and mailing activity statements for
     Shareholders, and providing Shareholder account information; and

(b)  provide a system which will enable the Fund to monitor the total number of
     Shares of each Fund (and/or Class) sold in each state ("blue sky
     reporting"). The Fund shall by Proper Instructions (i) identify to the
     Company those transactions and assets to be treated as exempt from the blue
     sky reporting for each state and (ii) verify the classification of
     transactions for each state on the system prior to activation and
     thereafter monitor the daily activity for each state. The responsibility of
     the Company for each Fund's (and/or Class's) state blue sky registration
     status is limited solely to the recording of the initial classification of
     transactions or accounts with regard to blue sky compliance and the
     reporting of such transactions and accounts to the Fund as provided above.

   F.   Other Duties

        (1)   The Company shall answer correspondence from Shareholders relating
              to their Share accounts and such other correspondence as may from
              time to time be addressed to the Company;

        (2)   The Company shall prepare Shareholder meeting lists, mail proxy
              cards and other material supplied to it by the Fund in connection
              with Shareholder meetings of each Fund; receive, examine and
              tabulate returned proxies, and certify the vote of the
              Shareholders;

        (3)   The Company shall establish and maintain facilities and procedures
              for safekeeping of stock certificates, check forms and facsimile
              signature imprinting devices, if any; and for the preparation or
              use, and for keeping account of, such certificates, forms and
              devices.

Article 13. Duties of the Investment Company.
   A.   Compliance

        The Investment Company or Fund assume full responsibility for the
        preparation, contents and distribution of their own and/or their
        classes' Prospectus and for complying with all applicable requirements
        of the Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act
        and any laws, rules and regulations of government authorities having
        jurisdiction.

   B.   Share Certificates

        The Investment Company shall supply the Company with a sufficient supply
        of blank Share certificates and from time to time shall renew such
        supply upon request of the Company. Such blank Share certificates shall
        be properly signed, manually or by facsimile, if authorized by the
        Investment Company and shall bear the seal of the Investment Company or
        facsimile thereof; and notwithstanding the death, resignation or removal
        of any officer of the Investment Company authorized to sign
        certificates, the Company may continue to countersign certificates which
        bear the manual or facsimile signature of such officer until otherwise
        directed by the Investment Company.

   C.   Distributions

        The Fund shall promptly inform the Company of the declaration of any
dividend or distribution on account of any Fund's shares.

Article 14. Compensation and Expenses.
   A.   Annual Fee

        For performance by the Company pursuant to Section Three of this
        Agreement, the Investment Company and/or the Fund agree to pay the
        Company an annual maintenance fee for each Shareholder account as agreed
        upon between the parties and as may be added to or amended from time to
        time. Such fees may be changed from time to time subject to written
        agreement between the Investment Company and the Company. Pursuant to
        information in the Fund Prospectus or other information or instructions
        from the Fund, the Company may sub-divide any Fund into Classes or other
        sub-components for recordkeeping purposes. The Company will charge the
        Fund the same fees for each such Class or sub-component the same as if
        each were a Fund.

   B.   Reimbursements

        In addition to the fee paid under Article 7A above, the Investment
        Company and/or Fund agree to reimburse the Company for out-of-pocket
        expenses or advances incurred by the Company for the items agreed upon
        between the parties, as may be added to or amended from time to time. In
        addition, any other expenses incurred by the Company at the request or
        with the consent of the Investment Company and/or the Fund, will be
        reimbursed by the appropriate Fund.

   C.   Payment

        The compensation and out-of-pocket expenses shall be accrued by the Fund
        and shall be paid to the Company no less frequently than monthly, and
        shall be paid daily upon request of the Company. The Company will
        maintain detailed information about the compensation and out-of-pocket
        expenses by Fund and Class.

   D.   Any schedule of compensation agreed to hereunder, as may be adjusted
        from time to time, shall be dated and signed by a duly authorized
        officer of the Investment Company and/or the Funds and a duly authorized
        officer of the Company.

SECTION FOUR: Custody Services Procurement.

Article 15. Appointment.
   The Investment Company hereby appoints Company as its agent to evaluate and
obtain custody services from a financial institution that (i) meets the criteria
established in Section 17(f) of the 1940 Act and (ii) has been approved by the
Board as eligible for selection by the Company as a custodian (the "Eligible
Custodian"). The Company accepts such appointment.

Article 16. The Company and Its Duties.
   Subject to the review, supervision and control of the Board, the Company
shall:

A.   evaluate and obtain custody services from a financial institution that
     meets the criteria established in Section 17(f) of the 1940 Act and has
     been approved by the Board as being eligible for selection by the Company
     as an Eligible Custodian;

B.   negotiate and enter into agreements with Eligible Custodians for the
     benefit of the Investment Company, with the Investment Company as a party
     to each such agreement. The Company may, as paying agent, be a party to any
     agreement with any such Eligible Custodian;

C.   establish procedures to monitor the nature and the quality of the services
     provided by Eligible Custodians;

D.   monitor and evaluate the nature and the quality of services provided by
     Eligible Custodians;

E.   periodically provide to the Investment Company (i) written reports on the
     activities and services of Eligible Custodians; (ii) the nature and amount
     of disbursements made on account of the each Fund with respect to each
     custodial agreement; and (iii) such other information as the Board shall
     reasonably request to enable it to fulfill its duties and obligations under
     Sections 17(f) and 36(b) of the 1940 Act and other duties and obligations
     thereof;

F.   periodically provide recommendations to the Board to enhance Eligible
     Custodian's customer services capabilities and improve upon fees being
     charged to the Fund by Eligible Custodian; and

   The foregoing, along with any additional services that Company shall agree in
writing to perform for the Fund under this Section Four, shall hereafter be
referred to as "Custody Services Procurement."

Article 17. Fees and Expenses.
   A.   Annual Fee

        For the performance of Custody Services Procurement by the Company
        pursuant to Section Four of this Agreement, the Investment Company
        and/or the Fund agree to compensate the Company in accordance with the
        fees agreed upon from time to time.

   B.   Reimbursements

        In addition to the fee paid under Section 11A above, the Investment
        Company and/or Fund agree to reimburse the Company for out-of-pocket
        expenses or advances incurred by the Company for the items agreed upon
        between the parties, as may be added to or amended from time to time. In
        addition, any other expenses incurred by the Company at the request or
        with the consent of the Investment Company and/or the Fund, will be
        reimbursed by the appropriate Fund.

   C.   Payment

        The compensation and out-of-pocket expenses shall be accrued by the Fund
        and shall be paid to the Company no less frequently than monthly, and
        shall be paid daily upon request of the Company. The Company will
        maintain detailed information about the compensation and out-of-pocket
        expenses by Fund.

   D.   Any schedule of compensation agreed to hereunder, as may be adjusted
        from time to time, shall be dated and signed by a duly authorized
        officer of the Investment Company and/or the Funds and a duly authorized
        officer of the Company.

Article 18. Representations.
   The Company represents and warrants that it has obtained all required
approvals from all government or regulatory authorities necessary to enter into
this arrangement and to provide the services contemplated in Section Four of
this Agreement.

SECTION FIVE: General Provisions.

Article  19.  Proper Instructions.

   As used throughout this Agreement, a "Proper Instruction" means a writing
signed or initialed by one or more person or persons as the Board shall have
from time to time authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral instructions will be deemed to
be Proper Instructions if (a) the Company reasonably believes them to have been
given by a person previously authorized in Proper Instructions to give such
instructions with respect to the transaction involved, and (b) the Investment
Company, or the Fund, and the Company promptly cause such oral instructions to
be confirmed in writing. Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Investment Company, or the Fund, and the Company are satisfied that such
procedures afford adequate safeguards for the Fund's assets. Proper Instructions
may only be amended in writing.

Article 20. Assignment.
   Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by either party without the
written consent of the other party.

   A. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.

   B.   With regard to Transfer Agency Services, the Company may without further
        consent on the part of the Investment Company subcontract for the
        performance of Transfer Agency Services with

        (1)   its subsidiary, Federated Shareholder Service Company, a Delaware
              business trust, which is duly registered as a transfer agent
              pursuant to Section 17A(c)(1) of the Securities Exchange Act of
              1934, as amended, or any succeeding statute ("Section 17A(c)(1)");
              or

        (2)   such other provider of services duly registered as a transfer
              agent under Section 17A(c)(1) as Company shall select.

        The Company shall be as fully responsible to the Investment Company for
        the acts and omissions of any subcontractor as it is for its own acts
        and omissions.

   C.   With regard to Fund Accounting Services, Administrative Services and
        Custody Procurement Services, the Company may without further consent on
        the part of the Investment Company subcontract for the performance of
        such services with Federated Administrative Services, a wholly-owned
        subsidiary of the Company.

   D.   The Company shall upon instruction from the Investment Company
        subcontract for the performance of services under this Agreement with an
        Agent selected by the Investment Company, other than as described in B.
        and C. above; provided, however, that the Company shall in no way be
        responsible to the Investment Company for the acts and omissions of the
        Agent.

Article 21. Documents.
   A.   In connection with the appointment of the Company under this Agreement,
        the Investment Company shall file with the Company the following
        documents:

        (1)   A copy of the Charter and By-Laws of the Investment Company and
              all amendments thereto;

        (2) A copy of the resolution of the Board of the Investment Company
authorizing this Agreement;

        (3)   Specimens of all forms of outstanding Share certificates of the
              Investment Company or the Funds in the forms approved by the Board
              of the Investment Company with a certificate of the Secretary of
              the Investment Company as to such approval;

        (4) All account application forms and other documents relating to
Shareholders accounts; and

        (5) A copy of the current Prospectus for each Fund.

   B. The Fund will also furnish from time to time the following documents:

        (1)   Each resolution of the Board of the Investment Company authorizing
              the original issuance of each Fund's, and/or Class's Shares;

        (2)   Each Registration Statement filed with the SEC and amendments
              thereof and orders relating thereto in effect with respect to the
              sale of Shares of any Fund, and/or Class;

        (3)   A certified copy of each amendment to the governing document and
              the By-Laws of the Investment Company;

        (4)   Certified copies of each vote of the Board authorizing officers to
              give Proper Instructions to the Custodian and agents for fund
              accountant, custody services procurement, and shareholder
              recordkeeping or transfer agency services;

        (5)   Specimens of all new Share certificates representing Shares of any
              Fund, accompanied by Board resolutions approving such forms;

        (6)   Such other certificates, documents or opinions which the Company
              may, in its discretion, deem necessary or appropriate in the
              proper performance of its duties; and

        (7) Revisions to the Prospectus of each Fund.

Article 22. Representations and Warranties.
   A.   Representations and Warranties of the Company

        The Company represents and warrants to the Fund that:

     (1)  it is a corporation duly organized and existing and in good standing
          under the laws of the Commonwealth of Pennsylvania;

     (2)  It is duly qualified to carry on its business in each jurisdiction
          where the nature of its business requires such qualification, and in
          the Commonwealth of Pennsylvania;

     (3)  it is empowered under applicable laws and by its Articles of
          Incorporation and By-Laws to enter into and perform this Agreement;

     (4)  all requisite corporate proceedings have been taken to authorize it to
          enter into and perform its obligations under this Agreement;

     (5)  it has and will continue to have access to the necessary facilities,
          equipment and personnel to perform its duties and obligations under
          this Agreement;

     (6)  it is in compliance with federal securities law requirements and in
          good standing as an administrator and fund accountant; and

B.   Representations and Warranties of the Investment Company

        The Investment Company represents and warrants to the Company that:

     (1)  It is an investment company duly organized and existing and in good
          standing under the laws of its state of organization;

     (2)  It is empowered under applicable laws and by its Charter and By-Laws
          to enter into and perform its obligations under this Agreement;

     (3)  All corporate proceedings required by said Charter and By-Laws have
          been taken to authorize it to enter into and perform its obligations
          under this Agreement;

     (4)  The Investment Company is an open-end investment company registered
          under the 1940 Act; and

     (5)  A registration statement under the 1933 Act will be effective, and
          appropriate state securities law filings have been made and will
          continue to be made, with respect to all Shares of each Fund being
          offered for sale.

Article 23. Standard of Care and Indemnification.
   A.   Standard of Care

        With regard to Sections One, Three and Four, the Company shall be held
        to a standard of reasonable care in carrying out the provisions of this
        Contract. The Company shall be entitled to rely on and may act upon
        advice of counsel (who may be counsel for the Investment Company) on all
        matters, and shall be without liability for any action reasonably taken
        or omitted pursuant to such advice, provided that such action is not in
        violation of applicable federal or state laws or regulations, and is in
        good faith and without negligence.

   B.   Indemnification by Investment Company

        The Company shall not be responsible for and the Investment Company or
        Fund shall indemnify and hold the Company, including its officers,
        directors, shareholders and their agents, employees and affiliates,
        harmless against any and all losses, damages, costs, charges, counsel
        fees, payments, expenses and liabilities arising out of or attributable
        to:

     (1)  The acts or omissions of any Custodian, Adviser, Sub-adviser or other
          party contracted by or approved by the Investment Company or Fund,

     (2)  The reliance on or use by the Company or its agents or subcontractors
          of information, records and documents in proper form which

              (a)   are received by the Company or its agents or subcontractors
                    and furnished to it by or on behalf of the Fund, its
                    Shareholders or investors regarding the purchase, redemption
                    or transfer of Shares and Shareholder account information;

              (b) are received by the Company from independent pricing services
or sources for use in valuing the assets of the Funds; or

              (c)   are received by the Company or its agents or subcontractors
                    from Advisers, Sub-advisers or other third parties
                    contracted by or approved by the Investment Company of Fund
                    for use in the performance of services under this Agreement;

              (d)   have been prepared and/or maintained by the Fund or its
                    affiliates or any other person or firm on behalf of the
                    Investment Company.

     (3)  The reliance on, or the carrying out by the Company or its agents or
          subcontractors of Proper Instructions of the Investment Company or the
          Fund.

     (4)  The offer or sale of Shares in violation of any requirement under the
          federal securities laws or regulations or the securities laws or
          regulations of any state that such Shares be registered in such state
          or in violation of any stop order or other determination or ruling by
          any federal agency or any state with respect to the offer or sale of
          such Shares in such state.

              Provided, however, that the Company shall not be protected by this
              Article 23.B. from liability for any act or omission resulting
              from the Company's willful misfeasance, bad faith, negligence or
              reckless disregard of its duties or failure to meet the standard
              of care set forth in 23.A. above.

   C.   Reliance

        At any time the Company may apply to any officer of the Investment
        Company or Fund for instructions, and may consult with legal counsel
        with respect to any matter arising in connection with the services to be
        performed by the Company under this Agreement, and the Company and its
        agents or subcontractors shall not be liable and shall be indemnified by
        the Investment Company or the appropriate Fund for any action reasonably
        taken or omitted by it in reliance upon such instructions or upon the
        opinion of such counsel provided such action is not in violation of
        applicable federal or state laws or regulations. The Company, its agents
        and subcontractors shall be protected and indemnified in recognizing
        stock certificates which are reasonably believed to bear the proper
        manual or facsimile signatures of the officers of the Investment Company
        or the Fund, and the proper countersignature of any former transfer
        agent or registrar, or of a co-transfer agent or co-registrar.

   D.   Notification

        In order that the indemnification provisions contained in this Article
        23 shall apply, upon the assertion of a claim for which either party may
        be required to indemnify the other, the party seeking indemnification
        shall promptly notify the other party of such assertion, and shall keep
        the other party advised with respect to all developments concerning such
        claim. The party who may be required to indemnify shall have the option
        to participate with the party seeking indemnification in the defense of
        such claim. The party seeking indemnification shall in no case confess
        any claim or make any compromise in any case in which the other party
        may be required to indemnify it except with the other party's prior
        written consent.

Article 24. Term and Termination of Agreement.
   This Agreement shall be effective from March 1, 1996 and shall continue until
February 28, 2003 (`Term"). Thereafter, the Agreement will continue for 18 month
terms. The Agreement can be terminated by either party upon 18 months notice to
be effective as of the end of such 18 month period. In the event, however, of
willful misfeasance, bad faith, negligence or reckless disregard of its duties
by the Company, the Investment Company has the right to terminate the Agreement
upon 60 days written notice, if Company has not cured such willful misfeasance,
bad faith, negligence or reckless disregard of its duties within 60 days. The
termination date for all original or after-added Investment companies which are,
or become, a party to this Agreement. shall be coterminous. Investment Companies
that merge or dissolve during the Term, shall cease to be a party on the
effective date of such merger or dissolution.

   Should the Investment Company exercise its rights to terminate, all
out-of-pocket expenses associated with the movement of records and materials
will be borne by the Investment Company or the appropriate Fund. Additionally,
the Company reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Articles 10 and 23 shall
survive the termination of this Agreement.

Article 25. Amendment.
   This Agreement may be amended or modified by a written agreement executed by
both parties.

Article 26. Interpretive and Additional Provisions.
   In connection with the operation of this Agreement, the Company and the
Investment Company may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Charter. No interpretive or additional
provisions made as provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.

Article 27. Governing Law.
   This Agreement shall be construed and the provisions hereof interpreted under
and in accordance with the laws of the Commonwealth of Massachusetts

Article 28. Notices.
   Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Investment Company at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the Company at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to such
other address as the Investment Company or the Company may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to the
respective address.

Article 29. Counterparts.
      This Agreement may be executed simultaneously in two or more counterparts,
 each of which shall be deemed an original. Article 30. Limitations of Liability
 of Trustees and Shareholders of the Company.
   The execution and delivery of this Agreement have been authorized by the
Trustees of the Company and signed by an authorized officer of the Company,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made by any
of them individually or to impose any liability on any of them personally, and
the obligations of this Agreement are not binding upon any of the Trustees or
Shareholders of the Company, but bind only the appropriate property of the Fund,
or Class, as provided in the Declaration of Trust.

Article 31. Merger of Agreement.
   This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof whether
oral or written.

Article 32. Successor Agent.
   If a successor agent for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement deliver
to such successor agent at the office of the Company all properties of the
Investment Company held by it hereunder. If no such successor agent shall be
appointed, the Company shall at its office upon receipt of Proper Instructions
deliver such properties in accordance with such instructions.

   In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to the Company on or before the date when
such termination shall become effective, then the Company shall have the right
to deliver to a bank or trust company, which is a "bank" as defined in the 1940
Act, of its own selection, having an aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $2,000,000, all
properties held by the Company under this Agreement. Thereafter, such bank or
trust company shall be the successor of the Company under this Agreement.

Article 33. Force Majeure.
   The Company shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Fund as a result of work stoppage, power
or other mechanical failure, natural disaster, governmental action,
communication disruption or other impossibility of performance.

Article 34. Assignment; Successors.
   This Agreement shall not be assigned by either party without the prior
written consent of the other party, except that either party may assign all of
or a substantial portion of its business to a successor, or to a party
controlling, controlled by, or under common control with such party. Nothing in
this Article 34 shall prevent the Company from delegating its responsibilities
to another entity to the extent provided herein.

Article 35. Severability.
   In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.

Article 36. Limitations of Liability of Trustees and Shareholders of the
Investment Company.
   The execution and delivery of this Agreement have been authorized by the
Trustees of the Investment Company and signed by an authorized officer of the
Investment Company, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to have
been made by any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any of
the Trustees or Shareholders of the Investment Company, but bind only the
property of the Fund, or Class, as provided in the Declaration of Trust.



   IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers, as of the day and year first above written.



                                          INVESTMENT COMPANIES (listed on
                                          Exhibit 1)


                                          By:  /s/ S. Elliott Cohan
                                          S. Elliott Cohan
                                          Assistant Secretary

                                          FEDERATED SERVICES COMPANY

                                          By:  /s/ Thomas J. Ward
                                          Thomas J. Ward
                                          Secretary


<PAGE>





                                    EXHIBIT 1
CONTRACT
DATE                 INVESTMENT COMPANY
                       Portfolios
                        Classes

March 1, 1996        FEDERATED INDEX TRUST
                         Federated Max-Cap Fund
                              Institutional Shares
                              Institutional Service Shares
                              Class C Shares
                         Federated Mid-Cap Fund
                         Federated Mini-Cap Fund
                              Institutional Shares
                              Class C Shares







FEDERATED SERVICES COMPANY provides the following services:

                     Administrative Services
                     Fund Accounting Services
                     Shareholder Recordkeeping Services
                     Custody Services Procurement









Amended and Restated
Shareholder Services Agreement
                                            Exhibit 9(ii) under Form N-1A
                                       Exhibit 10 under Item 601/Reg. S-K


                              Amended and Restated
                         SHAREHOLDER SERVICES AGREEMENT


     THIS AGREEMENT, amended and restated as of the first day of September,
1995, (originally made and enterered into as of the first day of March, 1994),
by and between those investment companies listed on Exhibit 1, as may be amended
from time to time, having their principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779 and who have approved this
form of Agreement (individually referred to herein as a "Fund" and collectively
as "Funds") and Federated Shareholder Services, a Delaware business trust,
having its principal office and place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779 ("FSS").

1.    The Funds hereby appoint FSS to render or cause to be rendered personal
      services to shareholders of the Funds and/or the maintenance of accounts
      of shareholders of the Funds ("Services"). In addition to providing
      Services directly to shareholders of the Funds, FSS is hereby appointed
      the Funds' agent to select, negotiate and subcontract for the performance
      of Services. FSS hereby accepts such appointments. FSS agrees to provide
      or cause to be provided Services which, in its best judgment (subject to
      supervision and control of the Funds' Boards of Trustees or Directors, as
      applicable), are necessary or desirable for shareholders of the Funds. FSS
      further agrees to provide the Funds, upon request, a written description
      of the Services which FSS is providing hereunder.

2.    During the term of this Agreement, each Fund will pay FSS and FSS agrees
      to accept as full compensation for its services rendered hereunder a fee
      at an annual rate, calculated daily and payable monthly, up to 0.25% of 1%
      of average net assets of each Fund.

      For the payment period in which this Agreement becomes effective or
      terminates with respect to any Fund, there shall be an appropriate
      proration of the monthly fee on the basis of the number of days that this
      Agreement is in effect with respect to such Fund during the month.

3.    This Agreement shall continue in effect for one year from the date of its
      execution, and thereafter for successive periods of one year only if the
      form of this Agreement is approved at least annually by the Board of each
      Fund, including a majority of the members of the Board of the Fund who are
      not interested persons of the Fund ("Independent Board Members") cast in
      person at a meeting called for that purpose.

4. Notwithstanding paragraph 3, this Agreement may be terminated as follows:

      (a)  at any time, without the payment of any penalty, by the vote of a
           majority of the Independent Board Members of any Fund or by a vote of
           a majority of the outstanding voting securities of any Fund as
           defined in the Investment Company Act of 1940 on sixty (60) days'
           written notice to the parties to this Agreement;

      (b) automatically in the event of the Agreement's assignment as defined in
the Investment Company Act of 1940; and

      (c)  by any party to the Agreement without cause by giving the other party
           at least sixty (60) days' written notice of its intention to
           terminate.

5.    FSS agrees to obtain any taxpayer identification number certification from
      each shareholder of the Funds to which it provides Services that is
      required under Section 3406 of the Internal Revenue Code, and any
      applicable Treasury regulations, and to provide each Fund or its designee
      with timely written notice of any failure to obtain such taxpayer
      identification number certification in order to enable the implementation
      of any required backup withholding.

6.   FSS shall not be liable for any error of judgment or mistake of law or for
     any loss suffered by any Fund in connection with the matters to which this
     Agreement relates, except a loss resulting from willful misfeasance, bad
     faith or gross negligence on its part in the performance of its duties or
     from reckless disregard by it of its obligations and duties under this
     Agreement. FSS shall be entitled to rely on and may act upon advice of
     counsel (who may be counsel for such Fund) on all matters, and shall be
     without liability for any action reasonably taken or omitted pursuant to
     such advice. Any person, even though also an officer, trustee, partner,
     employee or agent of FSS, who may be or become a member of such Fund's
     Board, officer, employee or agent of any Fund, shall be deemed, when
     rendering services to such Fund or acting on any business of such Fund
     (other than services or business in connection with the duties of FSS
     hereunder) to be rendering such services to or acting solely for such Fund
     and not as an officer, trustee, partner, employee or agent or one under the
     control or direction of FSS even though paid by FSS.

      This Section 6 shall survive termination of this Agreement.

7.    No provision of this Agreement may be changed, waived, discharged or
      terminated orally, but only by an instrument in writing signed by the
      party against which an enforcement of the change, waiver, discharge or
      termination is sought.

8.    FSS is expressly put on notice of the limitation of liability as set forth
      in the Declaration of Trust of each Fund that is a Massachusetts business
      trust and agrees that the obligations assumed by each such Fund pursuant
      to this Agreement shall be limited in any case to such Fund and its assets
      and that FSS shall not seek satisfaction of any such obligations from the
      shareholders of such Fund, the Trustees, Officers, Employees or Agents of
      such Fund, or any of them.

9.    The execution and delivery of this Agreement have been authorized by the
      Trustees of FSS and signed by an authorized officer of FSS, acting as
      such, and neither such authorization by such Trustees nor such execution
      and delivery by such officer shall be deemed to have been made by any of
      them individually or to impose any liability on any of them personally,
      and the obligations of this Agreement are not binding upon any of the
      Trustees or shareholders of FSS, but bind only the trust property of FSS
      as provided in the Declaration of Trust of FSS.

10.   Notices of any kind to be given hereunder shall be in writing (including
      facsimile communication) and shall be duly given if delivered to any Fund
      and to such Fund at the following address: Federated Investors Tower,
      Pittsburgh, PA 15222-3779, Attention: President and if delivered to FSS at
      Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
      President.

11.   This Agreement constitutes the entire agreement between the parties hereto
      and supersedes any prior agreement with respect to the subject hereof
      whether oral or written. If any provision of this Agreement shall be held
      or made invalid by a court or regulatory agency decision, statute, rule or
      otherwise, the remainder of this Agreement shall not be affected thereby.
      Subject to the provisions of Sections 3 and 4, hereof, this Agreement
      shall be binding upon and shall inure to the benefit of the parties hereto
      and their respective successors and shall be governed by Pennsylvania law;
      provided, however, that nothing herein shall be construed in a manner
      inconsistent with the Investment Company Act of 1940 or any rule or
      regulation promulgated by the Securities and Exchange Commission
      thereunder.

12.   This Agreement may be executed by different parties on separate
      counterparts, each of which, when so executed and delivered, shall be an
      original, and all such counterparts shall together constitute one and the
      same instrument.

13.   This Agreement shall not be assigned by any party without the prior
      written consent of FSS in the case of assignment by any Fund, or of the
      Funds in the case of assignment by FSS, except that any party may assign
      to a successor all of or a substantial portion of its business to a party
      controlling, controlled by, or under common control with such party.
      Nothing in this Section 14 shall prevent FSS from delegating its
      responsibilities to another entity to the extent provided herein.

      IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.



                                       Investment Companies (listed on Exhibit
1)


Attest:       /s/ John W. McGonigle         By:     /s/ John F. Donahue
      John W. McGonigle                   John F. Donahue
      Secretary                             Chairman

                                       Federated Shareholder Services


Attest:         /s/ Joseph M. Huber         By:   /s/ John W. McGonigle
      Secretary                             President





<PAGE>


                                    EXHIBIT 1
                                       TO
                              AMENDED AND RESTATED
                         SHAREHOLDER SERVICES AGREEMENT



                              FEDERATED INDEX TRUST

                                  Max-Cap Fund
                              Institutional Shares
                          Institutional Service Shares
                                 Class C Shares

                                  Mid-Cap Fund

                                  Mini-Cap Fund
                              Institutional Shares
                                 Class C Shares










2



Federated Government Income Securities, Inc.
May 3, 1996



                                             Exhibit 15(ii) under Form N-1A
                                             Exhibit 1 under Item 601/Reg. S-K


                                    EXHIBIT B
                                     to the
                                Distribution Plan

                              FEDERATED INDEX TRUST
                                  MAX-CAP FUND
                                 Class C Shares

         This Distribution Plan is adopted by Federated Index Trust with respect
      to the Class of Shares of the portfolio of the Trust set forth above.

         In compensation for the services provided pursuant to this Plan, FSC
      will be paid a monthly fee computed at the annual rate of .75 of 1% of the
      average aggregate net asset value of the Class C Shares of Trust held
      during the month.

         Witness the due execution hereof this 1st day of September, 1997.



                                    FEDERATED INDEX TRUST


                                    By:/s/ Glen R. Johnson
                                    President











2



Federated Government Income Securities, Inc.
May 3, 1996



                                             Exhibit 15(iii) under Form N-1A
                                             Exhibit 1 under Item 601/Reg. S-K


                                    EXHIBIT C
                                     to the
                                Distribution Plan

                              FEDERATED INDEX TRUST
                                  MINI-CAP FUND
                                 Class C Shares

         This Distribution Plan is adopted by Federated Index Trust with respect
      to the Class of Shares of the portfolio of the Trust set forth above.

         In compensation for the services provided pursuant to this Plan, FSC
      will be paid a monthly fee computed at the annual rate of .75 of 1% of the
      average aggregate net asset value of the Class C Shares of Trust held
      during the month.

         Witness the due execution hereof this 1st day of September, 1997.



                                    FEDERATED INDEX TRUST


                                    By:/s/ Glen R. Johnson
                                    President









<TABLE> <S> <C>



       
<S>                       <C>

<ARTICLE>                 6
<SERIES>
     <NUMBER>             012
     <NAME>               Federated Index Trust
                          Federated Max-Cap Fund
                          Institutional Service Shares
<PERIOD-TYPE>             12-MOS
<FISCAL-YEAR-END>         Oct-31-1996
<PERIOD-END>              Oct-31-1996
<INVESTMENTS-AT-COST>     766,790,897
<INVESTMENTS-AT-VALUE>    953,573,497
<RECEIVABLES>             8,380,060
<ASSETS-OTHER>            250
<OTHER-ITEMS-ASSETS>      0
<TOTAL-ASSETS>            961,953,807
<PAYABLE-FOR-SECURITIES>  0
<SENIOR-LONG-TERM-DEBT>   0
<OTHER-ITEMS-LIABILITIES> 3,082,539
<TOTAL-LIABILITIES>       3,082,539
<SENIOR-EQUITY>           0
<PAID-IN-CAPITAL-COMMON>  758,324,717
<SHARES-COMMON-STOCK>     3,798,234
<SHARES-COMMON-PRIOR>     2,390,704
<ACCUMULATED-NII-CURRENT> 2,602,060
<OVERDISTRIBUTION-NII>    0
<ACCUMULATED-NET-GAINS>   10,054,940
<OVERDISTRIBUTION-GAINS>  0
<ACCUM-APPREC-OR-DEPREC>  187,889,551
<NET-ASSETS>              58,740,551
<DIVIDEND-INCOME>         16,176,146
<INTEREST-INCOME>         3,870,897
<OTHER-INCOME>            0
<EXPENSES-NET>            2,551,261
<NET-INVESTMENT-INCOME>   17,495,782
<REALIZED-GAINS-CURRENT>  13,951,641
<APPREC-INCREASE-CURRENT> 134,549,793
<NET-CHANGE-FROM-OPS>     165,997,216
<EQUALIZATION>            0
<DISTRIBUTIONS-OF-INCOME> 847,955
<DISTRIBUTIONS-OF-GAINS>  4,696,377
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>   4,027,604
<NUMBER-OF-SHARES-REDEEMED>2,957,950
<SHARES-REINVESTED>       337,876
<NET-CHANGE-IN-ASSETS>    244,438,817
<ACCUMULATED-NII-PRIOR>   3,063,488
<ACCUMULATED-GAINS-PRIOR> 99,397,047
<OVERDISTRIB-NII-PRIOR>   0
<OVERDIST-NET-GAINS-PRIOR>0
<GROSS-ADVISORY-FEES>     2,312,405
<INTEREST-EXPENSE>        0
<GROSS-EXPENSE>           5,405,295
<AVERAGE-NET-ASSETS>      780,443,599
<PER-SHARE-NAV-BEGIN>     14.720
<PER-SHARE-NII>           0.300
<PER-SHARE-GAIN-APPREC>   2.790
<PER-SHARE-DIVIDEND>      0.310
<PER-SHARE-DISTRIBUTIONS> 2.030
<RETURNS-OF-CAPITAL>      0.000
<PER-SHARE-NAV-END>       15.470
<EXPENSE-RATIO>           0.61
<AVG-DEBT-OUTSTANDING>    0
<AVG-DEBT-PER-SHARE>      0.000
        






</TABLE>

<TABLE> <S> <C>


       
<S>                       <C>

<ARTICLE>                 6
<SERIES>
     <NUMBER>             011
     <NAME>               Federated Index Trust
                          Federated Max-Cap Fund
                          Institutional Shares
<PERIOD-TYPE>             12-MOS
<FISCAL-YEAR-END>         Oct-31-1996
<PERIOD-END>              Oct-31-1996
<INVESTMENTS-AT-COST>     766,790,897
<INVESTMENTS-AT-VALUE>    953,573,497
<RECEIVABLES>             8,380,060
<ASSETS-OTHER>            250
<OTHER-ITEMS-ASSETS>      0
<TOTAL-ASSETS>            961,953,807
<PAYABLE-FOR-SECURITIES>  0
<SENIOR-LONG-TERM-DEBT>   0
<OTHER-ITEMS-LIABILITIES> 3,082,539
<TOTAL-LIABILITIES>       3,082,539
<SENIOR-EQUITY>           0
<PAID-IN-CAPITAL-COMMON>  758,324,717
<SHARES-COMMON-STOCK>     58,112,325
<SHARES-COMMON-PRIOR>     46,076,825
<ACCUMULATED-NII-CURRENT> 2,602,060
<OVERDISTRIBUTION-NII>    0
<ACCUMULATED-NET-GAINS>   10,054,940
<OVERDISTRIBUTION-GAINS>  0
<ACCUM-APPREC-OR-DEPREC>  187,889,551
<NET-ASSETS>              900,130,717
<DIVIDEND-INCOME>         16,176,146
<INTEREST-INCOME>         3,870,897
<OTHER-INCOME>            0
<EXPENSES-NET>            2,551,261
<NET-INVESTMENT-INCOME>   17,495,782
<REALIZED-GAINS-CURRENT>  13,951,641
<APPREC-INCREASE-CURRENT> 134,549,793
<NET-CHANGE-FROM-OPS>     165,997,216
<EQUALIZATION>            0
<DISTRIBUTIONS-OF-INCOME> 17,109,255
<DISTRIBUTIONS-OF-GAINS>  98,597,371
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>   42,819,917
<NUMBER-OF-SHARES-REDEEMED>35,228,936
<SHARES-REINVESTED>       4,444,520
<NET-CHANGE-IN-ASSETS>    244,438,817
<ACCUMULATED-NII-PRIOR>   3,063,488
<ACCUMULATED-GAINS-PRIOR> 99,397,047
<OVERDISTRIB-NII-PRIOR>   0
<OVERDIST-NET-GAINS-PRIOR>0
<GROSS-ADVISORY-FEES>     2,312,405
<INTEREST-EXPENSE>        0
<GROSS-EXPENSE>           5,405,295
<AVERAGE-NET-ASSETS>      780,443,599
<PER-SHARE-NAV-BEGIN>     14.740
<PER-SHARE-NII>           0.340
<PER-SHARE-GAIN-APPREC>   2.800
<PER-SHARE-DIVIDEND>      0.360
<PER-SHARE-DISTRIBUTIONS> 2.030
<RETURNS-OF-CAPITAL>      0.000
<PER-SHARE-NAV-END>       15.490
<EXPENSE-RATIO>           0.31
<AVG-DEBT-OUTSTANDING>    0
<AVG-DEBT-PER-SHARE>      0.000
        




</TABLE>

<TABLE> <S> <C>




       
<S>                       <C>

<ARTICLE>                 6
<SERIES>
     <NUMBER>             02
     <NAME>               Federated Index Funds
                          Federated Mid-Cap Fund

<PERIOD-TYPE>             12-mos
<FISCAL-YEAR-END>         Oct-31-1996
<PERIOD-END>              Oct-31-1996
<INVESTMENTS-AT-COST>     48,978,701
<INVESTMENTS-AT-VALUE>    59,365,617
<RECEIVABLES>             931,675
<ASSETS-OTHER>            11,334
<OTHER-ITEMS-ASSETS>      0
<TOTAL-ASSETS>            60,308,626
<PAYABLE-FOR-SECURITIES>  0
<SENIOR-LONG-TERM-DEBT>   0
<OTHER-ITEMS-LIABILITIES> 360,628
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<OVERDISTRIBUTION-GAINS>  0
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</TABLE>

<TABLE> <S> <C>


       
<S>                       <C>

<ARTICLE>                 6
<SERIES>
     <NUMBER>             03
     <NAME>               Federated Index Trust
                          Federated Mini-Cap Fund

<PERIOD-TYPE>             12-MOS
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<PERIOD-END>              Oct-31-1996
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<OTHER-ITEMS-LIABILITIES> 232,327
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<SHARES-COMMON-PRIOR>     9,932,028
<ACCUMULATED-NII-CURRENT> 116,917
<OVERDISTRIBUTION-NII>    0
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<AVG-DEBT-PER-SHARE>      0.000
        



</TABLE>


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