DG INVESTOR SERIES
485BPOS, 1995-04-25
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                                          1933 Act File No. 33-46431
                                          1940 Act File No. 811-6607

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.    9                               X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

    Amendment No.   11                                              X

DG INVESTOR SERIES

(Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

    immediately upon filing pursuant to paragraph (b)
 X  on April 30, 1995 pursuant to paragraph (b)
    60 days after filing pursuant to paragraph (a) (i)
    on                 pursuant to paragraph (a) (i).
    75 days after filing pursuant to paragraph (a)(ii)
    on _________________ pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

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

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

 X  filed the Notice required by that Rule on April 13, 1995; or
    intends to file the Notice required by that Rule on or about
    ____________; or
    during the most recent fiscal year did not sell any securities
 pursuant to Rule 24f-2 under the Investment Company Act of 1940, and,
 pursuant to Rule 24f-2(b)(2), need not file the Notice.


                              Copies To:

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


CROSS-REFERENCE SHEET

      This Amendment to the Registration Statement of DG INVESTOR SERIES
which consists of six portfolios:  (1) DG U.S. Government Money Market
Fund, (2) DG Limited Term Government Income Fund, (3) DG Government
Income Fund, (4) DG Equity Fund, (5) DG Municipal Income Fund, and
(6) DG Opportunity Fund, relates only to (6) DG Opportunity Fund and is
comprised of the following:

PART A.     INFORMATION REQUIRED IN A PROSPECTUS.

                                          Prospectus Heading
                                          (Rule 404(c) Cross Reference)
Item 1.     Cover Page                    (1-6) Cover Page.
Item 2.     Synopsis                      (1-6) Summary of Fund
                                          Expenses; (1-6) Financial
                                          Highlights.
Item 3.     Condensed Financial
            Information                   (1-6) Performance Information.
Item 4.     General Description of
            Registrant                    (1-6) General Information; (1-
                                          6) Investment Information; (1-
                                          6) Investment Objective; (1-6)
                                          Investment Policies; (1-6)
                                          Investment Limitations.
Item 5.     Management of the Fund        (1-6) DG Investor Series
                                          Information; (1-6) Management
                                          of the Trust; (1-6)
                                          Distribution of Fund Shares;
                                          (1-6) Administration of the
                                          Fund; (6) Shareholder Services
                                          Plan; (1-6) Expenses of the
                                          Fund; (2) Brokerage
                                          Transactions.
Item 6.     Capital Stock and Other
            Securities                    (1-6) Dividends; (1) Capital
                                          Gains; (1-6) Shareholder
                                          Information; (1-6) Voting
                                          Rights; (1-6) Massachusetts
                                          Partnership Law; (1-6) Tax
                                          Information; (1-6) Federal
                                          Income Tax; (1-6) Effect of
                                          Banking Laws.
Item 7.     Purchase of Securities Being
            Offered                       (1-6) Net Asset Value; (1-6)
                                          Investing in the Fund; (1-6)
                                          Share Purchases; (2-6) Minimum
                                          Investment Required; (1-6)
                                          Distribution Plan; (1-6)
                                          Shareholder Servicing
                                          Arrangements; (1-6) What
                                          Shares Cost; (2-6) Reducing
                                          the Sales Charge; (1-6)
                                          Systematic Investment Program;
                                          (1-6) Certificates and
                                          Confirmations; (1-6)
                                          Exchanging Securities for Fund
                                          Shares; (1-6) Exchange
                                          Privilege; (1-6) DG Investor
                                          Series; (1-6) Exchanging
                                          Shares.
Item 8.     Redemption or Repurchase      (1-6) Redeeming Shares; (1-6)
                                          Through the Banks; (1-6)
                                          Systematic Withdrawal Program;
                                          (1-6) Accounts With Low
                                          Balances; (1-6) Redemption in
                                          Kind.
Item 9.     Pending Legal Proceedings     None.
PART B.   INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL  IFORMATION.

Item 10.    Cover Page                    (1-6) Cover Page.
Item 11.    Table of Contents             (1-6) Table of Contents.
Item 12.    General Information and
            History                       (1-6) General Information
                                          About the Fund.
Item 13.    Investment Objectives and
            Policies                      (1-6) Investment Objective(s)
                                          and Policies.
Item 14.    Management of the Fund        (1-6) DG Investor Series
                                          Management.
Item 15.    Control Persons and Principal
            Holders of Securities         (1-6) Fund Ownership.
Item 16.    Investment Advisory and Other
            Services                      (1-6) Investment Advisory
                                          Services; (1-6) Administrative
                                          Services.
Item 17.    Brokerage Allocation          (1-6) Brokerage Transactions.
Item 18.    Capital Stock and Other
            Securities                    Not Applicable.
Item 19.    Purchase, Redemption and
            Pricing of Securities Being
            Offered                       (1-6) Purchasing Shares; (1-6)
                                          Exchange Privilege; (1-6)
                                          Determining Net Asset Value;
                                          (1-6) Redeeming Shares.
Item 20.    Tax Status                    Tax Status.
Item 21.    Underwriters                  (1-6) Distribution Plan.
Item 22.    Calculation of Performance
            Data                          (1-6) Performance Comparisons;
                                          (1-6) Yield; (1) Effective
                                          Yield; (2-6) Total Return; (5)
                                          Tax-Equivalent Yield.
Item 23.    Financial Statements          (6) Filed in Part A.



DG U.S. GOVERNMENT MONEY MARKET FUND
(A PORTFOLIO OF DG INVESTOR SERIES)
PROSPECTUS

The shares of DG U.S. Government Money Market Fund (the "Fund") offered by this
prospectus represent interests in a diversified portfolio of DG Investor Series
(the "Trust"), an open-end, management investment company (a mutual fund),
investing in short-term U.S. government securities to achieve current income
consistent with stability of principal and liquidity.

AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE FUND ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE; THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO DO SO.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF DEPOSIT
GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL BANK, ARE NOT ENDORSED OR
GUARANTEED BY DEPOSIT GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL BANK, AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.

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 dated April 30,
1995, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference in this
prospectus. You may request a copy of the Statement of Additional Information
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling 1-800-530-7377.
    

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

   
Prospectus dated April 30, 1995
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
     Acceptable Investments                                                    3
     Repurchase Agreements                                                     4
     Lending of Portfolio Securities                                           4
     When-Issued and Delayed
       Delivery Transactions                                                   4
  Investment Limitations                                                       4
  Regulatory Compliance                                                        5

DG INVESTOR SERIES INFORMATION                                                 5
- ------------------------------------------------------

  Management of the Trust                                                      5
     Board of Trustees                                                         5
     Investment Adviser                                                        5
     Advisory Fees                                                             5
   
     Adviser's Background                                                      6
    
  Distribution of Fund Shares                                                  6
     Distribution Plan                                                         6
     Shareholder Servicing Arrangements                                        7

ADMINISTRATION OF THE FUND                                                     7
- ------------------------------------------------------

     Administrative Services                                                   7
     Custodian                                                                 7
     Transfer Agent, Dividend
       Disbursing Agent, and
       Shareholder Servicing Agent                                             7
   
     Independent Auditors                                                      7
    

NET ASSET VALUE                                                                8
- ------------------------------------------------------
INVESTING IN THE FUND                                                          8
- ------------------------------------------------------
  Share Purchases                                                              8
     Through the Banks                                                         8
  Minimum Investment Required                                                  8
  What Shares Cost                                                             8
  Systematic Investment Program                                                9
  Certificates and Confirmations                                               9
  Dividends                                                                    9
  Capital Gains                                                                9

   
EXCHANGE PRIVILEGE                                                             9
    
- ------------------------------------------------------

  DG Investor Series                                                           9
  Exchanging Shares                                                            9

REDEEMING SHARES                                                              10
- ------------------------------------------------------

  Through the Banks                                                           10
     By Telephone                                                             10
   
     Checkwriting                                                             10
    
  Systematic Withdrawal Program                                               11
  Accounts With Low Balances                                                  11

   
SHAREHOLDER INFORMATION                                                       11
    
- ------------------------------------------------------

   
  Voting Rights                                                               11
    
  Massachusetts Partnership Law                                               12

EFFECT OF BANKING LAWS                                                        12
- ------------------------------------------------------

TAX INFORMATION                                                               13
- ------------------------------------------------------

  Federal Income Tax                                                          13

   
PERFORMANCE INFORMATION                                                       13
    
- ------------------------------------------------------

   
FINANCIAL STATEMENTS                                                          14
    
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  22
    
- ------------------------------------------------------

   
ADDRESSES                                                                     23
    
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                                    <C>
                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).........     None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)...............................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable).............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)..................     None
Exchange Fee........................................................................     None
                               ANNUAL FUND OPERATING EXPENSES
                           (As a percentage of average net assets)
Management Fee (after waiver)(1)....................................................    0.30%
12b-1 Fees(2).......................................................................    0.00%
Total Other Expenses................................................................    0.23%
     Total Fund Operating Expenses(3)...............................................    0.53%
</TABLE>
    

(1) The management fee has been reduced to reflect the voluntary waiver of the
investment advisory fee by the investment adviser. The adviser can terminate
this voluntary waiver at any time at its sole discretion. The maximum management
fee is 0.50%.

   
(2) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not accrue or pay 12b-1 fees until a separate class of
shares has been created for certain institutional investors. The Fund can pay up
to 0.25% as a 12b-1 fee to the distributor.
    

   
(3) The Total Fund Operating Expenses would have been 0.73% absent the voluntary
waiver of the investment advisory fee.
    

     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE " DG INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

   
<TABLE>
<CAPTION>
                     EXAMPLE                          1 year     3 years     5 years     10 years
- --------------------------------------------------    ------     -------     -------     --------
<S>                                                   <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
  redemption at the end of each time period.......      $5         $17         $30         $ 66
</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.


   
DG U.S. GOVERNMENT MONEY MARKET FUND
    

   
FINANCIAL HIGHLIGHTS
    
- --------------------------------------------------------------------------------
   
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
    

   
Reference is made to the Report of KPMG Peat Marwick LLP, Independent Auditors,
on page 22.
    

   
<TABLE>
<CAPTION>
                                                                   YEAR ENDED FEBRUARY 28,
                                                                 ---------------------------
                                                                 1995      1994      1993(A)
                                                                 -----     -----     -------
<S>                                                              <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                             $1.00     $1.00      $1.00
- --------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------
  Net investment income                                           0.04      0.03       0.02
- --------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------
  Distributions from net investment income                       (0.04)    (0.03)     (0.02)
- --------------------------------------------------------------   -----     -----     -------
NET ASSET VALUE, END OF PERIOD                                   $1.00     $1.00      $1.00
- --------------------------------------------------------------   -----     -----     -------
TOTAL RETURN(B)                                                   4.06%     2.74%      1.97%
- --------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------
  Expenses                                                        0.53%     0.54%      0.41%(c)
- --------------------------------------------------------------
  Net investment income                                           3.96%     2.70%      2.88%(c)
- --------------------------------------------------------------
  Expense waiver/reimbursement(d)                                 0.20%     0.20%      0.38%(c)
- --------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------
  Net assets, end of period (000 omitted)                        $162,515  $189,315  $189,024
- --------------------------------------------------------------
</TABLE>
    

   
(a) Reflects operations for the period from July 1, 1992 (date of initial public
    investment) to February, 28, 1993. For the period from March 31, 1992 (start
    of business) to June 30, 1992, all income was distributed to the
    administrator.
    

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

   
(c) Computed on an annualized basis.
    

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

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


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

   
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated February 7, 1992. 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.
    

Shares of the Fund are designed for retail and trust customers of Deposit
Guaranty National Bank or Commercial National Bank and their affiliates as a
convenient means of participating in a professionally managed, diversified
portfolio limited to short-term U.S. government securities. A minimum initial
investment of $1,000 is required.

The Fund attempts to stabilize the value of a share at $1.00. Fund shares are
currently sold and redeemed at that price.

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

   
The Fund pursues its investment objective by investing primarily in a portfolio
of short-term U.S. government securities. The average maturity of U.S.
government securities in the Fund's portfolio, computed on a dollar-weighted
basis, will be 90 days or less, and the Fund will invest only in securities with
remaining maturities of 13 months or less at the time of purchase by the Fund.
    

Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees ("Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.

ACCEPTABLE INVESTMENTS.  The U.S. government securities in which the Fund
invests 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; and

   
     - notes, bonds, and discount notes of U.S. government agencies or
       instrumentalities, such as the Farm Credit System, including the National
       Bank for Cooperatives, Farm Credit Banks, and Banks for Cooperatives;
       Federal Home Loan Banks; Government National Mortgage Association;
       Federal Home Loan Mortgage Corporation; and Student Loan Marketing
       Association.
    

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and


credit of the U.S. Treasury. No assurances can be given that the U.S. government
will provide financial support to other agencies or instrumentalities, since it
is not obligated to do so. These instrumentalities are supported by:

     - the issuer's right to borrow an amount limited to a specific line of
       credit from the U.S. Treasury;

     - the discretionary authority of the U.S. government to purchase certain
       obligations of an agency or instrumentality; or

     - the credit of the agency or instrumentality.

REPURCHASE AGREEMENTS.  The U.S. government 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 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 seller does not repurchase the securities from the Fund, the
Fund could receive less than the repurchase price on any sale of such
securities.

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both
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 adviser has determined are creditworthy under guidelines
established by the Trustees, and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the securities
loaned at all times.

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

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

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

INVESTMENT LIMITATIONS

The Fund will not:

     - borrow money directly or through reverse repurchase agreements
       (arrangements in which the Fund sells a portfolio instrument for a
       percentage of its cash value with an agreement to buy it back on a set
       date) or pledge securities except, under certain circumstances, the Fund
       may


       borrow money and engage in reverse repurchase agreements in amounts up to
       one-third of the value of its total assets and pledge up to 15% of the
       value of its total assets to secure such borrowings.

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

   
The Fund will not:
    

     - invest more than 10% of the value of its net assets in illiquid
       securities, including repurchase agreements providing for settlement in
       more than seven days after notice and certain restricted securities
       determined by the Trustees not to be liquid.

REGULATORY COMPLIANCE

The Fund may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and its Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940, as amended. The Fund will invest more
than 5% of its assets in any one issuer only under the circumstances permitted
by Rule 2a-7. The Fund may change these operational policies to reflect changes
in the laws and regulations without the approval of its shareholders.

DG INVESTOR SERIES INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES.  The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising all
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.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Deposit Guaranty National Bank,
the Fund's investment adviser (the "Adviser"), subject to direction by the
Trustees. The Adviser continually conducts investment research and supervision
for the Fund and is responsible for the purchase and sale of portfolio
instruments.

ADVISORY FEES.  The Fund's Adviser receives an annual investment advisory fee
equal to .50 of 1% of the Fund's average daily net assets. The investment
advisory contract provides for the voluntary reimbursement of expenses by the
Adviser to the extent any Fund expenses exceed such lower expense limitation as
the Adviser may, by notice to the Fund, voluntarily declare to be effective. The
Adviser can terminate this voluntary reimbursement of expenses at any time at
its sole discretion. The Adviser has undertaken to reimburse the Fund for
operating expenses in excess of limitations established by certain states.


ADVISER'S BACKGROUND.  Deposit Guaranty National Bank, a national banking
association formed in 1925, is a subsidiary of Deposit Guaranty Corp ("DGC").
Through its subsidiaries and affiliates, DGC offers a full range of financial
services to the public including commercial lending, depository services, cash
management, brokerage services, retail banking, mortgage banking, investment
advisory services and trust services.

   
As of December 31, 1994, the Trust Division of Deposit Guaranty National Bank
had approximately $9.1 billion under administration, of which it had investment
discretion over $1.4 billion. Deposit Guaranty National Bank has served as the
Trust's Adviser since May 5, 1992.
    

As part of their regular banking operations, Deposit Guaranty National Bank may
make loans to public companies. Thus, it may be possible from time to time, for
the Fund to hold or acquire the securities of issuers which are also lending
clients of Deposit Guaranty National Bank. The lending relationship will not be
a factor in the selection of securities.

DISTRIBUTION OF FUND 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.  Under a distribution plan adopted in accordance with the
Investment Company Act Rule 12b-1 (the "Plan"), the Fund will pay to the
distributor an amount computed at an annual rate of .25 of 1% of the average
daily net asset value of the Fund to finance any activity which is principally
intended to result in the sale of shares subject to the Plan.

The distributor may from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the shares exceed such lower expense limitation as
the distributor may, by notice to the Trust, voluntarily declare to be
effective.

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers to provide
distribution and/or administrative services as agents for their clients or
customers. Administrative services may include, but are not limited to, the
following functions: 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; assisting
clients in changing dividend options, account designations, and addresses; and
providing such other services as may reasonably be requested.

The distributor will pay financial institutions a fee based upon shares subject
to the Plan and 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 distributor.

The Fund's 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.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustees will consider appropriate changes in the services.

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

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions a fee with respect to the average net asset value of shares held by
their customers for providing administrative services. This fee, if paid, will
be reimbursed by the Adviser and not the Fund.

ADMINISTRATION OF THE FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE SERVICES.  Federated Administrative Services, which is a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
shareholder servicing and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
       MAXIMUM                    AVERAGE AGGREGATE DAILY
 ADMINISTRATIVE FEE               NET ASSETS OF THE TRUST
- ---------------------        ---------------------------------
<S>                         <C>
     .150 of 1%                  on the first $250 million
     .125 of 1%                  on the next $250 million
     .100 of 1%                  on the next $250 million
     .075 of 1%             on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall aggregate at least
$100,000 per Fund. Federated Administrative Services may choose voluntarily to
reimburse a portion of its fee at any time.

CUSTODIAN.  State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER SERVICING AGENT.
 Federated Services Company, Pittsburgh, Pennsylvania, is transfer agent for the
shares of the Fund, dividend disbursing agent for the Fund, and shareholder
servicing agent for the Fund.

   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.
    


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

The Fund attempts to stabilize the net asset value of shares at $1.00 by valuing
the portfolio securities using the amortized cost method. The net asset value
per share is determined by subtracting total liabilities from total assets and
dividing the remainder by the number of shares outstanding. The Fund, of course,
cannot guarantee that its net asset value will always remain at $1.00 per share.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. Fund shares may be ordered by
telephone through procedures established with Commercial National Bank, a
subsidiary of DGC, and Deposit Guaranty National Bank (collectively, the
"Banks") in connection with qualified account relationships. Such procedures may
include arrangements under which certain accounts are swept periodically and
amounts exceeding an agreed-upon minimum are invested automatically in Fund
shares. Texas residents must purchase shares of the Fund through Federated
Securities Corp. at 1-800-356-2805. The Fund reserves the right to reject any
purchase request.

THROUGH THE BANKS.  To place an order to purchase Fund shares, open an account
by calling Deposit Guaranty National Bank at (800)748-8500 or Commercial
National Bank at (800) 274-1907. Information needed to establish the account
will be taken over the telephone.

Payment may be made by either check, federal funds or by debiting a customer's
account at the Banks. Purchase orders must be received by 11:00 a.m. (Eastern
time). Payment is required before 3:00 p.m. (Eastern time) on the same business
day in order to earn dividends for that day.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in any amounts of $100 or more. The Fund may waive the initial minimum
investment for employees of DGC and its affiliates from time to time.

WHAT SHARES COST

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund.

The net asset value is determined at 12:00 noon (Eastern time), 3:00 p.m.
(Eastern time), and 4:00 p.m. (Eastern time), Monday through Friday, except on:
(i) days on which there are not sufficient changes in the value of the Fund's
portfolio securities that its net asset value might be materially affected; (ii)
days during which no shares are tendered for redemption and no orders to
purchase shares are received; or (iii) on the following federal holidays: New
Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day and
Christmas Day.


SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, shareholders may add to their investment on a
regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares. A shareholder may apply for participation in this
program through the Banks.

CERTIFICATES AND CONFIRMATIONS

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

Monthly confirmations are sent to report transactions such as purchases and
redemptions as well as dividends paid during the month.

DIVIDENDS

Dividends are declared daily and paid monthly. Dividends will be reinvested on
payment dates in additional shares of the Fund unless cash payments are
requested by writing to the Fund or the Banks as appropriate. Purchase orders
must be received by the Banks before 11:00 a.m. (Eastern time). Payment is
required before 3:00 p.m. (Eastern time) on the same business day in order to
earn dividends for that day.

CAPITAL GAINS

Capital gains, if any, could result in an increase in dividends. Capital losses,
if any, could result in a decrease in dividends. If for some extraordinary
reason the Fund realizes net long-term or short-term capital gains, it will
distribute them at least once every 12 months.

   
EXCHANGE PRIVILEGE
    
- --------------------------------------------------------------------------------

DG INVESTOR SERIES

All shareholders of the Fund are shareholders of DG Investor Series.
Shareholders in the Fund have easy access to the other portfolios of DG Investor
Series.

EXCHANGING SHARES

   
Shareholders of the Fund may exchange shares of the Fund for shares of the other
funds in DG Investor Series. Prior to any exchange, the shareholder must receive
a copy of the current prospectus of the fund into which an exchange is to be
effected.
    

   
Shares may be exchanged at net asset value, plus the difference between the
Funds' sales charge (if any) already paid and any sales charge of the fund into
which shares are to be exchanged, if higher.
    

When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus an exchange
of such shares for shares of a fund with a sales charge would be at net asset
value.


   
The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, shares submitted for
exchange will be redeemed at the next-determined net asset value. Written
exchange instructions may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short or long-term capital gain or loss may be realized.
The exchange privilege may be terminated at any time. Shareholders will be
notified of the termination of the exchange privilege. A shareholder may obtain
further information on the exchange privilege by calling the Banks. Telephone
exchange instructions may be recorded. If reasonable procedures are not followed
by the Fund, it may be liable for losses due to unauthorized or fraudulent
telephone instructions.
    

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after the Banks
receive the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on Federal holidays when
wire transfers are restricted. Requests for redemption can be made in person or
by telephone.

THROUGH THE BANKS

BY TELEPHONE.  A shareholder who is a customer of one of the Banks may redeem
shares of the Fund by calling Deposit Guaranty National Bank at (800) 748-8500.
For orders received before 11:00 a.m. (Eastern time), proceeds will normally be
wired the same day to the shareholder's account at the Banks or a check will be
sent to the address of record. Those shares will not be entitled to the dividend
declared on the day the redemption request was received. In no event will
proceeds be sent more than seven days after a proper request for redemption has
been received. An authorization form permitting the Fund to accept telephone
requests must first be completed. Authorization forms and information on this
service are available from the Banks. Telephone redemption instructions may be
recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Services Company or the Banks.

If at any time, the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly notified.

CHECKWRITING.  At the shareholder's request, State Street Bank will establish a
checking account for redeeming Fund shares. A fee may be charged for this
service. With a Fund checking account, shares may be redeemed simply by writing
a check. With a Fund checking account, shares may be redeemed simply by writing
a check for $100 or more. The redemption will be made at the net asset value on
the date that State Street Bank presents the check to the Fund. A check may not
be written to close an account. If a shareholder wishes to redeem shares and
have the proceeds available, a check may be


written and negotiated through the shareholder's bank. Checks should never be
sent to State Street Bank to redeem shares. For further information, contact the
Fund.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, and
the amount of dividends paid with respect to Fund shares, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
the Banks.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions.

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

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

VOTING RIGHTS

   
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares of all
classes of each Fund in the Trust have equal voting rights, except that in
matters affecting only a particular Fund or class, only shareholders of that
Fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Trust or Fund's operation and for the
election of Trustees under certain circumstances. As of April 17, 1995 Deposit
Guaranty National Bank, Jackson, Mississippi, acting in various capacities for
numerous accounts, was the owner of record of approximately 110,548,007 shares
(66.8%), and Commercial National Bank, Shreveport, Louisiana, acting in various
capacities for numerous accounts, was the owner of record of approximately
48,729,409 shares (29.5%), and therefore, may, for certain purposes, be deemed
to control the Fund and be able to affect the outcome of certain matters
presented for a vote of shareholders.
    

Trustees may be removed by the shareholders at a special meeting. A special
meeting of the shareholders for this purpose shall be called by the Trustees
upon the written request of shareholders owning at least 10% of all shares of
the Trust entitled to vote.


MASSACHUSETTS PARTNERSHIP LAW

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

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

EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, or distributing
securities in general. Such laws and regulations do not prohibit such a holding
company or bank or non-bank affiliate from acting as investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer. The
Fund's investment adviser, Deposit Guaranty National Bank, is subject to such
banking laws and regulations.

Deposit Guaranty National Bank believes, based on the advice of its counsel,
that it may perform the investment advisory services for the Fund contemplated
by its advisory agreement with the Trust without violating the Glass-Steagall
Act or other applicable banking laws or regulations. Such counsel has pointed
out, however, that changes in either federal or state statutes and regulations
relating to the permissible activities of banks and their subsidiaries or
affiliates, as well as further judicial or administrative decisions or
interpretations of present or future statutes and regulations, could prevent
Deposit Guaranty National Bank from continuing to perform all or a part of the
above services for its customers and/or the Fund. In such event, changes in the
operation of the Fund may occur, including the possible alteration or
termination of any automatic or other Fund share investment and redemption
services then being provided by Deposit Guaranty National Bank, and the Trustees
would consider alternative investment advisers and other means of continuing
available investment services. It is not expected that Fund shareholders would
suffer any adverse financial consequences (if another adviser with equivalent
abilities to Deposit Guaranty National Bank is found) as a result of any of
these occurrences.


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 received. This applies whether dividends
are received in cash or as additional shares. The Fund will provide detailed tax
information for reporting purposes.

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

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

From time to time the Fund advertises its yield and effective yield.

The yield of the Fund represents the annualized rate of income earned on an
investment in the Fund over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

Advertisements and other sales literature may also refer to total return. Total
return represents the change, over a specified period of time, in the value of
an investment in the Fund after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed as
a percentage.

   
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.
    


DG U.S. GOVERNMENT MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS
   
FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                  VALUE
- -----------         ----------------------------------------------------------------   ------------
<C>            <C>  <S>                                                                <C>
U.S. TREASURY OBLIGATIONS--49.1%
- ------------------------------------------------------------------------------------
                    U.S. TREASURY BILLS--38.0%
                    ----------------------------------------------------------------
$ 4,000,000         3/16/1995                                                          $  3,991,333
                    ----------------------------------------------------------------
  4,000,000         3/30/1995                                                             3,982,906
                    ----------------------------------------------------------------
  4,000,000         4/06/1995                                                             3,977,710
                    ----------------------------------------------------------------
  4,000,000         4/27/1995                                                             3,963,963
                    ----------------------------------------------------------------
  4,000,000         5/04/1995                                                             3,958,436
                    ----------------------------------------------------------------
  3,000,000         5/18/1995                                                             2,962,170
                    ----------------------------------------------------------------
  4,000,000         5/25/1995                                                             3,944,939
                    ----------------------------------------------------------------
  4,000,000         6/08/1995                                                             3,936,750
                    ----------------------------------------------------------------
  4,000,000         7/06/1995                                                             3,911,312
                    ----------------------------------------------------------------
  4,000,000         7/13/1995                                                             3,908,136
                    ----------------------------------------------------------------
  4,000,000         7/20/1995                                                             3,903,493
                    ----------------------------------------------------------------
  4,000,000         8/10/1995                                                             3,891,010
                    ----------------------------------------------------------------
  4,000,000         8/17/1995                                                             3,889,681
                    ----------------------------------------------------------------
  4,000,000         8/24/1995                                                             3,880,809
                    ----------------------------------------------------------------
  4,000,000         10/19/1995                                                            3,840,693
                    ----------------------------------------------------------------
  4,000,000         11/16/1995                                                            3,819,444
                    ----------------------------------------------------------------   ------------
                    Total                                                                61,762,785
                    ----------------------------------------------------------------   ------------
                    U.S. TREASURY NOTES--11.1%
                    ----------------------------------------------------------------
  4,000,000         3.875%, 4/30/1995                                                     3,984,318
                    ----------------------------------------------------------------
  3,000,000         8.50%, 5/15/1995                                                      3,016,345
                    ----------------------------------------------------------------
</TABLE>
    


DG U.S. GOVERNMENT MONEY MARKET FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                  VALUE
- -----------         ----------------------------------------------------------------   ------------
<C>            <C>  <S>                                                                <C>
U.S. TREASURY OBLIGATIONS--CONTINUED
- ------------------------------------------------------------------------------------
                    U.S. TREASURY NOTES--CONTINUED
                    ----------------------------------------------------------------
$ 4,000,000         4.125%, 5/31/1995                                                  $  3,981,145
                    ----------------------------------------------------------------
  3,000,000         4.625%, 2/15/1996                                                     2,940,498
                    ----------------------------------------------------------------
  4,000,000         7.875%, 2/15/1996                                                     4,037,057
                    ----------------------------------------------------------------   ------------
                    Total                                                                17,959,363
                    ----------------------------------------------------------------   ------------
                    TOTAL U.S. TREASURY OBLIGATIONS                                      79,722,148
                    ----------------------------------------------------------------   ------------
*REPURCHASE AGREEMENTS--51.2%
- ------------------------------------------------------------------------------------
  6,000,000         Cantor, Fitzgerald Securities Corp., 6.05%, dated 2/28/1995, due
                    3/01/1995                                                             6,000,000
                    ----------------------------------------------------------------
  6,500,000         Daiwa Securities America, Inc., 6.05%, dated 2/28/1995, due
                    3/01/1995                                                             6,500,000
                    ----------------------------------------------------------------
  6,684,506         Eastbridge Capital, Inc., 6.05%, dated 2/28/1995, due 3/01/1995       6,684,506
                    ----------------------------------------------------------------
 24,000,000      ** First Union Corp., 5.92%, dated 2/21/1995, due 3/6/1995              24,000,000
                    ----------------------------------------------------------------
 40,000,000      ** Smith Barney, Inc., 5.93%, dated 2/27/1995, due 3/13/1995            40,000,000
                    ----------------------------------------------------------------   ------------
                    TOTAL REPURCHASE AGREEMENTS                                          83,184,506
                    ----------------------------------------------------------------   ------------
                    TOTAL INVESTMENTS, AT AMORTIZED COST                               $162,906,654+
                    ----------------------------------------------------------------   ------------
</TABLE>
    

   
 * The repurchase agreements are fully collateralized by U.S. Treasury
   obligations based on market prices at the date of the portfolio.
    

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

+ Also represents cost for federal tax purposes.

   
Note: The categories of investments are shown as a percentage of net assets
      ($162,514,706) at February 28, 1995.
    

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


DG U.S. GOVERNMENT MONEY MARKET FUND

STATEMENT OF ASSETS AND LIABILITIES
   
FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                  <C>            <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in repurchase agreements                                 $83,184,506
- ------------------------------------------------------------------
Investments in securities                                             79,722,148
- ------------------------------------------------------------------   -----------
     Total investments in securities, at amortized cost and value                   $162,906,654
- --------------------------------------------------------------------------------
Income receivable                                                                        233,252
- --------------------------------------------------------------------------------
Receivable for shares sold                                                                   365
- --------------------------------------------------------------------------------
Deferred expenses                                                                         33,063
- --------------------------------------------------------------------------------    ------------
     Total assets                                                                    163,173,334
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
Income distribution payable                                              619,456
- ------------------------------------------------------------------
Payable for shares redeemed                                                   99
- ------------------------------------------------------------------
Accrued expenses                                                          39,073
- ------------------------------------------------------------------   -----------
     Total liabilities                                                                   658,628
- --------------------------------------------------------------------------------    ------------
Net Assets for 162,514,706 shares outstanding                                       $162,514,706
- --------------------------------------------------------------------------------    ------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
Net Asset Value Per Share ($162,514,706 / 162,514,706 shares outstanding)                  $1.00
- --------------------------------------------------------------------------------    ------------
</TABLE>
    

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


DG U.S. GOVERNMENT MONEY MARKET FUND

STATEMENT OF OPERATIONS
   
YEAR ENDED FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                     <C>           <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------
Interest                                                                              $7,526,835
- ----------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------
Investment advisory fee                                                 $  837,617
- ---------------------------------------------------------------------
Administrative personnel and services fee                                  210,182
- ---------------------------------------------------------------------
Custodian fees                                                              20,026
- ---------------------------------------------------------------------
Transfer agent and dividend disbursing agent fees and expenses              31,825
- ---------------------------------------------------------------------
Directors'/Trustees' fees                                                    3,510
- ---------------------------------------------------------------------
Auditing fees                                                               12,002
- ---------------------------------------------------------------------
Legal fees                                                                   4,625
- ---------------------------------------------------------------------
Portfolio accounting fees                                                   43,263
- ---------------------------------------------------------------------
Share registration costs                                                    38,518
- ---------------------------------------------------------------------
Printing and postage                                                         8,101
- ---------------------------------------------------------------------
Insurance premiums                                                           7,346
- ---------------------------------------------------------------------
Miscellaneous                                                                8,485
- ---------------------------------------------------------------------   ----------
     Total expenses                                                      1,225,500
- ---------------------------------------------------------------------
Deduct--Waiver of investment advisory fee                                  335,047
- ---------------------------------------------------------------------   ----------
     Net expenses                                                                        890,453
- ----------------------------------------------------------------------------------    ----------
          Net investment income                                                       $6,636,382
- ----------------------------------------------------------------------------------    ----------
</TABLE>
    

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


DG U.S. GOVERNMENT MONEY MARKET FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                          YEAR ENDED
                                                                -------------------------------
                                                                FEBRUARY 28,      FEBRUARY 28,
                                                                    1995              1994
                                                                -------------     -------------
<S>                                                             <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------------
Net investment income                                           $   6,636,382     $   4,342,390
- -------------------------------------------------------------   -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------------
Distributions from net investment income                           (6,636,382)       (4,342,390)
- -------------------------------------------------------------   -------------     -------------
SHARE TRANSACTIONS--
- -------------------------------------------------------------
Proceeds from sale of shares                                      394,768,127       317,109,684
- -------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of distributions declared                                              51,622             4,328
- -------------------------------------------------------------
Cost of shares redeemed                                          (421,619,818)     (316,822,908)
- -------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from share transactions       (26,800,069)          291,104
- -------------------------------------------------------------   -------------     -------------
          Change in net assets                                    (26,800,069)          291,104
- -------------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------------
Beginning of period                                               189,314,775       189,023,671
- -------------------------------------------------------------   -------------     -------------
End of period                                                   $ 162,514,706     $ 189,314,775
- -------------------------------------------------------------   -------------     -------------
</TABLE>
    

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


DG U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

DG Investor Series (the "Fund") is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of six diversified portfolios. The financial statements
included herein present only those of DG U.S. Government Money Market Fund (the
"Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

  INVESTMENT VALUATIONS--The Fund's use of the amortized cost method to value
  its portfolio securities is in accordance with Rule 2a-7 under the Act.

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

  The Fund will only enter into repurchase agreements with banks and other
  recognized financial institutions, such as broker/dealers, which are deemed by
  the Fund's adviser to be creditworthy pursuant to the guidelines and/or
  standards reviewed or established by the Board of Trustees (the "Trustees").

  Risks may arise from the potential inability of counterparties to honor the
  terms of the repurchase agreement. Accordingly, the Fund could receive less
  than the repurchase price on the sale of collateral securities.

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

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


DG U.S GOVERNMENT MONEY MARKET FUND
- --------------------------------------------------------------------------------

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

  DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration
  of its shares in its first fiscal year, excluding the initial expense of
  registering the shares, have been deferred and are being amortized using the
  straight-line method not to exceed a period of five years from the Fund's
  commencement date.

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At
February 28, 1995, capital paid-in aggregated $162,514,706.

Transactions in shares were as follows:

   
<TABLE>
<CAPTION>
                                                                       YEAR ENDED
                                                         --------------------------------------
                                                         FEBRUARY 28, 1995    FEBRUARY 28, 1994
- ------------------------------------------------------   -----------------    -----------------
<S>                                                      <C>                  <C>
Shares sold                                                  394,768,127          317,109,684
- ------------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                            51,622                4,328
- ------------------------------------------------------
Shares redeemed                                             (421,619,818)        (316,822,908)
- ------------------------------------------------------   ---------------      ---------------
  Net change resulting from share transactions               (26,800,069)             291,104
- ------------------------------------------------------   ---------------      ---------------
</TABLE>
    

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Deposit Guaranty National Bank, the Trust's investment
adviser, (the "Adviser"), receives for its services an annual investment
advisory fee equal to .50 of 1% of the Fund's average daily net assets. The
Adviser may voluntarily choose to waive a portion of its fee. The Adviser can
modify or terminate this voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Trust
with certain administrative personnel and services. The FAS fee is based on the
level of average aggregate net assets of the Trust for the period. FAS may
voluntarily choose to waive a portion of its fee.

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


DG U.S GOVERNMENT MONEY MARKET FUND
- --------------------------------------------------------------------------------

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

   
ORGANIZATIONAL EXPENSES--Organizational expenses of $40,903 were initially borne
by FAS. The Fund has agreed to reimburse FAS for the organizational expenses
during the five year period following May 5, 1992 (the date the Fund became
effective). For the year ended February 28, 1995, the Fund paid $4,992 pursuant
to this agreement.
    

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


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

The Board of Trustees and Shareholder

DG INVESTOR SERIES:

   
We have audited the statement of assets and liabilities, including the portfolio
of investments, of the DG U.S. Government Money Market Fund (a portfolio within
DG Investor Series) as of February 28, 1995, and the related statement of
operations for the year then ended, the statements of changes in net assets for
the years ended February 28, 1995 and 1994, and the financial highlights, which
is presented on page 2 of this prospectus, for the years or periods from March
31, 1992 (commencement of operations) to February 28, 1995. These financial
statements and the financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and the financial highlights based on our audits.
    

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

   
In our opinion, the financial statements and the financial highlights referred
to above present fairly, in all material respects, the financial position of the
DG U.S. Government Money Market Fund at February 28, 1995, and the results of
its operations for the year then ended, and the changes in its net assets and
the financial highlights for each of the periods listed above in conformity with
generally accepted accounting principles.
    

                                                           KPMG PEAT MARWICK LLP

Pittsburgh, Pennsylvania
   
April 7, 1995
    


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

   
<TABLE>
<S>             <C>                                          <C>
                DG U.S. Government Money                     Federated Investors Tower
                Market Fund                                  Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Deposit Guaranty National Bank               P.O. Box 23100
                                                             Jackson, Mississippi 39225-3100
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 1713
                Trust Company                                Boston, Massachusetts 02105
- ------------------------------------------------------------------------------------------------
Transfer Agent, Dividend Disbursing Agent, and
                Shareholder Servicing Agent                  Federated Investors Tower
                Federated Services Company                   Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Independent Auditors
                KPMG Peat Marwick LLP                        One Mellon Bank Center
                                                             Pittsburgh, Pennsylvania 15219
- ------------------------------------------------------------------------------------------------
</TABLE>
    


                                         DG
                                         U.S. GOVERNMENT
                                         MONEY MARKET FUND
- --------------------------------------------------------------------------------
                                         PROSPECTUS

                                         A Diversified Portfolio of
                                         DG Investor Series,
                                         an Open-End Management
                                         Investment Company

                                              Deposit Guaranty
                                              National Bank
                                              Jackson, MS
   
                                              Investment Adviser
    

                                         APRIL 30, 1995
- --------------------------------------------------------------------------------
      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      2040203A (4/95)

The shares offered by this prospectus are not deposits or obligations of Deposit
Guaranty National Bank or Commercial National Bank, are not endorsed or
guaranteed by Deposit Guaranty National Bank or Commercial National Bank, and
are not insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other government agency.


DG LIMITED TERM GOVERNMENT INCOME FUND
(A PORTFOLIO OF DG INVESTOR SERIES)
PROSPECTUS

The shares of DG Limited Term Government Income Fund (the "Fund") offered by
this prospectus represent interests in a diversified portfolio of DG Investor
Series (the "Trust"), an open-end, management investment company (a mutual
fund).

The investment objective of the Fund is current income. The Fund pursues its
investment objective by investing primarily in government securities to achieve
current income.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF DEPOSIT
GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL BANK, ARE NOT ENDORSED OR
GUARANTEED BY DEPOSIT GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL 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 dated April 30,
1995, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference in this
prospectus. You may request a copy of the Statement of Additional Information
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling 1-800-530-7377.
    

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

   
Prospectus dated April 30, 1995
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
    Acceptable Investments                                                     4
    Average Portfolio Duration                                                 4
    Corporate Bonds                                                            4
    Mortgage-Backed Securities                                                 4
      Collateralized Mortgage Obligations                                      5
    Asset-Backed Securities                                                    5
    Bank Instruments                                                           5
    Put and Call Options                                                       5
      Risks                                                                    6
    Temporary Investments                                                      6
      Repurchase Agreements                                                    6
   
    Lending of Portfolio Securities                                            7
    
    When-Issued and Delayed
      Delivery Transactions                                                    7
  Investment Limitations                                                       7

   
DG INVESTOR SERIES INFORMATION                                                 8
    
- ------------------------------------------------------

   
  Management of the Trust                                                      8
    
   
    Board of Trustees                                                          8
    
   
    Investment Adviser                                                         8
    
      Advisory Fees                                                            8
      Adviser's Background                                                     8
   
    Sub-Adviser                                                                9
    
   
      Sub-Advisory Fees                                                        9
    
      Sub-Adviser's Background                                                 9
  Distribution of Fund Shares                                                  9
    Distribution Plan                                                          9
    Shareholder Servicing Arrangements                                        10

ADMINISTRATION OF THE FUND                                                    10
- ------------------------------------------------------

    Administrative Services                                                   10
   
    Custodian                                                                 11
    
    Transfer Agent, Dividend Disbursing
   
      Agent, and Shareholder Servicing Agent                                  11
    
   
    Independent Auditors                                                      11
    
   
  Brokerage Transactions                                                      11
    

NET ASSET VALUE                                                               11
- ------------------------------------------------------

INVESTING IN THE FUND                                                         11
- ------------------------------------------------------

  Share Purchases                                                             11
    Through the Banks                                                         11
   
  Minimum Investment Required                                                 12
    
  What Shares Cost                                                            12
    Purchases at Net Asset Value                                              12
    Sales Charge Reallowance                                                  12
   
  Reducing the Sales Charge                                                   13
    
    Quantity Discounts and
      Accumulated Purchases                                                   13
    Letter of Intent                                                          13
    Reinvestment Privilege                                                    13
   
    Purchases with Proceeds from Redemptions
      of Unaffiliated Investment Companies                                    14
    
   
    Concurrent Purchases                                                      14
    
  Systematic Investment Program                                               14
  Certificates and Confirmations                                              14
  Dividends and Distributions                                                 14

   
EXCHANGE PRIVILEGE                                                            14
    
- ------------------------------------------------------

   
  DG Investor Series                                                          14
    
   
  Exchanging Shares                                                           15
    

REDEEMING SHARES                                                              15
- ------------------------------------------------------

   
  Through the Banks                                                           15
    
   
    By Telephone                                                              15
    
    By Mail                                                                   16
    Signatures                                                                16
   
  Systematic Withdrawal Plan                                                  16
    
   
  Accounts With Low Balances                                                  17
    

   
SHAREHOLDER INFORMATION                                                       17
    
- ------------------------------------------------------

  Voting Rights                                                               17
  Massachusetts Partnership Law                                               17

EFFECT OF BANKING LAWS                                                        18
- ------------------------------------------------------

TAX INFORMATION                                                               18
- ------------------------------------------------------

  Federal Income Tax                                                          18

PERFORMANCE INFORMATION                                                       19
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          20
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  29
    
- ------------------------------------------------------

   
ADDRESSES                                                                     30
    
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                                         <C>
                                 SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)..............    2.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)....................................................     None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)....................................................     None
Redemption Fee (as a percentage of amount redeemed, if applicable).......................     None
Exchange Fee.............................................................................     None

                                  ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
Management Fee (after waiver)(1).........................................................    0.40%
12b-1 Fees(2)............................................................................    0.00%
Total Other Expenses.....................................................................    0.29%
    Total Fund Operating Expenses(3).....................................................    0.69%
</TABLE>
    

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

   
(2) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not accrue or pay 12b-1 fees until a separate class of
shares has been created for certain institutional investors. The Fund can pay up
to 0.35% as a 12b-1 fee to the distributor.
    

   
(3) The Total Fund Operating Expenses were 0.63% for the fiscal year ended
February 28, 1995. The Total Fund Operating Expenses in the above table reflect
a reduction in the voluntary waiver of the investment advisory fee for the
fiscal year ending February 29, 1996. The Total Fund Operating Expenses for the
fiscal year ending February 29, 1996, are anticipated to be 0.89% absent the
voluntary waiver of the investment advisory fee.
    

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "DG INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

   
<TABLE>
<CAPTION>
                           EXAMPLE                              1 year    3 years    5 years    10 years
- -------------------------------------------------------------   ------    -------    -------    --------
<S>                                                             <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return, (2) redemption at the end of
each time period, and (3) payment of the maximum sales
  load.......................................................    $ 27       $42        $58        $104
</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 FUND'S FISCAL YEAR ENDING FEBRUARY
29, 1996.
    


DG LIMITED TERM GOVERNMENT INCOME FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Report of KPMG Peat Marwick LLP, Independent Auditors,
on page 29.
    

   
<TABLE>
<CAPTION>
                                                                           YEAR ENDED FEBRUARY 28,
                                                                       -------------------------------
                                                                        1995        1994       1993(A)
                                                                       ------      ------      -------
<S>                                                                    <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                   $ 9.87      $10.07      $10.00
- --------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------
  Net investment income                                                  0.49        0.52        0.36
- --------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                (0.23)      (0.17)       0.07
- --------------------------------------------------------------------   ------      ------       -----
  Total from investment operations                                       0.26        0.35        0.43
- --------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------
  Distributions from net investment income                              (0.48)      (0.52)      (0.36)
- --------------------------------------------------------------------
  Distributions from net realized gain on investment transactions          --       (0.03)         --
- --------------------------------------------------------------------   ------      ------      ------
  Total distributions                                                   (0.48)      (0.55)      (0.36)
- --------------------------------------------------------------------   ------      ------       -----
NET ASSET VALUE, END OF PERIOD                                         $ 9.65      $ 9.87      $10.07
- --------------------------------------------------------------------   ------      ------       -----
TOTAL RETURN(B)                                                          2.72%       3.52%       4.43%
- --------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------
  Expenses                                                               0.63%       0.59%       0.50%(c)
- --------------------------------------------------------------------
  Net investment income                                                  5.00%       5.21%       6.25%(c)
- --------------------------------------------------------------------
  Expense waiver/reimbursement(d)                                        0.25%       0.29%       0.42%(c)
- --------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------
  Net assets, end of period (000 omitted)                              $96,216     $116,660    $99,921
- --------------------------------------------------------------------
  Portfolio turnover                                                       14%         76%         18%
- --------------------------------------------------------------------
</TABLE>
    

   
(a) Reflects operations for the period from August 3, 1992 (date of initial
    public investment) to February 28, 1993.
    

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

   
(c) Computed on an annualized basis.
    

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

   
Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended February 28, 1995, which can be obtained
free of charge.
    

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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated February 7, 1992. 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.

Shares of the Fund are designed for retail and trust customers of Deposit
Guaranty National Bank and Commercial National Bank and its affiliates as a
convenient means of participating in a professionally managed, diversified
portfolio consisting primarily of government securities. A minimum initial
investment of $1,000 is required.

Fund shares are sold at net asset value plus an applicable sales charge and are
redeemed at net asset value.

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income, the weighted-average
duration of which will at all times be limited to between one and six years. The
investment objective cannot be changed without approval of shareholders. While
there is no assurance that the Fund will achieve its investment objective, it
endeavors to do so by following the investment policies described in this
prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in securities
which are guaranteed as to payment of principal and interest by the U.S.
government or U.S. government agencies or instrumentalities. The Fund may also
invest in corporate bonds, asset-backed securities and bank instruments. Under
normal circumstances, the Fund will invest at least 65% of the value of its
total assets in U.S. government securities.

The net asset value of the Fund is expected to fluctuate with changes in
interest rates and bond market conditions, although this fluctuation should be
more moderate than that of a fund with a longer average portfolio maturity. The
adviser, however, will attempt to minimize principal fluctuation through, among
other things, diversification, careful credit analysis and security selection,
and adjustments of the Fund's average portfolio maturity. In periods of rising
interest rates and falling bond prices, the adviser may shorten the Fund's
average duration to minimize the effect of declining bond values on the Fund's
net asset value. Conversely, during times of falling interest rates and rising
prices a longer average maturity to seven years may be sought.

Unless indicated otherwise, the investment policies may be changed by the Board
of Trustees ("Trustees") without the approval of shareholders. Shareholders will
be notified before any material change in these investment policies becomes
effective.


ACCEPTABLE INVESTMENTS. The U.S. government securities in which the Fund will
invest include:

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

   
     - notes, bonds, and discount notes issued by the Federal Home Loan Banks;
       Government National Mortgage Association; Farm Credit System, including
       the National Bank for Cooperatives, Farm Credit Banks, and Banks for
       Cooperatives; Tennessee Valley Authority; Export-Import Bank of the
       United States; Commodity Credit Corporation; Federal Financing Bank;
       Student Loan Marketing Association; Federal Home Loan Mortgage
       Corporation; or National Credit Union Administration.
    

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and credit of the U.S. Treasury. No
assurance can be given that the U.S. government will provide financial support
to other agencies or instrumentalities, since it is not obligated to do so.
These instrumentalities are supported by:

     - the issuer's right to borrow an amount limited to a specific line of
       credit from the U.S. Treasury;

     - discretionary authority of the U.S. government to purchase certain
       obligations of an agency or instrumentality; or

     - the credit of the agency or instrumentality.

   
AVERAGE PORTFOLIO DURATION. Although the Fund will not maintain a stable net
asset value, the adviser will seek to limit, to the extent consistent with the
Fund's investment objective of current income, the magnitude of fluctuations in
the Fund's net asset value by limiting the dollar-weighted average duration of
the Fund's portfolio. Although the Fund's dollar-weighted average duration will
not exceed six years, the weighted average maturity of the Fund's portfolio
could be longer than six years. Generally, the duration of a security is shorter
than the maturity of a security. A typical security makes coupon payments prior
to its maturity date and duration takes into account the timing of a security's
cash flow. Duration is a commonly used measure of the potential volatility of
the price of a debt security, or the aggregate market value of a portfolio of
debt securities, prior to maturity. Securities with shorter durations generally
have less volatile prices than securities of comparable quality with longer
durations. The Fund should be expected to maintain a higher average duration
during periods of falling interest rates, and a lower average duration during
periods of rising interest rates. The prices of fixed income securities
fluctuate inversely to the direction of interest rates.
    

   
CORPORATE BONDS. The Fund may invest in issues of corporate debt obligations
which are rated in one of the three highest categories by a nationally
recognized statistical rating organization (rated Aaa, Aa, or A by Moody's
Investors Service, Inc. ("Moody's"); AAA, AA, or A by Standard & Poor's Ratings
Group ("Standard & Poor's") or by Fitch Investors Service, Inc. ("Fitch"), or
which are of comparable quality in the judgment of the adviser).
    

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans on real property. There are currently three basic
types of mortgage-backed securities: (i) those issued or guaranteed by the U.S.
government or one of its agencies or instrumentalities, such as the Government
National Mortgage Association ("Ginnie Mae"), the Federal National Mortgage
Association ("Fannie Mae")


and the Federal Home Loan Mortgage Corporation ("Freddie Mac"); (ii) those
issued by private issuers that represent an interest in or are collateralized by
mortgage-backed securities issued or guaranteed by the U.S. government or one of
its agencies or instrumentalities; and (iii) those issued by private issuers
that represent an interest in or are collateralized by whole loans or
mortgage-backed securities without a government guarantee but usually having
some form of private credit enhancement.

     COLLATERALIZED MORTGAGE OBLIGATIONS. Collateralized mortgage obligations
     ("CMOs") are debt obligations collateralized by mortgage loans or mortgage
     pass-through securities. Typically, CMOs are collateralized by Ginnie Mae,
     Fannie Mae or Freddie Mac Certificates, but may be collateralized by whole
     loans or private pass-through securities.

     The Fund will only invest in CMOs which are rated AAA by a nationally
     recognized rating agency, and which may be: (a) collateralized by pools of
     mortgages in which each mortgage is guaranteed as to payment of principal
     and interest by an agency or instrumentality of the U.S. government; (b)
     collateralized by pools of mortgages in which payment of principal and
     interest is guaranteed by the issuer and such guarantee is collateralized
     by U.S. government securities; or (c) securities in which the proceeds of
     the issuance are invested in mortgage securities and payment of the
     principal and interest are supported by the credit of an agency or
     instrumentality of the U.S. government.

ASSET-BACKED SECURITIES. Asset-backed securities have structural characteristics
similar to mortgage-backed securities but have underlying assets that are not
mortgage loans or interests in mortgage loans. The Fund may invest in
asset-backed securities rated A or higher by a nationally recognized rating
agency. The collateral for such securities will consist of motor vehicle
installment purchase obligations and credit card receivables. These securities
may be in the form of pass-through instruments or asset-backed bonds. The
securities are issued by non-governmental entities and carry no direct or
indirect government guarantee.

BANK INSTRUMENTS. The Fund only invests in bank instruments issued by an
institution having capital, surplus and undivided profits over $100 million, or
insured by the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").

PUT AND CALL OPTIONS. The Fund may purchase put options on financial futures
contracts and put options on portfolio securities. Financial futures may include
index futures. These options will be used as a hedge to attempt to protect
securities which the Fund holds against decreases in value. For the immediate
future, the Fund will enter into futures contracts directly only when it desires
to exercise a financial futures put option in its portfolio rather than either
closing out the option or allowing it to expire. The Fund will only purchase
puts on financial futures contracts which are traded on a recognized exchange.

The Fund will generally purchase over-the-counter put options on portfolio
securities in negotiated transactions with the writers of the options on the
portfolio securities held by the Fund which are typically not traded on an
exchange. The Fund purchases options only from investment dealers and other
financial associations (such as commercial banks or savings and loan
institutions) deemed creditworthy by the Fund's adviser.


Over-the-counter put options are two party contracts with price and terms
negotiated between buyer and seller. In contrast, exchange traded options are
third-party contracts with standardized strike prices and expiration dates and
are purchased from a clearing corporation. Exchange traded options have a
continuous liquid market, while over-the-counter options may not.

The Fund may also write call options on all or any portion of its portfolio to
generate income for the Fund. The Fund will write call options on securities
either held in its portfolio or which it has the right to obtain without payment
of further consideration or for which it has segregated cash in the amount of
any additional consideration. The call options which the Fund writes and sells
must be listed on a recognized options exchange. Although the Fund reserves the
right to write covered call options on its entire portfolio, it will not write
such options on more than 25% of its total assets unless a higher limit is
authorized by its Trustees.

The Fund may attempt to hedge the portfolio by entering into financial futures
contracts and to write calls on financial futures contracts. The Fund will
notify shareholders before it begins engaging in these transactions.

     RISKS. When the Fund writes a call option, the Fund risks not participating
     in any rise in the value of the underlying security. In addition, when the
     Fund purchases puts on financial futures contracts to protect against
     declines in prices of portfolio securities, there is a risk that the prices
     of the securities subject to the futures contracts may not correlate
     perfectly with the prices of the securities in the Fund's portfolio. This
     may cause the futures contract and its corresponding put to react
     differently than the portfolio securities to market changes. In addition,
     the Fund's investment adviser could be incorrect in its expectations about
     the direction or extent of market factors such as interest rate movements.
     In such an event, the Fund may lose the purchase price of the put option.
     Finally, it is not certain that a secondary market for options will exist
     at all times. Although the investment adviser will consider liquidity
     before entering into options transactions, there is no assurance that a
     liquid secondary market on an exchange will exist for any particular option
     at any particular time. The Fund's ability to establish and close out
     option positions depends on this secondary market.

TEMPORARY INVESTMENTS. For defensive purposes only, the Fund may invest
temporarily in cash and cash items during times of unusual market conditions and
to maintain liquidity. Cash items may include short-term obligations such as:

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

     - repurchase agreements; and

     - commercial paper rated A-1 or A-2 by Standard & Poor's, Prime-1 or
       Prime-2 by Moody's or F-1 or F-2 by Fitch.

     REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in which
     banks, broker/ dealers, and other recognized financial institutions sell
     U.S. government 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 seller does not repurchase the securities from the Fund, the Fund
     could receive less than the repurchase price on any sale of such
     securities.


LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both,
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 adviser has determined are creditworthy under guidelines
established by the Trustees, and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the securities
loaned at all times.

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

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

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

   
INVESTMENT LIMITATIONS
    

The Fund will not:

     - borrow money directly or through reverse repurchase agreements
       (arrangements in which the Fund sells a portfolio instrument for a
       percentage of its cash value with an arrangement to buy it back on a set
       date) or pledge securities except, under certain circumstances, the Fund
       may, borrow up to one-third of the value of its total assets and pledge
       up to 15% of the value of those assets to secure such borrowings.

The above investment limitation 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 investment limitation becomes effective.

The Fund will not:

     - invest more than 15% of the value of its net assets in illiquid
       securities, including repurchase agreements providing for settlement in
       more than seven days after notice, over-the-counter options and certain
       restricted securities not determined by the Trustees to be liquid.


DG INVESTOR SERIES INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees are
responsible for managing the Trust's business affairs and for exercising all 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.

INVESTMENT ADVISER. Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Deposit Guaranty National Bank,
the Fund's investment adviser (the "Adviser"), subject to direction by the
Trustees. The Adviser, in consultation with the sub-adviser, continually
conducts investment research and supervision for the Fund and is responsible for
the purchase and sale of portfolio instruments.

     ADVISORY FEES. The Fund's Adviser receives an annual investment advisory
     fee equal to .60 of 1% of the Fund's average daily net assets. The
     investment advisory contract provides for the voluntary reimbursement of
     expenses by the Adviser to the extent any Fund expenses exceed such lower
     expense limitation as the Adviser may, by notice to the Fund, voluntarily
     declare to be effective. The Adviser can terminate this voluntary
     reimbursement of expenses at any time at its sole discretion. The Adviser
     has undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

     ADVISER'S BACKGROUND. Deposit Guaranty National Bank, a national banking
     association formed in 1925, is a subsidiary of Deposit Guaranty Corp
     ("DGC"). Through its subsidiaries and affiliates, DGC offers a full range
     of financial services to the public including commercial lending,
     depository services, cash management, brokerage services, retail banking,
     mortgage banking, investment advisory services and trust services.

   
     As of December 31, 1994, the Trust Division of Deposit Guaranty National
     Bank had approximately $9.1 billion under administration, of which it had
     investment discretion over $1.4 billion. Deposit Guaranty National Bank has
     served as the Trust's investment adviser since May 5, 1992.
    

     As part of their regular banking operations, Deposit Guaranty National Bank
     and Commercial National Bank, the Fund's sub-adviser, may make loans to
     public companies. Thus, it may be possible, from time to time, for the Fund
     to hold or acquire the securities of issuers which are also lending clients
     of Deposit Guaranty National Bank or Commercial National Bank. The lending
     relationships will not be a factor in the selection of securities.

     John Mark McKenzie has been with Deposit Guaranty National Bank for ten
     years and is a Vice President and Trust Investment Officer. Previously, Mr.
     McKenzie was associated with a Jackson bank as a trust officer. He received
     a B.B.A. in Banking and Finance from the University of Mississippi. He is a
     member of the Mississippi Chapter of the Memphis Society of Financial
     Analysts, and is a member of the Mississippi State and Hinds County Bar
     Association. Mr. McKenzie has managed the DG Limited Term Government Income
     Fund since August 1, 1992 (the inception of the Fund).


SUB-ADVISER. Under the terms of a sub-advisory agreement between Deposit
Guaranty National Bank and Commercial National Bank (the "Sub-Adviser"), the
Sub-Adviser will furnish to the Adviser such investment advice, statistical and
other factual information as may be requested by Adviser. The portfolio managers
from the Trust Divisions of Deposit Guaranty National Bank and Commercial
National Bank will form an investment committee (the "DG Asset Management
Group") to discuss investment strategies and evaluate securities and the
economic outlook.

     SUB-ADVISORY FEES. For its services under the sub-advisory agreement, the
     Sub-Adviser receives an annual fee from the Adviser equal to 0.25 of 1% of
     the average daily net assets of the Fund. The sub-advisory fee is accrued
     daily and paid monthly. In the event that the fee due from the Trust to the
     Adviser on behalf of the Fund is reduced in order to meet expense
     limitations imposed on the Fund by state securities laws and regulations,
     the sub-advisory fee will be reduced by one-half of said reduction in the
     fee due from the Trust to the Adviser on behalf of the Fund.
     Notwithstanding any other provision in the sub-advisory agreement, the
     Sub-Adviser may, from time to time and for such periods as it deems
     appropriate, reduce its compensation (and, if appropriate, assume expenses
     of the Fund or class of the Fund) to the extent that the Fund's expenses
     exceed such lower expense limitation as the Sub-Adviser may, by notice to
     the Trust on behalf of the Fund, voluntarily declare to be effective.

   
     SUB-ADVISER'S BACKGROUND. Commercial National Bank, a national banking
     association which received its charter in 1886, is a subsidiary of DGC. As
     of December 31, 1994, the Trust Division at Commercial National Bank had
     approximately $1.2 billion in trust assets under administration, of which
     it had investment discretion over $856 million. Commercial National Bank
     has served as sub-adviser to DG Equity Fund, DG Government Income Fund, and
     the Fund since July 20, 1992, DG Municipal Income Fund since December 12,
     1992, and DG Opportunity Fund since May 25, 1994 each a portfolio of the
     Trust.
    

DISTRIBUTION OF FUND 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. Under a distribution plan adopted in accordance with the
Investment Company Act Rule 12b-1 (the "Plan"), the Fund will pay to the
distributor an amount computed at an annual rate of .35 of 1% of the average
daily net asset value of the Fund to finance any activity which is principally
intended to result in the sale of shares subject to the Plan.

The distributor may from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the shares exceed such lower expense limitation as
the distributor may, by notice to the Trust, voluntarily declare to be
effective.

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide distribution and/or administrative services as agents for their
clients or customers. Administrative services may include, but are not limited
to, the following functions: 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; assisting clients in changing dividend
options, account designations, and addresses; and providing such other services
as may reasonably be requested.

The distributor will pay financial institutions a fee based upon shares subject
to the Plan and 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 distributor.

The Fund's Plan is a compensation type plan. As such, the Fund pays the
distributor the fee described above as opposed to reimbursing the distributor
for actual expenses incurred. Therefore, the Fund does not pay for amounts
expended by the distributor in excess of amounts received by it from the Fund,
which may include 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.

   
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustees will consider appropriate changes in the services.
    

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

SHAREHOLDER SERVICING ARRANGEMENTS. The distributor may pay financial
institutions a fee with respect to the average net asset value of shares held by
their customers for providing administrative services. This fee, if paid, will
be reimbursed by the Adviser and not the Fund.

ADMINISTRATION OF THE FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE SERVICES. Federated Administrative Services, which is a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
shareholder servicing and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
       MAXIMUM                    AVERAGE AGGREGATE DAILY
 ADMINISTRATIVE FEE               NET ASSETS OF THE TRUST
- ---------------------        ---------------------------------
<S>                          <C>
     .150 of 1%                  on the first $250 million
     .125 of 1%                  on the next $250 million
     .100 of 1%                  on the next $250 million
                                on assets in excess of $750
     .075 of 1%                           million
</TABLE>

The administrative fee received during any fiscal year shall aggregate at least
$100,000 per Fund. Federated Administrative Services may choose voluntarily to
reimburse a portion of its fee at any time.


CUSTODIAN. State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER SERVICING AGENT.
Federated Services Company, Pittsburgh, Pennsylvania, is transfer agent for the
shares of the Fund, dividend disbursing agent for the Fund, and shareholder
servicing agent for the Fund.

   
INDEPENDENT AUDITORS. The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.
    

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally 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 Adviser 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 Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Trustees.

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

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. Fund shares may be ordered by
telephone through procedures established with Commercial National Bank, and
Deposit Guaranty National Bank (collectively, the "Banks") in connection with
qualified account relationships. Such procedures may include arrangements under
which certain accounts are swept periodically and amounts exceeding an
agreed-upon minimum are invested automatically in Fund shares. Texas residents
must purchase shares of the Fund through Federated Securities Corp. at
1-800-356-2805. The Fund reserves the right to reject any purchase request.

THROUGH THE BANKS. To place an order to purchase Fund shares, open an account by
calling Deposit Guaranty National Bank at (800)748-8500 or Commercial National
Bank at (800)274-1907. Information needed to establish the account will be taken
over the telephone.

Payment may be made by either check, federal funds or by debiting a customer's
account at the Banks. Purchase orders must be received by 4:00 p.m. (Eastern
time). Payment is required before 4:00 p.m. on the next business day in order to
earn dividends for that day.


MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in any amounts of $100 or more. The Fund may waive the initial minimum
investment for employees of DGC and its affiliates from time to time.

WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received, plus a sales charge as follows:

<TABLE>
<CAPTION>
                                                    SALES CHARGE AS           SALES CHARGE AS
                                                    A PERCENTAGE OF           A PERCENTAGE OF
            AMOUNT OF TRANSACTION                PUBLIC OFFERING PRICE      NET AMOUNT INVESTED
- ----------------------------------------------   ----------------------     -------------------
<S>                                              <C>                        <C>
Less than $100,000............................            2.00%                    2.04%
$100,000 but less than $250,000...............            1.75%                    1.78%
$250,000 but less than $500,000...............            1.50%                    1.52%
$500,000 but less than $750,000...............            1.25%                    1.27%
$750,000 but less than $1 million.............            1.00%                    1.01%
$1 million but less than $2 million...........            0.50%                    0.50%
$2 million or more............................            0.25%                    0.25%
</TABLE>

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) the following
holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving Day and Christmas Day.

   
PURCHASES AT NET ASSET VALUE.  Shares of the Fund may be purchased at net asset
value, without a sales charge by: the Trust Division of the Banks for funds
which are held in a fiduciary, agency, custodial or similar capacity; non-trust
customers of financial advisers; Trustees and employees of the Fund, the Banks
or Federated Securities Corp. or their affiliates and their spouses and children
under 21; current and retired directors of the Banks; or any bank or investment
dealer who has a sales agreement with Federated Securities Corp. with regard to
the Fund.
    

   
SALES CHARGE REALLOWANCE.  For sales of shares of the Fund, the Banks or any
authorized dealer will normally receive up to 100% of the applicable sales
charge. Any portion of the sales charge which is not paid to the Banks or
authorized dealers will be retained by the distributor. The distributor will,
periodically, uniformly offer to pay cash or promotional incentives in the form
of trips to sales seminars at luxury resorts, tickets or other items to all
dealers selling shares of the Fund. Such payments will be predicated upon the
amount of shares of the Fund that are sold by the dealer.
    

The sales charge for shares sold other than through the Banks or registered
broker/dealers will be retained by the distributor. The distributor may pay fees
to the Banks out of the sales charge in exchange for sales and/or administrative
services performed on behalf of the Banks' customers in connection with the
initiation of customer accounts and purchases of Fund shares.


REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Fund shares through;

     - quantity discounts and accumulated purchases;

     - signing a 13-month letter of intent;

     - using the reinvestment privilege; or

     - concurrent purchases.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES. As shown in the table above,
larger purchases reduce the sales charge paid. The Fund will combine purchases
made on the same day by the investor, his spouse, and his children under age 21
when it calculates the sales charge. In addition, the sales charge, if
applicable, is reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.

If an additional purchase of Fund shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$90,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 1.75%, not 2.00%.

To receive the sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the purchase
is made that Fund shares are already owned or that purchases are being combined.
The Fund will reduce the sales charge after it confirms the purchases.

LETTER OF INTENT. If a shareholder intends to purchase at least $100,000 of
shares in the funds in the Trust over the next 13 months, the sales charge may
be reduced by signing a letter of intent to that effect. This letter includes a
provision for a sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the custodian to hold
2.00% of the total amount intended to be purchased in escrow (in shares) until
such purchase is completed.

The 2.00% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent is
not purchased. In this event, an appropriate number of escrowed shares may be
redeemed in order to realize the difference in the sales charge.

   
This letter of intent will not obligate the shareholder to purchase shares, but
if he does, each purchase during the period will be at the sales charge
applicable to the total amount intended to be purchased. The current balance in
the shareholder's account will provide a purchase credit towards fulfillment of
the letter of intent.
    

   
REINVESTMENT PRIVILEGE. If shares in the Fund have been redeemed, the
shareholder has a one-time right, within 30 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge.
Federated Securities Corp. must be notified by the shareholder in writing or by
the Banks of the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his shares in the Fund, there may be tax consequences.
    

   
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
Investors may purchase Shares at net asset value, without a sales charge, with
the proceeds from the redemption of shares of an investment company which was
sold with a sales charge or commission and was not distributed by Federated
Securities Corp. The purchase must be made within 60 days of the redemption, and
Federated Securities Corp. must be notified by the investor in writing, or by
his financial institution, at the time the purchase is made.
    

CONCURRENT PURCHASES. For purposes of qualifying for a sales charge reduction, a
shareholder has the privilege of combining concurrent purchases of two or more
funds in the Trust, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $30,000 in one of the other
funds in the Trust with a sales charge and $70,000 in this Fund, the sales
charge would be reduced.

To receive this sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the
concurrent purchases are made. The Fund will reduce the sales charge after it
confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, shareholders may add to their investment on a
regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares. A shareholder may apply for participation in this
program through the Banks.

CERTIFICATES AND CONFIRMATIONS

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

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

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and paid monthly. Distribution of any realized long-term
capital gains will be made at least once every twelve months. Dividends are
automatically reinvested in additional shares of the Fund on payment dates at
the ex-dividend date net asset value without a sales charge, unless cash
payments are requested by writing to the Fund or the Banks as appropriate.

   
EXCHANGE PRIVILEGE
    
- --------------------------------------------------------------------------------

DG INVESTOR SERIES

All shareholders of the Fund are shareholders of DG Investor Series.
Shareholders in the Fund have easy access to the other portfolios of DG Investor
Series.


EXCHANGING SHARES

   
Shareholders of the Fund may exchange shares of the Fund for shares of the other
funds in DG Investor Series. Prior to any exchange, the shareholder must receive
a copy of the current prospectus of the fund into which an exchange is to be
effected.
    

   
Shares may be exchanged at net asset value, plus the difference between the
Funds' sales charge (if any) already paid and any sales charge of the fund into
which shares are to be exchanged, if higher.
    

   
When an exchange is made from a fund with a sales charge to a fund with sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus an exchange
of such shares for shares of a fund with a sales charge would be at net asset
value.
    

   
The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, shares submitted for
exchange will be redeemed at the next-determined net asset value. Written
exchange instruction may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short or long-term capital gain or loss may be realized.
The exchange privilege may be terminated at any time. Shareholders will be
notified of the termination of the exchange privilege. A shareholder may obtain
further information on the exchange privilege by calling the Banks.
    

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after the Banks
receive the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on Federal holidays when
wire transfers are restricted. Requests for redemption can be made by telephone
or by mail.

THROUGH THE BANKS

BY TELEPHONE.  A shareholder who is a customer of one of the Banks may redeem
shares of the Fund by calling Deposit Guaranty National Bank at (800) 748-8500
or Commercial National Bank at (800) 274-1907. For orders received before 4:00
p.m. (Eastern time), proceeds will normally be wired the next day to the
shareholder's account at the Banks or a check will be sent to the address of
record. In no event will proceeds be sent more than seven days after a proper
request for redemption has been received. An authorization form permitting the
Fund to accept telephone requests must first be completed. Authorization forms
and information on this service are available from the Banks. Telephone
redemption instructions may be recorded.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Services Company or the Banks.


If at any time, the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly notified.

If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

BY MAIL.  Any shareholder may redeem Fund shares by sending a written request to
the Banks. The written request should include the shareholder's name, the Fund
name, the account number, and the share or dollar amount requested, and should
be signed exactly as the shares are registered. If share certificates have been
issued, they must be properly endorsed and should be sent by registered or
certified mail with the written request. Shareholders should call the Banks for
assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than on record with the
Fund, or a redemption payable other than to the shareholder of record must have
signatures on written redemption requests guaranteed by:

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

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

     - a savings bank or savings and loan association whose deposits are insured
       by SAIF, which is administered by the FDIC; or

     - any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and Federated Services Company have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Fund and Federated Services Company
reserve the right to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, and
the amount of dividends paid with respect to Fund shares, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
the Banks. Due to the fact that shares are sold with a sales charge, it is not
advisable for shareholders to be purchasing shares of the Fund while
participating in this program.


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.

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

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

VOTING RIGHTS

   
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares of all
classes of each Fund in the Trust have equal voting rights, except that in
matters affecting only a particular Fund or class, only shareholders of that
Fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Trust or Fund's operation and for the
election of Trustees under certain circumstances. As of April 17, 1995, Deposit
Guaranty National Bank, Jackson, Mississippi, acting in various capacities for
numerous accounts, was the owner of record of approximately 7,583,682 shares
(76.1%), and therefore, may, for certain purposes, be deemed to control the Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.
    

Trustees may be removed by the shareholders at a special meeting. A special
meeting of the shareholders for this purpose shall be called by the Trustees
upon the written request of shareholders owning at least 10% of all shares of
the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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

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


EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, or distributing
securities in general. Such laws and regulations do not prohibit such a holding
company or bank or non-bank affiliate from acting as investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer. The
Fund's Adviser and Sub-Adviser, Deposit Guaranty National Bank and Commercial
National Bank, respectively, are subject to such banking laws and regulations.

The Banks believe, based on the advice of counsel, that they may perform the
investment advisory services for the Fund contemplated by the advisory agreement
with the Trust and the sub-advisory agreement between the Banks without
violating the Glass-Steagall Act or other applicable banking laws or
regulations. Such counsel has pointed out, however, that changes in either
federal or state statutes and regulations relating to the permissible activities
of banks and their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of present or future statutes and
regulations, could prevent the Banks from continuing to perform all or a part of
the above services for their customers and/or the Fund. In such event, changes
in the operation of the Fund may occur, including the possible alteration or
termination of any automatic or other Fund share investment and redemption
services then being provided by the Banks, and the Trustees would consider
alternative investment advisers and other means of continuing available
investment services. It is not expected that Fund shareholders would suffer any
adverse financial consequences (if another adviser and/or sub-adviser with
equivalent abilities to Deposit Guaranty National Bank and Commercial National
Bank are found) as a result of any of these occurrences.

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 received. This applies whether dividends
are received in cash or as additional shares. The Fund will provide detailed tax
information for reporting purposes.

Shareholders are urged to consult their own tax advisers regarding the status of
their account 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 gains
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 maximum 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.

The performance information reflects the effect of the maximum sales load which,
if excluded, would increase the total return and yield.

   
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.
    


DG LIMITED TERM GOVERNMENT INCOME FUND

PORTFOLIO OF INVESTMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                    VALUE
- -----------         ------------------------------------------------------------------   -----------
<C>            <C>  <S>                                                                  <C>
CORPORATE BONDS--23.4%
- --------------------------------------------------------------------------------------
                    BANKING--2.8%
                    ------------------------------------------------------------------
$ 1,200,000         Bankers Trust New York Corp., 4.70%, 7/1/1996                        $ 1,165,104
                    ------------------------------------------------------------------
  1,500,000         NationsBank Corp., 5.375%, 12/1/1995                                   1,486,815
                    ------------------------------------------------------------------   -----------
                    Total                                                                  2,651,919
                    ------------------------------------------------------------------   -----------
                    BUSINESS EQUIPMENT & SERVICES--1.0%
                    ------------------------------------------------------------------
  1,000,000         International Business Machines Corp., 6.375%, 11/1/1997                 977,500
                    ------------------------------------------------------------------   -----------
                    CAPITAL GOODS--1.6%
                    ------------------------------------------------------------------
  1,500,000         General Electric Capital Corp., 5.25%, 11/15/1995                      1,486,485
                    ------------------------------------------------------------------   -----------
                    CONSUMER NON-DURABLES--3.0%
                    ------------------------------------------------------------------
  1,447,000         Kellogg Co., 5.90%, 7/15/1997                                          1,406,831
                    ------------------------------------------------------------------
    723,000         PepsiCo, Inc., 5.625%, 7/1/1995                                          722,046
                    ------------------------------------------------------------------
    725,000         Philip Morris Cos., Inc., 7.50%, 3/15/1997                               726,921
                    ------------------------------------------------------------------   -----------
                    Total                                                                  2,855,798
                    ------------------------------------------------------------------   -----------
                    FINANCIAL SERVICES--4.5%
                    ------------------------------------------------------------------
    905,000         American General Finance Corp., 7.15%, 5/15/1997                         903,461
                    ------------------------------------------------------------------
  1,500,000         Ford Motor Credit Corp., 5.625%, 3/3/1997                              1,455,660
                    ------------------------------------------------------------------
    306,000         ITT Financial Corp., 7.25%, 5/15/1997                                    303,962
                    ------------------------------------------------------------------
  1,000,000         Norwest Financial, Inc., 6.25%, 2/15/1997                                984,280
                    ------------------------------------------------------------------
    723,000         Toyota Motor Credit Corp., 5.75%, 6/15/1995                              721,822
                    ------------------------------------------------------------------   -----------
                    Total                                                                  4,369,185
                    ------------------------------------------------------------------   -----------
                    HEALTH CARE--1.2%
                    ------------------------------------------------------------------
  1,250,000         Upjohn Co., 5.875%, 4/15/2000                                          1,159,250
                    ------------------------------------------------------------------   -----------
                    PHARMACEUTICALS--1.1%
                    ------------------------------------------------------------------
  1,000,000         American Home Products, 7.70%, 2/15/2000                               1,008,550
                    ------------------------------------------------------------------   -----------
</TABLE>
    


DG LIMITED TERM GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                    VALUE
- -----------         ------------------------------------------------------------------   -----------
<C>            <C>  <S>                                                                  <C>
CORPORATE BONDS--CONTINUED
- --------------------------------------------------------------------------------------
                    POLLUTION CONTROL--0.7%
                    ------------------------------------------------------------------
$   723,000         Waste Management, Inc., 6.375%, 7/1/1997                             $   710,456
                    ------------------------------------------------------------------   -----------
                    PUBLISHING--1.0%
                    ------------------------------------------------------------------
  1,000,000         Gannett, Inc., 5.25%, 3/1/1998                                           945,850
                    ------------------------------------------------------------------   -----------
                    RETAIL--1.1%
                    ------------------------------------------------------------------
  1,136,000         Wal-Mart Stores Inc., 5.50%, 9/15/1997                                 1,094,104
                    ------------------------------------------------------------------   -----------
                    UTILITIES--5.4%
                    ------------------------------------------------------------------
  1,000,000         GTE California, Inc., 6.25%, 1/15/1998                                   971,600
                    ------------------------------------------------------------------
  1,000,000         New England Telephone & Telegraph Co., 6.25%, 12/15/1997                 974,040
                    ------------------------------------------------------------------
  1,500,000         Northern States Power Co., 5.50%, 2/1/1999                             1,403,145
                    ------------------------------------------------------------------
  1,000,000         Pacific Gas & Electric Co., 5.375%, 8/1/1998                             938,350
                    ------------------------------------------------------------------
  1,000,000         Southern California Edison Co., 5.60%, 12/15/1998                        937,690
                    ------------------------------------------------------------------   -----------
                    Total                                                                  5,224,825
                    ------------------------------------------------------------------   -----------
                    TOTAL CORPORATE BONDS (IDENTIFIED COST, $23,003,111)                  22,483,922
                    ------------------------------------------------------------------   -----------
GOVERNMENT AGENCIES--1.6%
- --------------------------------------------------------------------------------------
  1,500,000         Federal Home Loan Mortgage Corp., 6.50%, 6/15/1999
                    (IDENTIFIED COST, $1,511,250)                                          1,501,830
                    ------------------------------------------------------------------   -----------
U.S. TREASURY NOTES--63.9%
- --------------------------------------------------------------------------------------
  9,000,000         3.875%, 3/31/1995                                                      8,991,810
                    ------------------------------------------------------------------
  5,000,000         4.125%, 6/30/1995                                                      4,971,850
                    ------------------------------------------------------------------
  3,000,000         4.25%, 7/31/1995                                                       2,977,500
                    ------------------------------------------------------------------
  9,000,000         5.125%, 3/31/1998                                                      8,554,860
                    ------------------------------------------------------------------
  4,000,000         5.75%, 10/31/1997                                                      3,891,120
                    ------------------------------------------------------------------
 15,000,000         6.25%, 1/31/1997                                                      14,866,800
                    ------------------------------------------------------------------
  4,000,000         6.75%, 6/30/1999                                                       3,956,120
                    ------------------------------------------------------------------
  2,000,000         7.50%, 10/31/1999                                                      2,034,220
                    ------------------------------------------------------------------
 11,000,000         8.00%, 10/15/1996                                                     11,216,920
                    ------------------------------------------------------------------   -----------
                    TOTAL U.S. TREASURY NOTES (IDENTIFIED COST, $63,428,276)              61,461,200
                    ------------------------------------------------------------------   -----------
</TABLE>
    


DG LIMITED TERM GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                    VALUE
- -----------         ------------------------------------------------------------------   -----------
<C>            <C>  <S>                                                                  <C>
*REPURCHASE AGREEMENT--9.5%
- --------------------------------------------------------------------------------------
$ 9,103,300         Cantor, Fitzgerald Securities Corp., 6.05%, dated 2/28/1995, due
                    3/1/1995 (AT AMORTIZED COST)                                         $ 9,103,300
                    ------------------------------------------------------------------   -----------
                    TOTAL INVESTMENTS (IDENTIFIED COST, $97,045,937)                     $94,550,252+
                    ------------------------------------------------------------------   -----------
</TABLE>
    

* The repurchase agreement is fully collateralized by U.S. Treasury obligations
  based on market prices at the date of the portfolio.

   
+ The cost of investments for federal tax purposes amounts to $97,045,937. The
  unrealized depreciation of investments on a federal tax basis amounts to
  $2,495,685, which is comprised of $110,754 appreciation and $2,606,439
  depreciation at February 28, 1995.
    

Note: The categories of investments are shown as a percentage of net assets
      ($96,216,434) at February 28, 1995.

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


DG LIMITED TERM GOVERNMENT INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES
   
FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                     <C>        <C>
ASSETS:
- -------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost $97,045,937)          $ 94,550,252
- -------------------------------------------------------------------------------
Income receivable                                                                     1,325,711
- -------------------------------------------------------------------------------
Receivable for shares sold                                                              390,346
- -------------------------------------------------------------------------------
Deferred expenses                                                                        15,810
- -------------------------------------------------------------------------------    ------------
    Total assets                                                                     96,282,119
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                             $37,299
- ---------------------------------------------------------------------
Accrued expenses                                                         28,386
- ---------------------------------------------------------------------   -------
     Total liabilities                                                                   65,685
- -------------------------------------------------------------------------------    ------------
Net Assets for 9,975,150 shares outstanding                                        $ 96,216,434
- -------------------------------------------------------------------------------    ------------
NET ASSETS CONSISTS OF:
- -------------------------------------------------------------------------------
Paid in capital                                                                    $100,461,727
- -------------------------------------------------------------------------------
Net unrealized depreciation of investments                                           (2,495,685)
- -------------------------------------------------------------------------------
Accumulated net realized loss on investments                                         (1,843,544)
- -------------------------------------------------------------------------------
Undistributed net investment income                                                      93,936
- -------------------------------------------------------------------------------    ------------
    Total Net Assets                                                               $ 96,216,434
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
Net Asset Value Per Share ($96,216,434 / 9,975,150 shares outstanding)                    $9.65
- -------------------------------------------------------------------------------    ------------
Offering Price Per Share (100/98.00 of $9.65)*                                            $9.85
- -------------------------------------------------------------------------------    ------------
</TABLE>
    

   
* See "What Shares Cost."
    

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


DG LIMITED TERM GOVERNMENT INCOME FUND

STATEMENT OF OPERATIONS
   
YEAR ENDED FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                     <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------
Interest                                                                            $ 6,020,395
- --------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------
Investment advisory fee                                                 $642,168
- ---------------------------------------------------------------------
Administrative personnel and services fee                                134,312
- ---------------------------------------------------------------------
Custodian fees                                                            14,870
- ---------------------------------------------------------------------
Transfer agent and dividend disbursing agent fees and expenses            32,488
- ---------------------------------------------------------------------
Directors'/Trustees' fees                                                  2,785
- ---------------------------------------------------------------------
Auditing fees                                                             12,005
- ---------------------------------------------------------------------
Legal fees                                                                 3,574
- ---------------------------------------------------------------------
Portfolio accounting fees                                                 48,810
- ---------------------------------------------------------------------
Share registration costs                                                  24,429
- ---------------------------------------------------------------------
Printing and postage                                                      10,406
- ---------------------------------------------------------------------
Insurance premiums                                                         6,890
- ---------------------------------------------------------------------
Miscellaneous                                                              7,306
- ---------------------------------------------------------------------   --------
     Total expenses                                                      940,043
- ---------------------------------------------------------------------
Deduct--Waiver of investment advisory fee                                267,570
- ---------------------------------------------------------------------   --------
     Net expenses                                                                       672,473
- --------------------------------------------------------------------------------    -----------
          Net investment income                                                       5,347,922
- --------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- --------------------------------------------------------------------------------
Net realized loss on investments                                                     (1,068,070)
- --------------------------------------------------------------------------------
Net change in unrealized depreciation of investments                                 (1,836,643)
- --------------------------------------------------------------------------------    -----------
     Net realized and unrealized loss on investments                                 (2,904,713)
- --------------------------------------------------------------------------------    -----------
          Change in net assets resulting from operations                            $ 2,443,209
- --------------------------------------------------------------------------------    -----------
</TABLE>
    

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


DG LIMITED TERM GOVERNMENT INCOME FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                        YEAR ENDED
                                                          --------------------------------------
                                                          FEBRUARY 28, 1995    FEBRUARY 28, 1994
                                                          -----------------    -----------------
<S>                                                       <C>                  <C>
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------------------
OPERATIONS--
- -------------------------------------------------------
Net investment income                                       $   5,347,922        $   6,023,613
- -------------------------------------------------------
Net realized loss on investments ($1,406,691 net loss
  and $347,369 net gain, respectively, as computed for
  federal tax purposes)                                        (1,068,070)            (367,399)
- -------------------------------------------------------
Net change in unrealized depreciation of investments           (1,836,643)          (1,681,025)
- -------------------------------------------------------   ----------------     ----------------
     Change in net assets resulting from operations             2,443,209            3,975,189
- -------------------------------------------------------   ----------------     ----------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------------------
Distributions from net investment income                       (5,266,273)          (6,011,126)
- -------------------------------------------------------
Distributions from net realized gains                           --                    (344,594)
- -------------------------------------------------------   ----------------     ----------------
     Change in net assets resulting from distributions
     to shareholders                                           (5,266,273)          (6,355,720)
- -------------------------------------------------------   ----------------     ----------------
SHARE TRANSACTIONS--
- -------------------------------------------------------
Proceeds from sale of shares                                   43,863,105           70,831,278
- -------------------------------------------------------
Net asset value of shares issued to shareholders in
  payment of distributions declared                             2,064,317            2,764,678
- -------------------------------------------------------
Cost of shares redeemed                                       (63,548,352)         (54,475,647)
- -------------------------------------------------------   ----------------     ----------------
     Change in net assets resulting from share
       transactions                                           (17,620,930)          19,120,309
- -------------------------------------------------------   ----------------     ----------------
          Change in net assets                                (20,443,994)          16,739,778
- -------------------------------------------------------
NET ASSETS:
- -------------------------------------------------------
Beginning of period                                           116,660,428           99,920,650
- -------------------------------------------------------   ----------------     ----------------
End of period (including undistributed net investment
income of $93,936 and $12,287, respectively)                $  96,216,434        $ 116,660,428
- -------------------------------------------------------   ----------------     ----------------
</TABLE>
    

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


DG LIMITED TERM GOVERNMENT INCOME FUND

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

   
DG Investor Series (the "Trust") is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of six diversified portfolios. The financial statements
included herein present only those of DG Limited Term Government Income Fund
(the "Fund"). The financial statements of the other portfolios are presented
separately. The assets of each portfolio are segregated and a shareholder's
interest is limited to the portfolio in which shares are held.
    

(2) SIGNIFICANT ACCOUNTING POLICIES

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

  INVESTMENT VALUATIONS--U.S. government securities are generally valued at the
  mean between the over-the-counter bid and asked prices as furnished by an
  independent pricing service. Listed corporate bonds, unlisted securities and
  short-term securities are valued at prices provided by an independent pricing
  service. Short-term securities with remaining maturities of sixty days or less
  may be valued at amortized cost, which approximates fair market value.

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

  The Fund will only enter into repurchase agreements with banks and other
  recognized financial institutions, such as broker/dealers, which are deemed by
  the Fund's adviser to be creditworthy pursuant to the guidelines and/or
  standards reviewed or established by the Board of Trustees (the "Trustees").

  Risks may arise from the potential inability of counterparties to honor the
  terms of the repurchase agreement. Accordingly, the Fund could receive less
  than the repurchase price on the sale of collateral securities.

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


DG LIMITED TERM GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

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

   
  At February 28, 1995, the Fund, for federal tax purposes, had a capital loss
  carryforward of $1,406,691, which will reduce the Fund's taxable income
  arising from future net realized gain on investments, if any, to the extent
  permitted by the Code, and thus will reduce the amount of the distributions to
  shareholders which would otherwise be necessary to relieve the Fund of any
  liability for federal tax. Pursuant to the Code, such capital loss
  carryforward will expire as indicated below. Additionally, net capital losses
  of $437,277, attributable to security transactions incurred after October 31,
  1994 are treated as arising on March 1, 1995, the first day of the Fund's next
  taxable year.
    

<TABLE>
<CAPTION>
                     EXPIRATION YEAR                    EXPIRATION AMOUNT
            ---------------------------------   ---------------------------------
            <S>                                 <C>
            2003                                $1,406,691
</TABLE>

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

  DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration
  of its shares in its first fiscal year, excluding the initial expense of
  registering the shares, have been deferred and are being amortized using the
  straight-line method not to exceed a period of five years from the Fund's
  commencement date.

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

(3) SHARES OF BENEFICIAL INTEREST

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

   
<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                      -----------------------------------------
                                                      FEBRUARY 28, 1995      FEBRUARY 28, 1994
- ---------------------------------------------------   ------------------     ------------------
<S>                                                   <C>                    <C>
Shares sold                                                4,548,639              7,051,287
- ---------------------------------------------------
Shares issued to shareholders in payment of
distributions declared                                       214,556                276,031
- ---------------------------------------------------
Shares redeemed                                           (6,604,481)            (5,433,649)
- ---------------------------------------------------   ---------------            ----------
  Net change resulting from share transactions            (1,841,286)             1,893,669
- ---------------------------------------------------   ---------------            ----------
</TABLE>
    


DG LIMITED TERM GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

   
(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
    

   
INVESTMENT ADVISORY FEE--Deposit Guaranty National Bank, the Fund's investment
adviser, (the "Adviser"), receives for its services an annual investment
advisory fee equal to .60 of 1% of the Fund's average daily net assets. The
Adviser may voluntarily choose to waive a portion of its fee. The Adviser can
modify or terminate this voluntary waiver at any time at its sole discretion.
Under the terms of a sub-advisory agreement between the Adviser and the Trust
Division of Commercial National Bank, Commercial National Bank receives an
annual fee from the Adviser equal to .25 of 1% of the Fund's average daily net
assets.
    

   
ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The FAS fee is based on the
level of average aggregate net assets of the Trust for the period. FAS may
voluntarily choose to waive a portion of its fee.
    

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

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

   
ORGANIZATIONAL EXPENSES--Organizational expenses of $24,074 were initially borne
by FAS. The Fund has agreed to reimburse FAS for the organizational expenses
during the five year period following July 20, 1992 (the date the Fund became
effective). For the year ended February 28, 1995, the Fund paid $4,482 pursuant
to this agreement.
    

   
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.
    

   
(5) INVESTMENT TRANSACTIONS
    

   
Purchases and sales of investments, excluding short-term securities, for the
year ended February 28, 1995, were as follows:
    

   
<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $18,099,343
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $13,765,312
- -------------------------------------------------------------------------------   -----------
</TABLE>
    


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

The Board of Trustees and Shareholders
DG INVESTOR SERIES:

   
We have audited the statement of assets and liabilities, including the portfolio
of investments of the DG Limited Term Government Income Fund (a portfolio within
DG Investor Series) as of February 28, 1995, and the related statements of
operations for the period then ended, the statement of changes in net assets and
the financial highlights, which is presented on page 2 of this prospectus, for
the periods from August 3, 1992 (commencement of operations) to February 28,
1995. These financial statements and financial highlights are the responsibility
of the Funds' management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audit.
    

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

   
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the DG
Limited Term Government Income Fund at February 28, 1995, and the results of its
operations for the year then ended, and the changes in its net assets and the
financial highlights for each of the periods listed above, in conformity with
generally accepted accounting principles.
    

   
                                                           KPMG PEAT MARWICK LLP
    
Pittsburgh, Pennsylvania
   
April 7, 1995
    


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

   
<TABLE>
<S>             <C>                                          <C>
                DG Limited Term Government                   Federated Investors Tower
                Income Fund                                  Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Deposit Guaranty National Bank               P.O. Box 23100
                                                             Jackson, Mississippi 39225-3100
- ------------------------------------------------------------------------------------------------
Sub-Adviser
                Commercial National Bank                     P.O. Box 21119
                                                             Shreveport, Louisiana 71152
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 1713
                Trust Company                                Boston, Massachusetts 02105
- ------------------------------------------------------------------------------------------------
Transfer Agent, Dividend Disbursing Agent, and
Shareholder Servicing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Independent Auditors
                KPMG Peat Marwick LLP                        One Mellon Bank Center
                                                             Pittsburgh, Pennsylvania 15219
- ------------------------------------------------------------------------------------------------
</TABLE>
    


                                         DG
                                         LIMITED TERM
                                         GOVERNMENT
                                         INCOME FUND
- --------------------------------------------------------------------------------
                                         PROSPECTUS

                                         A Diversified Portfolio of
                                         DG Investor Series,
                                         an Open-End Management
                                         Investment Company

                                              Deposit Guaranty
                                              National Bank
                                              Jackson, MS
   
                                              Investment Adviser
    

                                              Commercial
                                              National Bank
                                              Shreveport, LA
   
                                              Sub-Adviser
    

                                         APRIL 30, 1995
- --------------------------------------------------------------------------------
      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      2061003A (4/95)

The shares offered by this prospectus are not deposits or obligations of Deposit
Guaranty National Bank or Commercial National Bank, are not endorsed or
guaranteed by Deposit Guaranty National Bank or Commercial National 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.


DG GOVERNMENT INCOME FUND
(A PORTFOLIO OF DG INVESTOR SERIES)
PROSPECTUS

The shares of DG Government Income Fund (the "Fund") offered by this prospectus
represent interests in a diversified portfolio of DG Investor Series (the
"Trust"), an open-end, management investment company (a mutual fund). The
investment objective of the Fund is current income. The Fund pursues its
investment objective by investing primarily in government securities to achieve
current income.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF DEPOSIT
GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL BANK, ARE NOT ENDORSED OR
GUARANTEED BY DEPOSIT GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL 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 dated April 30,
1995, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference in this
prospectus. You may request a copy of the Statement of Additional Information
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling 1-800-530-7377.
    

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

   
Prospectus dated April 30, 1995
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
    Acceptable Investments                                                     3
    Corporate Bonds                                                            4
    Mortgage-Backed Securities                                                 4
       Collateralized Mortgage Obligations                                     4
    Asset-Backed Securities                                                    4
    Bank Instruments                                                           5
    Put and Call Options                                                       5
       Risks                                                                   5
    Temporary Investments                                                      6
       Repurchase Agreements                                                   6
    Lending of Portfolio Securities                                            6
    When-Issued and Delayed Delivery
       Transactions                                                            6
   
  Investment Limitations                                                       7
    

DG INVESTOR SERIES INFORMATION                                                 7
- ------------------------------------------------------

  Management of the Trust                                                      7
    Board of Trustees                                                          7
    Investment Adviser                                                         7
       Advisory Fees                                                           7
       Adviser's Background                                                    7
    Sub-Adviser                                                                8
       Sub-Advisory Fees                                                       8
       Sub-Adviser's Background                                                8
   
  Distribution of Fund Shares                                                  9
    
   
    Distribution Plan                                                          9
    
   
    Shareholder Servicing Arrangements                                        10
    

   
ADMINISTRATION OF THE FUND                                                    10
    
- ------------------------------------------------------

   
    Administrative Services                                                   10
    
    Custodian                                                                 10
    Transfer Agent, Dividend
       Disbursing Agent, and
   
       Shareholder Servicing Agent                                            10
    
   
    Independent Auditors                                                      10
    
  Brokerage Transactions                                                      10

NET ASSET VALUE                                                               10
- ------------------------------------------------------
INVESTING IN THE FUND                                                         11
- ------------------------------------------------------
  Share Purchases                                                             11
    Through the Banks                                                         11
  Minimum Investment Required                                                 11
  What Shares Cost                                                            11
    Purchases at Net Asset Value                                              12
    Sales Charge Reallowance                                                  12
  Reducing the Sales Charge                                                   12
    Quantity Discounts and Accumulated
       Purchases                                                              12
    Letter of Intent                                                          13
    Reinvestment Privilege                                                    13
   
    Purchases with Proceeds from
    
   
       Redemptions of Unaffiliated
    
   
       Investment Companies                                                   13
    
    Concurrent Purchases                                                      13
  Systematic Investment Program                                               13
  Certificates and Confirmations                                              13
   
  Dividends and Distributions                                                 14
    

   
EXCHANGE PRIVILEGE                                                            14
    
- ------------------------------------------------------

  DG Investor Series                                                          14
  Exchanging Shares                                                           14

   
REDEEMING SHARES                                                              14
    
- ------------------------------------------------------

  Through the Banks                                                           15
    By Telephone                                                              15
    By Mail                                                                   15
   
    Signatures                                                                15
    
  Systematic Withdrawal Program                                               16
  Accounts With Low Balances                                                  16

   
SHAREHOLDER INFORMATION                                                       16
    
- ------------------------------------------------------

   
  Voting Rights                                                               16
    
   
  Massachusetts Partnership Law                                               16
    

EFFECT OF BANKING LAWS                                                        17
- ------------------------------------------------------

   
TAX INFORMATION                                                               17
    
- ------------------------------------------------------

   
  Federal Income Tax                                                          17
    

PERFORMANCE INFORMATION                                                       18
- ------------------------------------------------------

   
FINANCIAL STATEMENTS                                                          19
    
- ------------------------------------------------------

INDEPENDENT AUDITORS' REPORT                                                  30
- ------------------------------------------------------

   
ADDRESSES                                                                     31
    
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                                    <C>    <C>
                                  SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).........           2.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)...............................................            None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable).............................            None
Redemption Fee (as a percentage of amount redeemed, if applicable)..................            None
Exchange Fee........................................................................            None

                                   ANNUAL FUND OPERATING EXPENSES
                              (As a percentage of average net assets)
Management Fee (after waiver)(1)....................................................           0.50%
12b-1 Fees(2).......................................................................           0.00%
Total Other Expenses................................................................           0.22%
    Total Fund Operating Expenses(3)................................................           0.72%
</TABLE>
    

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

(2) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not accrue or pay 12b-1 fees until a separate class of
shares has been created for certain institutional investors. The Fund can pay up
to 0.35% as a 12b-1 fee to the distributor.

   
(3) The Total Fund Operating Expenses were 0.68% for the fiscal year ended
February 28, 1995. The Total Fund Operating Expenses in the above table reflect
a reduction in the voluntary waiver of the investment advisory fee for the
fiscal year ending February 29, 1996. The Total Fund Operating Expenses for the
fiscal year ending February 29, 1996, are anticipated to be 0.82% absent the
voluntary waiver of the investment advisory fee.
    

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "DG INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

   
<TABLE>
<CAPTION>
EXAMPLE                                               1 year      3 years      5 years      10 years
                                                      ------      -------      -------      --------
<S>                                                   <C>         <C>          <C>          <C>
You would pay the following expenses on a $1,000
investment assuming (1) 5% annual return, (2)
  redemption at the end of each time period, and
(3) payment of the maximum sales load............      $ 27         $43          $59          $108
</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 FUND'S FISCAL YEAR ENDING FEBRUARY
29, 1996.
    


DG GOVERNMENT INCOME FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Report of KPMG Peat Marwick LLP, Independent Auditors,
on page 30.
    

   
<TABLE>
<CAPTION>
                                                                        YEAR ENDED FEBRUARY 28,
                                                                    --------------------------------
                                                                     1995         1994        1993(A)
                                                                    ------       ------       ------
<S>                                                                 <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                $ 9.90       $10.25       $10.00
- ---------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------------------------------------
  Net investment income                                               0.54         0.55         0.37
- ---------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments             (0.44)       (0.09)        0.25
- ---------------------------------------------------------------     ------       ------       ------
  Total from investment operations                                    0.10         0.46         0.62
- ---------------------------------------------------------------     ------       ------       ------
LESS DISTRIBUTIONS
- ---------------------------------------------------------------
  Distributions from net investment income                           (0.53)       (0.55)       (0.37)
- ---------------------------------------------------------------
  Distributions from net realized gain on investment
  transactions                                                          --        (0.25)          --
- ---------------------------------------------------------------
  Distributions in excess of net realized gain on
  investments(e)                                                        --        (0.01)          --
- ---------------------------------------------------------------     ------       ------       ------
  Total distributions                                                (0.53)       (0.81)       (0.37)
- ---------------------------------------------------------------     ------       ------       ------
NET ASSET VALUE, END OF PERIOD                                      $ 9.47       $ 9.90       $10.25
- ---------------------------------------------------------------     ------       ------       ------
TOTAL RETURN(B)                                                       1.20%        4.55%        6.40%
- ---------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ---------------------------------------------------------------
  Expenses                                                            0.68%        0.70%        0.50%(c)
- ---------------------------------------------------------------
  Net investment income                                               5.79%        5.34%        6.45%(c)
- ---------------------------------------------------------------
  Expense waiver/reimbursement(d)                                     0.15%        0.19%        0.41%(c)
- ---------------------------------------------------------------
SUPPLEMENTAL DATA
- ---------------------------------------------------------------
  Net assets, end of period (000 omitted)                           $168,313     $118,695     $111,435
- ---------------------------------------------------------------
  Portfolio turnover                                                    31%          49%          78%
- ---------------------------------------------------------------
</TABLE>
    

   
(a) Reflects operations for the period from August 3, 1992 (date of initial
    public investment) to February 28, 1993.
    

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

   
(c) Computed on an annualized basis.
    

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

   
(e) This distribution does not represent a return of capital for federal tax
    purposes.
    

   
Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended February 28, 1995, which can be obtained
free of charge.
    

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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated February 7, 1992. 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.

Shares of the Fund are designed for retail and trust customers of Deposit
Guaranty National Bank and Commercial National Bank and their affiliates as a
convenient means of participating in a professionally managed, diversified
portfolio consisting primarily of government securities. A minimum initial
investment of $1,000 is required.

Fund shares are sold at net asset value plus an applicable sales charge and are
redeemed at net asset value.

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in securities
which are guaranteed as to payment of principal and interest by the U.S.
government or U.S. government agencies or instrumentalities. The Fund may also
invest in corporate bonds, asset-backed securities and bank instruments. Under
normal circumstances, the Fund will invest at least 65% of the value of its
total assets in U.S. government securities.

Unless indicated otherwise, the investment policies may be changed by the Board
of Trustees ("Trustees") without the approval of shareholders. Shareholders will
be notified before any material change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  The U.S. government securities in which the Fund will
invest include:

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

   
     - notes, bonds, and discount notes issued by the Federal Home Loan Banks;
       Government National Mortgage Association; Farm Credit System, including
       the National Bank for Cooperatives, Farm Credit Banks, and Banks for
       Cooperatives; Tennessee Valley Authority; Export-Import Bank of the
       United States; Commodity Credit Corporation; Federal Financing Bank;
       Student Loan Marketing Association; Federal Home Loan Mortgage
       Corporation; or National Credit Union Administration.
    

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and


credit of the U.S. Treasury. No assurance can be given that the U.S. government
will provide financial support to other agencies or instrumentalities, since it
is not obligated to do so. These instrumentalities are supported by:

     - the issuer's right to borrow an amount limited to a specific line of
       credit from the U.S. Treasury;

     - discretionary authority of the U.S. government to purchase certain
       obligations of an agency or instrumentality; or

     - the credit of the agency or instrumentality.

   
CORPORATE BONDS.  The Fund may invest in issues of corporate debt obligations
which are rated in one of the three highest categories by a nationally
recognized statistical rating organization (rated Aaa, Aa, or A by Moody's
Investors Service, Inc. ("Moody's"); AAA, AA, or A by Standard & Poor's Ratings
Group ("Standard & Poor's") or by Fitch Investors Service, Inc. ("Fitch"), or
which are of comparable quality in the judgment of the adviser). The prices of
fixed income securities fluctuate inversely to the direction of interest rates.
    

MORTGAGE-BACKED SECURITIES.  Mortgage-backed securities are securities that
directly or indirectly represent a participation in, or are secured by and
payable from, mortgage loans on real property. There are currently three basic
types of mortgage-backed securities: (i) those issued or guaranteed by the U.S.
government or one of its agencies or instrumentalities, such as the Government
National Mortgage Association ("Ginnie Mae"), the Federal National Mortgage
Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation
("Freddie Mac"); (ii) those issued by private issuers that represent an interest
in or are collateralized by mortgage-backed securities issued or guaranteed by
the U.S. government or one of its agencies or instrumentalities; and (iii) those
issued by private issuers that represent an interest in or are collateralized by
whole loans or mortgage-backed securities without a government guarantee but
usually having some form of private credit enhancement.

     COLLATERALIZED MORTGAGE OBLIGATIONS.  Collateralized mortgage obligations
     ("CMOs") are debt obligations collateralized by mortgage loans or mortgage
     pass-through securities. Typically, CMOs are collateralized by Ginnie Mae,
     Fannie Mae or Freddie Mac Certificates, but may be collateralized by whole
     loans or private pass-through securities.

     The Fund will only invest in CMOs which are rated AAA by a nationally
     recognized rating agency, and which may be: (a) collateralized by pools of
     mortgages in which each mortgage is guaranteed as to payment of principal
     and interest by an agency or instrumentality of the U.S. government; (b)
     collateralized by pools of mortgages in which payment of principal and
     interest is guaranteed by the issuer and such guarantee is collateralized
     by U.S. government securities; or (c) securities in which the proceeds of
     the issuance are invested in mortgage securities and payment of the
     principal and interest are supported by the credit of an agency or
     instrumentality of the U.S. government.

ASSET-BACKED SECURITIES.  Asset-backed securities have structural
characteristics similar to mortgage-backed securities but have underlying assets
that are not mortgage loans or interests in mortgage loans. The Fund may invest
in asset-backed securities rated A or higher by a nationally recognized rating
agency. The collateral for such securities will consist of motor vehicle
installment purchase obligations


and credit card receivables. These securities may be in the form of pass-through
instruments or asset-backed bonds. The securities are issued by non-governmental
entities and carry no direct or indirect government guarantee.

BANK INSTRUMENTS.  The Fund only invests in bank instruments issued by an
institution having capital, surplus and undivided profits over $100 million, or
insured by the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").

PUT AND CALL OPTIONS.  The Fund may purchase put options on financial futures
contracts and put options on portfolio securities. Financial futures may include
index futures. These options will be used as a hedge to attempt to protect
securities which the Fund holds against decreases in value. For the immediate
future, the Fund will enter into futures contracts directly only when it desires
to exercise a financial futures put option in its portfolio rather than either
closing out the option or allowing it to expire. The Fund will only purchase
puts on financial futures contracts which are traded on a recognized exchange.

The Fund will generally purchase over-the-counter put options on portfolio
securities in negotiated transactions with the writers of the options on the
portfolio securities held by the Fund which are typically not traded on an
exchange. The Fund purchases options only from investment dealers and other
financial associations (such as commercial banks or savings and loan
institutions) deemed creditworthy by the Fund's adviser.

Over-the-counter put options are two party contracts with price and terms
negotiated between buyer and seller. In contrast, exchange traded options are
third-party contracts with standardized strike prices and expiration dates and
are purchased from a clearing corporation. Exchange traded options have a
continuous liquid market, while over-the-counter options may not.

The Fund may also write call options on all or any portion of its portfolio to
generate income for the Fund. The Fund will write call options on securities
either held in its portfolio or which it has the right to obtain without payment
of further consideration or for which it has segregated cash in the amount of
any additional consideration. The call options which the Fund writes and sells
must be listed on a recognized options exchange. Although the Fund reserves the
right to write covered call options on its entire portfolio, it will not write
such options on more than 25% of its total assets unless a higher limit is
authorized by its Trustees.

The Fund may attempt to hedge the portfolio by entering into financial futures
contracts and to write calls on financial futures contracts. The Fund will
notify shareholders before it begins engaging in these transactions.

     RISKS.  When the Fund writes a call option, the Fund risks not
     participating in any rise in the value of the underlying security. In
     addition, when the Fund purchases puts on financial futures contracts to
     protect against declines in prices of portfolio securities, there is a risk
     that the prices of the securities subject to the futures contracts may not
     correlate perfectly with the prices of the securities in the Fund's
     portfolio. This may cause the futures contract and its corresponding put to
     react differently than the portfolio securities to market changes. In
     addition, the Fund's investment adviser could be incorrect in its
     expectations about the direction or extent of market factors such as
     interest rate movements. In such an event, the Fund may lose the purchase
     price of the put option.


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

TEMPORARY INVESTMENTS.  For defensive purposes only, the Fund may invest
temporarily in cash and cash items during times of unusual market conditions and
to maintain liquidity. Cash items may include short-term obligations such as:

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

     - repurchase agreements; and

     - commercial paper rated A-1 or A-2 by Standard & Poor's, Prime-1 or
       Prime-2 by Moody's or F-1 or F-2 by Fitch.

     REPURCHASE AGREEMENTS.  Repurchase agreements are arrangements in which
     banks, broker/dealers, and other recognized financial institutions sell
     U.S. government 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 seller does not repurchase the securities from the Fund, the Fund
     could receive less than the repurchase price on any sale of such
     securities.

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both,
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 adviser has determined are creditworthy under guidelines
established by the Trustees, and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the securities
loaned at all times.

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

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

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


   
INVESTMENT LIMITATIONS
    

The Fund will not:

     - borrow money directly or through reverse repurchase agreements
       (arrangements in which the Fund sells a portfolio instrument for a
       percentage of its cash value with an arrangement to buy it back on a set
       date) or pledge securities except, under certain circumstances, the Fund
       may, borrow up to one-third of the value of its total assets and pledge
       up to 15% of the value of those assets to secure such borrowings.

The above investment limitation 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 investment limitation becomes effective.

The Fund will not:

     - invest more than 15% of the value of its net assets in illiquid
       securities, including repurchase agreements providing for settlement in
       more than seven days after notice, over-the-counter options and certain
       restricted securities not determined by the Trustees to be liquid.

DG INVESTOR SERIES INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES.  The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising all
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.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Deposit Guaranty National Bank,
the Fund's investment adviser (the "Adviser"), subject to direction by the
Trustees. The Adviser, in consultation with the sub-adviser, continually
conducts investment research and supervision for the Fund and is responsible for
the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The Fund's Adviser receives an annual investment advisory
     fee equal to .60 of 1% of the Fund's average daily net assets. The
     investment advisory contract provides for the voluntary reimbursement of
     expenses by the Adviser to the extent any Fund expenses exceed such lower
     expense limitation as the Adviser may, by notice to the Fund, voluntarily
     declare to be effective. The Adviser can terminate this voluntary
     reimbursement of expenses at any time at its sole discretion. The Adviser
     has undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

     ADVISER'S BACKGROUND.  Deposit Guaranty National Bank, a national banking
     association formed in 1925, is a subsidiary of Deposit Guaranty Corp
     ("DGC"). Through its subsidiaries and affiliates, DGC offers a full range
     of financial services to the public including commercial lending,
     depository


     services, cash management, brokerage services, retail banking, mortgage
     banking, investment advisory services and trust services.

   
     As of December 31, 1994, the Trust Division of Deposit Guaranty National
     Bank had approximately $9.1 billion under administration, of which it had
     investment discretion over $1.4 billion. Deposit Guaranty National Bank has
     served as the Trust's Adviser since May 5, 1992.
    

     As part of their regular banking operations, Deposit Guaranty National Bank
     and Commercial National Bank, the Fund's sub-adviser, may make loans to
     public companies. Thus, it may be possible, from time to time, for the Fund
     to hold or acquire the securities of issuers which are also lending clients
     of Deposit Guaranty National Bank or Commercial National Bank. The lending
     relationships will not be a factor in the selection of securities.

     John Mark McKenzie has been with Deposit Guaranty National Bank for ten
     years and is a Vice President and Trust Investment Officer. Previously, Mr.
     McKenzie was associated with a Jackson bank as a trust officer. He received
     a B.B.A. in Banking and Finance from the University of Mississippi. He is a
     member of the Mississippi Chapter of the Memphis Society of Financial
     Analysts, and is a member of the Mississippi State and Hinds County Bar
     Association. Mr. McKenzie has managed the DG Government Income Fund since
     August 1, 1992 (the inception of the Fund).

SUB-ADVISER.  Under the terms of a sub-advisory agreement between Deposit
Guaranty National Bank and Commercial National Bank (the "Sub-Adviser"), the
Sub-Adviser will furnish to the Adviser such investment advice, statistical and
other factual information as may be requested by Adviser. The portfolio managers
from the Trust Divisions of Deposit Guaranty National Bank and Commercial
National Bank will form an investment committee (the "DG Asset Management
Group") to discuss investment strategies and evaluate securities and the
economic outlook.

     SUB-ADVISORY FEES.  For its services under the sub-advisory agreement, the
     Sub-Adviser receives an annual fee from the Adviser equal to 0.25 of 1% of
     the average daily net assets of the Fund. The sub-advisory fee is accrued
     daily and paid monthly. In the event that the fee due from the Trust to the
     Adviser on behalf of the Fund is reduced in order to meet expense
     limitations imposed on the Fund by state securities laws and regulations,
     the sub-advisory fee will be reduced by one-half of said reduction in the
     fee due from the Trust to the Adviser on behalf of the Fund.
     Notwithstanding any other provision in the sub-advisory agreement, the
     Sub-Adviser may, from time to time and for such periods as it deems
     appropriate, reduce its compensation (and, if appropriate, assume expenses
     of the Fund or class of the Fund) to the extent that the Fund's expenses
     exceed such lower expense limitation as the Sub-Adviser may, by notice to
     the Trust on behalf of the Fund, voluntarily declare to be effective.

   
     SUB-ADVISER'S BACKGROUND.  Commercial National Bank, a national banking
     association which received its charter in 1886, is a subsidiary of DGC. As
     of December 31, 1994, the Trust Division at Commercial National Bank had
     approximately $1.2 billion in trust assets under administration, of which
     it had investment discretion over $856 million. Commercial National Bank
     has served as sub-adviser to DG Equity Fund, DG Limited Term Government
     Income Fund, and the Fund since July 20, 1992, DG Municipal Income Fund
     since December 12, 1992, and DG Opportunity Fund since May 25, 1994 each a
     portfolio of the Trust.
    


DISTRIBUTION OF FUND 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.  Under a distribution plan adopted in accordance with the
Investment Company Act Rule 12b-1 (the "Plan"), the Fund will pay to the
distributor an amount computed at an annual rate of .35 of 1% of the average
daily net asset value of the Fund to finance any activity which is principally
intended to result in the sale of shares subject to the Plan.

The distributor may from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the shares exceed such lower expense limitation as
the distributor may, by notice to the Trust, voluntarily declare to be
effective.

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide distribution and/or administrative services as agents for their
clients or customers. Administrative services may include, but are not limited
to, the following functions: 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;
assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as may reasonably be requested.

The distributor will pay financial institutions a fee based upon shares subject
to the Plan and 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 distributor.

The Fund's 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.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustees will consider appropriate changes in the services.

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


SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions a fee with respect to the average net asset value of shares held by
their customers for providing administrative services. This fee, if paid, will
be reimbursed by the Adviser and not the Fund.

ADMINISTRATION OF THE FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE SERVICES.  Federated Administrative Services, which is a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
shareholder servicing and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
       MAXIMUM                     AVERAGE AGGREGATE DAILY
 ADMINISTRATIVE FEE                NET ASSETS OF THE TRUST
- ---------------------        ------------------------------------
<S>                          <C>
     .150 of 1%                   on the first $250 million
     .125 of 1%                    on the next $250 million
     .100 of 1%                    on the next $250 million
     .075 of 1%              on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall aggregate at least
$100,000 per Fund. Federated Administrative Services may choose voluntarily to
reimburse a portion of its fee at any time.

CUSTODIAN.  State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER SERVICING AGENT.
 Federated Services Company, Pittsburgh, Pennsylvania, is transfer agent for the
shares of the Fund, dividend disbursing agent for the Fund, and shareholder
servicing agent for the Fund.

   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.
    

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally 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 Adviser 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 Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Trustees.

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

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.


INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. Fund shares may be ordered by
telephone through procedures established with Commercial National Bank and
Deposit Guaranty National Bank (collectively, the "Banks") in connection with
qualified account relationships. Such procedures may include arrangements under
which certain accounts are swept periodically and amounts exceeding an
agreed-upon minimum are invested automatically in Fund shares. Texas residents
must purchase shares of the Fund through Federated Securities Corp. at
1-800-356-2805. The Fund reserves the right to reject any purchase request.

THROUGH THE BANKS.  To place an order to purchase Fund shares, open an account
by calling Deposit Guaranty National Bank at (800) 748-8500 or Commercial
National Bank at (800) 274-1907. Information needed to establish the account
will be taken over the telephone.

Payment may be made by either check, federal funds or by debiting a customer's
account at the Banks. Purchase orders must be received by 4:00 p.m. (Eastern
time). Payment is required before 4:00 p.m. on the next business day in order to
earn dividends for that day.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in any amounts of $100 or more. The Fund may waive the initial minimum
investment for employees of DGC and its affiliates from time to time.

WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received, plus a sales charge as follows:

<TABLE>
<CAPTION>
                                                    SALES CHARGE AS           SALES CHARGE AS
                                                    A PERCENTAGE OF           A PERCENTAGE OF
            AMOUNT OF TRANSACTION                PUBLIC OFFERING PRICE      NET AMOUNT INVESTED
- ----------------------------------------------   ----------------------     -------------------
<S>                                              <C>                        <C>
Less than $100,000............................            2.00%                    2.04%
$100,000 but less than $250,000...............            1.75%                    1.78%
$250,000 but less than $500,000...............            1.50%                    1.52%
$500,000 but less than $750,000...............            1.25%                    1.27%
$750,000 but less than $1 million.............            1.00%                    1.01%
$1 million but less than $2 million...........            0.50%                    0.50%
$2 million or more............................            0.25%                    0.25%
</TABLE>

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) the following
holidays: New Year's


Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day and
Christmas Day.

   
PURCHASES AT NET ASSET VALUE.  Shares of the Fund may be purchased at net asset
value, without a sales charge by: the Trust Division of the Banks for funds
which are held in a fiduciary, agency, custodial, or similar capacity; non-trust
customers of financial advisers; Trustees and employees of the Fund, the Banks
or Federated Securities Corp. or their affiliates and their spouses and children
under 21; current and retired directors of the Banks; or any bank or investment
dealer who has a sales agreement with Federated Securities Corp. with regard to
the Fund.
    

   
SALES CHARGE REALLOWANCE.  For sales of shares of the Fund, the Banks or any
authorized dealer will normally receive up to 100% of the applicable sales
charge. Any portion of the sales charge which is not paid to the Banks or
authorized dealers will be retained by the distributor. The distributor will,
periodically, uniformly offer to pay cash or promotional incentives in the form
of trips to sales seminars at luxury resorts, tickets or other items to all
dealers selling shares of the Fund. Such payments will be predicated upon the
amount of shares of the Fund that are sold by the dealer.
    

The sales charge for shares sold other than through the Banks or registered
broker/dealers will be retained by the distributor. The distributor may pay fees
to the Banks out of the sales charge in exchange for sales and/or administrative
services performed on behalf of the Banks' customers in connection with the
initiation of customer accounts and purchases of Fund shares.

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Fund shares through:

     - quantity discounts and accumulated purchases;

     - signing a 13-month letter of intent;

     - using the reinvestment privilege; or

     - concurrent purchases.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table above,
larger purchases reduce the sales charge paid. The Fund will combine purchases
made on the same day by the investor, his spouse, and his children under age 21
when it calculates the sales charge. In addition, the sales charge, if
applicable, is reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.

If an additional purchase of Fund shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$90,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 1.75%, not 2.00%.

To receive the sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the purchase
is made that Fund shares are already owned or that purchases are being combined.
The Fund will reduce the sales charge after it confirms the purchases.


LETTER OF INTENT.  If a shareholder intends to purchase at least $100,000 of
shares in the funds in the Trust over the next 13 months, the sales charge may
be reduced by signing a letter of intent to that effect. This letter includes a
provision for a sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the custodian to hold
2.00% of the total amount intended to be purchased in escrow (in shares) until
such purchase is completed.

The 2.00% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent is
not purchased. In this event, an appropriate number of escrowed shares may be
redeemed in order to realize the difference in the sales charge.

   
This letter of intent will not obligate the shareholder to purchase shares, but
if he does, each purchase during the period will be at the sales charge
applicable to the total amount intended to be purchased. The current balance in
the shareholder's account will provide a purchase credit towards fulfillment of
the letter of intent.
    

REINVESTMENT PRIVILEGE.  If shares in the Fund have been redeemed, the
shareholder has a one-time right, within 30 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge.
Federated Securities Corp. must be notified by the shareholder in writing or by
the Banks of the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his shares in the Fund, there may be tax consequences.

   
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
 Investors may purchase shares at net asset value, without a sales charge, with
the proceeds from the redemption of shares of an investment company which was
sold with a sales charge or commission and was not distributed by Federated
Securities Corp. The purchase must be made within 60 days of the redemption, and
Federated Securities Corp. must be notified by the investor in writing, or by
his financial institution, at the time the purchase is made.
    

CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge reduction,
a shareholder has the privilege of combining concurrent purchases of two or more
funds in the Trust, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $30,000 in one of the other
funds in the Trust with a sales charge and $70,000 in this Fund, the sales
charge would be reduced.

To receive this sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the
concurrent purchases are made. The Fund will reduce the sales charge after it
confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, shareholders may add to their investment on a
regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares. A shareholder may apply for participation in this
program through the Banks.

CERTIFICATES AND CONFIRMATIONS

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


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

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and paid monthly. Distribution of any realized long-term
capital gains will be made at least once every twelve months. Dividends are
automatically reinvested in additional shares of the Fund on payment dates at
the ex-dividend date net asset value without a sales charge, unless cash
payments are requested by writing to the Fund or the Banks as appropriate.

   
EXCHANGE PRIVILEGE
    
- --------------------------------------------------------------------------------

DG INVESTOR SERIES

All shareholders of the Fund are shareholders of DG Investor Series.
Shareholders in the Fund have easy access to the other portfolios of DG Investor
Series.

EXCHANGING SHARES

   
Shareholders of the Fund may exchange shares of the Fund for shares of the other
funds in DG Investor Series. Prior to any exchange, the shareholder must receive
a copy of the current prospectus of the fund into which an exchange is to be
effected. Shares may be exchanged at net asset value, plus the difference
between the Fund's sales charge (if any) already paid and any sales charge of
the fund into which shares are to be exchanged, if higher.
    

When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus an exchange
of such shares for shares of a fund with a sales charge would be at net asset
value.

The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, shares submitted for
exchange will be redeemed at the next-determined net asset value. Written
exchange instruction may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short or long-term capital gain or loss may be realized.
The exchange privilege may be terminated at any time. Shareholders will be
notified of the termination of the exchange privilege. A shareholder may obtain
further information on the exchange privilege by calling the Banks.

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after the Banks
receive the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on Federal holidays when
wire transfers are restricted. Requests for redemption can be made by telephone
or by mail.


THROUGH THE BANKS

BY TELEPHONE.  A shareholder who is a customer of one of the Banks may redeem
shares of the Fund by calling Deposit Guaranty National Bank at (800) 748-8500
or Commercial National Bank at (800) 274-1907. For orders received before 4:00
p.m. (Eastern time), proceeds will normally be wired the next day to the
shareholder's account at the Banks or a check will be sent to the address of
record. In no event will proceeds be sent more than seven days after a proper
request for redemption has been received. An authorization form permitting the
Fund to accept telephone requests must first be completed. Authorization forms
and information on this service are available from the Banks. Telephone
redemption instructions may be recorded.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Services Company or the Banks.

If at any time, the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly notified.

If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

BY MAIL.  Any shareholder may redeem Fund shares by sending a written request to
the Banks. The written request should include the shareholder's name, the Fund
name, the account number, and the share or dollar amount requested, and should
be signed exactly as the shares are registered. If share certificates have been
issued, they must be properly endorsed and should be sent by registered or
certified mail with the written request. Shareholders should call the Banks for
assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than on record with the
Fund, or a redemption payable other than to the shareholder of record must have
signatures on written redemption requests guaranteed by:

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

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

     - a savings bank or savings and loan association whose deposits are insured
       by SAIF, which is administered by the FDIC; or

     - any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and Federated Services Company have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Fund and Federated Services Company
reserve the right to amend these standards at any time without notice. Normally,
a check for the proceeds is mailed within one business day, but in no event more
than seven days, after receipt of a proper written redemption request.


SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, and
the amount of dividends paid with respect to Fund shares, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
the Banks. Due to the fact that shares are sold with a sales charge, it is not
advisable for shareholders to be purchasing shares of the Fund while
participating in this program.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.

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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares of all
classes of each Fund in the Trust have equal voting rights, except that in
matters affecting only a particular Fund or class, only shareholders of that
Fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Trust or Fund's operation and for the
election of Trustees under certain circumstances.

   
Trustees may be removed by the shareholders at a special meeting. A special
meeting of the shareholders for this purpose shall be called by the Trustees
upon the written request of shareholders owning at least 10% of all shares of
the Trust entitled to vote.
    

   
As of April 17, 1995, Commercial National Bank, Shreveport, Louisiana, owned
approximately 4,074,326 shares (27.4%); and Deposit Guaranty National Bank,
Jackson, Mississippi, owned approximately 10,126,940 shares (68.1%), and
therefore, may, for certain purposes, be deemed to control the Fund and be able
to affect the outcome of certain matters presented for a vote of shareholders.
    

   
MASSACHUSETTS PARTNERSHIP LAW
    

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for acts or obligations of the Trust. To
protect shareholders, the Trust has filed legal documents with Massachusetts
that expressly disclaim the liability of shareholders for such acts or


obligations of the Trust. These documents require notice of this disclaimer to
be given in each agreement, obligation, or instrument the Trust or its Trustees
enter into or sign.

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

EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, or distributing
securities in general. Such laws and regulations do not prohibit such a holding
company or bank or non-bank affiliate from acting as investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer. The
Fund's Adviser and Sub-Adviser, Deposit Guaranty National Bank and Commercial
National Bank, respectively, are subject to such banking laws and regulations.

The Banks believe, based on the advice of counsel, that they may perform the
investment advisory services for the Fund contemplated by the advisory agreement
with the Trust and the sub-advisory agreement between the Banks without
violating the Glass-Steagall Act or other applicable banking laws or
regulations. Such counsel has pointed out, however, that changes in either
federal or state statutes and regulations relating to the permissible activities
of banks and their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of present or future statutes and
regulations, could prevent the Banks from continuing to perform all or a part of
the above services for their customers and/or the Fund. In such event, changes
in the operation of the Fund may occur, including the possible alteration or
termination of any automatic or other Fund share investment and redemption
services then being provided by the Banks, and the Trustees would consider
alternative investment advisers and other means of continuing available
investment services. It is not expected that Fund shareholders would suffer any
adverse financial consequences (if another adviser and/or sub-adviser with
equivalent abilities to Deposit Guaranty National Bank and Commercial National
Bank are found) as a result of any of these occurrences.

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 received. This applies whether dividends
are received in cash or as additional shares. The Fund will provide detailed tax
information for reporting purposes.

Shareholders are urged to consult their own tax advisers regarding the status of
their account 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 gains
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 maximum offering price per share of the Fund on
the last day of the period. This number is then annualized using semiannual
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.

The performance information reflects the effect of the maximum sales load which,
if excluded, would increase the total return and yield.

   
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.


DG GOVERNMENT INCOME FUND

PORTFOLIO OF INVESTMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                   VALUE
- -----------         -----------------------------------------------------------------   ------------
<C>            <C>  <S>                                                                 <C>
CORPORATE BONDS--15.2%
- -------------------------------------------------------------------------------------
                    BANKING--1.0%
                    -----------------------------------------------------------------
$   800,000         Bankers Trust New York Corp., 4.70%, 7/1/1996                       $    776,736
                    -----------------------------------------------------------------
  1,000,000         NationsBank Corp., 5.375%, 4/15/2000                                     904,630
                    -----------------------------------------------------------------   ------------
                    Total                                                                  1,681,366
                    -----------------------------------------------------------------   ------------
                    BUSINESS EQUIPMENT & SERVICE--0.9%
                    -----------------------------------------------------------------
  1,500,000         International Business Machines Corp., 6.375%, 11/1/1997               1,466,250
                    -----------------------------------------------------------------   ------------
                    CONSUMER NON-DURABLES--1.6%
                    -----------------------------------------------------------------
    889,000         Anheuser-Busch Cos., 6.90%, 10/1/2002                                    846,924
                    -----------------------------------------------------------------
  1,000,000         H.J. Heinz Co., 6.75%, 10/15/1999                                        975,850
                    -----------------------------------------------------------------
    919,000         PepsiCo, Inc., 5.625%, 7/1/1995                                          917,787
                    -----------------------------------------------------------------   ------------
                    Total                                                                  2,740,561
                    -----------------------------------------------------------------   ------------
                    FINANCIAL SERVICES--2.0%
                    -----------------------------------------------------------------
  1,500,000         Ford Motor Credit Corp., 5.625%, 3/3/1997                              1,455,660
                    -----------------------------------------------------------------
    437,000         General Motors Acceptance Corp., 9.75%
                    (Callable 5/15/1996 @ par), 5/15/1999                                    448,441
                    -----------------------------------------------------------------
  1,000,000         Norwest Financial, Inc., 6.25%, 2/15/1997                                984,280
                    -----------------------------------------------------------------
    437,000         TNE Funding, 9.00%, 5/1/1995                                             438,744
                    -----------------------------------------------------------------   ------------
                    Total                                                                  3,327,125
                    -----------------------------------------------------------------   ------------
                    HEALTH CARE--0.6%
                    -----------------------------------------------------------------
  1,000,000         Upjohn Co., 5.875%, 4/15/2000                                            927,400
                    -----------------------------------------------------------------   ------------
                    PHARMACEUTICAL-HEALTH CARE--0.8%
                    -----------------------------------------------------------------
  1,400,000         American Home Products, 7.70%, 2/15/2000                               1,411,970
                    -----------------------------------------------------------------   ------------
                    PUBLISHING-PRINTING--0.8%
                    -----------------------------------------------------------------
  1,500,000         Gannett, Inc., 5.25%, 3/1/1998                                         1,418,775
                    -----------------------------------------------------------------   ------------
</TABLE>
    


DG GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                   VALUE
- -----------         -----------------------------------------------------------------   ------------
<C>            <C>  <S>                                                                 <C>
CORPORATE BONDS--CONTINUED
- -------------------------------------------------------------------------------------
                    RAW MATERIALS--0.8%
                    -----------------------------------------------------------------
$   889,000         DuPont (E.I.) de Nemours & Co., 6.75%, 10/15/2002                   $    845,474
                    -----------------------------------------------------------------
    437,000         DuPont (E.I.) de Nemours & Co., 9.15%, 4/15/2000                         468,071
                    -----------------------------------------------------------------   ------------
                    Total                                                                  1,313,545
                    -----------------------------------------------------------------   ------------
                    RETAIL--1.5%
                    -----------------------------------------------------------------
    437,000         Sears, Roebuck & Co., 9.00%, 9/15/1996                                   448,615
                    -----------------------------------------------------------------
    437,000         Limited, Inc. 7.80%, 5/15/2002                                           438,678
                    -----------------------------------------------------------------
    437,000         Wal-Mart, Inc., 10.875% (Callable 8/15/1995 @ 102.51), 8/15/2000         456,097
                    -----------------------------------------------------------------
  1,200,000         Wal-Mart, Inc., 5.50%, 9/15/1997                                       1,155,744
                    -----------------------------------------------------------------   ------------
                    Total                                                                  2,499,134
                    -----------------------------------------------------------------   ------------
                    SHELTER--0.3%
                    -----------------------------------------------------------------
    437,000         Kimberly Clark Corp., 9.125%, 6/1/1997                                   454,580
                    -----------------------------------------------------------------   ------------
                    TECHNOLOGY--0.5%
                    -----------------------------------------------------------------
    437,000         Boeing Co., 8.375%, 3/1/1996                                             443,756
                    -----------------------------------------------------------------
    437,000         Texas Instruments, Inc., 9.25%, 6/15/2003                                474,770
                    -----------------------------------------------------------------   ------------
                    Total                                                                    918,526
                    -----------------------------------------------------------------   ------------
                    UTILITIES--4.4%
                    -----------------------------------------------------------------
  1,000,000         Alabama Power Co., 6.75% (Callable 2/1/1998 @ 101.60), 2/1/2003          934,050
                    -----------------------------------------------------------------
    437,000         ALLTEL Corp., 10.375%, 4/1/2009                                          467,284
                    -----------------------------------------------------------------
  1,500,000         GTE California, 6.25%, 1/15/1998                                       1,457,400
                    -----------------------------------------------------------------
  1,500,000         New England Telephone & Telegraph Co., 6.25%, 12/15/1997               1,461,060
                    -----------------------------------------------------------------
  1,500,000         Northern States Power Co., 5.50%, 2/1/1999                             1,403,145
                    -----------------------------------------------------------------
</TABLE>
    


DG GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                   VALUE
- -----------         -----------------------------------------------------------------   ------------
<C>            <C>  <S>                                                                 <C>
CORPORATE BONDS--CONTINUED
- -------------------------------------------------------------------------------------
                    UTILITIES--CONTINUED
                    -----------------------------------------------------------------
$ 1,000,000         Pacific Gas and Electric Co., 6.25%, 3/1/2004                       $    898,670
                    -----------------------------------------------------------------
  1,000,000         Southern California Edison Co., 5.625%, 10/1/2002                        881,260
                    -----------------------------------------------------------------   ------------
                    Total                                                                  7,502,869
                    -----------------------------------------------------------------   ------------
                    TOTAL CORPORATE BONDS (IDENTIFIED COST, $26,590,326)                  25,662,101
                    -----------------------------------------------------------------   ------------
GOVERNMENT AGENCIES--0.9%
- -------------------------------------------------------------------------------------
  1,500,000         Federal Home Loan Mortgage Corp., 6.50% (Callable 6/15/1995 @
                    par), 6/15/1999 (IDENTIFIED COST, $1,511,250)                          1,501,830
                    -----------------------------------------------------------------   ------------
U.S. TREASURY OBLIGATIONS--75.0%
- -------------------------------------------------------------------------------------
                    U.S. TREASURY BONDS--19.9%
                    -----------------------------------------------------------------
  9,000,000         7.125%, 2/15/2023                                                      8,573,310
                    -----------------------------------------------------------------
  3,000,000         7.25%, 8/15/2022                                                       2,896,140
                    -----------------------------------------------------------------
 11,000,000         7.50%, 11/15/2016                                                     10,903,310
                    -----------------------------------------------------------------
 11,000,000         7.625%, 11/15/2022                                                    11,107,140
                    -----------------------------------------------------------------   ------------
                    Total                                                                 33,479,900
                    -----------------------------------------------------------------   ------------
                    U.S. TREASURY NOTES--55.1%
                    -----------------------------------------------------------------
 10,000,000         4.00%, 1/31/1996                                                       9,788,200
                    -----------------------------------------------------------------
  4,000,000         5.00%, 1/31/1999                                                       3,727,760
                    -----------------------------------------------------------------
  3,000,000         5.875%, 3/31/1999                                                      2,878,380
                    -----------------------------------------------------------------
  8,000,000         5.875%, 5/15/1995                                                      8,000,880
                    -----------------------------------------------------------------
  8,000,000         6.375%, 8/15/2002                                                      7,622,720
                    -----------------------------------------------------------------
 10,000,000         7.50%, 10/31/1999                                                     10,171,100
                    -----------------------------------------------------------------
 15,000,000         7.50%, 2/15/2005                                                      15,295,650
                    -----------------------------------------------------------------
  5,000,000         7.875%, 11/15/2004                                                     5,226,450
                    -----------------------------------------------------------------
  7,000,000         7.875%, 8/15/2001                                                      7,260,610
                    -----------------------------------------------------------------
</TABLE>
    


DG GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                   VALUE
- -----------         -----------------------------------------------------------------   ------------
<C>            <C>  <S>                                                                 <C>
U.S. TREASURY OBLIGATIONS--CONTINUED
- -------------------------------------------------------------------------------------
                    U.S. TREASURY NOTES--CONTINUED
                    -----------------------------------------------------------------
$13,000,000         8.00%, 1/15/1997                                                    $ 13,285,480
                    -----------------------------------------------------------------
  5,000,000         8.50%, 11/15/2000                                                      5,326,850
                    -----------------------------------------------------------------
  4,000,000         9.375%, 4/15/1996                                                      4,121,880
                    -----------------------------------------------------------------   ------------
                    Total                                                                 92,705,960
                    -----------------------------------------------------------------   ------------
                    TOTAL U.S. TREASURY OBLIGATIONS (IDENTIFIED COST, $128,112,540)      126,185,860
                    -----------------------------------------------------------------   ------------
*REPURCHASE AGREEMENT--7.9%
- -------------------------------------------------------------------------------------
 13,247,700         Cantor, Fitzgerald Securities Corp., 6.05%, dated 2/28/1995,
                    due 3/1/1995 (AT AMORTIZED COST)                                      13,247,700
                    -----------------------------------------------------------------   ------------
                    TOTAL INVESTMENTS (IDENTIFIED COST, $169,461,816)                   $166,597,491+
                    -----------------------------------------------------------------   ------------
</TABLE>
    

* The repurchase agreement is fully collateralized by U.S. Treasury obligations
  based on market prices at the date of the portfolio.

   
+ The cost of investments for federal tax purposes amounts to $169,461,816. The
  unrealized depreciation of investments on a federal tax basis amounts to
  $2,864,325, which is comprised of $1,328,215 appreciation and $4,192,540
  depreciation at February 28, 1995.
    

   
Note: The categories of investments are shown as a percentage of net assets
      ($168,313,485) at February 28, 1995.
    

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


DG GOVERNMENT INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES
   
FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                    <C>         <C>
ASSETS:
- -------------------------------------------------------------------------------
Investments in securities, at value (identified cost and tax cost,
  $169,461,816)                                                                    $166,597,491
- -------------------------------------------------------------------------------
Cash                                                                                         51
- -------------------------------------------------------------------------------
Income receivable                                                                     2,140,047
- -------------------------------------------------------------------------------
Receivable for shares sold                                                               20,511
- -------------------------------------------------------------------------------
Deferred expenses                                                                        18,042
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   168,776,142
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable for shares redeemed                                            $432,827
- --------------------------------------------------------------------
Accrued expenses                                                         29,830
- --------------------------------------------------------------------   --------
     Total liabilities                                                                  462,657
- -------------------------------------------------------------------------------    ------------
Net Assets for 17,772,717 shares outstanding                                       $168,313,485
- -------------------------------------------------------------------------------    ------------
NET ASSETS CONSISTS OF:
- -------------------------------------------------------------------------------
Paid in capital                                                                    $173,367,892
- -------------------------------------------------------------------------------
Net unrealized depreciation of investments                                           (2,864,325)
- -------------------------------------------------------------------------------
Accumulated net realized loss on investments                                         (2,363,158)
- -------------------------------------------------------------------------------
Undistributed net investment income                                                     173,076
- -------------------------------------------------------------------------------    ------------
     Total Net Assets                                                              $168,313,485
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
Net Asset Value Per Share ($168,313,485 / 17,772,717 shares outstanding)                  $9.47
- -------------------------------------------------------------------------------    ------------
Offering Price Per Share (100/98.00 of $9.47)*                                            $9.66
- -------------------------------------------------------------------------------    ------------
</TABLE>
    

   
* See "What Shares Cost."
    

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


DG GOVERNMENT INCOME FUND

STATEMENT OF OPERATIONS
   
YEAR ENDED FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                    <C>           <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------
Interest                                                                             $ 9,997,796
- ---------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------
Investment advisory fee                                                $  926,421
- --------------------------------------------------------------------
Administrative personnel and services fee                                 193,697
- --------------------------------------------------------------------
Custodian fees                                                             12,394
- --------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                   27,816
- --------------------------------------------------------------------
Directors'/Trustees' fees                                                   2,296
- --------------------------------------------------------------------
Auditing fees                                                              12,515
- --------------------------------------------------------------------
Legal fees                                                                  2,622
- --------------------------------------------------------------------
Portfolio accounting fees                                                  45,130
- --------------------------------------------------------------------
Share registration costs                                                   37,753
- --------------------------------------------------------------------
Printing and postage                                                       12,238
- --------------------------------------------------------------------
Insurance premiums                                                          6,396
- --------------------------------------------------------------------
Miscellaneous                                                               5,926
- --------------------------------------------------------------------   ----------
     Total expenses                                                     1,285,204
- --------------------------------------------------------------------
Deduct--Waiver of investment advisory fee                                 231,605
- --------------------------------------------------------------------   ----------
     Net expenses                                                                      1,053,599
- ---------------------------------------------------------------------------------    -----------
          Net investment income                                                        8,944,197
- ---------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ---------------------------------------------------------------------------------
Net realized loss on investments                                                      (2,301,667)
- ---------------------------------------------------------------------------------
Net change in unrealized depreciation of investments                                  (2,720,070)
- ---------------------------------------------------------------------------------    -----------
     Net realized and unrealized loss on investments                                  (5,021,737)
- ---------------------------------------------------------------------------------    -----------
          Change in net assets resulting from operations                             $ 3,922,460
- ---------------------------------------------------------------------------------    -----------
</TABLE>
    

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


DG GOVERNMENT INCOME FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                  ----------------------------
                                                                  FEBRUARY 28,    FEBRUARY 28,
                                                                      1995            1994
                                                                  ------------    ------------
<S>                                                               <C>             <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------
Net investment income                                             $ 8,944,197     $ 5,123,208
- ---------------------------------------------------------------
Net realized gain (loss) on investments ($181,520 net loss and
$924,978 net gain, respectively, as computed for federal tax
purposes)                                                          (2,301,667)        863,884
- ---------------------------------------------------------------
Net change in unrealized depreciation of investments               (2,720,070)     (2,189,669)
- ---------------------------------------------------------------   -----------     -----------
     Change in net assets resulting from operations                 3,922,460       3,797,423
- ---------------------------------------------------------------   -----------     -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------
Distributions from net investment income                           (8,775,580)     (5,120,294)
- ---------------------------------------------------------------
Distributions from net realized gains                                      --      (2,324,618)
- ---------------------------------------------------------------
Distributions in excess of net realized gains                              --         (61,491)
- ---------------------------------------------------------------   -----------     -----------
     Change in net assets resulting from distributions to
       shareholders                                                (8,775,580)     (7,506,403)
- ---------------------------------------------------------------   -----------     -----------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------
Proceeds from sale of shares                                      101,532,823      78,872,953
- ---------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                              3,719,989       3,614,024
- ---------------------------------------------------------------
Cost of shares redeemed                                           (50,781,330)    (71,518,109)
- ---------------------------------------------------------------   -----------     -----------
     Change in net assets resulting from share transactions        54,471,482      10,968,868
- ---------------------------------------------------------------   -----------     -----------
          Change in net assets                                     49,618,362       7,259,888
- ---------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------
Beginning of period                                               118,695,123     111,435,235
- ---------------------------------------------------------------   -----------     -----------
End of period (including undistributed net investment income of
$173,076 and $4,459, respectively)                               $168,313,485    $118,695,123
- ---------------------------------------------------------------   -----------     -----------
</TABLE>
    

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


DG GOVERNMENT INCOME FUND

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

   
DG Investor Series (the "Trust") is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of six diversified portfolios. The financial statements
included herein present only those of DG Government Income Fund (the "Fund").
The financial statements of the other portfolios are presented separately. The
assets of each portfolio are segregated and a shareholder's interest is limited
to the portfolio in which shares are held.
    

(2) SIGNIFICANT ACCOUNTING POLICIES

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

  INVESTMENT VALUATIONS--U.S. government securities are generally valued at the
  mean between the over-the-counter bid and asked prices as furnished by an
  independent pricing service. Listed corporate bonds (and other fixed-income
  and asset-backed securities), unlisted securities (and other fixed-income and
  asset-backed securities and/or private placements), and short-term securities
  are valued at the prices provided by an independent pricing service.
  Short-term securities with remaining maturities of sixty days or less at the
  time of purchase may be valued at amortized cost, which approximates fair
  market value.

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

  The Fund will only enter into repurchase agreements with banks and other
  recognized financial institutions, such as broker/dealers, which are deemed by
  the Fund's adviser to be creditworthy pursuant to the guidelines and/or
  standards reviewed or established by the Board of Trustees (the "Trustees").

  Risks may arise from the potential inability of counterparties to honor the
  terms of the repurchase agreement. Accordingly, the Fund could receive less
  than the repurchase price on the sale of collateral securities.


DG GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

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

   
  FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
  Code applicable to regulated investment companies and to distribute to
  shareholders each year substantially all of its income. Accordingly, no
  provisions for federal tax are necessary. At February 28, 1995, the Fund, for
  federal tax purposes, had a capital loss carryforward of $181,520, which will
  reduce the Fund's taxable income arising from future net realized gain on
  investments, if any, to the extent permitted by the Code, and thus will reduce
  the amount of the distributions to shareholders which would otherwise be
  necessary to relieve the Fund of any liability for federal tax. Pursuant to
  the Code, such capital loss carryforward will expire as indicated below.
  Additionally, net capital losses of $2,181,240 attributable to security
  transactions incurred after October 31, 1994 are treated as arising on March
  1, 1995, the first day of the Fund's next taxable year.
    

   
         Expiration Year                                Expiration Amount
         ---------------                                -----------------
              2003                                           $181,520
    

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

   
  DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration
  of its shares in its first fiscal year, excluding the initial expense of
  registering the shares, have been deferred and are being amortized using the
  straight-line method not to exceed a period of five years from the Fund's
  commencement date.
    

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


DG GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

   
(3) SHARES OF BENEFICIAL INTEREST
    

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

   
<TABLE>
<CAPTION>
                                                                         YEAR ENDED
                                                               -------------------------------
                                                               FEBRUARY 28,       FEBRUARY 28,
                                                                   1995               1994
                                                               ------------       ------------
<S>                                                            <C>                <C>
- ------------------------------------------------------------
Shares sold                                                     10,805,072          7,738,340
- ------------------------------------------------------------
Shares issued to shareholders in payment of distributions
declared                                                           397,343            355,836
- ------------------------------------------------------------
Shares redeemed                                                 (5,423,669)        (6,968,280)
- ------------------------------------------------------------   ------------       ------------
  Net change resulting from share transactions                   5,778,746          1,125,896
- ------------------------------------------------------------   ------------       ------------
</TABLE>
    

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

   
INVESTMENT ADVISORY FEE--Deposit Guaranty National Bank, the Fund's investment
adviser (the "Adviser"), receives for its services an annual investment advisory
fee equal to .60 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive a portion of its fee. The Adviser can modify or
terminate this voluntarily waiver at any time at its sole discretion. Under the
terms of a sub-advisory agreement between the Adviser and the Trust Division of
Commercial National Bank, Commercial National Bank receives an annual fee from
the Adviser equal to .25 of 1% of the Fund's average daily net assets.
    

   
ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Trust
with certain administrative personnel and services. The FAS fee is based on the
level of average aggregate net assets of the Trust for the period. FAS may
voluntarily choose to waive a portion of its fee.
    

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

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

   
ORGANIZATIONAL EXPENSES--Organizational expenses ($21,681) were initially borne
by FAS. The Fund has agreed to reimburse FAS for the organizational expenses
during the five year period following July 20, 1992 (the date the Fund became
effective). For the year ended February 28, 1995, the Fund paid $3,530 pursuant
to this agreement.
    

   
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.
    


DG GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
year ended February 28, 1995, were as follows:

   
<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $91,962,430
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $43,239,680
- -------------------------------------------------------------------------------   -----------
</TABLE>
    


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

The Board of Trustees and Shareholders
DG INVESTOR SERIES:

   
We have audited the statement of assets and liabilities, including the portfolio
of investments of the DG Government Income Fund (a portfolio within DG Investor
Series) as of February 28, 1995, and the related statement of operations for the
period then ended, the statements of changes in net assets for the years ended
February 28, 1995 and 1994, and the financial highlights, which is presented on
page 2 of this prospectus, for the periods from August 3, 1992 (commencement of
operations) to February 28, 1995. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.
    

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

   
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the DG
Government Income Fund at February 28, 1995, and the results of its operations
for the year then ended, and the changes in its net assets and the financial
highlights for each of the periods listed above, in conformity with generally
accepted accounting principles.
    

                                                           KPMG PEAT MARWICK LLP

Pittsburgh, Pennsylvania
   
April 7, 1995
    


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

   
<TABLE>
<S>             <C>                                          <C>
                DG Government                                Federated Investors Tower
                Income Fund                                  Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------

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

Investment Adviser
                Deposit Guaranty National Bank               P.O. Box 23100
                                                             Jackson, Mississippi 39225-3100
- ------------------------------------------------------------------------------------------------

Sub-Adviser
                Commercial National Bank                     P.O. Box 21119
                                                             Shreveport, Louisiana 71152
- ------------------------------------------------------------------------------------------------

Custodian
                State Street Bank and                        P.O. Box 1713
                Trust Company                                Boston, Massachusetts 02105
- ------------------------------------------------------------------------------------------------

Transfer Agent, Dividend Disbursing Agent, and
Shareholder Servicing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------

Independent Auditors
                KPMG Peat Marwick LLP                        One Mellon Bank Center
                                                             Pittsburgh, Pennsylvania 15219
- ------------------------------------------------------------------------------------------------
</TABLE>




                                   DG
                                   GOVERNMENT
                                   INCOME FUND
- --------------------------------------------------------------------------
                                   PROSPECTUS

                                 A Diversified Portfolio of
                                 DG Investor Series,
                                 an Open-End Management
                                 Investment Company
                                      Deposit Guaranty
                                      National Bank
                                      Jackson, MS
                                      Investment Adviser
                                      Commercial
                                      National Bank
                                      Shreveport, LA
                                      Sub-Adviser
                                 APRIL 30, 1995

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

FEDERATED SECURITIES CORP.



(LOGO)

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



Distributor
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
2061002A (4/95)


The shares offered by this prospectus are not deposits or obligations of Deposit
Guaranty National Bank or Commercial National Bank, are not endorsed or
guaranteed by Deposit Guaranty National Bank or Commercial National 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.


DG MUNICIPAL INCOME FUND

(A PORTFOLIO OF DG INVESTOR SERIES)
PROSPECTUS

The shares of DG Municipal Income Fund (the "Fund") offered by this prospectus
represent interests in a diversified portfolio of DG Investor Series (the
"Trust"), an open-end, management investment company (a mutual fund).

The investment objective of the Fund is to provide dividend income that is
exempt from federal regular income tax. The Fund pursues its investment
objective by investing in municipal securities.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF DEPOSIT
GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL BANK, ARE NOT ENDORSED OR
GUARANTEED BY DEPOSIT GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL 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 dated April 30,
1995, with the Securities and Exchange Commission. 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
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling 1-800-530-7377.
    

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

   
Prospectus dated April 30, 1995
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
    Acceptable Investments                                                     3
       Characteristics                                                         4
       Participation Interests                                                 4
       Variable Rate Municipal Securities                                      4
       Municipal Leases                                                        4
    When-Issued and Delayed
       Delivery Transactions                                                   5
    Lending of Portfolio Securities                                            5
    Temporary Investments                                                      5
    Other Investment Techniques                                                5
  Municipal Securities                                                         5
  Investment Risks                                                             6
  Investment Limitations                                                       6

   
DG INVESTOR SERIES INFORMATION                                                 7
    
- ------------------------------------------------------

   
  Management of the Trust                                                      7
    
   
    Board of Trustees                                                          7
    
    Investment Adviser                                                         7
       Advisory Fees                                                           7
       Adviser's Background                                                    7
   
    Sub-Adviser                                                                8
    
   
       Sub-Advisory Fees                                                       8
    
       Sub-Adviser's Background                                                8
  Distribution of Fund Shares                                                  8
    Distribution Plan                                                          8
    Shareholder Servicing Arrangements                                         9

ADMINISTRATION OF THE FUND                                                     9
- ------------------------------------------------------

    Administrative Services                                                    9
   
    Custodian                                                                 10
    
    Transfer Agent, Dividend
       Disbursing Agent, and
   
       Shareholder Servicing Agent                                            10
    
    Independent Auditors                                                      10
  Brokerage Transactions                                                      10

NET ASSET VALUE                                                               10
- ------------------------------------------------------

INVESTING IN THE FUND                                                         10
- ------------------------------------------------------

  Share Purchases                                                             10
    Through the Banks                                                         10
  Minimum Investment Required                                                 11
  What Shares Cost                                                            11
    Purchases at Net Asset Value                                              11
    Sales Charge Reallowance                                                  11
  Reducing the Sales Charge                                                   12
    Quantity Discounts and
       Accumulated Purchases                                                  12
    Letter of Intent                                                          12
   
    Reinvestment Privilege                                                    12
    
   
    Purchases with Proceeds from Redemptions
       of Unaffiliated Investment Companies                                   13
    
   
    Concurrent Purchases                                                      13
    
   
  Systematic Investment Program                                               13
    
  Certificates and Confirmations                                              13
  Dividends and Distributions                                                 13

   
EXCHANGE PRIVILEGE                                                            13
    
- ------------------------------------------------------

   
  DG Investor Series                                                          13
    
   
  Exchanging Shares                                                           14
    

REDEEMING SHARES                                                              14
- ------------------------------------------------------

   
  Through the Banks                                                           14
    
   
    By Telephone                                                              14
    
    By Mail                                                                   15
    Signatures                                                                15
   
  Systematic Withdrawal Program                                               15
    
  Accounts With Low Balances                                                  16

SHAREHOLDER INFORMATION                                                       16
- ------------------------------------------------------

  Voting Rights                                                               16
  Massachusetts Partnership Law                                               16

EFFECT OF BANKING LAWS                                                        17
- ------------------------------------------------------

TAX INFORMATION                                                               17
- ------------------------------------------------------

  Federal Income Tax                                                          17
  Other State and Local Taxes                                                 18

PERFORMANCE INFORMATION                                                       18
- ------------------------------------------------------

   
FINANCIAL STATEMENTS                                                          19
    
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  31
    
- ------------------------------------------------------

   
ADDRESSES                                                                     32
    
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                                    <C>
                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).........    2.00%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)...............................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds as applicable)..............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)..................     None
Exchange Fee........................................................................     None

                               ANNUAL FUND OPERATING EXPENSES
                           (As a percentage of average net assets)
Management Fee (after waiver)(1)....................................................    0.25%
12b-1 Fees(2).......................................................................    0.00%
Total Other Expenses................................................................    0.48%
    Total Fund Operating Expenses(3)................................................    0.73%
</TABLE>
    

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

(2) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not accrue or pay 12b-1 fees until a separate class of
shares has been created for certain institutional investors. The Fund can pay up
to 0.35% as a 12b-1 fee to the distributor.

   
(3) The Annual Fund Operating Expenses were 0.75% for the fiscal year ended
February 28, 1995. The Annual Fund Operating Expenses in the above table reflect
a reduction in the voluntary waiver of the investment advisory fee for the
fiscal year ending February 29, 1996. The Total Fund Operating Expenses are
anticipated to be 1.08% absent the voluntary waiver of the investment advisory
fee.
    

     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "DG INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

   
<TABLE>
<CAPTION>
                          EXAMPLE                           1 year  3 years  5 years 10 years
- ----------------------------------------------------------------------------------------------
<S>                                                        <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return, (2) redemption at the end of
each time period, and (3) payment of the maximum sales
  load..................................................... $    27 $    43 $    60  $   109
</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 FUND'S FISCAL YEAR ENDING FEBRUARY
29, 1996.
    


DG MUNICIPAL INCOME FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Report of KPMG Peat Marwick LLP, Independent Auditors,
on page 31.
    

   
<TABLE>
<CAPTION>
                                                                               YEAR ENDED FEBRUARY 28,
                                                                            -----------------------------
                                                                             1995       1994      1993(A)
                                                                            ------     ------     -------
<S>                                                                         <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                        $10.57     $10.51     $10.00
- --------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------
  Net investment income                                                       0.49       0.48       0.07
- --------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                     (0.43)      0.08       0.49
- --------------------------------------------------------------------------  ------     ------      -----
  Total from investment operations                                            0.06       0.56       0.56
- --------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------
  Distributions from net investment income                                   (0.48)     (0.49)     (0.05)
- --------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions               --      (0.01)      --
- --------------------------------------------------------------------------  ------     ------      -----
  Total distributions                                                        (0.48)     (0.50)     (0.05)
- --------------------------------------------------------------------------  ------     ------      -----
NET ASSET VALUE, END OF PERIOD                                              $10.15     $10.57     $10.51
- --------------------------------------------------------------------------  ------     ------      -----
TOTAL RETURN(B)                                                               0.81%      5.34%      5.65%
- --------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------
  Expenses                                                                    0.75%      0.74%      0.48%(c)
- --------------------------------------------------------------------------
  Net investment income                                                       4.93%      4.60%      4.11%(c)
- --------------------------------------------------------------------------
  Expense waiver/reimbursement(d)                                             0.41%      0.67%      1.02%(c)
- --------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------
  Net assets end of period, (000 omitted)                                   $41,542    $34,435    $15,644
- --------------------------------------------------------------------------
  Portfolio turnover                                                             9%         9%        93%
- --------------------------------------------------------------------------
</TABLE>
    

   
(a) Reflects operations for the period from December 21, 1992 (date of initial
    public investment) to February 28, 1993.
    

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

(c) Computed on an annualized basis.

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

   
Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended February 28, 1995, which can be obtained
free of charge.
    

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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated February 7, 1992. 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.

Shares of the Fund are designed for retail and trust customers of Deposit
Guaranty National Bank and Commercial National Bank and their affiliates as a
convenient means of participating in a professionally managed, diversified
portfolio consisting primarily of government securities. A minimum initial
investment of $1,000 is required.

Fund shares are sold at net asset value plus an applicable sales charge and are
redeemed at net asset value.

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide dividend income that is
exempt from federal regular income tax. Interest income of the Fund that is
exempt from federal regular income tax retains its tax-free status when
distributed to the Fund's shareholders. This investment objective cannot be
changed without the approval of the Fund's shareholders. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing in municipal securities.
As a matter of investment policy, which may not be changed without shareholder
approval, under normal circumstances, the Fund will be invested so that at least
80% of the income from investments will be exempt from federal regular income
tax or that at least 80% of its net assets are invested in obligations, the
interest from which is exempt from federal regular income tax.

Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees ("Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.

ACCEPTABLE INVESTMENTS.  The municipal securities in which the Fund invests are:

     - debt obligations and municipal leases issued by or on behalf of any
       state, territory, or possession of the United States, including the
       District of Columbia, or any political subdivision of any of them; and

     - participation interests, as described below, in any of the above
       obligations,

the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund and/or the investment adviser to the Fund,
exempt from federal regular income tax.


     CHARACTERISTICS.  The municipal securities in which the Fund invests are:

   
     - rated "investment grade," i.e., Baa or better by Moody's Investors
       Service, Inc. ("Moody's"), or BBB or better by Standard & Poor's Ratings
       Group ("S&P") or Fitch Investors Service, Inc. ("Fitch");
    

     - guaranteed at the time of purchase by the U.S. government, its agencies
       or instrumentalities, as to the payment of principal and interest;

     - fully collateralized by an escrow of U.S. government or other securities
       acceptable to the Fund's investment adviser;

     - rated at the time of purchase within Moody's highest short-term municipal
       obligation rating (MIG1/VMIG1) or Moody's highest municipal commercial
       paper rating (P-1) or S&P's highest short-term municipal commercial paper
       rating (SP-1) or Fitch's highest tax-exempt municipal obligation rating
       (FIN-1);

     - unrated if, at the time of purchase, longer term municipal securities of
       the issuer are rated Baa or better by Moody's or BBB or better by S&P or
       Fitch (however, investments in unrated securities will not exceed 20% of
       the Fund's total assets); or

     - determined by the Fund's investment adviser to be equivalent to municipal
       securities which are rated Baa or better by Moody's or BBB or better by
       S&P or Fitch.

   
It should be noted that securities rated BBB by S&P or Baa by Moody's are
considered to have speculative characteristics. Changes in economic conditions
or other circumstances are more likely to lead to weakened capacity to make
principal and interest payments than higher rated bonds. A description of the
rating categories is contained in the Appendix to the Statement of Additional
Information. The prices of fixed income securities fluctuate inversely to the
direction of interest rates.
    

     PARTICIPATION INTERESTS.  The Fund may purchase participation interests
     from financial institutions such as commercial banks, savings and loan
     associations, and insurance companies. These participation interests give
     the Fund an undivided interest in municipal securities. The financial
     institutions from which the Fund purchases participation interests
     frequently provide or secure irrevocable letters of credit or guarantees to
     assure that the participation interests are of high quality. The Trustees
     will determine that participation interests meet the prescribed quality
     standards for the Fund.

     VARIABLE RATE MUNICIPAL SECURITIES.  The Fund may purchase municipal
     securities that have variable interest rates. Variable interest rates are
     ordinarily stated as a percentage of a published interest rate, interest
     rate index, or some similar standard, such as the 91-day U.S. Treasury bill
     rate.

     Many variable rate municipal securities are subject to payment of principal
     on demand by the Fund, usually in not more than seven days. All variable
     rate municipal securities will meet the quality standards for the Fund.

     MUNICIPAL LEASES.  Municipal leases are obligations issued by state and
     local governments or authorities to finance the acquisition of equipment
     and facilities and may be considered to be illiquid. They may take the form
     of a lease, an installment purchase contract, or a conditional sales
     contract.


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

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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both,
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 adviser has determined are creditworthy under guidelines
established by the Trustees, and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the portfolio
securities loaned at all times.

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

TEMPORARY INVESTMENTS.  From time to time, on a temporary basis, or when the
investment adviser determines that market conditions call for a temporary
defensive posture, the Fund may invest in short-term tax-exempt or taxable
temporary investments. These temporary investments include: fixed or variable
rate notes issued by or on behalf of municipal or corporate issuers; obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities;
other debt securities; securities of other investment companies; commercial
paper; certificates of deposit, demand and time deposits, bankers' acceptances,
deposit notes, and other instruments of domestic and foreign banks and other
deposit institutions ("Bank Instruments"); and repurchase agreements
(arrangements in which the institution selling the Fund a bond or temporary
investment agrees at the time of sale to repurchase it at a mutually agreed upon
time and price). There are no rating requirements applicable to temporary
investments.

Although the Fund is permitted to make taxable, temporary investments, there is
no current intention of generating income subject to federal regular income tax.

OTHER INVESTMENT TECHNIQUES.  The Fund may purchase a right to sell a security
held by it back to the issuer or to another party at an agreed upon price at any
time during a stated period or on a certain date. These rights may be referred
to as "liquidity puts" or "standby commitments."

MUNICIPAL SECURITIES

Municipal securities are generally issued to finance public works such as
airports, bridges, highways, housing, hospitals, mass transportation projects,
schools, streets, and water and sewer works. They are


also issued to repay outstanding obligations, to raise funds for general
operating expenses, and to make loans to other public institutions and
facilities.

Municipal securities include industrial development bonds issued by or on behalf
of public authorities to provide financing aid to acquire sites or construct and
equip facilities for privately or publicly owned corporations. The availability
of this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

INVESTMENT RISKS

Yields on municipal securities depend on a variety of factors, including: the
general conditions of the money market and the taxable and municipal bond
markets; the size of the particular offering; the maturity of the obligations;
and the rating of the issue. The ability of the Fund to achieve its investment
objective also depends on the continuing ability of the issuers of municipal
securities and participation interests, or the guarantors of either, to meet
their obligations for the payment of interest and principal when due.

INVESTMENT LIMITATIONS

The Fund will not:

     - borrow money directly or through reverse repurchase agreements
       (arrangements in which the Fund sells a portfolio instrument for a
       percentage of its cash value with an agreement to buy it back on a set
       date) or pledge securities except, under certain circumstances, the Fund
       may borrow money and engage in reverse repurchase agreements in amounts
       up to one-third of the value of its total assets and pledge up to 15% of
       its total assets to secure such borrowings.

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

The Fund will not:

     - invest more than 15% of its total assets in securities subject to
       restrictions on resale under the Securities Act of 1933, except for
       commercial paper issued under Section 4(2) of the Securities Act of 1933
       and certain other restricted securities which meet the criteria for
       liquidity as established by the Trustees; or

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


DG INVESTOR SERIES INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES.  The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising all
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.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Deposit Guaranty National Bank,
the Fund's investment adviser (the "Adviser"), subject to direction by the
Trustees. The Adviser, in consultation with the sub-adviser, continually
conducts investment research and supervision for the Fund and is responsible for
the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The Fund's Adviser receives an annual investment advisory
     fee equal to .60 of 1% of the Fund's average daily net assets. The
     investment advisory contract provides for the voluntary waiver of expenses
     by the adviser from time to time. The adviser has undertaken to waive up to
     the amount of the advisory fee for operating expenses in excess of
     limitations established by certain states. The adviser may voluntarily
     choose to waive a portion of its fees or reimburse the Fund for certain
     other expenses, but reserves the right to terminate such waiver or
     reimbursement at any time at its sole discretion.

     ADVISER'S BACKGROUND.  Deposit Guaranty National Bank, a national banking
     association formed in 1925, is a subsidiary of Deposit Guaranty Corp
     ("DGC"). Through its subsidiaries and affiliates, DGC offers a full range
     of financial services to the public including commercial lending,
     depository services, cash management, brokerage services, retail banking,
     mortgage banking, investment advisory services and trust services. Deposit
     Guaranty National Bank has served as the Trust's investment adviser since
     May 5, 1992.

   
     As of December 31, 1994, the Trust Division of Deposit Guaranty National
     Bank had approximately $9.1 billion under administration, of which it had
     investment discretion over $1.4 billion. Deposit Guaranty National Bank has
     served as the Trust's investment adviser since May 5, 1992.
    

     As part of their regular banking operations, Deposit Guaranty National Bank
     and Commercial National Bank, the Fund's sub-adviser, may make loans to
     public companies. Thus, it may be possible, from time to time, for the Fund
     to hold or acquire the securities of issuers which are also lending clients
     of Deposit Guaranty National Bank and Commercial National Bank. The lending
     relationships will not be a factor in the selection of securities.

     William A. Womack is a Vice President and Trust Investment Officer, and has
     been with Deposit Guaranty National Bank for ten years. Mr. Womack spent
     eight years prior to joining Deposit Guaranty in the investment brokerage
     business. A graduate of Louisiana State University, he received a B.S. in
     Finance, with a minor in Economics. Mr. Womack is a member of the
     Mississippi Chapter of the Memphis Society of Financial Analysts. Mr.
     Womack has managed the DG Municipal Income Fund since December 21, 1992
     (the inception of the Fund).


SUB-ADVISER.  Under the terms of a sub-advisory agreement between Deposit
Guaranty National Bank and Commercial National Bank (the "Sub-Adviser"), the
Sub-Adviser will furnish to the Adviser such investment advice, statistical and
other factual information as may be requested by Adviser. The portfolio managers
from the Trust Divisions of Deposit Guaranty National Bank and Commercial
National Bank will form an investment committee (the "Deposit Guaranty Asset
Management Group") to discuss investment strategies and evaluate securities and
the economic outlook.

     SUB-ADVISORY FEES.  For its services under the sub-advisory agreement, the
     Sub-Adviser receives an annual fee from the Adviser equal to 0.25 of 1% of
     the average daily net assets of the Fund. The sub-advisory fee is accrued
     daily and paid monthly. In the event that the fee due from the Trust to the
     Adviser on behalf of the Fund is reduced in order to meet expense
     limitations imposed on the Fund by state securities laws and regulations,
     the sub-advisory fee will be reduced by one-half of said reduction.
     Notwithstanding any other provision in the sub-advisory agreement, the Sub-
     Adviser may, from time to time and for such periods as it deems
     appropriate, reduce its compensation (and, if appropriate, assume expenses
     of the Fund or class of the Fund) to the extent that the Fund's expenses
     exceed such lower expense limitation as the Sub-Adviser may, by notice to
     the Trust on behalf of the Fund, voluntarily declare to be effective.

   
     SUB-ADVISER'S BACKGROUND.  Commercial National Bank, a national banking
     association which received its charter in 1886, is a subsidiary of DGC. As
     of December 31, 1994, the Trust Division at Commercial National Bank had
     approximately $1.2 billion in trust assets under administration, of which
     it had investment discretion over $856 million. Commercial National Bank
     has served as sub-adviser to DG Government Income Fund, DG Limited Term
     Government Income Fund, and DG Equity Fund since July 20, 1992, to the Fund
     since December 12, 1992, and DG Opportunity Fund since May 25, 1994, each a
     portfolio of the Trust.
    

DISTRIBUTION OF FUND 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.  Under a distribution plan adopted in accordance with the
Investment Company Act Rule 12b-1 (the "Plan"), the Fund will pay to the
distributor an amount computed at an annual rate of 0.35 of 1% of the average
daily net asset value of the Fund to finance any activity which is principally
intended to result in the sale of shares subject to the Plan.

The distributor may, from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the shares exceed such lower expense limitation as
the distributor may, by notice to the Trust, voluntarily declare to be
effective.

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide distribution and/or administrative services as agents for their
clients or customers. Administrative services may include, but are not limited
to, the following functions: 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;
assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as may reasonably be requested.

The distributor will pay financial institutions a fee based upon shares subject
to the Plan and 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 distributor.

The Fund's 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 form future payments made by the Fund
under the Plan.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustees will consider appropriate changes in the services.

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

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions a fee with respect to the average net asset value of shares held by
their customers for providing administrative services. This fee, if paid, will
be reimbursed by the Adviser and not the Fund.

ADMINISTRATION OF THE FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE SERVICES.  Federated Administrative Services, which is a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
shareholder servicing and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate:

<TABLE>
<CAPTION>
       MAXIMUM                     AVERAGE AGGREGATE DAILY
 ADMINISTRATIVE FEE                NET ASSETS OF THE TRUST
- ---------------------        ------------------------------------
<S>                          <C>
     .150 of 1%                   on the first $250 million
     .125 of 1%                    on the next $250 million
     .100 of 1%                    on the next $250 million
     .075 of 1%              on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall aggregate at least
$100,000 per Fund. Federated Administrative Services may choose voluntarily to
reimburse a portion of its fee at any time.


CUSTODIAN.  State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER SERVICING AGENT.
 Federated Services Company, Pittsburgh, Pennsylvania, is transfer agent for the
shares of the Fund, dividend disbursing agent for the Fund, and shareholder
servicing agent for the Fund.

   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.
    

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally 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 Adviser 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 Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Trustees.

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

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. Fund shares may be ordered by
telephone through procedures established with Commercial National Bank and
Deposit Guaranty National Bank (collectively, the "Banks") in connection with
qualified account relationships. Such procedures may include arrangements under
which certain accounts are swept periodically and amounts exceeding an
agreed-upon minimum are invested automatically in Fund shares. Texas residents
must purchase shares of the Fund through Federated Securities Corp. at
1-800-356-2805. The Fund reserves the right to reject any purchase request.

THROUGH THE BANKS.  To place an order to purchase Fund shares, open an account
by calling Deposit Guaranty National Bank at (800)748-8500 or Commercial
National Bank at (800)274-1907. Information needed to establish the account will
be taken over the telephone.

Payment may be made by either check, federal funds or by debiting a customer's
account at the Banks. Purchase orders must be received by 4:00 p.m. (Eastern
time). Payment is required before 4:00 p.m. (Eastern time) on the next business
day in order to earn dividends for that day. Payment is considered


received after payment by check is converted into federal funds and received by
the Banks, normally the next business day. When payment is made with federal
funds, the payment is considered received when federal funds are received by the
Banks or available in the customer's account.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in any amounts of $100 or more. The Fund may waive the initial minimum
investment for employees of DGC and its affiliates from time to time.

WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received, plus a sales charge as follows:

<TABLE>
<CAPTION>
                                                 SALES CHARGE AS            SALES CHARGE AS
                                                 A PERCENTAGE OF            A PERCENTAGE OF
             AMOUNT OF TRANSACTION            PUBLIC OFFERING PRICE       NET AMOUNT INVESTED
    ---------------------------------------- -----------------------   --------------------------
    <S>                                      <C>                       <C>
    Less than $100,000......................          2.00%                      2.04%
    $100,000 but less than $250,000.........          1.75%                      1.78%
    $250,000 but less than $500,000.........          1.50%                      1.52%
    $500,000 but less than $750,000.........          1.25%                      1.27%
    $750,000 but less than $ 1 million......          1.00%                      1.01%
    $1 million but less than $2 million.....          0.50%                      0.50%
    $2 million or more......................          0.25%                      0.25%
</TABLE>

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) on the
following federal holidays: New Year's Day, Martin Luther King Day, Presidents'
Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving Day and Christmas Day. In addition, the net asset value will not be
calculated on Good Friday.

   
PURCHASES AT NET ASSET VALUE.  Shares of the Fund may be purchased at net asset
value, without a sales charge by: the Trust Division of the Banks for funds
which are held in a fiduciary, agency, custodial, or similar capacity; non-trust
customers of financial advisers; Trustees and employees of the Fund, the Banks
or Federated Securities Corp. or their affiliates and their spouses and children
under 21; current and retired directors of the Banks; or any bank or investment
dealer who has a sales agreement with Federated Securities Corp. with regard to
the Fund.
    

   
SALES CHARGE REALLOWANCE.  For sales of shares of the Fund, the Banks or any
authorized dealer will normally receive up to 100% of the applicable sales
charge. Any portion of the sales charge which is not paid to the Banks or
authorized dealers will be retained by the distributor. The distributor will,
periodically, uniformly offer to pay cash or promotional incentives in the form
of trips to sales seminars at luxury resorts, tickets or other items to all
dealers selling shares of the Fund. Such payments will be predicated upon the
amount of shares of the Fund that are sold by the dealer.
    


The sales charge for shares sold other than through the Banks or registered
broker/dealers will be retained by the distributor. The distributor may pay fees
to the Banks out of the sales charge in exchange for sales and/or administrative
services performed on behalf of the Banks' customers in connection with the
initiation of customer accounts and purchases of Fund shares.

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Fund shares through:

     - quantity discounts and accumulated purchases;

     - signing a 13-month letter of intent;

     - using the reinvestment privilege; or

     - concurrent purchases.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table above,
larger purchases reduce the sales charge paid. The Fund will combine purchases
made on the same day by the investor, his spouse, and his children under age 21
when it calculates the sales charge. In addition, the sales charge, if
applicable, is reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.

If an additional purchase of Fund shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$90,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 1.75%, not 2.00%.

To receive the sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the purchase
is made that Fund shares are already owned or that purchases are being combined.
The Fund will reduce the sales charge after it confirms the purchases. LETTER OF
INTENT.  If a shareholder intends to purchase at least $100,000 of shares in the
funds in the Trust over the next 13 months, the sales charge may be reduced by
signing a letter of intent to that effect. This letter includes a provision for
a sales charge adjustment depending on the amount actually purchased within the
13-month period and a provision for the custodian to hold 2.00% of the total
amount intended to be purchased in escrow (in shares) until such purchase is
completed.

The 2.00% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent is
not purchased. In this event, an appropriate number of escrowed shares may be
redeemed in order to realize the difference in the sales charge.

   
This letter of intent will not obligate the shareholder to purchase shares, but
if he does, each purchase during the period will be at the sales charge
applicable to the total amount intended to be purchased. The current balance in
the shareholder's account will provide a purchase credit towards fulfillment of
the letter of intent.
    

REINVESTMENT PRIVILEGE.  If shares in the Fund have been redeemed, the
shareholder has a one-time right, within 30 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge.
Federated Securities Corp. must be notified by the shareholder in writing or


by the Banks of the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his shares in the Fund, there may be tax consequences.

   
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
 Investors may purchase shares at net asset value, without a sales charge, with
the proceeds from the redemption of shares of an investment company which was
sold with a sales charge or commission and was not distributed by Federated
Securities Corp. The purchase must be made within 60 days of the redemption, and
Federated Securities Corp. must be notified by the investor in writing, or by
his financial institution, at the time the purchase is made.
    

CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge reduction,
a shareholder has the privilege of combining concurrent purchases of two or more
funds in the Trust, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $30,000 in one of the other
funds in the Trust with a sales charge and $70,000 in this Fund, the sales
charge would be reduced.

To receive this sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the
concurrent purchases are made. The Fund will reduce the sales charge after it
confirms the purchases.

   
SYSTEMATIC INVESTMENT PROGRAM
    

Once an account has been opened, shareholders may add to their investment on a
regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares. A shareholder may apply for participation in this
program through the Banks.

CERTIFICATES AND CONFIRMATIONS

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

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

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and paid monthly. Distribution of any realized long-term
capital gains will be made at least once every twelve months. Dividends are
automatically reinvested in additional shares of the Fund on payment dates at
the ex-dividend date net asset value without a sales charge, unless cash
payments are requested by writing to the Fund or the Banks as appropriate.

EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

DG INVESTOR SERIES

All shareholders of the Fund are shareholders of DG Investor Series.
Shareholders in the Fund have easy access to the other portfolios of DG Investor
Series.


EXCHANGING SHARES

   
Shareholders of the Fund may exchange shares of the Fund for shares of the other
Funds in DG Investor Series. Prior to any exchange, the shareholder must receive
a copy of the current prospectus of the fund into which an exchange is to be
effected.
    

   
Shares may be exchanged at net asset value, plus the difference between the
Fund's sales charge (if any) already paid and any sales charge of the fund into
which shares are to be exchanged, if higher.
    

When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus an exchange
of such shares for shares of a fund with an equal sales charge would be at net
asset value.

The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, shares submitted for
exchange will be redeemed at the next-determined net asset value. Written
exchange instruction may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short or long-term capital gain or loss may be realized.
The exchange privilege may be terminated at any time. Shareholders will be
notified of the termination of the exchange privilege. A shareholder may obtain
further information on the exchange privilege by calling the Banks.

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after the Banks
receive the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on Federal holidays when
wire transfers are restricted. Requests for redemption can be made by telephone
or by mail.

THROUGH THE BANKS

BY TELEPHONE.  A shareholder who is a customer of one of the Banks may redeem
shares of the Fund by calling Deposit Guaranty National Bank at (800) 748-8500
or Commercial National Bank at (800) 274-1907. For orders received before 4:00
p.m. (Eastern time), proceeds will normally be wired the next day to the
shareholder's account at the Banks or a check will be sent to the address of
record. In no event will proceeds be sent more than seven days after a proper
request for redemption has been received. An authorization form permitting the
Fund to accept telephone requests must first be completed. Authorization forms
and information on this service are available from the Banks. Telephone
redemption instructions may be recorded.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Services Company or the Banks.


If at any time, the Fund shall determine it necessary to terminate or modify
this method of redemption, shareholders would be promptly notified.

If reasonable procedures are not followed by the Fund, it may be liable for
losses due to unauthorized or fraudulent telephone instructions.

BY MAIL.  Any shareholder may redeem Fund shares by sending a written request to
the Banks. The written request should include the shareholder's name, the Fund
name, the account number, and the share or dollar amount requested, and should
be signed exactly as the shares are registered. If share certificates have been
issued, they must be properly endorsed and should be sent by registered or
certified mail with the written request. Shareholders should call the Banks for
assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than on record with the
Fund, or a redemption payable other than to the shareholder of record must have
signatures on written redemption requests guaranteed by:

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

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

     - a savings bank or savings and loan association whose deposits are insured
       by the Savings Association Insurance Fund, which is administered by the
       FDIC; or

     - any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and Federated Services Company have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Fund and Federated Services Company
reserve the right to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, and
the amount of dividends paid with respect to Fund shares, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
the Banks. Due to the fact that shares are sold with a sales charge, it is not
advisable for shareholders to be purchasing shares of the Fund while
participating in this program.


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.

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

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

VOTING RIGHTS

   
Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares of all
classes of each Fund in the Trust have equal voting rights, except that in
matters affecting only a particular Fund or class, only shareholders of that
Fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Trust or Fund's operation and for the
election of Trustees under certain circumstances. As of April 17, 1995, Deposit
Guaranty National Bank, Jackson, Mississippi, acting in various capacities for
numerous accounts, was the owner of record of approximately 3,648,424 shares
(90.0%), and therefore, may, for certain purposes, be deemed to control the Fund
and be able to affect the outcome of certain matters presented for a vote of
shareholders.
    

Trustees may be removed by the shareholders at a special meeting. A special
meeting of the shareholders for this purpose shall be called by the Trustees
upon the written request of shareholders owning at least 10% of all shares of
the Trust entitled to vote.

MASSACHUSETTS PARTNERSHIP LAW

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

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


EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, or distributing
securities in general. Such laws and regulations do not prohibit such a holding
company or bank or non-bank affiliate from acting as investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer. The
Fund's Adviser and Sub-Adviser, Deposit Guaranty National Bank and Commercial
National Bank, respectively, are subject to such banking laws and regulations.

The Banks believe, based on the advice of counsel, that they may perform the
investment advisory services for the Fund contemplated by the advisory agreement
with the Trust and the sub-advisory agreement between the Banks without
violating the Glass-Steagall Act or other applicable banking laws or
regulations. Such counsel has pointed out, however, that changes in either
federal or state statutes and regulations relating to the permissible activities
of banks and their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of present or future statutes and
regulations, could prevent the Banks from continuing to perform all or a part of
the above services for their customers and/or the Fund. In such event, changes
in the operation of the Fund may occur, including the possible alteration or
termination of any automatic or other Fund share investment and redemption
services then being provided, and the Trustees would consider alternative
investment advisers and other means of continuing available investment services.
It is not expected that Fund shareholders would suffer any adverse financial
consequences (if another adviser and/or sub-adviser with equivalent abilities to
Deposit Guaranty National Bank and Commercial National Bank are found) as a
result of any of these occurrences.

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

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet 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.

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 funds will not be combined for tax purposes with those realized by
the Fund.

Shareholders are not required to pay the federal regular income tax on any
dividends received from the Fund that represent net interest on tax-exempt
municipal securities. However, under the Tax Reform Act of 1986, dividends
representing net interest earned on certain "private activity" bonds issued
after August 7, 1986, may be included in calculating the federal individual
alternative minimum tax or the federal alternative minimum tax for corporations.
The Fund may purchase all types of municipal bonds, including private activity
bonds.


The alternative minimum tax applies when it exceeds the regular tax for the
taxable year. Alternative minimum taxable income is equal to the regular taxable
income of the taxpayer increased by certain "tax preference" items not included
in regular taxable income and reduced by only a portion of the deductions
allowed in the calculation of the regular tax.

Shareholders should consult with their tax adviser to determine whether they are
subject to the alternative minimum tax or the corporate alternative minimum tax
and, if so, the tax treatment of dividends paid by the Fund.

Dividends of the Fund representing net interest income earned on some temporary
investments and any realized net short-term gains are taxed as ordinary income.
Distributions representing net long-term capital gains realized by the Fund, if
any, will be taxable as long-term capital gains regardless of the length of time
shareholders have held their shares.

These tax consequences apply whether dividends are received in cash or as
additional shares. Information on the tax status of dividends and distributions
is provided annually.

OTHER STATE AND LOCAL TAXES

Distributions representing net interest received on tax-exempt municipal
securities are not necessarily free from income taxes of any state or local
taxing authority. State laws differ on this issue and shareholders are urged to
consult their own tax adviser regarding the status of their accounts under state
and local tax laws.

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

From time to time the Fund advertises its total return, yield, and
tax-equivalent 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
gains 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 maximum offering price per share of the Fund on
the last day of the period. This number is then annualized using semi-annual
compounding. The tax-equivalent yield of the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that the Fund would have had
to earn to equal its actual yield, assuming a specific tax rate. The yield and
the tax-equivalent yield do not necessarily reflect income actually earned by
the Fund and, therefore, may not correlate to the dividends or other
distributions paid to shareholders.

The performance information reflects the effect of the maximum sales load which,
if reduced or excluded, would increase the total return, yield, and
tax-equivalent yield.

   
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.
    


DG MUNICIPAL INCOME FUND

PORTFOLIO OF INVESTMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                  RATING*        VALUE
- -----------   --------------------------------------------------------    --------    -----------
<C>           <S>                                                         <C>         <C>
MUNICIPAL SECURITIES--97.0%
- ----------------------------------------------------------------------
              ALABAMA--3.6%
              --------------------------------------------------------
$   500,000   Huntsville, AL, 6.00% GO Bonds, 11/1/2012
              (Callable 11/1/2002 @ 102)                                      AA      $   503,960
              --------------------------------------------------------
  1,000,000   Jefferson County, AL, 6.00% Sewer Revenue Bonds
              (Original Issue Discount: 6.30%), 9/1/2013 (Callable
              9/1/2002 @ 102)                                                 A1          990,080
              --------------------------------------------------------                -----------
              Total                                                                     1,494,040
              --------------------------------------------------------                -----------
   
              ARIZONA--2.2%
              --------------------------------------------------------
  1,000,000   Phoenix, AZ, 4.90% GO Bonds (Series C), 7/1/2008               AA+          925,880
              --------------------------------------------------------                -----------
              CALIFORNIA--2.4%
              --------------------------------------------------------
  1,000,000   State of California, 5.75% GO UT Bonds, 5/1/2007
              (Callable 5/1/2005 @ 102)                                       A1          999,900
              --------------------------------------------------------                -----------
              CONNECTICUT--2.5%
              --------------------------------------------------------
  1,000,000   State of Connecticut, 5.80% GO UT Bonds (Series C),
              8/15/2008 (Callable 8/15/2004 @ 101)                            Aa        1,017,570
              --------------------------------------------------------                -----------
              FLORIDA--7.0%
              --------------------------------------------------------
  1,000,000   Broward County, FL, School District, 5.60% UT Bonds,
              2/15/2007 (Callable 2/15/2003 @ 102)                            AA        1,003,000
              --------------------------------------------------------
  1,000,000   Jacksonville, FL, Electric Authority, 5.50% Refunding
              Revenue Bonds, 10/1/2013                                       Aa1          954,050
              --------------------------------------------------------
  1,000,000   St. Petersburg, FL, Public Utilities, 5.50% Revenue
              Bonds, 10/1/2009                                                Aa          969,710
              --------------------------------------------------------                -----------
              Total                                                                     2,926,760
              --------------------------------------------------------                -----------
              HAWAII--1.2%
              --------------------------------------------------------
    500,000   State of Hawaii, 5.75% GO Bonds, 1/1/2008                       AA          507,215
              --------------------------------------------------------                -----------
              ILLINOIS--5.9%
              --------------------------------------------------------
    500,000   Metropolitan Fair and Expo Authority, 6.00% Revenue
              Bonds (MBIA Insured), 6/1/2014                                 AAA          490,440
              --------------------------------------------------------
    500,000   Du Page County, IL, 5.40% GO Bonds, 1/1/2007                   AAA          490,115
              --------------------------------------------------------
</TABLE>
    


DG MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                  RATING*        VALUE
- -----------   --------------------------------------------------------    --------    -----------
<C>           <S>                                                         <C>         <C>
MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------
              ILLINOIS--CONTINUED
              --------------------------------------------------------
$ 1,000,000   State of Illinois, 5.60% GO UT Bonds, 4/1/2008 (Callable
              4/1/2004 @ 102)                                                 Aa      $   972,840
              --------------------------------------------------------
    500,000   State of Illinois, 5.875% GO Bonds, 6/1/2011
              (Callable 6/1/2002 @ 102)                                       Aa          490,970
              --------------------------------------------------------                -----------
              Total                                                                     2,444,365
              --------------------------------------------------------                -----------
              INDIANA--1.3%
              --------------------------------------------------------
    500,000   Indianapolis, IN, 6.00% Local Public Improvement
              GO Bonds, 7/1/2010 (Callable 7/1/2003 @ 102)                    Aa          511,550
              --------------------------------------------------------                -----------
              KENTUCKY--2.2%
              --------------------------------------------------------
  1,000,000   State of Kentucky, Property & Building Commission,
              5.00% Revenue Refunding Bonds (Project No. 55), 9/1/2009         A          896,850
              --------------------------------------------------------                -----------
              LOUISIANA--1.2%
              --------------------------------------------------------
    500,000   Louisiana Public Facilities Authority, 6.05% Hospital
              Revenue Refunding Bonds (MBIA Insured), 12/1/2008              AAA          511,880
              --------------------------------------------------------                -----------
              MARYLAND--2.4%
              --------------------------------------------------------
  1,000,000   State of Maryland, 5.50% GO UT Bonds (Series BB),
              6/1/2009 (Callable 6/1/2004 @ 102)                             AAA          989,200
              --------------------------------------------------------                -----------
              MASSACHUSETTS--1.1%
              --------------------------------------------------------
    450,000   State of Massachusetts, 6.00% GO Bonds (Consolidated
              Loan Series A)/(Capital Guaranty Insured), 6/1/2011            AAA          454,149
              --------------------------------------------------------                -----------
              MISSISSIPPI--19.4%
              --------------------------------------------------------
    300,000   Hinds County, MS, 5.40% Hospital Revenue Bonds
              (Mississippi Methodist Hospital & Rehabilitation)/(AMBAC
              Insured), 5/1/2006                                             AAA          295,596
              --------------------------------------------------------
  1,000,000   Hinds County, MS, 5.50% GO UT Refunding Bonds (MBIA
              Insured), 3/1/2008                                             AAA          983,590
              --------------------------------------------------------
    400,000   Jackson County, MS, 5.60% GO Bonds (Series B), 5/1/2008          A          393,024
              --------------------------------------------------------
    400,000   Jackson County, MS, 5.70% GO Bonds (Series B), 5/1/2009          A          393,288
              --------------------------------------------------------
</TABLE>
    


DG MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                  RATING*        VALUE
- -----------   --------------------------------------------------------    --------    -----------
<C>           <S>                                                         <C>         <C>
MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------
              MISSISSIPPI--CONTINUED
              --------------------------------------------------------
$ 1,125,000   Jackson, MS, 5.85% GO UT Bonds (MBIA Insured), 5/1/2006
              (Callable 5/1/2002 @ Par)                                      AAA      $ 1,147,984
              --------------------------------------------------------
    500,000   Jackson, MS, Redevelopment Authority Urban Renewal,
              5.75%, 7/1/2008                                                  A          488,585
              --------------------------------------------------------
    700,000   Lamar County, MS, 4.85% Pollution Control Revenue Bonds,
              12/1/2006 (Callable 12/1/2003 @ Par)                           Aa3          623,469
              --------------------------------------------------------
  1,000,000   Madison County, MS, 5.10% Refunding School
              District GO Bonds (AMBAC Insured), 6/1/2008                    AAA          942,830
              --------------------------------------------------------
  1,000,000   Mississippi Hospital Equipment & Facilities Authority,
              5.50% Revenue Refunding & Improvement Bonds (AMBAC
              Insured), 5/15/2009                                            AAA          965,500
              --------------------------------------------------------
    900,000   Mississippi Hospital Equipment & Facilities, 5.55%
              Revenue Bonds (Rankin Medical Center), 3/1/2014                  A          791,406
              --------------------------------------------------------
  1,000,000   State of Mississippi, 5.90% Capital Improvement GO Bonds
              (Original Issue Discount: 5.95%), 12/15/2008                   AAA        1,046,260
              --------------------------------------------------------                -----------
              Total                                                                     8,071,532
              --------------------------------------------------------                -----------
              MISSOURI--1.2%
              --------------------------------------------------------
    500,000   State of Missouri Water Pollution Control, 5.25% GO
              Bonds (Series B), 8/1/2008 (Callable 8/1/2008 @ Par)           AAA          487,290
              --------------------------------------------------------                -----------
              MONTANA--2.2%
              --------------------------------------------------------
  1,000,000   State of Montana, 4.875% GO Bonds (Series A), 8/1/2009          Aa          916,790
              --------------------------------------------------------                -----------
              NEVADA--3.4%
              --------------------------------------------------------
    500,000   Las Vegas Valley, NV, 5.75% Water District
              (MBIA Insured), 9/1/2008                                       AAA          501,805
              --------------------------------------------------------
  1,000,000   State of Nevada, 4.90% Refunding Bonds,
              (Project R-5)/(Series A), 11/1/2007                             AA          926,700
              --------------------------------------------------------                -----------
              Total                                                                     1,428,505
              --------------------------------------------------------                -----------
              NEW JERSEY--1.2%
              --------------------------------------------------------
    500,000   State of New Jersey, 5.90% Refunding GO Bonds (Series
              B), 2/15/2008                                                  AA+          512,470
              --------------------------------------------------------                -----------
</TABLE>
    


DG MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                  RATING*        VALUE
- -----------   --------------------------------------------------------    --------    -----------
<C>           <S>                                                         <C>         <C>
MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------
              NORTH CAROLINA--5.6%
              --------------------------------------------------------
$ 1,000,000   North Carolina Eastern Municipal Power Agency, 5.50%
              Revenue Refunding Bonds (Series C)/(Original Issue
              Discount: 5.70%), 1/1/2007                                       A      $   916,640
              --------------------------------------------------------
    500,000   North Carolina Eastern Municipal Power Agency, 6.125%
              Revenue Refunding Bonds (Series B)/(Original Issue
              Discount: 6.30%), 1/1/2009                                       A          491,040
              --------------------------------------------------------
  1,000,000   North Carolina Municipal Power Agency, 5.75%
              #1 Catawba Electric Revenue Bonds, 1/1/2015
              (Callable 1/1/2015 @ Par)                                        A          917,980
              --------------------------------------------------------                -----------
              Total                                                                     2,325,660
              --------------------------------------------------------                -----------
              NORTH DAKOTA--1.2%
              --------------------------------------------------------
    500,000   North Dakota Building Authority, 6.00% Revenue Bonds
              (Series A)/(MBIA Insured), 6/1/2010                            AAA          509,530
              --------------------------------------------------------                -----------
              OREGON--2.3%
              --------------------------------------------------------
  1,000,000   Portland, OR, 4.90% GO Bonds, 10/1/2007                        AAA          939,880
              --------------------------------------------------------                -----------
              PENNSYLVANIA--1.1%
              --------------------------------------------------------
    450,000   State of Pennsylvania, 5.875% GO UT Bonds, 12/1/2006            AA          462,046
              --------------------------------------------------------                -----------
              RHODE ISLAND--1.2%
              --------------------------------------------------------
    500,000   Providence, RI, 5.90% GO Bonds, 1/15/2009
              (Callable 1/15/2002 @ 101)                                     AA+          507,580
              --------------------------------------------------------                -----------
              TENNESSEE--4.7%
              --------------------------------------------------------
  1,000,000   Memphis, TN, 4.90% GO Bonds (Series A), 8/1/2006
              (Callable 8/1/2002 @ 101)                                       AA          947,930
              --------------------------------------------------------
  1,000,000   Metropolitan Government Nashville & Davidson County, TN,
              5.70% GO Bonds (Original Issue Discount: 5.80%),
              5/15/2007 (Callable 5/15/2002 @ 102)                            AA        1,013,490
              --------------------------------------------------------                -----------
              Total                                                                     1,961,420
              --------------------------------------------------------                -----------
              TEXAS--9.1%
              --------------------------------------------------------
    500,000   Corpus Christi, TX, 6.00% GO Bonds (Series 1993),
              3/1/2010 (Callable 3/1/2003 @ Par)                             AAA          508,570
              --------------------------------------------------------
</TABLE>
    


DG MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL                                                                 CREDIT
  AMOUNT                                                                  RATING*        VALUE
- -----------   --------------------------------------------------------    --------    -----------
<C>           <S>                                                         <C>         <C>
MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------
              TEXAS--CONTINUED
              --------------------------------------------------------
$   500,000   El Paso, TX, 5.75% Refunding Bonds (Series A),
              7/1/2007 (Callable 7/1/2002 @ Par)                             AAA      $   504,120
              --------------------------------------------------------
    500,000   Harris County, TX, 6.20% Flood Control Bonds
              (Series B), 10/1/2011 (Callable 10/1/2002 @ Par)               AA+          531,325
              --------------------------------------------------------
    500,000   Houston, TX, 5.90% Water & Sewer Revenue Bonds,
              12/1/2005 (Callable 2/1/2002 @ 102)                            AAA          517,950
              --------------------------------------------------------
  1,000,000   Houston, TX, School District, 5.50% Refunding Bonds,
              8/15/2008                                                      AAA          989,670
              --------------------------------------------------------
    205,000   San Antonio, TX, 6.00% Electric and Gas Revenue
              Refunding Bonds (MBIA Insured), 2/1/2008 (Callable
              2/1/2002 @ 101)                                                 AA          215,861
              --------------------------------------------------------
    500,000   State of Texas Public Finance Authority, 5.90% GO Bonds
              (Original Issue Discount: 6.00%), 10/1/2011 (Callable
              4/1/2005 @ Par)                                                 AA          502,610
              --------------------------------------------------------                -----------
              Total                                                                     3,770,106
              --------------------------------------------------------                -----------
              VIRGINIA--3.6%
              --------------------------------------------------------
  1,000,000   Fairfax County, VA, 5.50% Public Improvement, GO UT
              Bonds (Series A), 6/1/2008 (Callable 6/1/2002 @ 102)           AAA          998,040
              --------------------------------------------------------
    500,000   State of Virginia, Transportation Board, 6.00% Revenue
              Bonds, 4/1/2010 (Callable 4/1/2002 @ 102)                       AA          507,660
              --------------------------------------------------------                -----------
              Total                                                                     1,505,700
              --------------------------------------------------------                -----------
              WASHINGTON--5.3%
              --------------------------------------------------------
    500,000   King County, WA, 6.00% GO Bonds (Series A),
              12/1/2010 (Callable 12/1/2003 @ Par)                           AA+          504,685
              --------------------------------------------------------
    500,000   Port of Seattle, WA, 6.25% GO Bonds (Series A),
              11/1/2010 (Callable 11/1/2002 @ 102)                            Aa          517,550
              --------------------------------------------------------
    500,000   State of Washington, 6.25% GO Bonds, 9/1/2009
              (Callable 9/1/2001 @ Par)                                       AA          512,050
              --------------------------------------------------------
    650,000   Tacoma, WA, 6.25% Electric Revenue Bonds (AMBAC
              Insured), 1/1/2011 (Callable 1/1/2002 @ 102)                   AAA          668,135
              --------------------------------------------------------                -----------
              Total                                                                     2,202,420
              --------------------------------------------------------                -----------
</TABLE>
    


DG MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                   CREDIT
 OR SHARES                                                                RATING*        VALUE
- -----------   --------------------------------------------------------    --------    -----------
<C>           <S>                                                         <C>         <C>
MUNICIPAL SECURITIES--CONTINUED
- ----------------------------------------------------------------------
              WISCONSIN--2.5%
              --------------------------------------------------------
$   500,000   Green Bay, WI, 6.00% GO Bonds, 4/1/2010                         Aa      $   503,510
              --------------------------------------------------------
    500,000   State of Wisconsin, 6.30% GO Bonds
              (Series A), 5/1/2012 (Callable 5/1/2002 @ Par)                  AA          533,465
              --------------------------------------------------------                -----------
              Total                                                                     1,036,975
              --------------------------------------------------------                -----------
              TOTAL MUNICIPAL SECURITIES (IDENTIFIED COST,
              $40,804,966)                                                             40,317,263
              --------------------------------------------------------                -----------
MUTUAL FUNDS--0.3%
- ----------------------------------------------------------------------
    139,539   Lehman Municipal Money Market Fund
              (AT NET ASSET VALUE)                                                        139,539
              --------------------------------------------------------                -----------
              TOTAL INVESTMENTS (IDENTIFIED COST, $40,944,505)                        $40,456,802+
              --------------------------------------------------------                -----------
</TABLE>
    

   
+ The cost of investments for federal tax purposes amounts to $40,944,505. The
  unrealized depreciation of investments on a federal tax basis amounts to
  $487,703, which is comprised of $909,804 appreciation and $1,397,507
  depreciation at February 28, 1995.
    

   
* Please refer to the Appendix of the Statement of Additional Information for an
  explanation of the credit ratings. Current credit ratings are unaudited.
    

   
Note: The categories of investments are shown as a percentage of net assets
      ($41,542,143) at February 28, 1995.
    

   
The following abbreviations are used throughout this portfolio:
    

   
<TABLE>
<S>    <C>
AMBAC  -- American Municipal Bond Assurance Corporation
GO     -- General Obligation
MBIA   -- Municipal Bond Investors Insurance
UT     -- Unlimited Tax
</TABLE>
    

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


DG MUNICIPAL INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES
   
FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                     <C>         <C>
ASSETS:
- --------------------------------------------------------------------------------
Investments in securities, at value (identified cost and tax cost, $40,944,505)     $40,456,802
- --------------------------------------------------------------------------------
Income receivable                                                                       642,032
- --------------------------------------------------------------------------------
Receivable for investments sold                                                       1,018,011
- --------------------------------------------------------------------------------
Receivable for shares sold                                                               10,000
- --------------------------------------------------------------------------------
Deferred expenses                                                                         3,045
- --------------------------------------------------------------------------------    -----------
     Total assets                                                                    42,129,890
- --------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------
Payable for investments purchased                                       $497,884
- ---------------------------------------------------------------------
Payable for shares redeemed                                               61,475
- ---------------------------------------------------------------------
Accrued expenses                                                          18,075
- ---------------------------------------------------------------------
Payable to transfer agent                                                  3,720
- ---------------------------------------------------------------------
Payable to portfolio accountant                                            6,593
- ---------------------------------------------------------------------   --------
     Total liabilities                                                                  587,747
- --------------------------------------------------------------------------------    -----------
Net Assets for 4,090,893 shares outstanding                                         $41,542,143
- --------------------------------------------------------------------------------    -----------
NET ASSETS CONSISTS OF:
- --------------------------------------------------------------------------------
Paid in capital                                                                     $41,992,509
- --------------------------------------------------------------------------------
Net unrealized depreciation of investments                                             (487,703)
- --------------------------------------------------------------------------------
Accumulated net realized gain on investments                                             11,477
- --------------------------------------------------------------------------------
Undistributed net investment income                                                      25,860
- --------------------------------------------------------------------------------    -----------
     Total Net Assets                                                               $41,542,143
- --------------------------------------------------------------------------------    -----------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
Net Asset Value Per Share ($41,542,143 / 4,090,893 shares outstanding)                   $10.15
- --------------------------------------------------------------------------------    -----------
Offering Price Per Share (100/98 of $10.15)*                                             $10.36
- --------------------------------------------------------------------------------    -----------
</TABLE>
    

   
* See "What Shares Cost."
    

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


DG MUNICIPAL INCOME FUND

STATEMENT OF OPERATIONS
   
YEAR ENDED FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                     <C>         <C>
INVESTMENT INCOME:
- --------------------------------------------------------------------------------
Interest                                                                            $ 2,134,466
- --------------------------------------------------------------------------------
EXPENSES:
- --------------------------------------------------------------------------------
Investment advisory fee                                                 $225,528
- ---------------------------------------------------------------------
Administrative personnel and services fee                                 47,162
- ---------------------------------------------------------------------
Custodian fees                                                            19,251
- ---------------------------------------------------------------------
Transfer agent and dividend disbursing agent fees and expenses            29,698
- ---------------------------------------------------------------------
Directors'/Trustees' fees                                                  2,274
- ---------------------------------------------------------------------
Auditing fees                                                             12,004
- ---------------------------------------------------------------------
Legal fees                                                                 2,257
- ---------------------------------------------------------------------
Portfolio accounting fees                                                 53,864
- ---------------------------------------------------------------------
Share registration costs                                                  21,273
- ---------------------------------------------------------------------
Printing and postage                                                      10,770
- ---------------------------------------------------------------------
Insurance premiums                                                         5,702
- ---------------------------------------------------------------------
Miscellaneous                                                              5,409
- ---------------------------------------------------------------------   --------
     Total expenses                                                      435,192
- ---------------------------------------------------------------------
Deduct--Waiver of investment advisory fee                                154,111
- ---------------------------------------------------------------------   --------
     Net expenses                                                                       281,081
- --------------------------------------------------------------------------------    -----------
          Net investment income                                                       1,853,385
- --------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- --------------------------------------------------------------------------------
Net realized gain on investments                                                         11,477
- --------------------------------------------------------------------------------
Net change in unrealized depreciation of investments                                 (1,201,336)
- --------------------------------------------------------------------------------    -----------
     Net realized and unrealized loss on investments                                 (1,189,859)
- --------------------------------------------------------------------------------    -----------
          Change in net assets resulting from operations                            $   663,526
- --------------------------------------------------------------------------------    -----------
</TABLE>
    

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


DG MUNICIPAL INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                 -------------------------------
                                                                 FEBRUARY 28,      FEBRUARY 28,
                                                                     1995              1994
                                                                 -------------     -------------
<S>                                                              <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------
Net investment income                                             $ 1,853,385       $ 1,184,276
- --------------------------------------------------------------
Net realized gain on investments ($11,477 and $20,558,
respectively, as computed for federal tax purposes)                    11,477            20,558
- --------------------------------------------------------------
Net change in unrealized appreciation (depreciation) of
  investments                                                      (1,201,336)           52,310
- --------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from operations                   663,526         1,257,144
- --------------------------------------------------------------   -------------     -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------
Distributions from net investment income                           (1,838,300)       (1,193,319)
- --------------------------------------------------------------
Distributions from net realized gains                                      --           (20,558)
- --------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from distributions to
       shareholders                                                (1,838,300)       (1,213,877)
- --------------------------------------------------------------   -------------     -------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------
Proceeds from sale of shares                                       17,562,723        25,360,605
- --------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                 18,007             9,035
- --------------------------------------------------------------
Cost of shares redeemed                                            (9,298,915)       (6,622,204)
- --------------------------------------------------------------   -------------     -------------
     Change in net assets resulting from share transactions         8,281,815        18,747,436
- --------------------------------------------------------------   -------------     -------------
          Change in net assets                                      7,107,041        18,790,703
- --------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------
Beginning of period                                                34,435,102        15,644,399
- --------------------------------------------------------------   -------------     -------------
End of period (including undistributed net investment income
  of $25,860 and $10,775, respectively)                           $41,542,143       $34,435,102
- --------------------------------------------------------------   -------------     -------------
</TABLE>
    

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


DG MUNICIPAL INCOME FUND

NOTES TO FINANCIAL STATEMENTS
   
FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------
(1) ORGANIZATION

   
DG Investors Series (the "Fund") is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of six diversified portfolios. The financial statements
included herein present only those of DG Municipal Income Fund (the "Fund"). The
financial statements of the other portfolios are presented separately. The
assets of each portfolio are segregated and a shareholder's interest is limited
to the portfolio in which shares are held.
    

   
(2) SIGNIFICANT ACCOUNTING POLICIES
    

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

   
  INVESTMENT VALUATIONS--Municipal bonds are valued by an independent pricing
  service, taking into consideration yield, liquidity, risk, credit quality,
  coupon, maturity, type of issue, and any other factors or market data the
  pricing service deems relevant in determining valuations for normal
  institutional size trading units of debt securities. The independent pricing
  service does not rely exclusively on quoted prices. Short-term securities with
  remaining maturities of sixty days or less at the time of purchase may be
  valued at amortized cost, which approximates fair market value. Investments in
  other open-end investment companies are valued at net asset value.
    

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

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

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

  DEFERRED EXPENSES--The costs incurred by the Fund with respect to registration
  of its shares in its first fiscal year, excluding the initial expense of
  registering the shares, have been deferred and are being amortized using the
  straight-line method not to exceed a period of five years from the Fund's
  commencement date.


DG MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

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

(3) SHARES OF BENEFICIAL INTEREST

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

   
<TABLE>
<CAPTION>
                                                                     YEAR ENDED FEBRUARY 28,
                                                                  -----------------------------
                                                                     1995               1994
- ---------------------------------------------------------------   ----------         ----------
<S>                                                               <C>                <C>
Shares sold                                                        1,764,990          2,391,912
- ---------------------------------------------------------------
Shares issued to shareholders in payment of distributions
  declared                                                             1,825                844
- ---------------------------------------------------------------
Shares redeemed                                                     (933,737)          (623,977)
- ---------------------------------------------------------------   ----------         ----------
  Net change resulting from share transactions                       833,078          1,768,779
- ---------------------------------------------------------------   ----------         ----------
</TABLE>
    

   
(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
    

   
INVESTMENT ADVISORY FEE--Deposit Guaranty National Bank, the Fund's investment
adviser, (the "Adviser"), receives for its services an annual investment
advisory fee equal to .60 of 1% of the Fund's average daily net assets. The
Adviser may voluntarily choose to waive a portion of its fee. The Adviser can
modify or terminate this voluntary waiver at any time at its sole discretion.
Under the terms of a sub-advisory agreement between the Adviser and the Trust
Division of Commercial National Bank, Commercial National Bank receives an
annual fee from the Adviser equal to .25 of 1% of the Fund's average daily net
assets.
    

   
ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The FAS fee is based on the
level of average aggregate net assets of the Fund for the period. FAS may
voluntarily choose to waive a portion of its fee.
    

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

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

   
ORGANIZATIONAL EXPENSES--Organizational expenses ($25,535) were initially borne
by FAS. The Fund has agreed to reimburse FAS for the organizational expenses
during the five year period following December 2, 1992 (the date the Fund became
effective). For the year ended February 28, 1995, the Fund paid $3,864 pursuant
to this agreement.
    

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


DG MUNICIPAL INCOME FUND
- --------------------------------------------------------------------------------

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended February 28, 1995, were as follows:

<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $12,020,016
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $ 3,315,383
- -------------------------------------------------------------------------------   -----------
</TABLE>


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

The Board of Trustees and Shareholders
DG INVESTOR SERIES:

   
We have audited the statement of assets and liabilities, including the portfolio
of investments of the DG Municipal Income Fund (a portfolio within DG Investor
Series) as of February 28, 1995, and the related statements of operations for
the year then ended, the statement of changes in net assets for the years ended
February 28, 1995 and 1994, and the financial highlights, which is presented on
page 2 of this prospectus, for the periods from December 21, 1992 (commencement
of operations) to February 28, 1995. These financial statements and financial
highlights are the responsibility of the Funds' management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.
    

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

   
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the DG
Municipal Income Fund at February 28, 1995, and the results of its operations
for the year then ended, and the changes in its net assets and the financial
highlights for each of the periods listed above in conformity with generally
accepted accounting principles.
    

                                                           KPMG PEAT MARWICK LLP

   
Pittsburgh, Pennsylvania
    
   
April 7, 1995
    


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

   
<TABLE>
<S>             <C>                                          <C>
                DG Municipal Income Fund                     Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------

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

Investment Adviser
                Deposit Guaranty National Bank               P.O. Box 23100
                                                             Jackson, Mississippi 39225-3100
- ------------------------------------------------------------------------------------------------

Sub-Adviser
                Commercial National Bank                     P.O. Box 21119
                                                             Shreveport, Louisiana 71152
- ------------------------------------------------------------------------------------------------

Custodian
                State Street Bank and Trust Company          P.O. Box 1713
                                                             Boston, Massachusetts 02105
- ------------------------------------------------------------------------------------------------

Transfer Agent, Dividend Disbursing Agent,
  and Shareholder Servicing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------

Independent Auditors
                KPMG Peat Marwick LLP                        One Mellon Bank Center
                                                             Pittsburgh, Pennsylvania 15219
- ------------------------------------------------------------------------------------------------
</TABLE>
    


                                         DG
                                         MUNICIPAL
                                         INCOME FUND
- --------------------------------------------------------------------------------
                                         PROSPECTUS

                                         A Diversified Portfolio of
                                         DG Investor Series,
                                         an Open-End Management
                                         Investment Company

                                              Deposit Guaranty
                                              National Bank
                                              Jackson, MS
   
                                              Investment Adviser
    

                                              Commercial
                                              National Bank
                                              Shreveport, LA
   
                                              Sub-Adviser
    

   
                                         APRIL 30, 1995
    
- --------------------------------------------------------------------------------
      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

   
      2112511A (4/95)
    

The shares offered by this prospectus are not deposits or obligations of Deposit
Guaranty National Bank or Commercial National Bank, are not endorsed or
guaranteed by Deposit Guaranty National Bank or Commercial National 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.


DG EQUITY FUND
(A PORTFOLIO OF DG INVESTOR SERIES)
PROSPECTUS

The shares of DG Equity Fund (the "Fund") offered by this prospectus represent
interests in a diversified portfolio of DG Investor Series (the "Trust"), an
open-end, management investment company (a mutual fund).

The primary investment objective of the Fund is to provide long-term capital
appreciation. Current income is a secondary objective. The Fund pursues its
investment objectives by investing primarily in a professionally managed,
diversified portfolio of equity securities.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF DEPOSIT
GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL BANK, ARE NOT ENDORSED OR
GUARANTEED BY DEPOSIT GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL 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 dated April 30,
1995, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference in this
prospectus. You may request a copy of the Statement of Additional Information
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling 1-800-530-7377.
    

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

   
Prospectus dated April 30, 1995
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

FINANCIAL HIGHLIGHTS                                                           2
- ------------------------------------------------------

GENERAL INFORMATION                                                            3
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------

  Investment Objective                                                         3
  Investment Policies                                                          3
    Acceptable Investments                                                     3
    Repurchase Agreements                                                      4
    Securities of Foreign Issuers                                              4
    Put and Call Options                                                       4
    Futures Contracts and Options on
       Futures                                                                 5
       Risks                                                                   5
    When-Issued and Delayed Delivery
       Transactions                                                            5
    Lending of Portfolio Securities                                            5
   
    Temporary Investments                                                      6
    
  Investment Limitations                                                       6

DG INVESTOR SERIES INFORMATION                                                 6
- ------------------------------------------------------

  Management of the Trust                                                      6
    Board of Trustees                                                          6
    Investment Adviser                                                         6
   
       Advisory Fees                                                           7
    
       Adviser's Background                                                    7
    Sub-Adviser                                                                7
       Sub-Advisory Fees                                                       7
   
       Sub-Adviser's Background                                                8
    
  Distribution of Fund Shares                                                  8
    Distribution Plan                                                          8
    Shareholder Servicing Arrangements                                         9

ADMINISTRATION OF THE FUND                                                     9
- ------------------------------------------------------

    Administrative Services                                                    9
    Custodian                                                                  9
    Transfer Agent, Dividend
       Disbursing Agent, and
       Shareholder Servicing Agent                                             9
    Independent Auditors                                                       9
   
  Brokerage Transactions                                                      10
    

NET ASSET VALUE                                                               10
- ------------------------------------------------------
INVESTING IN THE FUND                                                         10
- ------------------------------------------------------
  Share Purchases                                                             10
    Through the Banks                                                         10
  Minimum Investment Required                                                 10
  What Shares Cost                                                            11
    Purchases at Net Asset Value                                              11
    Sales Charge Reallowance                                                  11
  Reducing the Sales Charge                                                   11
    Quantity Discounts and Accumulated
       Purchases                                                              12
    Letter of Intent                                                          12
    Reinvestment Privilege                                                    12
   
    Purchases with Proceeds from
    
   
       Redemptions of Unaffiliated
    
   
         Investment Companies                                                 12
    
   
    Concurrent Purchases                                                      13
    
  Systematic Investment Program                                               13
  Certificates and Confirmations                                              13
  Dividends and Distributions                                                 13

   
EXCHANGE PRIVILEGE                                                            13
    
- ------------------------------------------------------

  DG Investor Series                                                          13
  Exchanging Shares                                                           13

REDEEMING SHARES                                                              14
- ------------------------------------------------------

  Through the Banks                                                           14
    By Telephone                                                              14
   
    By Mail                                                                   14
    
    Signatures                                                                15
  Systematic Withdrawal Program                                               15
   
  Accounts With Low Balances                                                  15
    

   
SHAREHOLDER INFORMATION                                                       16
    
- ------------------------------------------------------

  Voting Rights                                                               16
  Massachusetts Partnership Law                                               16

   
EFFECT OF BANKING LAWS                                                        16
    
- ------------------------------------------------------

TAX INFORMATION                                                               17
- ------------------------------------------------------

  Federal Income Tax                                                          17

   
PERFORMANCE INFORMATION                                                       17
    
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          19
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  29
    
- ------------------------------------------------------

   
ADDRESSES                                                                     30
    
- ------------------------------------------------------



SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                             <C>      <C>
                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...........    3.50%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price).................................................     None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)...............................     None
Redemption Fee (as a percentage of amount redeemed, if applicable)....................     None
Exchange Fee..........................................................................     None
                                ANNUAL FUND OPERATING EXPENSES
                            (As a percentage of average net assets)
Management Fee........................................................................    0.75%
12b-1 Fees(1).........................................................................    0.00%
Total Other Expenses..................................................................    0.20%
     Total Fund Operating Expenses....................................................    0.95%
</TABLE>
    

   
(1) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees. The Fund will not accrue or pay 12b-1 fees until a separate class of
shares has been created for certain institutional investors. The Fund can pay up
to 0.35% as a 12b-1 fee to the distributor.
    

   
     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "DG INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.
    

   
<TABLE>
<CAPTION>
EXAMPLE                                               1 year     3 years     5 years     10 years
                                                      ------     -------     -------     --------
<S>                                                   <C>        <C>         <C>         <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return,
(2) redemption at the end of each time period,
and (3) payment of the maximum sales load.........     $ 44        $64         $86         $148
</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.


DG EQUITY FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

   
Reference is made to the Report of KPMG Peat Marwick LLP, Independent Auditors,
on page 29.
    

   
<TABLE>
<CAPTION>
                                                                 YEAR ENDED FEBRUARY 28,
                                                              ------------------------------
                                                               1995       1994        1993(A)
                                                              ------     ------       ------
<S>                                                           <C>        <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $10.87     $10.54       $10.00
- ----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------
  Net investment income                                         0.16       0.14         0.12
- ----------------------------------------------------------
  Net realized and unrealized gain (loss) on investments        0.71       0.38         0.52
- ----------------------------------------------------------    ------     ------       ------
  Total from investment operations                              0.87       0.52         0.64
- ----------------------------------------------------------    ------     ------       ------
LESS DISTRIBUTIONS
- ----------------------------------------------------------
  Distributions from net investment income                     (0.16)     (0.14)       (0.10)
- ----------------------------------------------------------
  Distributions from net realized gain on investment
  transactions                                                 (0.17)     (0.05)          --
- ----------------------------------------------------------    ------     ------       ------
  Total distributions                                          (0.33)     (0.19)       (0.10)
- ----------------------------------------------------------    ------     ------       ------
NET ASSET VALUE, END OF PERIOD                                $11.41     $10.87       $10.54
- ----------------------------------------------------------    ------     ------       ------
TOTAL RETURN(B)                                                 8.23%      4.99%        6.40%
- ----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------
  Expenses                                                      0.95%      0.96%        0.51%(c)
- ----------------------------------------------------------
  Net investment income                                         1.54%      1.38%        2.15%(c)
- ----------------------------------------------------------
  Expense waiver/reimbursement(d)                                 --       0.01%        0.53%(c)
- ----------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------
  Net assets, end of period (000 omitted)                     $259,998   $284,203     $181,239
- ----------------------------------------------------------
  Portfolio turnover                                               1%         7%          28%
- ----------------------------------------------------------
</TABLE>
    

   
(a) Reflects operations for the period from August 3, 1992 (date of initial
    public investment) to
    
    February 28, 1993.

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

(c) Computed on an annualized basis.

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

   
Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended February 28, 1995, which can be obtained
free of charge.
    

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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated February 7, 1992. 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.

Shares of the Fund are designed for retail and trust customers of Deposit
Guaranty National Bank and Commercial National Bank and their affiliates as a
convenient means of participating in a professionally managed, diversified
portfolio consisting primarily of equity securities. A minimum initial
investment of $1,000 is required.

Fund shares are sold at net asset value plus an applicable sales charge and are
redeemed at net asset value.

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

INVESTMENT OBJECTIVES

The primary investment objective of the Fund is to provide long-term capital
appreciation. Current income is a secondary objective. The investment objectives
cannot be changed without approval of shareholders. While there is no assurance
that the Fund will achieve its investment objectives, it endeavors to do so by
following the investment policies described in this prospectus.

INVESTMENT POLICIES

The Fund pursues its investment objectives by investing at least 70% of its
assets in equity securities. The equity securities in which the Fund may invest
include, but are not limited to, large capitalization stocks which, in the
opinion of the Fund's investment adviser, have potential to provide for capital
appreciation and current income. Issuers of large capitalization stocks have
equity market valuation in excess of $1 billion.

Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees ("Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.

ACCEPTABLE INVESTMENTS.  Consistent with the above, the Fund invests primarily
in:

     - common stock of U.S. companies which are either listed on the New York or
       American Stock Exchange or traded in over-the-counter markets, preferred
       stock of such companies, warrants, and preferred stock convertible into
       common stock of such companies;

     - investments in American Depositary Receipts ("ADRs") of foreign companies
       traded on the New York Stock Exchange or in the over-the-counter market;

   
     - convertible bonds rated at least BBB by Standard & Poor's Ratings Group
       ("Standard & Poor's") or Fitch Investors Service, Inc. ("Fitch"), or at
       least Baa by Moody's Investors Service, Inc. ("Moody's"), or, if not
       rated, are determined by the adviser to be of comparable quality. Bonds
    


   
       rated BBB by Standard & Poor's or Baa by Moody's have speculative
       characteristics. Changes in economic conditions or other circumstances
       are more likely to lead to weakened capacity to make principal and
       interest payments than higher rated bonds. The prices of fixed income
       securities fluctuate inversely to the direction of interest rates.
    

     - money market instruments;

     - fixed rate notes and bonds and adjustable and variable rate notes of
       companies whose common stock it may acquire;

     - zero coupon convertible securities; and

     - obligations, including certificates of deposit and bankers' acceptances,
       of banks or savings and loan associations having at least $1 billion in
       deposits as of the date of their most recently published financial
       statements and which are insured by the Bank Insurance Fund ("BIF") or
       the Savings Association Insurance Fund ("SAIF"), both of which are
       administered by the Federal Deposit Insurance Corporation ("FDIC"),
       including U.S. branches of foreign banks and foreign branches of U.S.
       banks.

REPURCHASE AGREEMENTS.  Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell U.S. government securities 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 seller does not repurchase the securities from the Fund, the
Fund could receive less than the repurchase price on any sale of such
securities.

SECURITIES OF FOREIGN ISSUERS.  The Fund may invest in securities of foreign
issuers traded on the New York or American Stock Exchange or in the
over-the-counter market in the form of depositary receipts. Securities of a
foreign issuer may present greater risks in the form of nationalization,
confiscation, domestic marketability, or other national or international
restrictions. As a matter of practice, the Fund will not invest in the
securities of a foreign issuer if any such risk appears to the investment
adviser to be substantial.

PUT AND CALL OPTIONS.  The Fund may purchase put options on its portfolio
securities as a hedge to attempt to protect securities which the Fund holds, or
will be purchasing, against decreases in value. The Fund may also write (sell)
call options on all or any portion of its portfolio to generate income for the
Fund. The Fund will write call options on securities either held in its
portfolio or which it has the right to obtain without payment of further
consideration or for which it has segregated cash or U.S. government securities
in the amount of any additional consideration.

The Fund may purchase and write over-the-counter options on portfolio securities
in negotiated transactions with the buyers or writers of the options when
options on the portfolio securities held by the Fund are not traded on an
exchange. The Fund purchases and writes options only with investment dealers and
other financial institutions (such as commercial banks or savings and loan
associations) deemed creditworthy by the Fund's adviser.

Over-the-counter options are two-party contracts with price and terms negotiated
between buyer and seller. In contrast, exchange-traded options are third-party
contracts with standardized strike prices and expiration dates and are purchased
from a clearing corporation. Exchange-traded options have a


continuous liquid market, while over-the-counter options may not. The Fund will
not buy call options or write put options without further notification to
shareholders.

FUTURES CONTRACTS AND OPTIONS ON FUTURES.  The Fund may purchase and sell
financial futures and stock index futures contracts to hedge all or a portion of
its portfolio against changes in the price of its portfolio securities, but will
not engage in futures transactions for speculative purposes.

The Fund may also write call options and purchase put options on financial
futures and stock index futures contracts as a hedge to attempt to protect
securities in its portfolio against decreases in value.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5%
of the market value of the Fund's total assets.

     RISKS.  When the Fund writes a call option, the Fund risks not
     participating in any rise in the value of the underlying security. In
     addition, when the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the Fund's investment adviser could be
     incorrect in its expectations about the direction or extent of market
     factors, such as interest rate and stock price movements. In these events,
     the Fund may lose money on the futures contract or option.

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

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

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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both,
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 adviser has determined are creditworthy under guidelines
established by the Trustees, and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the securities
loaned at all times.


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

TEMPORARY INVESTMENTS.  For defensive purposes only, the Fund may also invest
temporarily in cash and cash items during times of unusual market conditions and
to maintain liquidity. Cash items may include short-term obligations such as:

     - commercial paper rated A-1 or A-2 by Standard & Poor's, Prime-1 or
       Prime-2 by Moody's, or F-1 or F-2 by Fitch;

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

     - repurchase agreements.

INVESTMENT LIMITATIONS

The Fund will not:

     - borrow money directly or through reverse repurchase agreements
       (arrangements in which the Fund sells a portfolio instrument for a
       percentage of its cash value with an agreement to buy it back on a set
       date) or pledge securities except, under certain circumstances, the Fund
       may borrow money and engage in reverse repurchase agreements in amounts
       up to one-third of the value of its total assets and pledge up to 15% of
       the value of its total assets to secure such borrowings.

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

The Fund will not:

     - invest more than 15% of its net assets in illiquid securities, including
       repurchase agreements providing for settlement more than seven days after
       notice, over-the-counter options and certain restricted securities not
       determined by the Trustees to be liquid; or

     - invest more than 5% of the Fund's net assets in warrants; however, no
       more than 2% of this 5% may be warrants which are not listed on the New
       York or American Stock Exchange.

DG INVESTOR SERIES INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES.  The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising all
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.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Deposit Guaranty National Bank,
the Fund's investment adviser


(the "Adviser"), subject to direction by the Trustees. The Adviser, in
consultation with the sub-adviser, continually conducts investment research and
supervision for the Fund and is responsible for the purchase and sale of
portfolio instruments.

     ADVISORY FEES.  The Fund's Adviser receives an annual investment advisory
     fee equal to 0.75 of 1% of the Fund's average daily net assets. The fee
     paid by the Fund, while higher than the advisory fee paid by other mutual
     funds in general, is comparable to fees paid by other mutual funds with
     similar objectives and policies. The investment advisory contract provides
     for the voluntary reimbursement of expenses by the Adviser to the extent
     any Fund expenses exceed such lower expense limitation as the Adviser may,
     by notice to the Fund, voluntarily declare to be effective. The Adviser can
     terminate this voluntary reimbursement of expenses at any time at its sole
     discretion. The Adviser has undertaken to reimburse the Fund for operating
     expenses in excess of limitations established by certain states.

     ADVISER'S BACKGROUND.  Deposit Guaranty National Bank, a national banking
     association formed in 1925, is a subsidiary of Deposit Guaranty Corp
     ("DGC"). Through its subsidiaries and affiliates, DGC offers a full range
     of financial services to the public, including commercial lending,
     depository services, cash management, brokerage services, retail banking,
     mortgage banking, investment advisory services and trust services.

   
     As of December 31, 1994, the Trust Division of Deposit Guaranty National
     Bank had approximately $9.1 billion under administration, of which it had
     investment discretion over $1.4 billion. Deposit Guaranty National Bank has
     served as the Trust's investment adviser since May 5, 1992.
    

     As part of their regular banking operations, Deposit Guaranty National Bank
     and Commercial National Bank, the Fund's sub-adviser, may make loans to
     public companies. Thus, it may be possible, from time to time, for the Fund
     to hold or acquire the securities of issuers which are also lending clients
     of Deposit Guaranty National Bank or Commercial National Bank. The lending
     relationships will not be a factor in the selection of securities.

SUB-ADVISER.  Under the terms of a sub-advisory agreement between Deposit
Guaranty National Bank and Commercial National Bank (the "Sub-Adviser"), the
Sub-Adviser will furnish to the Adviser such investment advice, statistical and
other factual information as may be requested by the Adviser. The portfolio
managers from the Trust Divisions of Deposit Guaranty National Bank and
Commercial National Bank (collectively, the "Banks") will form an investment
committee (the "DG Asset Management Group") to discuss investment strategies and
evaluate securities and the economic outlook.

     SUB-ADVISORY FEES.  For its services under the sub-advisory agreement, the
     Sub-Adviser receives an annual fee from the Adviser equal to 0.25 of 1% of
     the average daily net assets of the Fund. The sub-advisory fee is accrued
     daily and paid monthly. In the event that the fee due from the Trust to the
     Adviser on behalf of the Fund is reduced in order to meet expense
     limitations imposed on the Fund by state securities laws and regulations,
     the sub-advisory fee will be reduced by one-half of said reduction in the
     fee due from the Trust to the Adviser on behalf of the Fund.
     Notwithstanding any other provision in the sub-advisory agreement, the
     Sub-Adviser may, from time to time and for such periods as it deems
     appropriate, reduce its compensation (and, if appropriate, assume expenses
     of the Fund or class of the Fund) to the extent that the Fund's expenses
     exceed such


     lower expense limitation as the Sub-Adviser may, by notice to the Trust on
     behalf of the Fund, voluntarily declare to be effective.

   
     SUB-ADVISER'S BACKGROUND.  Commercial National Bank, a national banking
     association which received its charter in 1886, is a subsidiary of DGC. As
     of December 31, 1994, the Trust Division at Commercial National Bank had
     approximately $1.2 billion in trust assets under administration, for which
     it had investment discretion over $856 million. Commercial National Bank
     has served as sub-adviser to DG Government Income Fund, DG Limited Term
     Government Income Fund and the Fund since July 20, 1992, DG Municipal
     Income Fund since December 12, 1992, and DG Opportunity Fund since May 25,
     1994 each a portfolio of the Trust.
    

     Ronald E. Lindquist, Senior Vice President and Trust Investment Officer,
     has served as manager of Commercial National Bank's Trust Investment
     Department for more than ten years. Mr. Lindquist's primary area of
     responsibility is the management of the Equity Fund. He received his B.S.
     in Finance from Florida State University and a M.S.M. in Finance from
     Florida International University. Mr. Lindquist has managed the DG Equity
     Fund since August 1, 1992 (the inception of the Fund).

DISTRIBUTION OF FUND 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.  Under a distribution plan adopted in accordance with the
Investment Company Act Rule 12b-1 (the "Plan"), the Fund will pay to the
distributor an amount computed at an annual rate of 0.35 of 1% of the average
daily net asset value of the Fund to finance any activity which is principally
intended to result in the sale of shares subject to the Plan.

The distributor may from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the shares exceed such lower expense limitation as
the distributor may, by notice to the Trust, voluntarily declare to be
effective.

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide distribution and/or administrative services as agents for their
clients or customers. Administrative services may include, but are not limited
to, the following functions: 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;
assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as may reasonably be requested.

The distributor will pay financial institutions a fee based upon shares subject
to the Plan and 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 distributor.


The Fund's 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.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the administrative capacities described
above or should Congress relax current restrictions on depository institutions,
the Trustees will consider appropriate changes in the services.

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

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions a fee with respect to the average net asset value of shares held by
their customers for providing administrative services. This fee, if paid, will
be reimbursed by the Adviser and not the Fund.

ADMINISTRATION OF THE FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE SERVICES.  Federated Administrative Services, which is a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
shareholder servicing and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
       MAXIMUM                    AVERAGE AGGREGATE DAILY
 ADMINISTRATIVE FEE               NET ASSETS OF THE TRUST
- ---------------------
<S>                          <C>
     .150 of 1%                  on the first $250 million
     .125 of 1%                  on the next $250 million
     .100 of 1%                  on the next $250 million
                                on assets in excess of $750
     .075 of 1%                           million
</TABLE>

The administrative fee received during any fiscal year shall aggregate at least
$100,000 per Fund. Federated Administrative Services may choose voluntarily to
reimburse a portion of its fee at any time.

CUSTODIAN.  State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.

TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER SERVICING AGENT.
 Federated Services Company, Pittsburgh, Pennsylvania, is transfer agent for the
shares of the Fund, dividend disbursing agent for the Fund, and shareholder
servicing agent for the Fund.

   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.
    


BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally 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 Adviser 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 Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Trustees.

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

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. Fund shares may be ordered by
telephone through procedures established with Commercial National Bank and
Deposit Guaranty National Bank (collectively, the "Banks") in connection with
qualified account relationships. Such procedures may include arrangements under
which certain accounts are swept periodically and amounts exceeding an
agreed-upon minimum are invested automatically in Fund shares. Texas residents
must purchase shares of the Fund through Federated Securities Corp. at
1-800-356-2805. The Fund reserves the right to reject any purchase request.

THROUGH THE BANKS.  To place an order to purchase Fund shares, open an account
by calling Deposit Guaranty National Bank at (800) 748-8500 or Commercial
National Bank at (800) 274-1907. Information needed to establish the account
will be taken over the telephone.

Payment may be made by either check, federal funds or by debiting a customer's
account at the Banks. Purchase orders must be received by 4:00 p.m. (Eastern
time). Payment is required before 4:00 p.m. (Eastern time) on the next business
day in order to earn dividends for that day.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in any amounts of $100 or more. The Fund may waive the initial minimum
investment for employees of DGC and its affiliates from time to time.


WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received, plus a sales charge as follows:

   
<TABLE>
<CAPTION>
                                                    SALES CHARGE AS           SALES CHARGE AS
                                                    A PERCENTAGE OF           A PERCENTAGE OF
            AMOUNT OF TRANSACTION                PUBLIC OFFERING PRICE      NET AMOUNT INVESTED
- ----------------------------------------------   ----------------------     -------------------
<S>                                              <C>                        <C>
Less than $100,000............................            3.50%                    3.63%
$100,000 but less than $250,000...............            3.00%                    3.09%
$250,000 but less than $500,000...............            2.50%                    2.56%
$500,000 but less than $750,000...............            2.00%                    2.04%
$750,000 but less than $1 million.............            1.50%                    1.52%
$1 million but less than $2 million...........            0.50%                    0.50%
$2 million or more............................            0.25%                    0.25%
</TABLE>
    

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) the following
holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving Day and Christmas Day.

   
PURCHASES AT NET ASSET VALUE.  Shares of the Fund may be purchased at net asset
value, without a sales charge by: the Trust Division of the Banks for funds
which are held in a fiduciary, agency, custodial or similar capacity; non-trust
customers of financial advisers; Trustees and employees of the Fund, the Banks
or Federated Securities Corp. or their affiliates and their spouses and children
under 21; current and retired directors of the Banks; or any bank or investment
dealer who has a sales agreement with Federated Securities Corp. with regard to
the Fund.
    

   
SALES CHARGE REALLOWANCE.  For sales of shares of the Fund, the Banks or any
authorized dealer will normally receive up to 100% of the applicable sales
charge. Any portion of the sales charge which is not paid to the Banks or
authorized dealers will be retained by the distributor. The distributor will,
periodically, uniformly offer to pay cash or promotional incentives in the form
of trips to sales seminars at luxury resorts, tickets or other items, to all
dealers selling shares of the Fund. Such payments will be predicated upon the
amount of shares of the Fund that are sold by the dealer.
    

The sales charge for shares sold other than through the Banks or registered
broker/dealers will be retained by the distributor. The distributor may pay fees
to the Banks out of the sales charge in exchange for sales and/or administrative
services performed on behalf of the Banks' customers in connection with the
initiation of customer accounts and purchases of Fund shares.

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Fund shares through:

     - quantity discounts and accumulated purchases;

     - signing a 13-month letter of intent;

     - using the reinvestment privilege; or

     - concurrent purchases.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table above,
larger purchases reduce the sales charge paid. The Fund will combine purchases
made on the same day by the investor, his spouse, and his children under age 21
when it calculates the sales charge. In addition, the sales charge, if
applicable, is reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.

   
If an additional purchase of Fund shares is made, the Fund will consider the
previous purchase still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$90,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 3.00%, not 3.50%.
    

To receive the sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the purchase
is made that Fund shares are already owned or that purchases are being combined.
The Fund will reduce the sales charge after it confirms the purchases.

   
LETTER OF INTENT.  If a shareholder intends to purchase at least $100,000 of
shares in the funds in the Trust over the next 13 months, the sales charge may
be reduced by signing a letter of intent to that effect. This letter includes a
provision for a sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the custodian to hold
3.50% of the total amount intended to be purchased in escrow (in shares) until
such purchase is completed.
    

   
The 3.50% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent is
not purchased. In this event, an appropriate number of escrowed shares may be
redeemed in order to realize the difference in the sales charge.
    

   
This letter of intent will not obligate the shareholder to purchase shares, but
if he does, each purchase during the period will be at the sales charge
applicable to the total amount intended to be purchased. The current balance in
the shareholder's account will provide a purchase credit towards fulfillment of
the letter of intent.
    

REINVESTMENT PRIVILEGE.  If shares in the Fund have been redeemed, the
shareholder has a one-time right, within 30 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge.
Federated Securities Corp. must be notified by the shareholder in writing or by
the Banks of the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his shares in the Fund, there may be tax consequences.

   
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
 Investors may purchase Shares at net asset value, without sales charge, with
the proceeds from the redemption of shares of an investment company which was
sold with a sales charge or commission and was not distributed by Federated
Securities Corp. The purchase must be made within 60 days of the redemption, and
Federated Securities Corp. must be notified by the investor in writing, or by
his financial institution, at the time the purchase is made.
    


CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge reduction,
a shareholder has the privilege of combining concurrent purchases of two or more
funds in the Trust, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $30,000 in one of the other
funds in the Trust with a sales charge and $70,000 in this Fund, the sales
charge would be reduced.

To receive this sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the
concurrent purchases are made. The Fund will reduce the sales charge after it
confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, shareholders may add to their investment on a
regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares. A shareholder may apply for participation in this
program through the Banks.

CERTIFICATES AND CONFIRMATIONS

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

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

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared quarterly and paid quarterly. Distribution of any
realized long-term capital gains will be made at least once every twelve months.
Dividends are automatically reinvested in additional shares of the Fund on
payment dates at the ex-dividend date's net asset value without a sales charge,
unless cash payments are requested by writing to the Fund or the Banks, as
appropriate.

   
EXCHANGE PRIVILEGE
    
- --------------------------------------------------------------------------------

DG INVESTOR SERIES

All shareholders of the Fund are shareholders of DG Investor Series.
Shareholders in the Fund have easy access to the other portfolios of DG Investor
Series.

EXCHANGING SHARES

   
Shareholders of the Fund may exchange shares of the Fund for shares of the other
funds in DG Investor Series. Prior to any exchange, the shareholder must receive
a copy of the current prospectus of the fund into which an exchange is to be
effected.
    

   
Shares may be exchanged at net asset value, plus the difference between the
Funds' sales charge (if any) already paid and any sales charge of the fund into
which shares are to be exchanged, if higher.
    

When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares


retain the character of the exchanged shares for purposes of exercising further
exchange privileges; thus, an exchange of such shares for shares of a fund with
a sales charge would be at net asset value.

   
The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, shares submitted for
exchange will be redeemed at the next-determined net asset value. Written
exchange instruction may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short or long-term capital gain or loss may be realized.
The exchange privilege may be terminated at any time. Shareholders will be
notified of the termination of the exchange privilege. A shareholder may obtain
further information on the exchange privilege by calling the Banks. Telephone
exchange instructions may be recorded. If reasonable procedures are not followed
by the Fund, it may be liable for losses due to unauthorized or fraudulent
telephone instructions.
    

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after the Banks
receive the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on Federal holidays when
wire transfers are restricted. Requests for redemption can be made by telephone
or by mail.

THROUGH THE BANKS

BY TELEPHONE.  A shareholder who is a customer of one of the Banks may redeem
shares of the Fund by calling Deposit Guaranty National Bank at (800) 748-8500
or Commercial National Bank at (800) 274-1907. For orders received before 4:00
p.m. (Eastern time), proceeds will normally be wired the next day to the
shareholder's account at the Banks or a check will be sent to the address of
record. In no event will proceeds be sent more than seven days after a proper
request for redemption has been received. An authorization form permitting the
Fund to accept telephone requests must first be completed. Authorization forms
and information on this service are available from the Banks. Telephone
redemption instructions may be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Services Company or the Banks.

If at any time the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

BY MAIL.  Any shareholder may redeem Fund shares by sending a written request to
the Banks. The written request should include the shareholder's name, the Fund
name, the account number, and the share or dollar amount requested, and should
be signed exactly as the shares are registered. If share certificates have been
issued, they must be properly endorsed and should be sent by registered or


certified mail with the written request. Shareholders should call the Banks for
assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than on record with the
Fund, or a redemption payable other than to the shareholder of record must have
signatures on written redemption requests guaranteed by:

     - a trust company or commercial bank whose deposits are insured by the BIF,
       which is administered by the FDIC;

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

     - a savings bank or savings and loan association whose deposits are insured
       by the SAIF, which is administered by the FDIC; or

     - any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and Federated Services Company have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Fund and Federated Services Company
reserve the right to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments and the
amount of dividends paid with respect to Fund shares, redemptions may reduce,
and eventually deplete, the shareholder's investment in the Fund. For this
reason, payments under this program should not be considered as yield or income
on the shareholder's investment in the Fund. To be eligible to participate in
this program, a shareholder must have an account value of at least $10,000. A
shareholder may apply for participation in this program through the Banks. Due
to the fact that shares are sold with a sales charge, it is not advisable for
shareholders to be purchasing shares of the Fund while participating in this
program.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.

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


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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares of all
classes of each Fund in the Trust have equal voting rights, except that in
matters affecting only a particular Fund or class, only shareholders of that
Fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Trust or Fund's operation and for the
election of Trustees under certain circumstances.

Trustees may be removed by the shareholders at a special meeting. A special
meeting of the shareholders for this purpose shall be called by the Trustees
upon the written request of shareholders owning at least 10% of all shares of
the Trust entitled to vote.

   
As of April 17, 1995, Deposit Guaranty National Bank, Jackson, Mississippi,
acting in various capacities for numerous accounts, was the owner of record of
approximately 17,315,998 shares (68.6%), and therefore, may, for certain
purposes, be deemed to control the Fund and be able to affect the outcome of
certain matters presented for a vote of shareholders.
    

MASSACHUSETTS PARTNERSHIP LAW

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

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

EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, or distributing
securities in general. Such laws and regulations do not prohibit such a holding
company or bank or non-bank affiliate from acting as investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer. The
Fund's Adviser and Sub-Adviser, Deposit Guaranty National Bank and Commercial
National Bank, respectively, are subject to such banking laws and regulations.


The Banks believe, based on the advice of counsel, that they may perform the
investment advisory services for the Fund contemplated by the advisory agreement
with the Trust and the sub-advisory agreement between the Banks without
violating the Glass-Steagall Act or other applicable banking laws or
regulations. Such counsel has pointed out, however, that changes in either
federal or state statutes and regulations relating to the permissible activities
of banks and their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of present or future statutes and
regulations, could prevent the Banks from continuing to perform all or a part of
the above services for their customers and/or the Fund. In such event, changes
in the operation of the Fund may occur, including the possible alteration or
termination of any automatic or other Fund share investment and redemption
services then being provided by the Banks, and the Trustees would consider
alternative investment advisers and other means of continuing available
investment services. It is not expected that Fund shareholders would suffer any
adverse financial consequences (if another adviser and/or sub-adviser with
equivalent abilities to Deposit Guaranty National Bank and/or Commercial
National Bank are found) as a result of any of these occurrences.

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 received. This applies whether dividends
are received in cash or as additional shares. The Fund will provide detailed tax
information for reporting purposes.

Shareholders are urged to consult their own tax advisers regarding the status of
their account 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 gains
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 maximum 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.

The performance information reflects the effect of the maximum sales load which,
if excluded, would increase the total return and yield.

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


DG EQUITY FUND

PORTFOLIO OF INVESTMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  SHARES                                                                                   VALUE
- ----------         ------------------------------------------------------------------   ------------
<C>           <C>  <S>                                                                  <C>
COMMON STOCKS--90.4%
- -------------------------------------------------------------------------------------
                   BUSINESS EQUIPMENT AND SERVICES--10.0%
                   ------------------------------------------------------------------
   150,000         Automatic Data Processing, Inc.                                      $  9,225,000
                   ------------------------------------------------------------------
   150,000         Donnelley (R.R.) & Sons Co.                                             5,137,500
                   ------------------------------------------------------------------
   100,000         Dun & Bradstreet Corp.                                                  5,162,500
                   ------------------------------------------------------------------
   180,000         Pitney Bowes, Inc.                                                      6,390,000
                   ------------------------------------------------------------------   ------------
                   Total                                                                  25,915,000
                   ------------------------------------------------------------------   ------------
   
                   CAPITAL GOODS--7.6%
                   ------------------------------------------------------------------
   100,000         Dover Corp.                                                             5,950,000
                   ------------------------------------------------------------------
   135,000         General Electric Co.                                                    7,408,125
                   ------------------------------------------------------------------
   150,000         PPG Industries, Inc.                                                    5,512,500
                   ------------------------------------------------------------------
    16,900         Tyco International, LTD                                                   880,913
                   ------------------------------------------------------------------   ------------
                   Total                                                                  19,751,538
                   ------------------------------------------------------------------   ------------
                   CONSUMER DURABLES--1.0%
                   ------------------------------------------------------------------
    50,000         Whirlpool Corp.                                                         2,718,750
                   ------------------------------------------------------------------   ------------
                   CONSUMER NON-DURABLES--22.1%
                   ------------------------------------------------------------------
   100,000         Coca-Cola Co.                                                           5,500,000
                   ------------------------------------------------------------------
    60,000         Eastman Kodak Co.                                                       3,060,000
                   ------------------------------------------------------------------
   110,000         Heinz (H.J.) Co.                                                        4,331,250
                   ------------------------------------------------------------------
   200,000         International Flavors & Fragrances                                      9,625,000
                   ------------------------------------------------------------------
   160,000         PepsiCo, Inc.                                                           6,260,000
                   ------------------------------------------------------------------
    80,000         Philip Morris Cos., Inc.                                                4,860,000
                   ------------------------------------------------------------------
   120,000         Proctor & Gamble Co.                                                    7,980,000
                   ------------------------------------------------------------------
   140,000         Quaker Oats Co.                                                         4,567,500
                   ------------------------------------------------------------------
   180,000         Sara Lee Corp.                                                          4,725,000
                   ------------------------------------------------------------------
</TABLE>
    


DG EQUITY FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
  SHARES                                                                                   VALUE
- ----------         ------------------------------------------------------------------   ------------
<C>           <C>  <S>                                                                  <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
                   CONSUMER NON-DURABLES--CONTINUED
                   ------------------------------------------------------------------
   140,000         Sysco Corp.                                                          $  3,972,500
                   ------------------------------------------------------------------
    60,000         Tambrands, Inc.                                                         2,595,000
                   ------------------------------------------------------------------   ------------
                   Total                                                                  57,476,250
                   ------------------------------------------------------------------   ------------
                   CONSUMER SERVICES--4.8%
                   ------------------------------------------------------------------
   175,000         Disney (Walt) Co.                                                       9,340,625
                   ------------------------------------------------------------------
     8,000       * Viacom, Inc.--Class A                                                     370,000
                   ------------------------------------------------------------------
    60,615       * Viacom, Inc.--Class B                                                   2,712,521
                   ------------------------------------------------------------------
   100,000       * Viacom, Inc.--Variable Common Rights                                      100,000
                   ------------------------------------------------------------------   ------------
                   Total                                                                  12,523,146
                   ------------------------------------------------------------------   ------------
                   ENERGY--4.5%
                   ------------------------------------------------------------------
    60,000         Amoco Corp.                                                             3,555,000
                   ------------------------------------------------------------------
    43,000         Anadarko Petroleum Corp.                                                1,886,625
                   ------------------------------------------------------------------
    90,000         Chevron Corp.                                                           4,275,000
                   ------------------------------------------------------------------
    35,400         Schlumberger, Ltd.                                                      2,013,375
                   ------------------------------------------------------------------   ------------
                   Total                                                                  11,730,000
                   ------------------------------------------------------------------   ------------
                   HEALTHCARE--9.9%
                   ------------------------------------------------------------------
   100,000         Abbott Laboratories                                                     3,550,000
                   ------------------------------------------------------------------
   120,000         Bristol-Myers Squibb Co.                                                7,440,000
                   ------------------------------------------------------------------
    50,000         Eli Lilly & Co.                                                         3,350,000
                   ------------------------------------------------------------------
    70,000         Hillenbrand Industry, Inc.                                              1,968,750
                   ------------------------------------------------------------------
    58,800         Merck and Co., Inc.                                                     2,491,650
                   ------------------------------------------------------------------
    85,000         Pfizer, Inc.                                                            7,033,750
                   ------------------------------------------------------------------   ------------
                   Total                                                                  25,834,150
                   ------------------------------------------------------------------   ------------
</TABLE>
    


DG EQUITY FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
  SHARES                                                                                   VALUE
- ----------         ------------------------------------------------------------------   ------------
<C>           <C>  <S>                                                                  <C>
COMMON STOCKS--CONTINUED
- -------------------------------------------------------------------------------------
                   RAW MATERIALS--3.9%
                   ------------------------------------------------------------------
    75,000         Great Lakes Chemical Corp.                                           $  4,509,375
                   ------------------------------------------------------------------
    90,000         Lubrizol Corp.                                                          3,015,000
                   ------------------------------------------------------------------
    90,000         Morton International, Inc.                                              2,632,500
                   ------------------------------------------------------------------   ------------
                   Total                                                                  10,156,875
                   ------------------------------------------------------------------   ------------
                   RETAIL--9.5%
                   ------------------------------------------------------------------
   320,000         McDonald's Corp.                                                       10,640,000
                   ------------------------------------------------------------------
    35,000         Melville Corp.                                                          1,137,500
                   ------------------------------------------------------------------
   155,000         Walgreen Company                                                        7,323,750
                   ------------------------------------------------------------------
   240,000         Wal-Mart Stores, Inc.                                                   5,700,000
                   ------------------------------------------------------------------   ------------
                   Total                                                                  24,801,250
                   ------------------------------------------------------------------   ------------
                   TECHNOLOGY--12.9%
                   ------------------------------------------------------------------
    30,000         AMP Inc.                                                                2,250,000
                   ------------------------------------------------------------------
    85,000         Boeing Co.                                                              3,920,625
                   ------------------------------------------------------------------
   170,000       * Compaq Computer Corp.                                                   5,865,000
                   ------------------------------------------------------------------
   100,000       * Digital Equipment Corp.                                                 3,350,000
                   ------------------------------------------------------------------
   100,000         Hewlett-Packard Co.                                                    11,500,000
                   ------------------------------------------------------------------
    40,000         International Business Machines Corp.                                   3,010,000
                   ------------------------------------------------------------------
    50,000         Raytheon Co.                                                            3,525,000
                   ------------------------------------------------------------------   ------------
                   Total                                                                  33,420,625
                   ------------------------------------------------------------------   ------------
</TABLE>
    


DG EQUITY FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT
 OR SHARES                                                                                 VALUE
- -----------         -----------------------------------------------------------------   ------------
<C>            <C>  <S>                                                                 <C>
COMMON STOCK--CONTINUED
- -------------------------------------------------------------------------------------
                    UTILITIES--4.2%
                    -----------------------------------------------------------------
    100,000         American Telephone & Telegraph Co.                                  $  5,175,000
                    -----------------------------------------------------------------
     35,000         BellSouth Corp.                                                        2,065,000
                    -----------------------------------------------------------------
     80,000         Central & Southwest Corp.                                              1,970,000
                    -----------------------------------------------------------------
     40,000         Southwestern Bell Corp.                                                1,665,000
                    -----------------------------------------------------------------   ------------
                    Total                                                                 10,875,000
                    -----------------------------------------------------------------   ------------
                    TOTAL COMMON STOCKS (IDENTIFIED COST, $208,867,580)                  235,202,584
                    -----------------------------------------------------------------   ------------
**REPURCHASE AGREEMENT--8.2%
- -------------------------------------------------------------------------------------
$21,226,332         Cantor Fitzgerald Securities Corp., 6.05%, dated 2/28/1995, due
                    3/1/1995 (AT AMORTIZED COST)                                          21,226,332
                    -----------------------------------------------------------------   ------------
                    TOTAL INVESTMENTS (IDENTIFIED COST, $230,093,912)                   $256,428,916+
                    -----------------------------------------------------------------   ------------
</TABLE>
    

   
 * Non-income producing security.
    

** The repurchase agreement is fully collateralized by U.S. Treasury obligations
   based on market prices at the date of the portfolio.

   
 + The cost of investments for federal tax purposes amounts to $230,093,912. The
   net unrealized appreciation of investments on a federal tax cost basis
   amounts to $26,335,004, which is comprised of $36,467,450 appreciation and
   $10,132,446 depreciation at February 28, 1995.
    

Note: The categories of investments are shown as a percentage of net assets
      ($259,997,924) at February 28, 1995.

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


DG EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                     <C>        <C>
ASSETS:
- -------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost, $230,093,912)        $256,428,916
- -------------------------------------------------------------------------------
Receivable for shares sold                                                            1,788,688
- -------------------------------------------------------------------------------
Receivable for investments sold                                                       1,139,460
- -------------------------------------------------------------------------------
Income receivable                                                                       638,237
- -------------------------------------------------------------------------------
Deferred expenses                                                                        30,830
- -------------------------------------------------------------------------------    ------------
     Total assets                                                                   260,026,131
- -------------------------------------------------------------------------------
LIABILITIES:
- -------------------------------------------------------------------------------
Payable to portfolio accountant                                         $ 5,707
- ---------------------------------------------------------------------
Payable for shares redeemed                                               5,021
- ---------------------------------------------------------------------
Payable to transfer and dividend disbursing agent                         4,578
- ---------------------------------------------------------------------
Accrued expenses                                                         12,901
- ---------------------------------------------------------------------   -------
     Total liabilities                                                                   28,207
- -------------------------------------------------------------------------------    ------------
Net Assets for 22,777,372 shares outstanding                                       $259,997,924
- -------------------------------------------------------------------------------    ------------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------------------
Paid in capital                                                                    $233,132,212
- -------------------------------------------------------------------------------
Net unrealized appreciation of investments                                           26,335,004
- -------------------------------------------------------------------------------
Accumulated net realized loss on investments                                            (87,030)
- -------------------------------------------------------------------------------
Undistributed net investment income                                                     617,738
- -------------------------------------------------------------------------------    ------------
     Total Net Assets                                                              $259,997,924
- -------------------------------------------------------------------------------    ------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
Net Asset Value Per Share ($259,997,924 / 22,777,372 shares outstanding)                 $11.41
- -------------------------------------------------------------------------------    ------------
Offering Price Per Share (100/98.00 of $11.41)*                                          $11.64
- -------------------------------------------------------------------------------    ------------
</TABLE>
    

   
* Effective May 1, 1995, the maximum sales load is 3.50%. See "What Shares
  Cost."
    

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


DG EQUITY FUND

STATEMENT OF OPERATIONS
   
YEAR ENDED FEBRUARY 28, 1995
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                    <C>           <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------
Interest                                                                             $   670,040
- ---------------------------------------------------------------------------------
Dividends                                                                              5,673,263
- ---------------------------------------------------------------------------------    -----------
     Total income                                                                      6,343,303
- ---------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------
Investment advisory fee                                                $1,907,646
- --------------------------------------------------------------------
Administrative personnel and services fee                                 319,181
- --------------------------------------------------------------------
Custodian fees                                                             29,500
- --------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                   36,577
- --------------------------------------------------------------------
Directors'/Trustees' fees                                                   4,732
- --------------------------------------------------------------------
Auditing fees                                                              11,522
- --------------------------------------------------------------------
Legal fees                                                                  1,213
- --------------------------------------------------------------------
Portfolio accounting fees                                                  65,281
- --------------------------------------------------------------------
Share registration costs                                                   23,164
- --------------------------------------------------------------------
Printing and postage                                                        9,808
- --------------------------------------------------------------------
Insurance premiums                                                          8,826
- --------------------------------------------------------------------
Miscellaneous                                                               5,394
- --------------------------------------------------------------------   ----------
     Total expenses                                                                    2,422,844
- ---------------------------------------------------------------------------------    -----------
          Net investment income                                                        3,920,459
- ---------------------------------------------------------------------------------    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ---------------------------------------------------------------------------------
Net realized gain on investments                                                       2,434,655
- ---------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                  11,661,159
- ---------------------------------------------------------------------------------    -----------
     Net realized and unrealized gain on investments                                  14,095,814
- ---------------------------------------------------------------------------------    -----------
          Change in net assets resulting from operations                             $18,016,273
- ---------------------------------------------------------------------------------    -----------
</TABLE>
    

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


DG EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                 -------------------------------
                                                                 FEBRUARY 28,      FEBRUARY 28,
                                                                     1995              1994
                                                                 -------------     -------------
<S>                                                              <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
- --------------------------------------------------------------
OPERATIONS--
- --------------------------------------------------------------
Net investment income                                            $   3,920,459     $  3,524,794
- --------------------------------------------------------------
Net realized gain on investments ($2,523,351 and $2,837,598,
respectively, as computed for federal tax purposes)                  2,434,655        3,099,223
- --------------------------------------------------------------
Net change in unrealized appreciation of investments                11,661,159        7,867,219
- --------------------------------------------------------------   -------------     ------------
     Change in net assets resulting from operations                 18,016,273       14,491,236
- --------------------------------------------------------------   -------------     ------------
DISTRIBUTIONS TO SHAREHOLDERS--
- --------------------------------------------------------------
Distributions from net investment income                            (3,923,189)      (3,253,053)
- --------------------------------------------------------------
Distributions from net realized gains                               (3,737,081)      (1,382,777)
- --------------------------------------------------------------   -------------     ------------
     Change in net assets resulting from distributions to
     shareholders                                                   (7,660,270)      (4,635,830)
- --------------------------------------------------------------   -------------     ------------
SHARE TRANSACTIONS--
- --------------------------------------------------------------
Proceeds from sale of shares                                        61,047,804      134,529,308
- --------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                               4,839,980        3,351,297
- --------------------------------------------------------------
Cost of shares redeemed                                           (100,448,383)     (44,772,757)
- --------------------------------------------------------------   -------------     ------------
     Change in net assets resulting from share transactions        (34,560,599)      93,107,848
- --------------------------------------------------------------   -------------     ------------
          Change in net assets                                     (24,204,596)     102,963,254
- --------------------------------------------------------------
NET ASSETS:
- --------------------------------------------------------------
Beginning of period                                                284,202,520      181,239,266
- --------------------------------------------------------------   -------------     ------------
End of period (including undistributed net investment income
  of $617,738 and $620,468, respectively)                        $ 259,997,924     $284,202,520
- --------------------------------------------------------------   -------------     ------------
</TABLE>
    

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


DG EQUITY FUND

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

   
DG Investor Series (the "Trust") is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of six diversified portfolios. The financial statements
included herein present only those of DG Equity Fund (the "Fund"). The financial
statements of the other portfolios are presented separately. The assets of each
portfolio are segregated and a shareholder's interest is limited to the
portfolio in which shares are held.
    

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT VALUATIONS--Listed equity securities are valued at the last sale
    price reported on national securities exchanges. Unlisted securities and
    short-term securities are generally valued at the prices provided by an
    independent pricing service. Short-term securities with remaining maturities
    of sixty days or less at the time of purchase may be valued at amortized
    cost, which approximates fair market value.

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

   
    The Fund will only enter into repurchase agreements with banks and other
    recognized financial institutions, such as broker/dealers, which are deemed
    by the Fund's adviser to be creditworthy pursuant to the guidelines and/or
    standards reviewed or established by the Board of Trustees (the "Trustees").
    

    Risks may arise from the potential inability of counterparties to honor the
    terms of the repurchase agreement. Accordingly, the Fund could receive less
    than the repurchase price on the sale of collateral securities.

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


DG EQUITY FUND
- --------------------------------------------------------------------------------

   
    FEDERAL TAXES--It is the Fund's policy to comply with the provisions of the
    Code applicable to regulated investment companies and to distribute to
    shareholders each year all of its income. Accordingly, no provisions for
    federal tax are necessary. Additionally, net capital losses of $88,697
    attributable to security transactions incurred after October 31, 1994 are
    treated as arising on March 1, 1995, the first day of the Fund's next
    taxable year.
    

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

    DEFERRED EXPENSES--The costs incurred by the Fund with respect to
    registration of its shares in its first fiscal year, excluding the initial
    expense of registering the shares, have been deferred and are being
    amortized using the straight-line method not to exceed a period of five
    years from the Fund's commencement date.

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

   
(3) SHARES OF BENEFICIAL INTEREST
    

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

<TABLE>
<CAPTION>
                                                                           YEAR ENDED
                                                                 -------------------------------
                                                                 FEBRUARY 28,      FEBRUARY 28,
                                                                     1995              1994
                                                                 -------------     -------------
<S>                                                              <C>               <C>
Shares sold                                                         5,663,505        12,800,127
- --------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared        455,037           315,593
- --------------------------------------------------------------
Shares redeemed                                                    (9,475,512)       (4,180,747)
- --------------------------------------------------------------   ------------      ------------
       Net change resulting from Fund share transactions           (3,356,970)        8,934,973
- --------------------------------------------------------------   ------------      ------------
</TABLE>

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

   
    INVESTMENT ADVISORY FEE--Deposit Guaranty National Bank, the Fund's
    investment adviser (the "Adviser"), receives for its services an annual
    investment advisory fee equal to .75 of 1% of the Fund's average daily net
    assets. Under the terms of a sub-advisory agreement between the Adviser and
    the Trust Division of Commercial National Bank, Commercial National Bank
    receives an annual fee from the Adviser equal to .25 of 1% of the Fund's
    average daily net assets.
    


DG EQUITY FUND
- --------------------------------------------------------------------------------

    ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the
    Trust with certain administrative personnel and services. The FAS fee is
    based on the level of average aggregate net assets of the Trust for the
    period. FAS may voluntarily choose to waive a portion of its fee.

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

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

   
    ORGANIZATIONAL EXPENSES--Organizational expenses ($23,061) were initially
    borne by FAS. The Fund has agreed to reimburse FAS for the organizational
    expenses during the five year period following July 20, 1992 (the date the
    Fund became effective). For the year ended February 28, 1995, the Fund paid
    $3,806, pursuant to this agreement.
    

    GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
    Directors or Trustees of the above companies.

(5) INVESTMENT TRANSACTIONS

   
Purchases and sales of investments, excluding short-term securities, for the
year ended February 28, 1995, were as follows:
    

   
<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $ 1,417,175
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $42,767,879
- -------------------------------------------------------------------------------   -----------
</TABLE>
    


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

   
The Board of Trustees and Shareholders
    

DG INVESTOR SERIES:

   
We have audited the statement of assets and liabilities, including the portfolio
of investments, of the DG Equity Fund (a portfolio within DG Investor Series) as
of February 28, 1995, and the related statement of operations for the period
then ended, the statements of changes in net assets for the years ended February
28, 1995 and 1994, and the financial highlights, which is presented on page 2 of
this prospectus, for the periods from August 3, 1992 (commencement of
operations) to February 28, 1995. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.
    

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

   
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the DG
Equity Fund at February 28, 1995 and the results of its operations for the year
then ended, and the changes in its net assets and the financial highlights for
each of the periods listed above, in conformity with generally accepted
accounting principles.
    

                                                           KPMG PEAT MARWICK LLP

Pittsburgh, Pennsylvania
   
April 7, 1995
    


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

   
<TABLE>
<S>             <C>                                          <C>
                DG Equity Fund                               Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Deposit Guaranty National Bank               P.O. Box 23100
                                                             Jackson, Mississippi 39225-3100
- ------------------------------------------------------------------------------------------------
Sub-Adviser
                Commercial National Bank                     P.O. Box 21119
                                                             Shreveport, Louisiana 71152
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 1713
                Trust Company                                Boston, Massachusetts 02105
- ------------------------------------------------------------------------------------------------
Transfer Agent, Dividend Disbursing Agent, and
Shareholder Servicing Agent
                Federated Services Company                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Independent Auditors
                KPMG Peat Marwick LLP                        One Mellon Bank Center
                                                             Pittsburgh, Pennsylvania 15219
- ------------------------------------------------------------------------------------------------
</TABLE>
    


                                         DG
                                         EQUITY FUND
- --------------------------------------------------------------------------------
                                         PROSPECTUS

                                         A Diversified Portfolio of
                                         DG Investor Series,
                                         an Open-End Management
                                         Investment Company

                                              Deposit Guaranty
                                              National Bank
                                              Jackson, MS
   
                                              Investment Adviser
    

                                              Commercial
                                              National Bank
                                              Shreveport, LA
   
                                              Sub-Adviser
    

   
                                         APRIL 30, 1995
    
- --------------------------------------------------------------------------------
      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

   
      2061001A (4/95)
    

The shares offered by this prospectus are not deposits or obligations of Deposit
Guaranty National Bank or Commercial National Bank, are not endorsed or
guaranteed by Deposit Guaranty National Bank or Commercial National 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.


DG OPPORTUNITY FUND
(A PORTFOLIO OF DG INVESTOR SERIES)
PROSPECTUS

The shares of DG Opportunity Fund (the "Fund") offered by this prospectus
represent interests in a diversified portfolio of DG Investor Series (the
"Trust"), an open-end, management investment company (a mutual fund).

The investment objective of the Fund is to provide capital appreciation. The
Fund pursues its investment objective by investing primarily in a portfolio of
equity securities comprising the small capitalization sector of the United
States equity market.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF DEPOSIT
GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL BANK, ARE NOT ENDORSED OR
GUARANTEED BY DEPOSIT GUARANTY NATIONAL BANK OR COMMERCIAL NATIONAL 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 dated April 30,
1995, with the Securities and Exchange Commission. 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
free of charge, obtain other information, or make inquiries about the Fund by
writing to the Fund or calling 1-800-530-7377.
    

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

   
Prospectus dated April 30, 1995
    

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

SUMMARY OF FUND EXPENSES                                                       1
- ------------------------------------------------------

   
FINANCIAL HIGHLIGHTS                                                           2
    
   
- ------------------------------------------------------
    

   
GENERAL INFORMATION                                                            3
    
   
- ------------------------------------------------------
    

   
INVESTMENT INFORMATION                                                         3
    
- ------------------------------------------------------

   
  Investment Objective                                                         3
    
   
  Investment Policies                                                          3
    
   
    Acceptable Investments                                                     3
    
   
    Convertible Securities                                                     4
    
   
    Repurchase Agreements                                                      4
    
    Investing in Securities of Other
   
      Investment Companies                                                     5
    
   
    Securities of Foreign Issuers                                              5
    
   
    Put and Call Options                                                       5
    
   
    Futures Contracts and Options on Futures                                   5
    
   
    Risks                                                                      6
    
    When-Issued and Delayed
   
      Delivery Transactions                                                    6
    
   
    Lending of Portfolio Securities                                            6
    
   
    Restricted and Illiquid Securities                                         7
    
   
    Temporary Investments                                                      7
    
   
  Investment Risks                                                             7
    
   
  Portfolio Turnover                                                           7
    
   
  Investment Limitations                                                       8
    

   
DG INVESTOR SERIES INFORMATION                                                 8
    
- ------------------------------------------------------

   
  Management of the Trust                                                      8
    
   
    Board of Trustees                                                          8
    
   
    Investment Adviser                                                         8
    
   
      Advisory Fees                                                            8
    
   
      Adviser's Background                                                     9
    
   
    Sub-Adviser                                                                9
    
   
      Sub-Advisory Fees                                                        9
    
   
      Sub-Adviser's Background                                                10
    
   
  Distribution of Fund Shares                                                 10
    
   
    Distribution Plan                                                         10
    
   
    Shareholder Servicing Arrangements                                        11
    

   
ADMINISTRATION OF THE FUND                                                    11
    
- ------------------------------------------------------

   
    Administrative Services                                                   11
    
   
    Shareholder Services Plan                                                 11
    
   
    Custodian                                                                 11
    
    Transfer Agent, Dividend Disbursing
      Agent, and Shareholder
   
      Servicing Agent                                                         12
    
   
    Independent Auditors                                                      12
    
   
  Brokerage Transactions                                                      12
    

   
NET ASSET VALUE                                                               12
    
- ------------------------------------------------------

   
INVESTING IN THE FUND                                                         12
    
- ------------------------------------------------------

   
  Share Purchases                                                             12
    
    Through the Banks                                                         12
   
  Minimum Investment Required                                                 13
    
   
  What Shares Cost                                                            13
    
   
    Purchases at Net Asset Value                                              13
    
   
    Sales Charge Reallowance                                                  13
    
   
  Reducing the Sales Charge                                                   14
    
    Quantity Discounts and Accumulated
   
      Purchases                                                               14
    
   
    Letter of Intent                                                          14
    
    Reinvestment Privilege                                                    14
   
    Purchases with Proceeds from
    
   
      Redemptions of Unaffiliated
    
   
         Investment Companies                                                 15
    
   
    Concurrent Purchases                                                      15
    
   
  Systematic Investment Program                                               15
    
   
  Certificates and Confirmations                                              15
    
   
  Dividends and Distributions                                                 15
    

   
EXCHANGE PRIVILEGE                                                            15
    
- ------------------------------------------------------

   
  DG Investor Series                                                          15
    

   
EXCHANGING SHARES                                                             16
    
- ------------------------------------------------------

   
REDEEMING SHARES                                                              16
    
- ------------------------------------------------------

   
  Through the Banks                                                           16
    
   
    By Telephone                                                              16
    
   
    By Mail                                                                   17
    
   
    Signatures                                                                17
    
   
  Systematic Withdrawal Program                                               17
    
   
  Accounts With Low Balances                                                  18
    

   
SHAREHOLDER INFORMATION                                                       18
    
- ------------------------------------------------------

   
  Voting Rights                                                               18
    
   
  Massachusetts Partnership Law                                               18
    

   
EFFECT OF BANKING LAWS                                                        19
    
- ------------------------------------------------------

   
TAX INFORMATION                                                               19
    
- ------------------------------------------------------

   
  Federal Income Tax                                                          19
    

   
PERFORMANCE INFORMATION                                                       20
    
   
- ------------------------------------------------------
    

   
FINANCIAL STATEMENTS                                                          21
    
- ------------------------------------------------------

   
INDEPENDENT AUDITORS' REPORT                                                  31
    
   
- ------------------------------------------------------
    

   
ADDRESSES                                                                     32
    
- ------------------------------------------------------


SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>      <C>
                                 SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price).....             3.50%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)...........................................              None
Contingent Deferred Sales Charge (as a percentage of original purchase price or
  redemption proceeds, as applicable)...........................................              None
Redemption Fee (as a percentage of amount redeemed, if applicable)..............              None
Exchange Fee....................................................................              None

                                  ANNUAL FUND OPERATING EXPENSES
                             (As a percentage of average net assets)
Management Fee (after waiver)(1)................................................             0.50%
12b-1 Fee(2)....................................................................             0.00%
Total Other Expenses............................................................             0.71%
    Shareholder Services Fee(2).................................................    0.00%
    Total Fund Operating Expenses(3)............................................             1.21%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver by the
adviser. The adviser may terminate this voluntary waiver at any time at its sole
discretion. The maximum management fee is 0.95%.

(2) As of the date of this prospectus, the Fund is not paying or accruing 12b-1
fees or shareholder services fees. The Fund will not accrue or pay 12b-1 fees or
shareholder services fees until a separate class of shares has been created for
certain institutional investors. The Fund can pay up to 0.35% as a 12b-1 fee and
up to 0.15% as a shareholder services fee.

   
(3) The Total Fund Operating Expenses were 0.79% for the fiscal year ended
February 28, 1995. The Total Fund Operating Expenses in the table above reflect
a reduction in the voluntary waiver of the investment advisory fee and
administrative fee for the fiscal year ending February 29, 1996. The Total Fund
Operating Expenses for the fiscal year ending February 29, 1996, are anticipated
to be 1.66% absent the voluntary waiver of the investment advisory fee.
    

    THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "DG INVESTOR SERIES INFORMATION" AND "INVESTING IN THE FUND."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.

   
<TABLE>
<CAPTION>
                          EXAMPLE                             1 year    3 years    5 years    10 years
- -----------------------------------------------------------   ------    -------    -------    --------
<S>                                                           <C>       <C>        <C>        <C>
You would pay the following expenses on a $1,000 investment
  assuming (1) 5% annual return, (2) redemption at the end
  of each time period, and (3) payment of the maximum sales
  load.....................................................    $ 47       $72        $99        $176
</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 FUND'S FISCAL YEAR ENDING FEBRUARY
29, 1996.


DG OPPORTUNITY FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

   
Reference is made to the Report of KPMG Peat Marwick LLP, Independent Auditors,
on page 31.
    

   
<TABLE>
<CAPTION>
                                                                                  PERIOD ENDED
                                                                                  FEBRUARY 28,
                                                                                    1995(A)
                                                                                  ------------
<S>                                                                               <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                 $10.00
- -----------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------------
  Net investment income                                                                0.02
- -----------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                               1.17
- -----------------------------------------------------------------------------     ---------
  Total from investment operations                                                     1.19
- -----------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------------
  Distributions from net investment income                                            (0.02)
- -----------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                     (0.02)
- -----------------------------------------------------------------------------     ---------
  Total distributions                                                                 (0.04)
- -----------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                       $11.15
- -----------------------------------------------------------------------------     ---------
TOTAL RETURN(B)                                                                       11.84%
- -----------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------------
  Expenses                                                                             0.79%(c)
- -----------------------------------------------------------------------------
  Net investment income                                                                0.06%(c)
- -----------------------------------------------------------------------------
  Expense waiver/reimbursement(d)                                                      1.34%(c)
- -----------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                           $36,664
- -----------------------------------------------------------------------------
  Portfolio turnover                                                                     45%
- -----------------------------------------------------------------------------
</TABLE>
    

   
(a) Reflects operations for the period from August 1, 1994 (date of initial
    public investment) to February 28, 1995.
    

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

(c) Computed on an annualized basis.

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

   
Further information about the Fund's performance is contained in the Fund's
annual report for the fiscal year ended February 28, 1995, which can be obtained
free of charge.
    

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


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

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated February 7, 1992. 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.

Shares of the Fund are designed for retail and trust customers of Deposit
Guaranty National Bank and Commercial National Bank and their affiliates as a
convenient means of participating in a professionally managed, diversified
portfolio consisting primarily of equity securities. A minimum initial
investment of $1,000 is required.

Fund shares are sold at net asset value plus an applicable sales charge and are
redeemed at net asset value.

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

INVESTMENT OBJECTIVE

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

INVESTMENT POLICIES

The Fund pursues its investment objective by investing primarily in a portfolio
of equity securities comprising the small capitalization sector of the United
States equity market. In the investment adviser's opinion, small capitalization
stocks have special value in the marketplace and can provide greater growth of
principal than large capitalization stocks, but will not necessarily do so. The
Fund attempts to select companies whose potential for capital appreciation
exceeds that of larger capitalization stocks commensurate with increased risk.
Under normal market conditions, the Fund intends to invest at least 65% of its
total assets in equity securities of companies that have a market value
capitalization of less than $1 billion.

Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees ("Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.

ACCEPTABLE INVESTMENTS.  In pursuing its investment objective, the Fund will
employ investment strategies that utilize a fundamental growth-oriented approach
along with technical analysis and valuation relative to the Standard & Poor's
500 and the stock market to select the small capitalization stocks which will
comprise the Fund's investment portfolio.


Acceptable investments include, but are not limited to:

     - common stock of U.S. companies which are either listed on the New York or
       American Stock Exchange or traded in over-the-counter markets, preferred
       stock of such companies, warrants, and preferred stock convertible into
       common stock of such companies;

   
     - convertible bonds rated at least BBB by Standard & Poor's Ratings Group
       ("Standard & Poor's") or Fitch Investors Service, Inc. ("Fitch") or at
       least Baa by Moody's Investors Service, Inc. ("Moody's") or, if not
       rated, are determined by the adviser to be of comparable quality;
    

     - investments in American Depository Receipts ("ADRs") of foreign companies
       traded on the New York Stock Exchange or in the over-the-counter market;

   
     - money market instruments rated A-1 or A-2 by Standard & Poor's, Prime-1
       or Prime-2 by Moody's, or F-1 or F-2 by Fitch;
    

     - fixed rate notes, bonds and adjustable and variable rate notes of
       companies whose common stock it may acquire rated BBB or better by
       Standard & Poor's or Baa or better by Moody's;

     - securities of other investment companies; and

     - obligations, including certificates of deposit and bankers' acceptances,
       of banks or savings and loan associations having at least $1 billion in
       deposits as of the date of their most recently published financial
       statements and which are insured by the Bank Insurance Fund or the
       Savings Association Insurance Fund, both of which are administered by the
       Federal Deposit Insurance Corporation, including U.S. branches of foreign
       banks and foreign branches of U.S. banks.

CONVERTIBLE SECURITIES.  The Fund may invest up to 10% of its total assets in
convertible securities. Convertible securities are fixed income securities which
may be exchanged or converted into a predetermined number of the issuer's
underlying common stock at the option of the holder during a specified time
period. Convertible securities may take the form of convertible preferred stock,
convertible bonds or debentures, units consisting of "usable" bonds and
warrants, or a combination of the features of several of these securities. The
investment characteristics of each convertible security vary widely, which
allows convertible securities to be employed for different investment
objectives.

The Fund will exchange or convert the convertible securities held in its
portfolio into shares of the underlying common stock in instances in which, in
the investment adviser's opinion, the investment characteristics of the
underlying common shares will assist the Fund in achieving its investment
objective. Otherwise, the Fund may hold or trade convertible securities. In
selecting convertible securities for the Fund, the Fund's adviser evaluates the
investment characteristics of the convertible security as a fixed income
instrument and the investment potential of the underlying equity security for
capital appreciation. In evaluating these matters with respect to a particular
convertible security, the Fund's adviser considers numerous factors, including
the economic and political outlook, the value of the security relative to other
investment alternatives, trends in the determinants of the issuer's profits, and
the issuer's management capability and practices.

REPURCHASE AGREEMENTS.  Certain securities in which the Fund invests may be
purchased pursuant to repurchase agreements. Repurchase agreements are
arrangements in which banks, broker/dealers, and other recognized financial
institutions sell U.S. government securities 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 seller does


not repurchase the securities from the Fund, the Fund could receive less than
the repurchase price on any sale of such securities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES.  The Fund will limit its
investment in other investment companies to no more than 3% of the total
outstanding voting stock of any investment company, will not invest more than 5%
of its total assets in any one investment company, or invest more than 10% of
its total assets in investment companies in general. The Fund will purchase
securities of closed-end investment companies only in open-market transactions
involving only customary broker's commissions. However, these limitations are
not applicable if the securities are acquired in a merger, consolidation, or
acquisition of assets. While it is the Fund's policy to waive its investment
advisory fees on assets invested in securities of other open-end investment
companies, it should be noted that investment companies incur certain expenses,
such as management fees, and, therefore, any investment by a fund in shares of
another investment company would be subject to such duplicate expenses. The Fund
will invest in other investment companies primarily for the purpose of investing
its short-term cash on a temporary basis. The adviser will waive its investment
advisory fee on assets invested in securities of open-end investment companies.

SECURITIES OF FOREIGN ISSUERS.  The Fund may invest up to 20% of its total
assets in securities of foreign issuers traded on the New York or American Stock
Exchange or in the over-the-counter market in the form of depositary receipts.
Securities of a foreign issuer may present greater risks in the form of
nationalization, confiscation, domestic marketability, or other national or
international restrictions. As a matter of practice, the Fund will not invest in
the securities of a foreign issuer if any such risk appears to the investment
adviser to be substantial.

PUT AND CALL OPTIONS.  The Fund may purchase put options on its portfolio
securities as a hedge to attempt to protect securities which the Fund holds, or
will be purchasing, against decreases in value. The Fund may also write (sell)
call options on all or any portion of its portfolio to generate income for the
Fund. The Fund will write call options on securities either held in its
portfolio or which it has the right to obtain without payment of further
consideration or for which it has segregated cash or U.S. government securities
in the amount of any additional consideration.

The Fund may purchase and write over-the-counter options on portfolio securities
in negotiated transactions with the buyers or writers of the options when
options on the portfolio securities held by the Fund are not traded on an
exchange. The Fund purchases and writes options only with investment dealers and
other financial institutions (such as commercial banks or savings and loan
associations) deemed creditworthy by the Fund's adviser.

Over-the-counter options are two-party contracts with price and terms negotiated
between buyer and seller. In contrast, exchange-traded options are third-party
contracts with standardized strike prices and expiration dates and are purchased
from a clearing corporation. Exchange-traded options have a continuous liquid
market, while over-the-counter options may not.

FUTURES CONTRACTS AND OPTIONS ON FUTURES.  The Fund may purchase and sell
financial futures and stock index futures contracts to hedge all or a portion of
its portfolio against changes in the price of its portfolio securities, but will
not engage in futures transactions for speculative purposes.


The Fund may also write call options and purchase put options on financial
futures and stock index futures contracts as a hedge to attempt to protect
securities in its portfolio against decreases in value.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5%
of the market value of the Fund's total assets.

RISKS.  When the Fund writes a call option, the Fund risks not participating in
any rise in the value of the underlying security. In addition, when the Fund
uses futures and options on futures as hedging devices, there is a risk that the
prices of the securities subject to the futures contracts may not correlate
perfectly with the prices of the securities in the Fund's portfolio. This may
cause the futures contract and any related options to react differently than the
portfolio securities to market changes. In addition, the Fund's investment
adviser could be incorrect in its expectations about the direction or extent of
market factors, such as interest rate and stock price movements. In these
events, the Fund may lose money on the futures contract or option.

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

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

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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend portfolio securities on a short-term or long-term basis, or both,
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 adviser has determined are creditworthy under guidelines
established by the Trustees, and will receive collateral in the form of cash or
U.S. government securities equal to at least 100% of the value of the securities
loaned at all times.

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


RESTRICTED AND ILLIQUID SECURITIES.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will not invest more than 15% of its net assets in illiquid securities,
including certain restricted securities not determined by the Trustees to be
liquid, non-negotiable time deposits, over-the-counter options and repurchase
agreements providing for settlement in more than seven days after notice.

TEMPORARY INVESTMENTS.  The Fund may also invest in cash and short-term
obligations during times of unusual market conditions for defensive purposes.
These investments may include obligations such as:

     - commercial paper rated A-1 or A-2 by Standard & Poor's, Prime-1 or
       Prime-2 by Moody's, or F-1 or F-2 by Fitch;

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

     - repurchase agreements.

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. 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 ("Standard & Poor's 500 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 prices of large
company stocks rise 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 Index.

   
Bonds rated "BBB" by Standard & Poor's or "Baa" by Moody's have speculative
characteristics. Changes in economic conditions or other circumstances are more
likely to lead to weakened capacity to make principal and interest payments than
higher rated bonds. Downgraded securities will be evaluated on a case by case
basis by the adviser. The adviser will determine whether or not the security
continues to be an acceptable investment. If not, the security may be sold. The
prices of fixed income securities fluctuate inversely to the direction of
interest rates.
    

PORTFOLIO TURNOVER

Although the Fund does not intend to invest for the purpose of seeking
short-term profits, securities in the portfolio will be sold whenever the
investment adviser believes it is appropriate to do so in light of


   
the Fund's investment objectives, without regard to the length of time a
particular security may have been held. A high portfolio turnover rate may lead
to increased costs and may also result in higher taxes paid by the Fund's
shareholders. During the period from October 1, 1994 (date of initial public
investment), through February 28, 1995, the Fund's portfolio turnover rate was
45%.
    

   
INVESTMENT LIMITATIONS
    

The Fund will not:

     - borrow money directly or through reverse repurchase agreements
       (arrangements in which the Fund sells a portfolio instrument for a
       percentage of its cash value with an agreement to buy it back on a set
       date) or pledge securities except, under certain circumstances, the Fund
       may borrow money and engage in reverse repurchase agreements in amounts
       up to one-third of the value of its total assets and pledge up to 15% of
       the value of its total assets to secure such borrowings.

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

The Fund will not:

     - invest more than 5% of the Fund's net assets in warrants; however, no
       more than 2% of this 5% may be warrants which are not listed on the New
       York or American Stock Exchange.

DG INVESTOR SERIES INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES.  The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising all
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.

INVESTMENT ADVISER.  Pursuant to an investment advisory contract with the Trust,
investment decisions for the Fund are made by Deposit Guaranty National Bank,
the Fund's investment adviser (the "Adviser"), subject to direction by the
Trustees. The Adviser, in consultation with the sub-adviser, continually
conducts investment research and supervision for the Fund and is responsible for
the purchase and sale of portfolio instruments.

     ADVISORY FEES.  The Fund's Adviser receives an annual investment advisory
     fee equal to 0.95 of 1% of the Fund's average daily net assets. The fee
     paid by the Fund, while higher than the advisory fee paid by other mutual
     funds in general, is comparable to fees paid by other mutual funds with
     similar objective and policies. The investment advisory contract provides
     for the voluntary reimbursement of expenses by the Adviser to the extent
     any Fund expenses exceed such lower expense limitation as the Adviser may,
     by notice to the Fund, voluntarily declare to be effective. The Adviser can
     terminate this voluntary reimbursement of expenses at any time at its sole


     discretion. The Adviser has undertaken to reimburse the Fund for operating
     expenses in excess of limitations established by certain states.

     ADVISER'S BACKGROUND.  Deposit Guaranty National Bank, a national banking
     association formed in 1925, is a subsidiary of Deposit Guaranty Corp
     ("DGC"). Through its subsidiaries and affiliates, DGC offers a full range
     of financial services to the public, including commercial lending,
     depository services, cash management, brokerage services, retail banking,
     mortgage banking, investment advisory services and trust services.

   
     As of December 31, 1994, the Trust Division of Deposit Guaranty National
     Bank had approximately $9.1 billion under administration, of which it had
     investment discretion over $1.4 billion. Deposit Guaranty National Bank has
     served as the Trust's investment adviser since May 5, 1992.
    

     As part of their regular banking operations, Deposit Guaranty National Bank
     and Commercial National Bank, the Fund's sub-adviser, may make loans to
     public companies. Thus, it may be possible, from time to time, for the Fund
     to hold or acquire the securities of issuers which are also lending clients
     of Deposit Guaranty National Bank or Commercial National Bank. The lending
     relationships will not be a factor in the selection of securities.

   
     William A. Womack is a Vice President and Trust Investment Officer, and has
     been with Deposit Guaranty National Bank for ten years. Mr. Womack spent
     eight years prior to joining Deposit Guaranty in the investment brokerage
     business. A graduate of Louisiana State University, he received a B.S. in
     Finance, with a minor in Economics. Mr. Womack is a member of the
     Mississippi Chapter of the Society of Financial Analysts. Mr. Womack has
     managed the Fund since July 26, 1994 (the inception of the Fund). He also
     manages the DG Municipal Income Fund. Mr. Womack is responsible for the day
     to day management of the Fund's portfolio.
    

SUB-ADVISER.  Under the terms of a sub-advisory agreement between Deposit
Guaranty National Bank and Commercial National Bank (the "Sub-Adviser"), the
Sub-Adviser will furnish to the Adviser such investment advice, statistical and
other factual information as may be requested by the Adviser. The portfolio
managers from the Trust Divisions of Deposit Guaranty National Bank and
Commercial National Bank will form an investment committee (the "DG Asset
Management Group") to discuss investment strategies and evaluate securities and
the economic outlook.

     SUB-ADVISORY FEES.  For its services under the sub-advisory agreement, the
     Sub-Adviser receives an annual fee from the Adviser equal to 0.25 of 1% of
     the average daily net assets of the Fund. The sub-advisory fee is accrued
     daily and paid monthly. In the event that the fee due from the Trust to the
     Adviser on behalf of the Fund is reduced in order to meet expense
     limitations imposed on the Fund by state securities laws and regulations,
     the sub-advisory fee will be reduced by one-half of said reduction in the
     fee due from the Trust to the Adviser on behalf of the Fund.
     Notwithstanding any other provision in the sub-advisory agreement, the
     Sub-Adviser may, from time to time and for such periods as it deems
     appropriate, reduce its compensation (and, if appropriate, assume expenses
     of the Fund or class of the Fund) to the extent that the Fund's expenses
     exceed such lower expense limitation as the Sub-Adviser may, by notice to
     the Trust on behalf of the Fund, voluntarily declare to be effective.


   
     SUB-ADVISER'S BACKGROUND.  Commercial National Bank, a national banking
     association which received its charter in 1886, is a subsidiary of DGC. As
     of December 31, 1994, the Trust Division at Commercial National Bank had
     approximately $1.2 billion in trust assets under administration, for which
     it had investment discretion over $856 million. Commercial National Bank
     has served as sub-adviser to DG Government Income Fund, DG Limited Term
     Government Income Fund and DG Equity Fund since July 20, 1992. It has
     served as sub-adviser to DG Municipal Income Fund since December 12, 1992,
     and to the Fund and DG Equity Fund since May 25, 1994. All of these funds
     are portfolios of the Trust.
    

   
DISTRIBUTION OF FUND 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.  Under a distribution plan adopted in accordance with the
Investment Company Act Rule 12b-1 (the "Plan"), the Fund will pay to the
distributor an amount computed at an annual rate of 0.35 of 1% of the average
daily net asset value of the Fund to finance any activity which is principally
intended to result in the sale of shares subject to the Plan. The Fund will not
accrue or pay 12b-1 fees until a separate class of shares has been created for
certain institutional investors.

The distributor may from time to time and for such periods as it deems
appropriate, voluntarily reduce its compensation under the Plan to the extent
the expenses attributable to the shares exceed such lower expense limitation as
the distributor may, by notice to the Trust, voluntarily declare to be
effective.

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide distribution and/or administrative services as agents for their
clients or customers. Administrative services may include, but are not limited
to, the following functions: 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;
assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as may reasonably be requested.

The distributor will pay financial institutions a fee based upon shares subject
to the Plan and 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 distributor.

The Fund's 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.

The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or a savings and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-


Steagall Act is deemed to prohibit depository institutions from acting in the
administrative capacities described above or should Congress relax current
restrictions on depository institutions, the Trustees will consider appropriate
changes in the services.

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

SHAREHOLDER SERVICING ARRANGEMENTS.  The distributor may pay financial
institutions a fee with respect to the average net asset value of Shares held by
their customers for providing administrative services. This fee, if paid, will
be reimbursed by the Adviser and not the Fund.

ADMINISTRATION OF THE FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE SERVICES.  Federated Administrative Services, which is a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
shareholder servicing and certain legal and accounting services. Federated
Administrative Services provides these at an annual rate as specified below:

<TABLE>
<CAPTION>
       MAXIMUM                 AVERAGE AGGREGATE DAILY
 ADMINISTRATIVE FEE            NET ASSETS OF THE TRUST
- ---------------------    ------------------------------------
<S>                      <C>
     .150 of 1%               on the first $250 million
     .125 of 1%                on the next $250 million
     .100 of 1%                on the next $250 million
     .075 of 1%          on assets in excess of $750 million
</TABLE>

The administrative fee received during any fiscal year shall aggregate at least
$100,000 per Fund. Federated Administrative Services may choose voluntarily to
waive a portion of its fee at any time.

SHAREHOLDER SERVICES PLAN.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan") with respect to the shares. Under the Services Plan,
financial institutions will enter into shareholder service agreements with the
Fund to provide administrative support services to their customers who from time
to time may be owners of record or beneficial owners of the shares. In return
for providing these support services, a financial institution may receive
payments from the Fund at a rate not exceeding 0.15% of the average daily net
assets of the shares beneficially owned by the financial institution's customers
for whom it is holder of record or with whom it has a servicing relationship.
These administrative services may include, but are not limited to, the provision
of personal services and maintenance of shareholder accounts. The Fund will not
accrue or pay shareholder services fees until a separate class of shares has
been added for certain institutional investors.

CUSTODIAN.  State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Fund.


TRANSFER AGENT, DIVIDEND DISBURSING AGENT, AND SHAREHOLDER SERVICING AGENT.
 Federated Services Company, Pittsburgh, Pennsylvania, is transfer agent for the
shares of the Fund, dividend disbursing agent for the Fund, and shareholder
servicing agent for the Fund.

   
INDEPENDENT AUDITORS. The independent auditors for the Fund are KPMG Peat
Marwick LLP, Pittsburgh, Pennsylvania.
    

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally 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 Adviser 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 Adviser makes decisions on
portfolio transactions and selects brokers and dealers subject to review by the
Trustees.

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

The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.

INVESTING IN THE FUND
- --------------------------------------------------------------------------------

SHARE PURCHASES

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve Wire System are open for business. Fund shares may be ordered by
telephone through procedures established with Commercial National Bank and
Deposit Guaranty National Bank (collectively, the "Banks") in connection with
qualified account relationships. Such procedures may include arrangements under
which certain accounts are swept periodically and amounts exceeding an agreed
upon minimum are invested automatically in Fund shares. Texas residents must
purchase shares of the Fund through Federated Securities Corp. at
1-800-356-2805. The Fund reserves the right to reject any purchase request.

THROUGH THE BANKS.  To place an order to purchase Fund shares, open an account
by calling Deposit Guaranty National Bank at (800) 748-8500 or Commercial
National Bank at (800) 274-1907. Information needed to establish the account
will be taken over the telephone.

Payment may be made by either check, federal funds or by debiting a customer's
account at the Banks. Purchase orders must be received by 4:00 p.m. (Eastern
time). Payment is required before 4:00 p.m. on the next business day in order to
earn dividends for that day.


MINIMUM INVESTMENT REQUIRED

The minimum initial investment in the Fund is $1,000. Subsequent investments may
be in any amounts of $100 or more. The Fund may waive the initial minimum
investment for employees of DGC and its affiliates from time to time.

WHAT SHARES COST

Fund shares are sold at their net asset value next determined after an order is
received, plus a sales charge as follows:

   
<TABLE>
<CAPTION>
                                                       SALES CHARGE AS         SALES CHARGE AS
                                                       A PERCENTAGE OF         A PERCENTAGE OF
               AMOUNT OF TRANSACTION                PUBLIC OFFERING PRICE      NET ASSET VALUE
- --------------------------------------------------------------------------    -----------------
<S>                                                <C>                        <C>
Less than $100,000.................................          3.50%                  3.63%
$100,000 but less than $250,000....................          3.00%                  3.09%
$250,000 but less than $500,000....................          2.50%                  2.56%
$500,000 but less than $750,000....................          2.00%                  2.04%
$750,000 but less than $1 million..................          1.50%                  1.52%
$1 million but less than $2 million................          0.50%                  0.50%
$2 million or more.................................          0.25%                  0.25%
</TABLE>
    

The net asset value is determined at 4:00 p.m. (Eastern time), Monday through
Friday, except on: (i) days on which there are not sufficient changes in the
value of the Fund's portfolio securities that its net asset value might be
materially affected; (ii) days during which no shares are tendered for
redemption and no orders to purchase shares are received; or (iii) the following
holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day,
Thanksgiving Day and Christmas Day.

   
PURCHASES AT NET ASSET VALUE.  Shares of the Fund may be purchased at net asset
value, without a sales charge by: the Trust Division of the Banks for funds
which are held in a fiduciary, agency, custodial or similar capacity; non-trust
customers of financial advisers; Trustees and employees of the Fund, the Banks
or Federated Securities Corp. or their affiliates and their spouses and children
under 21; current and retired directors of the Banks; or any bank or investment
dealer who has a sales agreement with Federated Securities Corp. with regard to
the Fund.
    

   
SALES CHARGE REALLOWANCE.  For sales of shares of the Fund, the Banks or any
authorized dealer will normally receive up to 100% of the applicable sales
charge. Any portion of the sales charge which is not paid to the Banks or
authorized dealers will be retained by the distributor. However, the distributor
will, periodically, uniformly offer to pay additional amounts in the form of
cash or promotional incentives consisting of trips to sales seminars at luxury
resorts, tickets or other such items, to all dealers selling shares of the Fund.
Such payments, all or a portion of which may be paid from the sales charge it
normally retains or any other source available to it, will be predicated upon
the amount of shares of the Fund that are sold by the dealer.
    

The sales charge for shares sold other than through the Banks or authorized
dealers will be retained by the distributor. The distributor may pay fees to the
Banks out of the sales charge in exchange for sales


and/or administrative services performed on behalf of the Banks' customers in
connection with the initiation of customer accounts and purchases of Fund
shares.

REDUCING THE SALES CHARGE

The sales charge can be reduced on the purchase of Fund shares through:

     - quantity discounts and accumulated purchases;

     - signing a 13-month letter of intent;

     - using the reinvestment privilege; or

     - concurrent purchases.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table above,
larger purchases reduce the sales charge paid. The Fund will combine purchases
made on the same day by the investor, his spouse, and his children under age 21
when it calculates the sales charge. In addition, the sales charge, if
applicable, is reduced for purchases made at one time by a trustee or fiduciary
for a single trust estate or a single fiduciary account.

   
If an additional purchase of Fund shares is made, the Fund will consider the
previous purchase still invested in the Fund. For example, if a shareholder
already owns shares having a current value at the public offering price of
$90,000 and he purchases $10,000 more at the current public offering price, the
sales charge on the additional purchase according to the schedule now in effect
would be 3.00%, not 3.50%.
    

To receive the sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the purchase
is made that Fund shares are already owned or that purchases are being combined.
The Fund will reduce the sales charge after it confirms the purchases.

   
LETTER OF INTENT.  If a shareholder intends to purchase at least $100,000 of
shares in the funds in the Trust over the next 13 months, the sales charge may
be reduced by signing a letter of intent to that effect. This letter includes a
provision for a sales charge adjustment depending on the amount actually
purchased within the 13-month period and a provision for the custodian to hold
3.50% of the total amount intended to be purchased in escrow (in shares) until
such purchase is completed.
    

   
The 3.50% held in escrow will be applied to the shareholder's account at the end
of the 13-month period unless the amount specified in the letter of intent is
not purchased. In this event, an appropriate number of escrowed shares may be
redeemed in order to realize the difference in the sales charge.
    

   
This letter of intent will not obligate the shareholder to purchase shares, but
if he does, each purchase during the period will be at the sales charge
applicable to the total amount intended to be purchased. The current balance in
the shareholder's account will provide a purchase credit towards fulfillment of
the letter of intent.
    

REINVESTMENT PRIVILEGE.  If shares in the Fund have been redeemed, the
shareholder has a one-time right, within 30 days, to reinvest the redemption
proceeds at the next-determined net asset value without any sales charge.
Federated Securities Corp. must be notified by the shareholder in writing or by
the Banks of the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his shares in the Fund, there may be tax consequences.


   
PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES.
 Investors may purchase shares at net asset value, without a sales charge, with
the proceeds from the redemption of shares of an investment company which was
sold with a sales charge or commission and was not distributed by Federated
Securities Corp. The purchase must be made within 60 days of the redemption, and
Federated Securities Corp. must be notified by the investor in writing, or by
his financial institution, at the time the purchase is made.
    

CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge reduction,
a shareholder has the privilege of combining concurrent purchases of two or more
funds in the Trust, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $30,000 in one of the other
funds in the Trust with a sales charge and $70,000 in this Fund, the sales
charge would be reduced.

To receive this sales charge reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by the Banks at the time the
concurrent purchases are made. The Fund will reduce the sales charge after it
confirms the purchases.

SYSTEMATIC INVESTMENT PROGRAM

Once an account has been opened, shareholders may add to their investment on a
regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares. A shareholder may apply for participation in this
program through the Banks.

CERTIFICATES AND CONFIRMATIONS

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

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

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared quarterly and paid quarterly. Distribution of any
realized long-term capital gains will be made at least once every twelve months.
Dividends are automatically reinvested in additional shares of the Fund on
payment dates at the ex-dividend date's net asset value without a sales charge,
unless cash payments are requested by writing to the Fund or the Banks, as
appropriate.

   
EXCHANGE PRIVILEGE
    
- --------------------------------------------------------------------------------

DG INVESTOR SERIES

All shareholders of the Fund are shareholders of DG Investor Series.
Shareholders in the Fund have easy access to the other portfolios of DG Investor
Series.


EXCHANGING SHARES
- --------------------------------------------------------------------------------

   
Shareholders of the Fund may exchange shares of the Fund for shares of the other
funds in DG Investor Series. Prior to any exchange, the shareholder must receive
a copy of the current prospectus of the fund into which an exchange is to be
effected. Shares may be exchanged at net asset value, plus the difference
between the Funds' sales charge (if any) already paid and any sales charge of
the fund into which shares are to be exchanged, if higher.
    

When an exchange is made from a fund with a sales charge to a fund with no sales
charge, the shares exchanged and additional shares which have been purchased by
reinvesting dividends on such shares retain the character of the exchanged
shares for purposes of exercising further exchange privileges; thus, an exchange
of such shares for shares of a fund with a sales charge would be at net asset
value.

The exchange privilege is available to shareholders residing in any state in
which the fund shares being acquired may legally be sold. Upon receipt of proper
instructions and all necessary supporting documents, shares submitted for
exchange will be redeemed at the next-determined net asset value. Written
exchange instructions may require a signature guarantee. Exercise of this
privilege is treated as a sale for federal income tax purposes and, depending on
the circumstances, a short or long-term capital gain or loss may be realized.
The exchange privilege may be terminated at any time. Shareholders will be
notified of the termination of the exchange privilege. A shareholder may obtain
further information on the exchange privilege by calling the Banks. Telephone
exchange instructions may be recorded. If reasonable procedures are not followed
by the Fund, it may be liable for losses due to unauthorized or fraudulent
telephone instructions.

REDEEMING SHARES
- --------------------------------------------------------------------------------

Shares are redeemed at their net asset value next determined after the Banks
receive the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on Federal holidays when
wire transfers are restricted. Requests for redemption can be made by telephone
or by mail.

THROUGH THE BANKS

BY TELEPHONE.  A shareholder who is a customer of one of the Banks may redeem
shares of the Fund by calling Deposit Guaranty National Bank at (800) 748-8500
or Commercial National Bank at (800) 274-1907. For orders received before 4:00
p.m. (Eastern time), proceeds will normally be wired the next day to the
shareholder's account at the Banks or a check will be sent to the address of
record. In no event will proceeds be sent more than seven days after a proper
request for redemption has been received. An authorization form permitting the
Fund to accept telephone requests must first be completed. Authorization forms
and information on this service are available from the Banks. Telephone
redemption instructions may be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.


In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption should be utilized, such as a written request to Federated
Services Company or the Banks.

If at any time the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

BY MAIL.  Any shareholder may redeem Fund shares by sending a written request to
the Banks. The written request should include the shareholder's name, the Fund
name, the account number, and the share or dollar amount requested, and should
be signed exactly as the shares are registered. If share certificates have been
issued, they must be properly endorsed and should be sent by registered or
certified mail with the written request. Shareholders should call the Banks for
assistance in redeeming by mail.

SIGNATURES.  Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than on record with the
Fund, or a redemption payable other than to the shareholder of record must have
signatures on written redemption requests guaranteed by:

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

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

     - a savings bank or savings and loan association whose deposits are insured
       by the Savings Association Insurance Fund, which is administered by the
       FDIC; or

     - any other "eligible guarantor institution," as defined in the Securities
       Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public.

The Fund and Federated Services Company have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Fund and Federated Services Company
reserve the right to amend these standards at any time without notice.

Normally, a check for the proceeds is mailed within one business day, but in no
event more than seven days, after receipt of a proper written redemption
request.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments and the
amount of dividends paid with respect to Fund shares, redemptions may reduce,
and eventually deplete, the shareholder's investment in the Fund. For this
reason, payments under this program should not be considered as yield or income
on the shareholder's investment in the Fund. To be eligible to participate in
this program, a shareholder must have an account value of at least $10,000. A
shareholder may apply for participation in this program through the Banks. Due
to the fact that shares are sold with a sales charge, it is not advisable for
shareholders to be purchasing shares of the Fund while participating in this
program.


ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.

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

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders of the Fund for vote. All shares of all
classes of each Fund in the Trust have equal voting rights, except that in
matters affecting only a particular Fund or class, only shareholders of that
Fund or class are entitled to vote. As a Massachusetts business trust, the Trust
is not required to hold annual shareholder meetings. Shareholder approval will
be sought only for certain changes in the Trust or Fund's operation and for the
election of Trustees under certain circumstances.

Trustees may be removed by the shareholders at a special meeting. A special
meeting of the shareholders for this purpose shall be called by the Trustees
upon the written request of shareholders owning at least 10% of all shares of
the Trust entitled to vote.

   
As of April 17, 1995, Deposit Guaranty National Bank, acting in various
capacities for numerous accounts, was the owner of record of 3,326,877 shares
(98.5%) of the Fund, and therefore, may for certain purposes be deemed to
control the Fund and be able to affect the outcome of certain matters presented
for a vote of shareholders.
    

MASSACHUSETTS PARTNERSHIP LAW

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

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


EFFECT OF BANKING LAWS
- --------------------------------------------------------------------------------

The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any bank or non-bank affiliate thereof from sponsoring, organizing or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, and from issuing, underwriting, or distributing
securities in general. Such laws and regulations do not prohibit such a holding
company or bank or non-bank affiliate from acting as investment adviser,
transfer agent or custodian to such an investment company or from purchasing
shares of such a company as agent for and upon the order of their customer. The
Fund's Adviser and Sub-Adviser, Deposit Guaranty National Bank and Commercial
National Bank, respectively, are subject to such banking laws and regulations.

The Banks believe, based on the advice of counsel, that they may perform the
investment advisory services for the Fund contemplated by the advisory agreement
with the Trust and the sub-advisory agreement between the Banks without
violating the Glass-Steagall Act or other applicable banking laws or
regulations. Such counsel has pointed out, however, that changes in either
federal or state statutes and regulations relating to the permissible activities
of banks and their subsidiaries or affiliates, as well as further judicial or
administrative decisions or interpretations of present or future statutes and
regulations, could prevent the Banks from continuing to perform all or a part of
the above services for their customers and/or the Fund. In such event, changes
in the operation of the Fund may occur, including the possible alteration or
termination of any automatic or other Fund share investment and redemption
services then being provided by the Banks, and the Trustees would consider
alternative investment advisers and other means of continuing available
investment services. It is not expected that Fund shareholders would suffer any
adverse financial consequences (if another adviser and/or sub-adviser with
equivalent abilities to Deposit Guaranty National Bank and/or Commercial
National Bank are found) as a result of any of these occurrences.

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 received. This applies whether dividends
are received in cash or as additional shares. The Fund will provide detailed tax
information for reporting purposes.

Shareholders are urged to consult their own tax advisers regarding the status of
their account 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 gains
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 maximum 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.

The performance information reflects the effect of the maximum sales load which,
if excluded, would increase the total return and yield.

   
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.
    


DG OPPORTUNITY FUND

PORTFOLIO OF INVESTMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
  SHARES                                                                                    VALUE
- ----------         -------------------------------------------------------------------   -----------
<C>           <C>  <S>                                                                   <C>
COMMON STOCKS--97.5%
- --------------------------------------------------------------------------------------
                   BROADCASTING--1.8%
                   -------------------------------------------------------------------
    43,000         New World Communications                                              $   677,250
                   -------------------------------------------------------------------   -----------
                   COMMUNICATIONS EQUIPMENT--2.4%
                   -------------------------------------------------------------------
    40,000         Mobile Telecommunications                                                 885,000
                   -------------------------------------------------------------------   -----------
                   CONSUMER DURABLES--2.1%
                   -------------------------------------------------------------------
    62,000         River Oaks Furniture, Inc.                                                790,500
                   -------------------------------------------------------------------   -----------
                   CONSUMER NON-DURABLES--2.0%
                   -------------------------------------------------------------------
    30,000         Pan American Beverage                                                     731,250
                   -------------------------------------------------------------------   -----------
                   ENERGY--8.0%
                   -------------------------------------------------------------------
    38,500         Devon Energy Corp.                                                        693,000
                   -------------------------------------------------------------------
    15,000         Oceaneering International, Inc.                                           131,250
                   -------------------------------------------------------------------
    30,500         Quaker State Corp.                                                        442,250
                   -------------------------------------------------------------------
    54,700         Stone Energy Corp.                                                        854,688
                   -------------------------------------------------------------------
    42,900         Union Texas Petroleum Holdings, Inc.                                      825,825
                   -------------------------------------------------------------------   -----------
                   Total                                                                   2,947,013
                   -------------------------------------------------------------------   -----------
                   FINANCIAL SERVICES--18.3%
                   -------------------------------------------------------------------
    50,000         A.G. Edwards, Inc.                                                      1,125,000
                   -------------------------------------------------------------------
    24,000         CCP Insurance, Inc.                                                       510,000
                   -------------------------------------------------------------------
    40,000         Commercial Bankshares, Inc.                                               585,000
                   -------------------------------------------------------------------
    42,000         Coral Gables Federal Corp., Inc.                                        1,071,000
                   -------------------------------------------------------------------
    35,000         Life Bancorp, Inc.                                                        398,125
                   -------------------------------------------------------------------
    39,500         Morgan Keegan, Inc.                                                       592,500
                   -------------------------------------------------------------------
    33,000         Stewart Enterprises, Inc.                                                 882,750
                   -------------------------------------------------------------------
    33,000         T. Rowe Price & Associates, Inc.                                        1,056,000
                   -------------------------------------------------------------------
    14,300         United Companies Financial Corp.                                          471,900
                   -------------------------------------------------------------------   -----------
                   Total                                                                   6,692,275
                   -------------------------------------------------------------------   -----------
</TABLE>
    


DG OPPORTUNITY FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
  SHARES                                                                                    VALUE
- ----------         -------------------------------------------------------------------   -----------
<C>           <C>  <S>                                                                   <C>
COMMON STOCKS--CONTINUED
- --------------------------------------------------------------------------------------
                   HEALTH CARE--12.7%
                   -------------------------------------------------------------------
    81,000         Clintrials Research, Inc.                                             $   961,875
                   -------------------------------------------------------------------
   100,000         Gensia, Inc.                                                              337,500
                   -------------------------------------------------------------------
    12,000         Medaphis Corp.                                                            678,000
                   -------------------------------------------------------------------
    64,000         Ornda Healthcorp                                                          972,000
                   -------------------------------------------------------------------
    42,000         Ren Corp. USA                                                             630,000
                   -------------------------------------------------------------------
    20,000         Renal Treatment Centers, Inc.                                             435,000
                   -------------------------------------------------------------------
    35,000         Res Care, Inc.                                                            638,750
                   -------------------------------------------------------------------   -----------
                   Total                                                                   4,653,125
                   -------------------------------------------------------------------   -----------
                   HOTELS--3.0%
                   -------------------------------------------------------------------
    78,000         Casino America, Inc.                                                      809,250
                   -------------------------------------------------------------------
    51,000         Casino Magic Corp.                                                        274,125
                   -------------------------------------------------------------------   -----------
                   Total                                                                   1,083,375
                   -------------------------------------------------------------------   -----------
                   RETAIL--18.5%
                   -------------------------------------------------------------------
    54,000         Advanced Promotion                                                        185,625
                   -------------------------------------------------------------------
    46,100         COMPUSA, Inc.                                                             870,137
                   -------------------------------------------------------------------
    96,000         Cato Corp.                                                                672,000
                   -------------------------------------------------------------------
    50,000         Checkers Drive-In Restaurants                                             148,437
                   -------------------------------------------------------------------
    67,000         Hechinger Co.                                                             774,687
                   -------------------------------------------------------------------
    75,000         Longhorn Steaks, Inc.                                                     703,125
                   -------------------------------------------------------------------
    31,700         Morrison Restaurants, Inc.                                                847,975
                   -------------------------------------------------------------------
    35,000         Outback Steakhouse, Inc.                                                  914,375
                   -------------------------------------------------------------------
    29,000         Pollo Tropical, Inc.                                                      213,875
                   -------------------------------------------------------------------
    60,000         Stein Mart, Inc.                                                          667,500
                   -------------------------------------------------------------------
    65,000         The Good Guys, Inc.                                                       771,875
                   -------------------------------------------------------------------   -----------
                   Total                                                                   6,769,611
                   -------------------------------------------------------------------   -----------
                   SHELTER--0.6%
                   -------------------------------------------------------------------
    19,000         Southern Energy Homes, Inc.                                               213,750
                   -------------------------------------------------------------------   -----------
</TABLE>
    


DG OPPORTUNITY FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
  SHARES                                                                                    VALUE
- ----------         -------------------------------------------------------------------   -----------
<C>           <C>  <S>                                                                   <C>
COMMON STOCKS--CONTINUED
- --------------------------------------------------------------------------------------
                   TECHNOLOGY--17.0%
                   -------------------------------------------------------------------
    31,000         Altera Corp.                                                          $ 1,763,125
                   -------------------------------------------------------------------
    33,000         Emulux Corp.                                                              478,500
                   -------------------------------------------------------------------
    40,000         Gateway 2000 Inc.                                                         735,000
                   -------------------------------------------------------------------
     1,500         General Magic, Inc.                                                        27,375
                   -------------------------------------------------------------------
    35,000         Landmark Graphics Corp.                                                   726,250
                   -------------------------------------------------------------------
     5,000         Merix Corp.                                                               121,875
                   -------------------------------------------------------------------
    27,000         Micro Warehouse, Inc.                                                     776,250
                   -------------------------------------------------------------------
    28,125         Molex, Inc.                                                               892,969
                   -------------------------------------------------------------------
    50,000         Quantum Corp.                                                             737,500
                   -------------------------------------------------------------------   -----------
                   Total                                                                   6,258,844
                   -------------------------------------------------------------------   -----------
                   TRANSPORTATION--4.9%
                   -------------------------------------------------------------------
    35,000         KLLM Transportation Services, Inc.                                        509,688
                   -------------------------------------------------------------------
   100,000         Mesa Airlines, Inc.                                                       625,000
                   -------------------------------------------------------------------
    28,000         Swift Transportation, Inc.                                                651,000
                   -------------------------------------------------------------------   -----------
                   Total                                                                   1,785,688
                   -------------------------------------------------------------------   -----------
                   UTILITIES--6.2%
                   -------------------------------------------------------------------
    26,500         ALC Communications Corp.                                                  781,750
                   -------------------------------------------------------------------
    23,000         LDDS Communications, Inc.                                                 539,063
                   -------------------------------------------------------------------
    27,000         MFS Communications, Inc.                                                  938,250
                   -------------------------------------------------------------------   -----------
                   Total                                                                   2,259,063
                   -------------------------------------------------------------------   -----------
                   TOTAL COMMON STOCKS (IDENTIFIED COST, $35,011,669)                     35,746,744
                   -------------------------------------------------------------------   -----------
</TABLE>
    


DG OPPORTUNITY FUND
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
PRINCIPAL
  AMOUNT
OR SHARES                                                                                   VALUE
- ----------         -------------------------------------------------------------------   -----------
<C>           <C>  <S>                                                                   <C>
MUTUAL FUNDS--1.0%
- --------------------------------------------------------------------------------------
   365,910         Lehman Brothers Institutional Funds Group Trust (AT NET ASSET
                   VALUE)                                                                $   365,910
                   -------------------------------------------------------------------   -----------
</TABLE>
    

<TABLE>
<C>           <C>  <S>                                                                   <C>
*REPURCHASE AGREEMENT--8.2%
- --------------------------------------------------------------------------------------
$3,000,000         Eastbridge Capital, Inc., 6.05%, dated 2/28/1995, due 3/1/1995 (AT
                   AMORTIZED COST)                                                         3,000,000
                   -------------------------------------------------------------------   -----------
                   TOTAL INVESTMENTS (IDENTIFIED COST, $38,377,579)                      $39,112,654+
                   -------------------------------------------------------------------   -----------
</TABLE>

* The repurchase agreement is fully collateralized by U.S. Treasury obligations
 based on market prices at the date of the portfolio.

+ The cost of investments for federal tax purposes amounts to $38,405,079. The
 unrealized appreciation of investments on a federal tax basis amounts to
 $707,575, which is comprised of $2,939,361 appreciation and $2,231,786
 depreciation at February 28, 1995.

Note: The categories of investments are shown as a percentage of net assets
      ($36,663,553) at February 28, 1995.

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


DG OPPORTUNITY FUND

STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                                    <C>           <C>
ASSETS:
- ---------------------------------------------------------------------------------
Investments in securities, at value (identified cost $38,377,579; tax cost
  $38,405,079)                                                                       $39,112,654
- ---------------------------------------------------------------------------------
Receivable for investments sold                                                        1,257,205
- ---------------------------------------------------------------------------------
Income receivable                                                                         23,101
- ---------------------------------------------------------------------------------
Receivable for shares sold                                                                 7,427
- ---------------------------------------------------------------------------------    -----------
     Total assets                                                                     40,400,387
- ---------------------------------------------------------------------------------
LIABILITIES:
- ---------------------------------------------------------------------------------
Payable for investments purchased                                      $3,700,748
- --------------------------------------------------------------------
Accrued expenses                                                           36,086
- --------------------------------------------------------------------   ----------
     Total liabilities                                                                 3,736,834
- ---------------------------------------------------------------------------------    -----------
Net assets for 3,287,942 shares outstanding                                          $36,663,553
- ---------------------------------------------------------------------------------    -----------
NET ASSETS CONSIST OF:
- ---------------------------------------------------------------------------------
Paid in capital                                                                      $35,474,555
- ---------------------------------------------------------------------------------
Net unrealized appreciation of investments                                               735,075
- ---------------------------------------------------------------------------------
Accumulated net realized gain on investments                                             453,825
- ---------------------------------------------------------------------------------
Undistributed net investment income                                                           98
- ---------------------------------------------------------------------------------    -----------
     Total Net Assets                                                                $36,663,553
- ---------------------------------------------------------------------------------    -----------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per Share:
Net Asset Value Per Share ($36,663,553 / 3,287,942 shares outstanding)                    $11.15
- ---------------------------------------------------------------------------------         ------
Offering Price Per Share (100/98.00 of $11.15)*                                           $11.38
- ---------------------------------------------------------------------------------         ------
</TABLE>
    

   
* Effective May 1, 1995, the maximum sales load is 3.50%. See "What Shares
  Cost."
    

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


DG OPPORTUNITY FUND

STATEMENT OF OPERATIONS
   
PERIOD ENDED FEBRUARY 28, 1995*
    
- --------------------------------------------------------------------------------

   
<TABLE>
<S>                                                              <C>         <C>         <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------
Interest                                                                                 $   85,433
- -------------------------------------------------------------------------------------
Dividends                                                                                    31,608
- -------------------------------------------------------------------------------------    ----------
    Total income                                                                            117,041
- -------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------
Investment advisory fee                                                      $131,668
- -------------------------------------------------------------------------
Administrative personnel and services fee                                     100,000
- -------------------------------------------------------------------------
Custodian fees                                                                 12,709
- -------------------------------------------------------------------------
Transfer agent and dividend disbursing agent fees and expenses                  5,461
- -------------------------------------------------------------------------
Directors'/Trustees' fees                                                         354
- -------------------------------------------------------------------------
Legal fees                                                                      1,315
- -------------------------------------------------------------------------
Portfolio accounting fees                                                      29,769
- -------------------------------------------------------------------------
Printing and postage                                                            3,846
- -------------------------------------------------------------------------
Insurance premiums                                                              5,294
- -------------------------------------------------------------------------
Miscellaneous                                                                   5,100
- -------------------------------------------------------------------------    --------
    Total expenses                                                            295,516
- -------------------------------------------------------------------------
Deduct--
- -------------------------------------------------------------------------
  Waiver of investment advisory fee                              $105,660
- --------------------------------------------------------------
  Waiver of administrative personnel and services fee              80,736
- --------------------------------------------------------------   --------
    Total waivers                                                             186,396
- -------------------------------------------------------------------------    --------
         Net expenses                                                                       109,120
- -------------------------------------------------------------------------------------    ----------
              Net investment income                                                           7,921
- -------------------------------------------------------------------------------------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -------------------------------------------------------------------------------------
Net realized gain on investments                                                            501,584
- -------------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                        735,075
- -------------------------------------------------------------------------------------    ----------
    Net realized and unrealized gain on investments                                       1,236,659
- -------------------------------------------------------------------------------------    ----------
         Change in net assets resulting from operations                                  $1,244,580
- -------------------------------------------------------------------------------------    ----------
</TABLE>
    

* For the period from July 21, 1994 (start of business) to February 28, 1995.

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


DG OPPORTUNITY FUND

STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

   
<TABLE>
<CAPTION>
                                                                               PERIOD ENDED
                                                                               FEBRUARY 28,
                                                                                  1995*
                                                                               ------------
<S>                                                                            <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------
Net investment income                                                          $     7,921
- ---------------------------------------------------------------------------
Net realized gain on investments ($529,084 net gain as computed for federal
  tax purposes)                                                                    501,584
- ---------------------------------------------------------------------------
Net change in unrealized appreciation of investments                               735,075
- ---------------------------------------------------------------------------    -----------
     Change in net assets resulting from operations                              1,244,580
- ---------------------------------------------------------------------------    -----------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------------
Distributions from net investment income                                            (7,823)
- ---------------------------------------------------------------------------
Distributions from net realized gains                                              (47,759)
- ---------------------------------------------------------------------------    -----------
     Change in net assets resulting from distributions to shareholders             (55,582)
- ---------------------------------------------------------------------------    -----------
SHARE TRANSACTIONS--
- ---------------------------------------------------------------------------
Proceeds from sale of shares                                                    38,226,967
- ---------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
  distributions declared                                                            37,506
- ---------------------------------------------------------------------------
Cost of shares redeemed                                                         (2,789,918)
- ---------------------------------------------------------------------------    -----------
     Change in net assets resulting from share transactions                     35,474,555
- ---------------------------------------------------------------------------    -----------
          Change in net assets                                                  36,663,553
- ---------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------
Beginning of period                                                                     --
- ---------------------------------------------------------------------------    -----------
End of period (including undistributed net investment income of $98)           $36,663,553
- ---------------------------------------------------------------------------    -----------
</TABLE>
    

* For the period from July 21, 1994 (start of business) to February 28, 1995.

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


DG OPPORTUNITY FUND

NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
(1) ORGANIZATION

DG Investor Series (the "Trust") is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of six diversified portfolios. The financial statements
included herein present only those of DG Opportunity Fund (the "Fund"). The
financial statements of the other portfolios are presented separately. The
assets of each portfolio are segregated and a shareholder's interest is limited
to the portfolio in which shares are held.

(2) SIGNIFICANT ACCOUNTING POLICIES

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

    INVESTMENT VALUATIONS--Listed equity securities are valued at the last sale
    price reported on national securities exchanges. Unlisted securities and
    short-term securities are generally valued at the prices provided by an
    independent pricing service. Short-term securities with remaining maturities
    of sixty days or less at the time of purchase may be valued at amortized
    cost, which approximates fair market value. Investments in other open-end
    investment companies are valued at net asset value.

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

    The Fund will only enter into repurchase agreements with banks and other
    recognized financial institutions, such as broker/dealers, which are deemed
    by the Fund's adviser to be creditworthy pursuant to the guidelines and/or
    standards reviewed or established by the Board of Trustees (the "Trustees").

    Risks may arise from the potential inability of counterparties to honor the
    terms of the repurchase agreement. Accordingly, the Fund could receive less
    than the repurchase price on the sale of collateral securities.

    INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Dividend income and
    distributions to shareholders are recorded on the ex-dividend date. Interest
    income and expenses are accrued daily.


DG OPPORTUNITY FUND
- --------------------------------------------------------------------------------

    Bond premium and discount, if applicable, are amortized as required by the
    Internal Revenue Code, as amended (the "Code").

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

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

    DEFERRED EXPENSES--The costs incurred by the Fund with respect to
    registration of its shares in its first fiscal year, excluding the initial
    expense of registering the shares, have been deferred and are being
    amortized using the straight-line method not to exceed a period of five
    years from the Fund's commencement date.

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

    (3) SHARES OF BENEFICIAL INTEREST

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

   
<TABLE>
<CAPTION>
                                                                             PERIOD ENDED
                                                                          FEBRUARY 28, 1995*
                                                                          ------------------
<S>                                                                       <C>
Shares sold                                                                    3,539,667
- -----------------------------------------------------------------------
Shares issued to shareholders in payment of distributions declared                 3,640
- -----------------------------------------------------------------------
Shares redeemed                                                                 (255,365)
- -----------------------------------------------------------------------   ---------------
       Net change resulting from share transactions                            3,287,942
- -----------------------------------------------------------------------   ---------------
</TABLE>
    

* For the period from July 21, 1994 (start of business) to February 28, 1995.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Deposit Guaranty National Bank, the Fund's investment
adviser, (the "Adviser"), receives for its services an annual investment
advisory fee equal to .95 of 1% of the Fund's average daily net assets. The
Adviser may voluntarily choose to waive a portion of its fee. The Adviser can
modify or terminate this voluntary waiver at any time at its sole discretion.
Under the terms of a sub-advisory agreement between the Adviser and the Trust
Division of Commercial National Bank, Commercial National Bank receives an
annual fee from the Adviser equal to .25 of 1% of the Fund's average daily net
assets.


DG OPPORTUNITY FUND
- --------------------------------------------------------------------------------

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The FAS fee is based on the
level of average aggregate net assets of the Trust for the period. FAS may
voluntarily choose to waive a portion of its fee.

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

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

   
ORGANIZATIONAL EXPENSES--Organizational expenses incurred by the Fund were
initially borne by FAS and are estimated at $30,000. The Fund has agreed to
reimburse FAS for the organizational expenses during the five year period
following July 25, 1994 (the date the Fund became effective). For the period
ended February 28, 1995, the Fund paid $1,167 pursuant to this agreement.
    

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended February 28, 1995, were as follows:

   
<TABLE>
<S>                                                                               <C>
- -------------------------------------------------------------------------------
PURCHASES                                                                         $45,034,292
- -------------------------------------------------------------------------------   -----------
SALES                                                                             $10,524,207
- -------------------------------------------------------------------------------   -----------
</TABLE>
    


INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------

The Board of Trustees and Shareholder

DG INVESTOR SERIES:

   
We have audited the statement of assets and liabilities, including the portfolio
of investments of the DG Opportunity Fund (a portfolio within DG Investor
Series) as of February 28, 1995, and the related statements of operations for
the period then ended, the statements of changes in net assets and the financial
highlights, which is presented on page 2 of this prospectus, for the period from
July 21, 1994 (commencement of operations) to February 28, 1995. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and the financial highlights based on our audit.
    

   
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to gain reasonable
assurance about whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
Investment securities held in custody are confirmed to us by the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
    

   
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the DG
Opportunity Fund at February 28, 1995, and the results of its operations for the
period then ended, and the changes in its net assets and the financial
highlights for the period listed above, in conformity with generally accepted
accounting principles.
    

                                                           KPMG PEAT MARWICK LLP

Pittsburgh, Pennsylvania
   
April 7, 1995
    


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

<TABLE>
<S>             <C>                                          <C>
                DG Opportunity Fund                          Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Distributor
                Federated Securities Corp.                   Federated Investors Tower
                                                             Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Investment Adviser
                Deposit Guaranty National Bank               P.O. Box 23100
                                                             Jackson, Mississippi 39225-3100
- ------------------------------------------------------------------------------------------------
Sub-Adviser
                Commercial National Bank                     P.O. Box 21119
                                                             Shreveport, Louisiana 71152
- ------------------------------------------------------------------------------------------------
Custodian
                State Street Bank and                        P.O. Box 1713
                Trust Company                                Boston, Massachusetts 02105
- ------------------------------------------------------------------------------------------------
Transfer Agent, Dividend Disbursing Agent, and
                Shareholder Servicing Agent                  Federated Investors Tower
                Federated Services Company                   Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------------------------------------------
Independent Auditors
                KPMG Peat Marwick LLP                        One Mellon Bank Center
                                                             Pittsburgh, Pennsylvania 15219
- ------------------------------------------------------------------------------------------------
</TABLE>


                                         DG
                                         OPPORTUNITY
                                         FUND
- --------------------------------------------------------------------------------
                                         PROSPECTUS

                                         A Diversified Portfolio of
                                         DG Investor Series,
                                         an Open-End Management
                                         Investment Company

                                              Deposit Guaranty
                                              National Bank
                                              Jackson, MS
   
                                              Investment Adviser
    

                                              Commercial
                                              National Bank
                                              Shreveport, LA
   
                                              Sub-Adviser
    

                                         APRIL 30, 1995
- --------------------------------------------------------------------------------
      FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------------

      Distributor

      FEDERATED INVESTORS TOWER

      PITTSBURGH, PA 15222-3779

      G00499-01 (4/95)


The shares offered by this prospectus are not deposits or obligations of Deposit
Guaranty National Bank or Commercial National Bank, are not endorsed or
guaranteed by Deposit Guaranty National Bank or Commercial National 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.





DG U.S. Government Money Market Fund

 (A Portfolio of DG Investor Series)
Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus for DG U.S. Government Money Market Fund (the "Fund")
    dated April 30, 1995. This Statement is not a prospectus itself.
    To receive a copy of the prospectus, write or call the Fund.
    Federated Investors Tower
    Pittsburgh, PA 15222-3779
   
    Statement dated April 30, 1995
    
   
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED
INVESTORS
General Information About the
Fund                                    1
Investment Objective and Policies       1
 Types of Investments                  1
 Repurchase Agreements                 1
 Reverse Repurchase Agreements         1
 When-Issued and Delayed
   Delivery Transactions                1
 Lending of Portfolio Securities       2
 Investment Limitations                2
DG Investor Series Management           3
 Fund Ownership                        8
 Trustees Compensation                 8
 Trustee Liability                     8
Investment Advisory Services            9
 Adviser to the Fund                   9
 Advisory Fees                         9
Administrative Services                 9
Brokerage Transactions                  9
 Distribution Plan                    10
 Conversion to Federal Funds          10
Determining Net Asset Value            10
 Use of the Amortized Cost
   Method                              10
Exchange Privilege                     11
 Requirements for Exchange            11
 Making an Exchange                   11
Redeeming Shares                       11
 Redemption in Kind                   12
Tax Status                             12
 The Fund's Tax Status                12
 Shareholders' Tax Status             12
Yield                                  12
Effective Yield                        12
Performance Comparisons                13
General Information About the Fund
The Fund is a portfolio in DG Investor Series (the "Trust") which was
established as a Massachusetts business trust under a Declaration of
Trust dated February 7, 1992.
Investment Objective and Policies
The Fund's investment objective is current income consistent with
stability of principal and liquidity. This investment objective cannot
be changed without approval of shareholders.
Types of Investments
The Fund invests primarily in short-term U.S. government securities.
   Variable Rate U.S. Government Securities
      Some of the short-term U.S. government securities the Fund may
      purchase 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 the 91-day U.S. Treasury bill rate.
      Variable interest 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.
      The Fund may purchase variable rate U.S. government securities
      upon the determination by the Board of Trustees that the interest
      rate as adjusted will cause the instrument to have a current
      market value that approximates its par value on the adjustment
      date.
Repurchase Agreements
The Fund or its custodian will take possession of the securities subject
to repurchase agreements and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such
a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Fund and allow retention or disposition of
such securities. The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are found by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Board of Trustees
("Trustees").
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Fund will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate.
When effecting reverse repurchase agreements, liquid assets of the Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked
to market daily and maintained until the transaction is settled.
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-Issued and Delayed Delivery Transactions
   
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund.  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.
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.
During the current year, the Fund does not anticipate investing more
than 5% of its total assets in when-issued and delayed delivery
transactions.
    
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the Fund.
During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on such securities. Loans are
subject to termination at the option of the Fund or the borrower. The
Fund may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on
the cash or equivalent collateral to the borrower or placing broker.
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin but may obtain such short-term credits as may
      be necessary for clearance of purchases and sales of securities.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities, except that the Fund
      may borrow money directly or through reverse repurchase agreements
      in amounts up to one-third of the value of its total assets
      including the amount 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 the value of its total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge or hypothecate any assets,
      except to secure permitted borrowings. In those cases, it may
      pledge assets having a market value not exceeding the lesser of
      the dollar amounts borrowed or 15% of the value of total assets of
      the Fund at the time of the pledge.
   Underwriting
      The Fund will not underwrite any issue of securities except as it
      may be deemed to be an underwriter under the Securities Act of
      1933 in connection with the sale of securities in accordance with
      its investment objective, policies, and limitations.
   Investing in Real Estate
      The Fund will not buy or sell real estate including limited
      partnership interests in real estate, although it may invest in
      securities secured by real estate or interests in real estate.
   Investing in Commodities
      The Fund will not buy or sell commodities, commodity contracts, or
      commodities futures contracts.
   Lending Cash or Securities
      The Fund will not lend any of its assets, except portfolio
      securities. This shall not prevent the Fund from purchasing or
      holding bonds, debentures, notes, certificates of indebtedness or
      other debt securities, entering into repurchase agreements or
      engaging in other transactions where permitted by its investment
      objective, policies and limitations or its Declaration of Trust.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material change in these limitations becomes effective.
   Restricted Securities
      The Fund will not invest more than 5% of the value of its net
      assets in securities subject to restrictions on resale under the
      Securities Act of 1933, except for certain restricted securities
      which meet criteria for liquidity as established by the Trustees.
   Investing in Illiquid Securities
      The Fund will not invest more than 10% of the value of its net
      assets in illiquid securities, including repurchase agreements
      providing for settlement more than seven days after notice and
      certain restricted securities determined by the Trustees not to be
      liquid.
   Dealing in Puts and Calls
      The Fund will not buy or sell puts, calls, straddles, spreads, or
      any combination of these.
   Investing in Securities of Other Investment Companies
      The Fund will limit its investment in other investment companies
      to no more than 3% of the total outstanding voting stock of any
      investment company, invest more than 5% of its total assets in any
      one investment company, or invest more than 10% of its total
      assets in investment companies in general. The Fund will purchase
      securities of investment companies only in open-market
      transactions involving only customary broker's commissions.
      However, these limitations are not applicable if the securities
      are acquired in a merger, consolidation, or acquisition of assets.
      It should be noted that investment companies incur certain
      expenses such as management fees, and therefore any investment by
      a Fund in shares of another investment company would be subject to
      such duplicate expenses.
   Investing in Minerals
      The Fund will not purchase or sell oil, gas, or other mineral
      exploration or development programs, or leases.
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.
   
DG Investor Series Management
Officers and Trustees are listed with their addresses, present positions
with DG Investor Series, 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.; Chairman, Passport Research, Ltd.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of Pittsburgh; Director, Trustee, or Managing General Partner
of the Funds; formerly, Senior Partner, Ernst & Young LLP.


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

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

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

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

Edward L. Flaherty, Jr.@
Henny, Koehuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate:  April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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


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 and Hogue; Director, Trustee or Managing General Partner
of the Funds.

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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

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


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.

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

Charles L. Davis, Jr.
Federated Investors Tower
Pittsburgh, PA
Birthdate:  March 23, 1960
Vice President and Assistant Treasurer
Vice President, Federated Administrative Services; Vice President and
Assistant Treasurer of some of the Funds.

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust;  California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund,
Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust;  Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of April 17, 1995, the following shareholders of record owned 5% or
more of the outstanding shares of the Fund: Deposit Guaranty National
Bank, Jackson, Mississippi, owned approximately 110,548,007 shares
(66.8%); Commercial National Bank, Shreveport, Louisiana, owned
approximately 48,729,409 shares (29.4%).
Trustees Compensation
Name ,                        Aggregate
Position With                 Compensation From
Trust                         Trust+
John F. Donahue,              $ - 0-
Chairman and Trustee
Thomas G. Bigley,             $860
Trustee
John T. Conroy, Jr.,          $1,889
Trustee
William J. Copeland,          $1,889
Trustee
James E. Dowd,                $1,889
Trustee
Lawrence D. Ellis, M.D.,      $1,713
Trustee
Edward L. Flaherty, Jr.,      $1,889
Trustee
Edward C. Gonzales,           $ -0-
President and Trustee
Peter E. Madden,              $1,455
Trustee
Gregor F. Meyer,              $1,713
Trustee
John E. Murray, Jr.,          $ -0-
Trustee
Wesley W. Posvar,             $1,713
Trustee
Marjorie P. Smuts,            $1,713
Trustee
   +The aggregate compensation is provided for the Trust which is
   comprised of six portfolios.  Information is furnished for the fiscal
   year ended February 28, 1995.
    
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will only be
liable for their own willful defaults. If reasonable care has been
exercised in the selection of officers, agents, employees, or investment
advisers, a Trustee shall not be liable for any neglect or wrong doing
of any such person. However, they are not protected against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund
The Fund's investment adviser is Deposit Guaranty National Bank (the
"Adviser"), a subsidiary of Deposit Guaranty Corp.
The Adviser shall not be liable to the Trust, the Fund or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security, or for anything done or
omitted by it, except acts or omissions involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties imposed
upon it by its contract with the Trust.
Because of the internal controls maintained by Deposit Guaranty National
Bank to restrict the flow of non-public information, Fund investments
are typically made without any knowledge of Deposit Guaranty National
Bank's or affiliates' lending relationships with an issuer.
Advisory Fees
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the prospectus.
   
For the years ended February 28, 1995, and 1994, and for the period from
March 31, 1992 (start of business) to February 28, 1993, the Fund's
Adviser earned $837,617, $805,013, and $342,115, respectively, of which
$335,047, $322,005, and $256,301, respectively, were voluntarily waived.
    
   State Expense Limitations
      The Adviser has undertaken to comply with the expense limitation
      established by certain states for investment companies whose
      shares are registered for sale in those states. If the Fund's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2 1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1 1/2% per year of the remaining
      average net assets, the Adviser will reimburse the Fund for its
      expenses over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      expense limitation, the investment advisory fee paid will be
      reduced by the amount of the excess, subject to an annual
      adjustment. If the expense limitation is exceeded, the amount to
      be reimbursed by the Adviser will be limited, in any single fiscal
      year, by the amount of the investment advisory fee.
      This arrangement is not part of the advisory contract and may be
      amended or rescinded in the future.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. For the years ended February 28, 1995, and
1994, and for the period from March 31, 1992 (start of business) to
February 28, 1993, the Fund incurred administrative service fees of
$210,182, $207,210, and $95,975, respectively, of which $0, $0 and
$6,691, respectively, were voluntarily waived.
    
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. The Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Trustees.
The Adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Fund
or to the Adviser and may include:
   -  advice as to the advisability of investing in securities;
   -  security analysis and reports;
   -  economic studies;
   -  industry studies;
   -  receipt of quotations for portfolio evaluations; and
   -  similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the Adviser in
advising the Fund and other accounts. To the extent that receipt of
these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their
expenses.
Purchasing Shares
Shares of the Fund are sold at their net asset value without a sales
charge on days the New York Stock Exchange and Federal Reserve Wire
System are open for business. The procedure for purchasing shares is
explained in the prospectus under "Investing in the Fund."
Distribution Plan
With respect to the Fund, the Trust has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission
pursuant to the Investment Company Act of 1940. The Plan provides for
payment of fees to Federated Securities Corp. to finance any activity
which is principally intended to result in the sale of the Fund's shares
subject to the Plan. Such activities may include the advertising and
marketing of shares of the Fund; preparing, printing, and distributing
prospectuses and sales literature to prospective shareholders, brokers,
or administrators; and implementing and operating the Plan. Pursuant to
the Plan, Federated Securities Corp. may pay fees to brokers for
distribution and administrative services and to administrators for
administrative services provided to the Fund. The administrative
services are provided by a representative who has knowledge of the
shareholder's particular circumstances and goals, and include, but are
not limited to: communicating account openings; communicating account
closings; entering purchase transactions; entering redemption
transactions; providing or arranging to provide accounting support for
all transactions, wiring funds and receiving funds for purchases and
redemptions of Fund shares, confirming and reconciling all transactions,
reviewing the activity in Fund accounts and providing training and
supervision of broker personnel; posting and reinvesting dividends to
Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and maintaining and distributing current copies
of prospectuses and shareholder reports to the beneficial owners of Fund
shares and prospective shareholders.
The Trustees expect that the adoption of the Plan will result in the
sale of a sufficient number of shares so as to allow the Fund to achieve
economic viability. It is also anticipated that an increase in the size
of the Fund will facilitate more efficient portfolio management and
assist the Fund in seeking to achieve its investment objective.
For the years ended February 28, 1995, and 1994, and for the period from
March 31, 1992 (start of business) to February 28, 1993, brokers and
administrators (financial institutions) received no fees pursuant to the
Plan.
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. Deposit Guaranty National Bank and Commercial National Bank (the
"Banks") as well as Federated Services Company act as the shareholder's
agent in depositing checks and converting them to federal funds.
Determining Net Asset Value
The Fund attempts to stabilize the value of a share at $1.00. The days
on which net asset value is calculated by the Fund are described in the
prospectus.
Use of the Amortized Cost Method
The Trustees have decided that the best method for determining the value
of portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at
current market value.
The Fund's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions contained
in Rule 2a-7 (the "Rule") under the Investment Company Act of 1940.
Under the Rule, the Trustees must establish procedures reasonably
designed to stabilize the net asset value per share, as computed for
purposes of distribution and redemption, at $1.00 per share, taking into
account current market conditions and the Fund's investment objective.
   Monitoring Procedures
      The Trustees' procedures include monitoring the relationship
      between the amortized cost value per share and the net asset value
      per share based upon available indications of market value. The
      Trustees will decide what, if any, steps should be taken if there
      is a difference of more than .5 of 1% between the two values. The
      Trustees will take any steps they consider appropriate (such as
      redemption in kind or shortening the average portfolio maturity)
      to minimize any material dilution or other unfair results arising
      from differences between the two methods of determining net asset
      value.
   Investment Restrictions
      The Rule requires that the Fund limit its investments to
      instruments that, in the opinion of the Trustees, present minimal
      credit risks. The Rule also requires the Fund to maintain a dollar-
      weighted average portfolio maturity (not more than 90 days)
      appropriate to the objective of maintaining a stable net asset
      value of $1.00 per share. In addition, no instrument with a
      remaining maturity of more than thirteen months can be purchased
      by the Fund.
      Should the disposition of a portfolio security result in a dollar-
      weighted average portfolio maturity of more than 90 days, the Fund
      will invest its available cash to reduce the average maturity to
      90 days or less as soon as possible.
      The Fund may attempt to increase yield by trading portfolio
      securities to take advantage of short-term market variations. This
      policy may, from time to time, result in high portfolio turnover.
      Under the amortized cost method of valuation, neither the amount
      of daily income nor the net asset value is affected by any
      unrealized appreciation or depreciation of the portfolio.
      In periods of declining interest rates, the indicated daily yield
      on shares of the Fund computed by dividing the annualized daily
      income on the Fund's portfolio by the net asset value computed as
      above may tend to be higher than a similar computation made by
      using a method of valuation based upon market prices and
      estimates.
      In periods of rising interest rates, the indicated daily yield on
      shares of the Fund computed the same way may tend to be lower than
      a similar computation made by using a method of calculation based
      upon market prices and estimates.
Exchange Privilege
Requirements for Exchange
Before the exchange, the shareholder must receive a prospectus of the
fund for which the exchange is being made.
This privilege is available to shareholders resident in any state in
which the fund shares being acquired may be sold. Upon receipt of proper
instructions and required supporting documents, shares submitted for
exchange are redeemed and the proceeds invested in shares of the other
fund.
Further information on the exchange privilege and prospectuses may be
obtained by calling the Fund.
Making an Exchange
Instructions for exchanges may be given in writing. Written instructions
may require a signature guarantee.
Redeeming Shares
Shares of the Fund are redeemed at the next computed net asset value
after the Banks receive the redemption request. Redemption procedures
are explained in the prospectus under "Redeeming Shares." Redemption
requests cannot be executed on days on which the New York Stock Exchange
is closed or on federal holidays when wire transfers are restricted.
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred
redemptions of less than $5,000.
Redemption in Kind
Although the Fund intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by  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.
Tax Status
The Fund's Tax Status
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
   -  derive at least 90% of its gross income from dividends, interest,
      and gains from the sale of securities;
   -  derive less than 30% of its gross income from the sale of
      securities held less than three months;
   -  invest in securities within certain statutory limits; and
   -  distribute to its shareholders at least 90% of its net income
      earned during the year.
Shareholders' Tax Status
Shareholders are subject to federal income tax on dividends 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.
Yield
   
The Fund's yield for the seven-day period ended February 28, 1995, was
5.49%.
    
The Fund calculates its yield daily, based upon the seven days ending on
the day of the calculation, called the "base period." This yield is
computed by:
   -  determining the net change in the value of a hypothetical account
      with a
   -  balance of one share at the beginning of the base period, with the
      net change excluding capital changes but including the value of
      any additional shares purchased with dividends earned from the
      original one share and all dividends declared on the original and
      any purchased shares;
   -  dividing the net change in the account's value by the value of the
      account at the beginning of the base period to determine the base
      period return; and
   -  multiplying the base period return by (365/7).
To the extent that financial institutions and brokers/dealers charge
fees in connection with services provided in conjunction with an
investment in the Fund, the performance, will be reduced for those
shareholders paying those fees.
Effective Yield
   
The Fund's effective yield for the seven-day period ended February 28,
1995, was 5.64%.
    
The Fund's effective yield is computed by compounding the unannualized
base period return by:
   -  adding 1 to the base period return;
   -  raising the sum to the (365/7)th power; and
   -  subtracting 1 from the result.
Performance Comparisons
The Fund's performance depends upon such variables as:
   -  portfolio quality;
   -  average portfolio maturity;
   -  type of instruments in which the portfolio is invested;
   -  changes in interest rates on money market instruments;
   -  changes in the Fund's expenses; and
   -  the relative amount of Fund cash flow.
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:
   -  Discount Corporation of New York 30-Day Federal Agencies, for
      example, is a weekly quote of the average daily offering price for
      selected federal agency issues maturing in 30 days.
   -  Salomon 30-Day Treasury Bill Index is a weekly quote of the most
      representative yields for selected securities issued by the U.S.
      Treasury, maturing in 30 days.
   -  Lipper Analytical Services, Inc. ranks funds in various fund
      categories bymaking comparative calculations using total return.
      Total return assumes the reinvestment of all income dividends and
      capital gains distributions, if any. From time to time, the Fund
      will quote its Lipper ranking in the "Short-term U.S. government
      funds" category in advertising and sales literature.
Advertisements and other sales literature for the Fund may quote total
returns which are calculated on non-standardized base periods. These
total returns represent the change, over a specified period of time, in
the value of an investment in the Fund based on monthly reinvestment of
dividends and other investments.
2040203B (4/95)




DG Limited Term Government Income Fund

 (A Portfolio of DG Investor Series)
Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus for DG Limited Term Government Income Fund (the "Fund")
    dated April 30, 1995. This Statement is not a prospectus itself.
    To receive a copy of the prospectus, write or call the Fund.
    Federated Investors Tower
    Pittsburgh, PA 15222-3779
   
    Statement dated April 30, 1995
    
   
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED
INVESTORS
General Information About the
Fund                                    1
Investment Objective and Policies       1
 Types of Investments                  1
 Weighted Average Portfolio
   Duration                             1
 Mortgage-Backed and Asset-
   Backed Securities Risks              1
 Option Transactions                   2
 Repurchase Agreements                 3
 Reverse Repurchase Agreements         3
 When-Issued and Delayed
   Delivery Transactions                3
 Lending of Portfolio Securities       3
 Portfolio Turnover                    3
 Investment Limitations                4
DG Investor Series Management           6
 Fund Ownership                       10
 Trustees Compensation                11
 Trustee Liability                    11
Investment Advisory Services           11
 Adviser to the Fund                  11
 Advisory Fees                        12
 Sub-Adviser to the Fund              12
 Sub-Advisory Fees                    12
Administrative Services                12
Purchasing Shares                      13
 Distribution Plan                    13
 Conversion to Federal Funds          13
Determining Net Asset Value            13
 Determining Market Value of
   Securities                          13
Exchange Privilege                     14
 Requirements for Exchange            14
 Making an Exchange                   14
Redeeming Shares                       14
 Redemption in Kind                   14
Tax Status                             14
 The Fund's Tax Status                14
 Shareholders' Tax Status             15
Total Return                           15
Yield                                  15
Performance Comparisons                15
Appendix                               16
General Information About the Fund
The Fund is a portfolio in DG Investor Series (the "Trust") which was
established as a Massachusetts business trust under a Declaration of
Trust dated February 7, 1992.
Investment Objective and Policies
The Fund's investment objective is current income, the weighted-average
duration of which will at all times be limited to between one and six
years. This investment objective cannot be changed without approval of
shareholders.
Types of Investments
The Fund invests primarily in a portfolio of government securities and
corporate securities. The investment portfolio includes the following
securities:
   -  U.S. government securities, including Treasury bills, notes,
      bonds, and securities issued by agencies and instrumentalities of
      the U.S. government;
   -  mortgage-backed securities;
   -  corporate debt securities rated within the three highest
      categories by a nationally recognized statistical rating
      organization, including bonds, notes, and debentures;
   -  asset-backed securities; and
   -  bank instruments.
Weighted Average Portfolio Duration
Duration is a commonly used measure of the potential volatility of the
price of a debt security, or the aggregate market value of a portfolio
of debt securities, prior to maturity. Duration measures the magnitude
of the change in the price of a debt security relative to a given change
in the market rate of interest. The duration of a debt security depends
upon three primary variables: the security's coupon rate, maturity date
and the level of market interest rates for similar debt securities.
Generally, debt securities with lower coupons or longer maturities will
have a longer duration than securities with higher coupons or shorter
maturities.
Duration is calculated by dividing the sum of the time-weighted values
of cash flows of a security or portfolio of securities, including
principal and interest payments, by the sum of the present values of the
cash flows. Certain debt securities, such as asset-backed securities,
may be subject to prepayment at irregular intervals. The duration of
these instruments will be calculated based upon assumptions established
by the investment adviser as to the probable amount and sequence of
principal prepayments.
Mortgage-Backed and Asset-Backed Securities Risks
Mortgage-backed and asset-backed securities generally pay back principal
and interest over the life of the security. At the time the Fund
reinvests the payments and any unscheduled prepayments of principal
received, the Fund may receive a rate of interest which is actually
lower than the rate of interest paid on these securities ("prepayment
risks"). Mortgage-backed and asset-backed securities are subject to
higher prepayment risks than most other types of debt instruments with
prepayment risks because the underlying mortgage loans or the collateral
supporting asset-backed securities may be prepaid without penalty or
premium. Prepayment risks on mortgaged-backed securities tend to
increase during periods of declining mortgage interest rates because
many borrowers refinance their mortgages to take advantage of the more
favorable rates. Prepayments on mortgage-backed securities are also
affected by other factors, such as the frequency with which people sell
their homes or elect to make unscheduled payments on their mortgages.
Although asset-backed securities generally are less likely to experience
substantial prepayments than are mortgage-backed securities, certain of
the factors that affect the rate of prepayments on mortgage-backed
securities also affect the rate of prepayments on asset-backed
securities.
Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities do not have the
benefit of the same security interest in the related collateral. Credit
card receivables are generally unsecured and the debtors are entitled to
the protection of a number of state and federal consumer credit laws,
many of which give such debtors the right to set off certain amounts
owed on the credit cards, thereby reducing the balance due. Most issuers
of asset-backed securities backed by motor vehicle installment purchase
obligations permit the servicer of such receivables to retain possession
of the underlying obligations. If the servicer sells these obligations
to another party, there is a risk that the purchaser would acquire an
interest superior to that of the holders of the related asset-backed
securities. Further, if a vehicle is registered in one state and is then
reregistered because the owner and obligor moves to another state, such
reregistration could defeat the original security interest in the
vehicle in certain cases. In addition, because of the large number of
vehicles involved in a typical issuance and technical requirements under
state laws, the trustee for the holders of asset-backed securities
backed by automobile receivables may not have a proper security interest
in all of the obligations backing such receivables. Therefore, there is
the possibility that recoveries on repossessed collateral may not, in
some cases, be available to support payments on these securities.
Option Transactions
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 put options on portfolio securities
and listed put options on financial futures contracts for portfolio
securities. The Fund may also write covered call options on its
portfolio securities to attempt to increase its current income.
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 have expired.
An option position may be closed out only on an exchange which provides
a secondary market for an option of the same series.
   Put Options on Financial Futures Contracts
      The Fund may purchase listed put options on financial futures
      contracts. These options will be used only to protect portfolio
      securities against decreases in value resulting from market
      factors such as an anticipated increase in interest rates.
      A futures contract is a firm commitment by two parties: the seller
      who agrees to make delivery of the specific type of instrument
      called for in the contract ("going short") and the buyer who
      agrees to take delivery of the instrument ("going long") at a
      certain time in the future.
      Financial futures contracts call for the delivery of particular
      debt instruments issued or guaranteed by the U.S. Treasury or by
      specified agencies or instrumentalities of the U.S. government. If
      the Fund could enter into financial futures contracts directly to
      hedge its holdings of fixed income securities, it would enter into
      contracts to deliver securities at a predetermined price (i.e.,
      "go short") to protect itself against the possibility that the
      prices of its fixed income securities may decline during the
      Fund's anticipated holding period.
      Unlike entering directly into a futures contract, which requires
      the purchaser to buy a financial instrument on a set date at a
      specified price, the purchase of a put option on a futures
      contract entitles (but does not obligate) its purchaser to decide
      on or before a future date whether to assume a short position at
      the specified price. Generally, if the hedged portfolio securities
      decrease in value during the term of an option, the related
      futures contracts will also decrease in value and the option will
      increase in value. In such an event, the Fund will normally close
      out its option by selling an identical option. If the hedge is
      successful, the proceeds received by the Fund upon the sale of the
      second option will be large enough to offset both the premium paid
      by the Fund for the original option plus the realized decrease in
      value of the hedged securities.
      Alternately, the Fund may exercise its put option to close out the
      position. To do so, it would simultaneously enter into a futures
      contract of the type underlying the option (for a price less than
      the strike price of the option) and exercise the option. The Fund
      would then deliver the futures contract in return for payment of
      the strike price.
      Currently, the Fund will only enter into futures contracts in
      order to exercise put options in its portfolio. If the Fund
      neither closes out nor exercises an option, the option will expire
      on the date provided in the option contract, and only the premium
      paid for the contract will be lost.
   Purchasing Put Options on Portfolio Securities
      The Fund may purchase put options on portfolio securities to
      protect against price movements in particular securities in its
      portfolio. 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.
   Writing Covered Call Options
      The Fund may also write covered call options to generate income.
      As 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 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).
Repurchase Agreements
The Fund or its custodian will take possession of the securities subject
to repurchase agreements, and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such
a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Fund and allow retention or disposition of
such securities. The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are found by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Board of Trustees
("Trustees").
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Fund will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate.
When effecting reverse repurchase agreements, liquid assets of the Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked
to market daily and maintained until the transaction is settled.
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-Issued and Delayed Delivery Transactions
   
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund.  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.
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.
During the current year, the Fund does not anticipate investing more
than 10% of its total assets in when-issued and delayed delivery
transactions.
    
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the Fund.
During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on such securities. Loans are
subject to termination at the option of the Fund or the borrower. The
Fund may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on
the cash or equivalent collateral to the borrower or placing broker.
Portfolio Turnover
   
Although the Fund does not intend to invest for the purpose of short-
term profits, securities in the portfolio will be sold whenever the
investment adviser believes it is appropriate to do so in light of the
Fund's investment objective without regard to the length of time a
particular security may have been held. The investment adviser does not
anticipate that the Fund's portfolio turnover rate will exceed 100%. For
the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund's portfolio turnover rates were 14%, 76% and 18%, respectively.
    
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin but may obtain such short-term credits as may
      be necessary for clearance of purchases and sales of securities.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities, except that the Fund
      may borrow money directly or through reverse repurchase agreements
      in amounts up to one-third of the value of its total assets
      including the amount 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 the value of its total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge or hypothecate any assets,
      except to secure permitted borrowings. In those cases, it may
      pledge assets having a market value not exceeding the lesser of
      the dollar amounts borrowed or 15% of the value of total assets of
      the Fund at the time of the pledge.
   Diversification of Investments
      With respect to 75% of the value of its assets, the Fund will not
      purchase the securities of any issuer (other than cash, cash
      items, or securities issued or guaranteed by the U.S. government,
      its agencies or instrumentalities) if, as a result, more than 5%
      of the value of its total assets would be invested in the
      securities of that issuer. Also, the Fund will not purchase more
      than 10% of the outstanding voting securities of any one issuer.
   Underwriting
      The Fund will not underwrite any issue of securities except as it
      may be deemed to be an underwriter under the Securities Act of
      1933 in connection with the sale of securities in accordance with
      its investment objective, policies, and limitations.
   Investing in Real Estate
      The Fund will not buy or sell real estate including limited
      partnership interests in real estate, although it may invest in
      securities secured by real estate or interests in real estate.
   Investing in Commodities
      The Fund will not buy or sell commodities. However, the Fund may
      purchase put options on portfolio securities and on financial
      futures contracts. In addition, the Fund reserves the right to
      hedge the portfolio by entering into financial futures contracts
      and to sell calls on financial futures contracts.
   Lending Cash or Securities
      The Fund will not lend any of its assets except that it may
      purchase or hold 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
      Trust's Declaration of Trust, or lend portfolio securities valued
      at not more than 5% of its total assets to broker/dealers.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material change in these limitations becomes effective.
   Restricted Securities
      The Fund will not invest more than 5% of the value of its total
      assets in securities subject to restrictions on resale under the
      Securities Act of 1933, except for certain restricted securities
      which meet criteria for liquidity as established by the Trustees.
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of the value of its net
      assets in illiquid securities, including repurchase agreements
      providing for settlement more than seven days after notice and
      certain restricted securities not determined by the Trustees to be
      liquid.
   Investing in Issuers Whose Securities are Owned by Officers and
   Trustees of the Trust
      The Fund will not purchase or retain the securities of any issuer
      if the officers and Trustees of the Trust or its investment
      adviser owning individually more than 1/2 of 1% of the issuer's
      securities together own more than 5% of the issuer's securities.
   Investing in New Issuers
      The Fund will not invest more than 5% of the value of its total
      assets in securities of issuers which have records of less than
      three years of continuous operations, including the operation of
      any predecessor.
   Writing Covered Put and Call Options and Purchasing Put 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. When
      writing put options, the Fund will segregate cash or U.S. Treasury
      obligations with a value equal to or greater than the exercise
      price of the underlying securities. The Fund will not purchase put
      options on securities unless the securities are held in the Fund's
      portfolio.
   Investing in Securities of Other Investment Companies
      The Fund will limit its investment in other investment companies
      to no more than 3% of the total outstanding voting stock of any
      investment company, will not invest more than 5% of its total
      assets in any one investment company, or invest more than 10% of
      its total assets in investment companies in general. The Fund will
      purchase securities of investment companies only in open-market
      transactions involving only customary broker's commissions.
      However, these limitations are not applicable if the securities
      are acquired in a merger, consolidation, or acquisition of assets.
      It should be noted that investment companies incur certain
      expenses such as management fees, and therefore, any investment by
      a Fund in shares of another investment company would be subject to
      such duplicate expenses. The Fund will invest in other investment
      companies primarily for the purpose of investing its short-term
      cash on a temporary basis. The adviser will waive its investment
      advisory fee on assets invested in securities of open-end
      investment companies.
   Investing in Minerals
      The Fund will not purchase or sell oil, gas, or other mineral
      exploration or development programs, or leases.
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not
result in a violation of such restriction.
For purposes of its policies and limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and loan having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items."
   
DG Investor Series Management
Officers and Trustees are listed with their addresses, present positions
with DG Investor Series, 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.; Chairman, Passport Research, Ltd.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of Pittsburgh; Director, Trustee, or Managing General Partner
of the Funds; formerly, Senior Partner, Ernst & Young LLP.

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


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

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

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

Edward L. Flaherty, Jr.@
Henny, Koehuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.


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

Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate:  April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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

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 and Hogue; Director, Trustee or Managing General Partner
of the Funds.


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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

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

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.


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

Charles L. Davis, Jr.
Federated Investors Tower
Pittsburgh, PA
Birthdate:  March 23, 1960
Vice President and Assistant Treasurer
Vice President, Federated Administrative Services; Vice President and
Assistant Treasurer of some of the Funds.

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust;  California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund,
Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust;  Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of April 17, 1995, the following shareholders of record owned 5% or
more of the outstanding shares of the Fund: Deposit Guaranty National
Bank, Jackson, Mississippi, owned approximately 7,583,682 shares
(76.1%); Commercial National Bank, Shreveport, Louisiana, owned
approximately 1,564,073 shares (15.7%).
Trustees Compensation
Name ,                        Aggregate
Position With                 Compensation From
Trust                         Trust+
John F. Donahue,              $ - 0-
Chairman and Trustee
Thomas G. Bigley,             $860
Trustee
John T. Conroy, Jr.,          $1,889
Trustee
William J. Copeland,          $1,889
Trustee
James E. Dowd,                $1,889
Trustee
Lawrence D. Ellis, M.D.,      $1,713
Trustee
Edward L. Flaherty, Jr.,      $1,889
Trustee
Edward C. Gonzales,           $ -0-
President and Trustee
Peter E. Madden,              $1,455
Trustee
Gregor F. Meyer,              $1,713
Trustee
John E. Murray, Jr.,          $ -0-
Trustee
Wesley W. Posvar,             $1,713
Trustee
Marjorie P. Smuts,            $1,713
Trustee
   +The aggregate compensation is provided for the Trust which is
   comprised of six portfolios.  Information is furnished for the fiscal
   year ended February 28, 1995.
    
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will only be
liable for their own willful defaults. If reasonable care has been
exercised in the selection of officers, agents, employees, or investment
advisers, a Trustee shall not be liable for any neglect or wrong doing
of any such person. However, they are not protected against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund
The Fund's investment adviser is Deposit Guaranty National Bank (the
"Adviser"), a subsidiary of Deposit Guaranty Corp.
The Adviser shall not be liable to the Trust, the Fund or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security, or for anything done or
omitted by it, except acts or omissions involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties imposed
upon it by its contract with the Trust.
Because of the internal controls maintained by Deposit Guaranty National
Bank and Commercial National Bank, the Fund's sub-adviser, to restrict
the flow of non-public information, Fund investments are typically made
without any knowledge of Deposit Guaranty National Bank's or its
affiliates' lending relationships with an issuer.
Advisory Fees
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the prospectus.
   
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund's Adviser earned advisory fees of $642,168, $693,635 and
$191,747, respectively, of which $267,570, $338,182 and $131,121,
respectively, were voluntarily waived.
    
Sub-Adviser to the Fund
The Fund's sub-adviser is Commercial National Bank (the "Sub-Adviser"),
a subsidiary of Deposit Guaranty Corp.
Sub-Advisory Fees
For its sub-advisory services, the Sub-Adviser receives an annual sub-
advisory fee as described in the prospectus.
   
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund's Sub-Adviser earned sub-advisory fees of $267,570, $289,015
and $79,895, respectively, all of which were voluntarily waived.
    
   State Expense Limitations
      The Adviser has undertaken to comply with the expense limitation
      established by certain states for investment companies whose
      shares are registered for sale in those states. If the Fund's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2 1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1 1/2% per year of the remaining
      average net assets, the Adviser will reimburse the Fund for its
      expenses over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      expense limitation, the investment advisory fee paid will be
      reduced by the amount of the excess, subject to an annual
      adjustment. If the expense limitation is exceeded, the amount to
      be reimbursed by the Adviser will be limited, in any single fiscal
      year, by the amount of the investment advisory fee.
This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. For the years ended February 28, 1995, and
1994, and for the period from August 3, 1992 (date of initial public
investment) to February 28, 1993, the Fund incurred costs for
administrative services of $134,312, $148,906 and $44,080, respectively,
of which $0, $0 and $3,347, respectively, were voluntarily waived.
    
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. The Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Trustees.
The Adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Fund
or to the
Adviser and may include:
   -  advice as to the advisability of investing in securities;
   -  security analysis and reports;
   -  economic studies;
   -  industry studies;
   -  receipt of quotations for portfolio evaluations; and
   -  similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the Adviser in
advising the Fund and other accounts. To the extent that receipt of
these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their
expenses.
Purchasing Shares
Shares of the Fund are sold at their net asset value next determined
after an order is received, plus a sales charge, on days the New York
Stock Exchange and Federal Reserve Wire System are open for business.
The procedure for purchasing shares is explained in the prospectus under
"Investing in the Fund."
Distribution Plan
With respect to the Fund, the Trust has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission
pursuant to the Investment Company Act of 1940. The Plan provides for
payment of fees to Federated Securities Corp. to finance any activity
which is principally intended to result in the sale of the Fund's shares
subject to the Plan. Such activities may include the advertising and
marketing of shares of the Fund; preparing, printing, and distributing
prospectuses and sales literature to prospective shareholders, brokers,
or administrators; and implementing and operating the Plan. Pursuant to
the Plan, Federated Securities Corp. may pay fees to brokers for
distribution and administrative services and to administrators for
administrative services provided to the Fund. The administrative
services are provided by a representative who has knowledge of the
shareholder's particular circumstances and goals, and include, but are
not limited to: communicating account openings; communicating account
closings; entering purchase transactions; entering redemption
transactions; providing or arranging to provide accounting support for
all transactions, wiring funds and receiving funds for purchases and
redemptions of Fund shares, confirming and reconciling all transactions,
reviewing the activity in Fund accounts and providing training and
supervision of broker personnel; posting and reinvesting dividends to
Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and maintaining and distributing current copies
of prospectuses and shareholder reports to the beneficial owners of Fund
shares and prospective shareholders.
The Trustees expect that the adoption of the Plan will result in the
sale of a sufficient number of shares so as to allow the Fund to achieve
economic viability. It is also anticipated that an increase in the size
of the Fund will facilitate more efficient portfolio management and
assist the Fund in seeking to achieve its investment objective.
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
brokers and administrators (financial institutions) received no fees
pursuant to the Plan.
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. Deposit Guaranty National Bank and Commercial National Bank (the
"Banks") as well as Federated Services Company act as the shareholder's
agent in depositing checks and converting them to federal funds.
Determining Net Asset Value
The 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 value of the Fund's portfolio securities are determined as
follows:
   -  for equity securities and bonds and other fixed income securities,
      according to the last sale price on a national securities
      exchange, if available;
   -  in the absence of recorded sales of equity securities, according
      to the mean between the last closing bid and asked prices, and for
      bonds and other fixed income securities as determined by an
      independent pricing service;
   -  for unlisted equity securities, the latest bid prices;
   -  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
   -  for all other securities, at fair value as determined in good
      faith by the Trustees.
Exchange Privilege
Requirements for Exchange
Before the exchange, the shareholder must receive a prospectus of the
fund for which the exchange is being made. This privilege is available
to shareholders resident in any state in which the fund shares being
acquired may be sold. Upon receipt of proper instructions and required
supporting documents, shares submitted for exchange are redeemed and the
proceeds invested in shares of the other fund.
Further information on the exchange privilege and prospectuses may be
obtained by calling the Fund.
Making an Exchange
Instructions for exchanges may be given in writing. Written instructions
may require a signature guarantee.
Redeeming Shares
Shares of the Fund are redeemed at the next computed net asset value
after the Banks receive the redemption request. Redemption procedures
are explained in the prospectus under "Redeeming Shares." Redemption
requests cannot be executed on days on which the New York Stock Exchange
is closed or on federal holidays when wire transfers are restricted.
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred
redemptions of less than $5,000.
Redemption in Kind
Although the Fund intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by a distribution of securities from the Fund's portfolio.
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.
Tax Status
The Fund's Tax Status
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
   -  derive at least 90% of its gross income from dividends, interest,
      and gains from the sale of securities;
   -  derive less than 30% of its gross income from the sale of
      securities held less than three months;
   -  invest in securities within certain statutory limits; and
   -  distribute to its shareholders at least 90% of its net income
      earned during the year.
Shareholders' Tax Status
Shareholders are subject to federal income tax on dividends 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.
Total Return
   
The Fund's average annual total returns for the fiscal year ended
February 28, 1995, and for the period from August 3, 1992 (date of
initial public investment) to February 28, 1995, were 0.68%, and 3.35%,
respectively.
    
The average annual total return for 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 maximum 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, less any applicable sales load, adjusted over the
period by any additional shares, assuming the quarterly reinvestment of
all dividends and distributions.
Yield
   
The Fund's yield for the thirty-day period ended February 28, 1995 was
6.18%.
    
The yield for 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 net asset value per
share of the Fund on the last day of the period. This value is then
annualized using semi-annual compounding. This means that the amount of
income generated during the thirty-day period is assumed to be generated
each month over a 12-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:
   -  portfolio quality;
   -  average portfolio maturity;
   -  type of instruments in which the portfolio is invested;
   -  changes in interest rates and market value of portfolio
      securities;
   -  changes in the Fund's expenses; and
   -various other factors.
The Fund's performance fluctuates on a daily basis largely because net
earnings and net asset value per share fluctuate daily. Both net
earnings and net asset value 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:
   -  Merrill Lynch 1-3 Year Treasury Index is an unmanaged index
      tracking short-term U.S. government securities with maturities
      between 1 and 2.99 years. The index is produced by Merrill Lynch,
      Pierce, Fenner & Smith, Inc.
   -  Lipper Analytical Services, Inc. ranks funds in various fund
      categories by making comparative calculations using total return.
      Total return assumes the reinvestment of all income dividends and
      capital gains distributions, if any. From time to time, the Fund
      will quote its Lipper ranking in the "Short-term U.S. government
      funds" category in advertising and sales literature.
Advertisements may quote performance information which does not reflect
the effect of the sales load.
Appendix
Standard and Poor's Ratings Group Corporate Bond Ratings
AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.
NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Moody's Investors Service, Inc. Corporate Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
NR--Not rated by Moody's.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from "Aa" through "B" in its corporate bond rating
system. The modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Fitch Investors Service, Inc. Long-Term Debt Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA". Because
bonds rated in the
"AAA" and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the "AAA"
category.
Standard and Poor's Ratings Group Commercial Paper Ratings
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign
designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
Moody's Investors Service, Inc., Commercial Paper Ratings
Prime-1--Issuers rated Prime-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:
   -  Leading market positions in well established industries.
   -  High rates of return on funds employed.
   -  Conservative capitalization structure with moderate reliance on
      debt and ample asset protection.
   -  Broad margins in earning coverage of fixed financial charges and
      high internal cash generation.
   -  Well-established access to a range of financial markets and
      assured sources of alternate liquidity.
Prime-2--Issuers rated Prime-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above, but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
Fitch Investors Service, Inc. Commercial Paper Rating
Fitch-1--(Highest Grade) Commercial paper assigned this rating is
regarded as having the strongest degree of assurance for timely payment.
Fitch-2--(Very Good Grade) Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than the
strongest issues.
2061003B (4/95)




DG Government Income Fund

(A Portfolio of DG Investor Series)
Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus for DG Government Income Fund (the "Fund") dated April
    30, 1995. This Statement is not a prospectus itself. To receive a
    copy of the prospectus, write or call the Fund.
    Federated Investors Tower
    Pittsburgh, PA 15222-3779
   
    Statement dated April 30, 1995
    
   
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED
INVESTORS
General Information About the
Fund                                    1
Investment Objective and Policies       1
 Types of Investments                  1
 Mortgage-Backed and Asset-
   Backed Securities Risks              1
 Option Transactions                   1
 Repurchase Agreements                 2
 Reverse Repurchase Agreements         3
 When-Issued And Delayed
   Delivery Transactions                3
 Lending of Portfolio Securities       3
 Portfolio Turnover                    3
 Investment Limitations                3
DG Investor Series Management           5
 Fund Ownership                        9
 Trustees Compensation                10
 Trustee Liability                    10
Investment Advisory Services           10
 Adviser to the Fund                  10
 Advisory Fees                        11
 Sub-Adviser to the Fund              11
 Sub-Advisory Fees                    11
Administrative Services                11
Purchasing Shares                      12
 Distribution Plan                    12
 Conversion to Federal Funds          12
Determining Net Asset Value            12
 Determining Market Value of
   Securities                          12
Exchange Privilege                     13
 Requirements for Exchange            13
 Making an Exchange                   13
Redeeming Shares                       13
 Redemption In Kind                   13
Tax Status                             13
 The Fund's Tax Status                13
 Shareholders' Tax Status             14
Total Return                           14
Yield                                  14
Performance Comparisons                14
Appendix                               16
        
General Information About the Fund
The Fund is a portfolio in DG Investor Series (the "Trust") which was
established as a Massachusetts business trust under a Declaration of
Trust dated February 7, 1992.
Investment Objective and Policies
The Fund's investment objective is current income. This investment
objective cannot be changed without approval of shareholders.
Types of Investments
The Fund invests primarily in a portfolio of government securities. The
investment portfolio includes the following securities:
   -  U.S. government securities, including Treasury bills, notes,
      bonds, and securities issued by agencies and instrumentalities of
      the U.S. government;
   -  mortgage-backed securities;
   -  corporate debt securities rated within the three highest
      categories by a nationally recognized statistical rating
      organization, including bonds, notes and debentures;
   -  asset-backed securities; and
   -  bank instruments.
Mortgage-Backed and Asset-Backed Securities Risks
Mortgage-backed and asset-backed securities generally pay back principal
and interest over the life of the security. At the time the Fund
reinvests the payments and any unscheduled prepayments of principal
received, the Fund may receive a rate of interest which is actually
lower than the rate of interest paid on these securities ("prepayment
risks"). Mortgage-backed and asset-backed securities are subject to
higher prepayment risks than most other types of debt instruments with
prepayment risks because the underlying mortgage loans or the collateral
supporting asset-
backed securities may be prepaid without penalty or premium. Prepayment
risks on mortgaged-backed securities tend to increase during periods of
declining mortgage interest rates because many borrowers refinance their
mortgages to take advantage of the more favorable rates. Prepayments on
mortgage-backed securities are also affected by other factors, such as
the frequency with which people sell their homes or elect to make
unscheduled payments on their mortgages. Although asset-backed
securities generally are less likely to experience substantial
prepayments than are mortgage-backed securities, certain of the factors
that affect the rate of prepayments on mortgage-backed securities also
affect the rate of prepayments on asset-backed securities.
Asset-backed securities present certain risks that are not presented by
mortgage-backed securities. Primarily, these securities do not have the
benefit of the same security interest in the related collateral. Credit
card receivables are generally unsecured and the debtors are entitled to
the protection of a number of state and federal consumer credit laws,
many of which give such debtors the right to set off certain amounts
owed on the credit cards, thereby reducing the balance due. Most issuers
of asset-backed securities backed by motor vehicle installment purchase
obligations permit the servicer of such receivables to retain possession
of the underlying obligations. If the servicer sells these obligations
to another party, there is a risk that the purchaser would acquire an
interest superior to that of the holders of the related asset-backed
securities. Further, if a vehicle is
registered in one state and is then reregistered because the owner and
obligor moves to another state, such reregistration could defeat the
original security interest in the vehicle in certain cases. In addition,
because of the large number of vehicles involved in a typical issuance
and technical requirements under state laws, the trustee for the holders
of asset-backed securities backed by automobile receivables may not have
a proper security interest in all of the obligations backing such
receivables. Therefore, there is the possibility that recoveries on
repossessed collateral may not, in some cases, be available to support
payments on these securities.
Option Transactions
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 put options on portfolio securities
and listed put options on financial futures contracts for portfolio
securities. The Fund may also write covered call options on its
portfolio securities to attempt to increase its current income.
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 have expired.
An option position may be closed out only on an exchange which provides
a secondary market for an option of the same series.
   Put Options on Financial Futures Contracts
      The Fund may purchase listed put options on financial futures
      contracts. These options will be used only to protect portfolio
      securities against decreases in value resulting from market
      factors such as an anticipated increase in interest rates.
      A futures contract is a firm commitment by two parties: the seller
      who agrees to make delivery of the specific type of instrument
      called for in the contract ("going short") and the buyer who
      agrees to take delivery of the instrument ("going long") at a
      certain time in the future. Financial futures contracts call for
      the delivery of particular debt instruments issued or guaranteed
      by the U.S. Treasury or by specified agencies or instrumentalities
      of the U.S. government. If the Fund could enter into financial
      futures contracts directly to hedge its holdings of fixed income
      securities, it would enter into contracts to deliver securities at
      a predetermined price (i.e., "go short") to protect itself against
      the possibility that the prices of its fixed income securities may
      decline during the Fund's anticipated holding period.
      Unlike entering directly into a futures contract, which requires
      the purchaser to buy a financial instrument on a set date at a
      specified price, the purchase of a put option on a futures
      contract entitles (but does not obligate) its purchaser to decide
      on or before a future date whether to assume a short position at
      the specified price. Generally, if the hedged portfolio securities
      decrease in value during the term of an option, the related
      futures contracts will also decrease in value and the option will
      increase in value. In such an event, the Fund will normally close
      out its option by selling an identical option. If the hedge is
      successful, the proceeds received by the Fund upon the sale of the
      second option will be large enough to offset both the premium paid
      by the Fund for the original option plus the realized decrease in
      value of the hedged securities.
      Alternately, the Fund may exercise its put option to close out the
      position. To do so, it would simultaneously enter into a futures
      contract of the type underlying the option (for a price less than
      the strike price of the option) and exercise the option. The Fund
      would then deliver the futures contract in return for payment of
      the strike price.
      Currently, the Fund will only enter into futures contracts in
      order to exercise put options in its portfolio. If the Fund
      neither closes out nor exercises an option, the option will expire
      on the date provided in the option contract, and only the premium
      paid for the contract will be lost.
   Purchasing Put Options on Portfolio Securities
      The Fund may purchase put options on portfolio securities to
      protect against price movements in particular securities in its
      portfolio. 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.
   Writing Covered Call Options
      The Fund may also write covered call options to generate income.
      As 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 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).
Repurchase Agreements
The Fund or its custodian will take possession of the securities subject
to repurchase agreements, and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such
a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Fund and allow retention or disposition of
such securities. The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are found by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Board of Trustees
("Trustees").
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Fund will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate.
When effecting reverse repurchase agreements, liquid assets of the Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked
to market daily and maintained until the transaction is settled.
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-Issued And Delayed Delivery Transactions
   
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund.  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.
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.
During the current year, the Fund does not anticipate investing more
than 10% of its total assets in when-issued and delayed delivery
transactions.
    
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the Fund.
During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on such securities. Loans are
subject to termination at the option of the Fund or the borrower. The
Fund may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on
the cash or equivalent collateral to the borrower or placing broker.
Portfolio Turnover
   
Although the Fund does not intend to invest for the purpose of short-
term profits, securities in the portfolio will be sold whenever the
investment adviser believes it is appropriate to do so in light of the
Fund's investment objective without regard to the length of time a
particular security may have been held. The investment adviser does not
anticipate that the Fund's portfolio turnover rate will exceed 100%. For
the years ended February 28, 1995, and 1994 and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund's portfolio turnover rates were 31%, 49% and 78%, respectively.
    
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin but may obtain such short-term credits as may
      be necessary for clearance of purchases and sales of securities.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities, except that the Fund
      may borrow money directly or through reverse repurchase agreements
      in amounts up to one-third of the value of its total assets
      including the amount 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 the value of its total assets are outstanding.
   Pledging Assets
      The Fund will not mortgage, pledge or hypothecate any assets,
      except to secure permitted borrowings. In those cases, it may
      pledge assets having a market value not exceeding the lesser of
      the dollar amounts borrowed or 15% of the value of total assets of
      the Fund at the time of the pledge.
   Diversification of Investments
      With respect to 75% of the value of its assets, the Fund will not
      purchase the securities of any issuer (other than cash, cash
      items, or securities issued or guaranteed by the U.S. government,
      its agencies or instrumentalities) if, as a result, more than 5%
      of the value of its total assets would be invested in the
      securities of that issuer. Also, the Fund will not purchase more
      than 10% of the outstanding voting securities of any one issuer.
   Underwriting
      The Fund will not underwrite any issue of securities except as it
      may be deemed to be an underwriter under the Securities Act of
      1933 in connection with the sale of securities in accordance with
      its investment objective, policies, and limitations.
   Investing in Real Estate
      The Fund will not buy or sell real estate including limited
      partnership interests in real estate, although it may invest in
      securities secured by real estate or interests in real estate.
   Investing in Commodities
      The Fund will not buy or sell commodities. However, the Fund may
      purchase put options on portfolio securities and on financial
      futures contracts. In addition, the Fund reserves the right to
      hedge the portfolio by entering into financial futures contracts
      and to sell calls on financial futures contracts.
   Lending Cash or Securities
      The Fund will not lend any of its assets except that it may
      purchase or hold 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
      Trust's Declaration of Trust, or lend portfolio securities valued
      at not more than 5% of its total assets to broker/dealers.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material change in these limitations becomes effective.
   Restricted Securities
      The Fund will not invest more than 5% of the value of its total
      assets in securities subject to restrictions on resale under the
      Securities Act of 1933, except for certain restricted securities
      which meet criteria for liquidity as established by the Trustees.
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of the value of its net
      assets in illiquid securities, including repurchase agreements
      providing for settlement more than seven days after notice and
      certain restricted securities not determined by the Trustees to be
      liquid.
   Investing in Issuers Whose Securities are Owned by Officers and
   Trustees of the Trust
      The Fund will not purchase or retain the securities of any issuer
      if the officers and Trustees of the Trust or its investment
      adviser owning individually more than 1/2 of 1% of the issuer's
      securities together own more than 5% of the issuer's securities.
   Investing in New Issuers
      The Fund will not invest more than 5% of the value of its total
      assets in securities of issuers which have records of less than
      three years of continuous operations, including the operation of
      any predecessor.
   Writing Covered Put and Call Options and Purchasing Put 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. When
      writing put options, the Fund will segregate cash or U.S. Treasury
      obligations with a value equal to or greater than the exercise
      price of the underlying securities. The Fund will not purchase put
      options on securities unless the securities are held in the Fund's
      portfolio.
   Investing in Securities of Other Investment Companies
      The Fund will limit its investment in other investment companies
      to no more than 3% of the total outstanding voting stock of any
      investment company, will not invest more than 5% of its total
      assets in any one investment company, or invest more than 10% of
      its total assets in investment companies in general. The Fund will
      purchase securities of investment companies only in open-market
      transactions involving only customary broker's commissions.
      However, these limitations are not applicable if the securities
      are acquired in a merger, consolidation, or acquisition of assets.
      It should be noted that investment companies incur certain
      expenses such as management fees, and therefore, any investment by
      a Fund in shares of another investment company would be subject to
      such duplicate expenses. The Fund will invest in other investment
      companies primarily for the purpose of investing its short-term
      cash on a temporary basis. The adviser will waive its investment
      advisory fee on assets invested in securities of open-end
      investment companies.
   Investing in Minerals
      The Fund will not purchase or sell oil, gas, or other mineral
      exploration or development programs, or leases.
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not
result in a violation of such restriction.
For purposes of its policies and limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and loan having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items."
   
DG Investor Series Management
Officers and Trustees are listed with their addresses, present positions
with DG Investor Series, and principal occupations.

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

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of Pittsburgh; Director, Trustee, or Managing General Partner
of the Funds; formerly, Senior Partner, Ernst & Young LLP.

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

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

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

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

Edward L. Flaherty, Jr.@
Henny, Koehuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate:  April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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

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 and Hogue; Director, Trustee or Managing General Partner
of the Funds.

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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

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

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.

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

Charles L. Davis, Jr.
Federated Investors Tower
Pittsburgh, PA
Birthdate:  March 23, 1960
Vice President and Assistant Treasurer
Vice President, Federated Administrative Services; Vice President and
Assistant Treasurer of some of the Funds.

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust;  California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund,
Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust;  Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of April 17, 1995, the following shareholders of record owned 5% or
more of the outstanding shares of the Fund: Deposit Guaranty National
Bank, Jackson, Mississippi, owned approximately 10,126,940 shares
(68.1%); Commercial National Bank, Shreveport, Louisiana, owned
approximately 4,074,326 shares (27.4%).
Trustees Compensation
Name ,                        Aggregate
Position With                 Compensation From
Trust                         Trust+
John F. Donahue,              $ - 0-
Chairman and Trustee
Thomas G. Bigley,             $860
Trustee
John T. Conroy, Jr.,          $1,889
Trustee
William J. Copeland,          $1,889
Trustee
James E. Dowd,                $1,889
Trustee
Lawrence D. Ellis, M.D.,      $1,713
Trustee
Edward L. Flaherty, Jr.,      $1,889
Trustee
Edward C. Gonzales,           $ -0-
President and Trustee
Peter E. Madden,              $1,455
Trustee
Gregor F. Meyer,              $1,713
Trustee
John E. Murray, Jr.,          $ -0-
Trustee
Wesley W. Posvar,             $1,713
Trustee
Marjorie P. Smuts,            $1,713
Trustee
   +The aggregate compensation is provided for the Trust which is
   comprised of six portfolios.  Information is furnished for the fiscal
   year ended February 28, 1995.
    
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will only be
liable for their own willful defaults. If reasonable care has been
exercised in the selection of officers, agents, employees, or investment
advisers, a Trustee shall not be liable for any neglect or wrong doing
of any such person. However, they are not protected against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund
The Fund's investment adviser is Deposit Guaranty National Bank (the
"Adviser"), a subsidiary of Deposit Guaranty Corp.
The Adviser shall not be liable to the Trust, the Fund or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security, or for anything done or
omitted by it, except acts or omissions involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties imposed
upon it by its contract with the Trust.
Because of the internal controls maintained by Deposit Guaranty National
Bank and Commercial National Bank, the Fund's sub-adviser, to restrict
the flow of non-public information, Fund investments are typically made
without any knowledge of Deposit Guaranty National Bank's or its
affiliates' lending relationships with an issuer.
Advisory Fees
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the prospectus.
   
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund's Adviser earned $926,421, $575,982 and $283,853, respectively,
of which $231,605, $184,327 and $186,193, respectively, were voluntarily
waived.
    
Sub-Adviser to the Fund
The Fund's sub-adviser is Commercial National Bank (the "Sub-Adviser"),
a subsidiary of Deposit Guaranty Corp.
Sub-Advisory Fees
For its sub-advisory services, the Sub-Adviser receives an annual sub-
advisory fee as described in the prospectus.
   
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment), to February 28,
1993, the Sub-Adviser earned sub-advisory fees of $386,009, $239,992 and
$118,272, respectively, all of which were voluntarily waived.
    
   State Expense Limitations
      The Adviser has undertaken to comply with the expense limitation
      established by certain states for investment companies whose
      shares are registered for sale in those states. If the Fund's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2 1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1 1/2% per year of the remaining
      average net assets, the Adviser will reimburse the Fund for its
      expenses over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      expense limitation, the investment advisory fee paid will be
      reduced by the amount of the excess, subject to an annual
      adjustment. If the expense limitation is exceeded, the amount to
      be reimbursed by the Adviser will be limited, in any single fiscal
      year, by the amount of the investment advisory fee.
      This arrangement is not part of the advisory contract and may be
      amended or rescinded in the future.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. For the years ended February 28, 1995, and
1994, and for the period from August 3, 1992 (date of initial public
investment) to February 28, 1993, the Fund incurred administrative
services fees of $193,697, $123,503 and $65,895, respectively, of which
$0, $0 and $9,137, respectively, were voluntarily waived.
    
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. The Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Trustees.
The Adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Fund
or to the Adviser and may include:
   -  advice as to the advisability of investing in securities;
   -  security analysis and reports;
   -  economic studies;
   -  industry studies;
   -  receipt of quotations for portfolio evaluations; and
   -  similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the Adviser in
advising the Fund and other accounts. To the extent that receipt of
these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their
expenses.
Purchasing Shares
Shares of the Fund are sold at their net asset value next determined
after an order is received, plus a sales charge, on days the New York
Stock Exchange and Federal Reserve Wire System are open for business.
The procedure for purchasing shares is explained in the prospectus under
"Investing in the Fund."
Distribution Plan
With respect to the Fund, the Trust has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission
pursuant to the Investment Company Act of 1940. The Plan provides for
payment of fees to Federated Securities Corp. to finance any activity
which is principally intended to result in the sale of the Fund's shares
subject to the Plan. Such activities may include the advertising and
marketing of shares of the Fund; preparing, printing, and distributing
prospectuses and sales literature to prospective shareholders, brokers,
or administrators; and implementing and operating the Plan. Pursuant to
the Plan, Federated Securities Corp. may pay fees to brokers for
distribution and administrative services and to administrators for
administrative services provided to the Fund. The administrative
services are provided by a representative who has knowledge of the
shareholder's particular circumstances and goals, and include, but are
not limited to: communicating account openings; communicating account
closings; entering purchase transactions; entering redemption
transactions; providing or arranging to provide accounting support for
all transactions, wiring funds and receiving funds for purchases and
redemptions of Fund shares, confirming and reconciling all transactions,
reviewing the activity in Fund accounts and providing training and
supervision of broker personnel; posting and reinvesting dividends to
Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and maintaining and distributing current copies
of prospectuses and shareholder reports to the beneficial owners of Fund
shares and prospective shareholders.
The Trustees expect that the adoption of the Plan will result in the
sale of a sufficient number of shares so as to allow the Fund to achieve
economic viability. It is also anticipated that an increase in the size
of the Fund will facilitate more efficient portfolio management and
assist the Fund in seeking to achieve its investment objective.
For the years ended February 28, 1995, 1994, and for the period from
August 3, 1992 (date of initial public investment), to February 28,
1993, brokers and administrators (financial institutions) received no
fees pursuant to the Plan.
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. Deposit Guaranty National Bank and Commercial National Bank (the
"Banks") as well as Federated Services Company act as the shareholder's
agent in depositing checks and converting them to federal funds.
Determining Net Asset Value
The 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 value of the Fund's portfolio securities are determined as
follows:
   -  for equity securities and bonds and other fixed income securities,
      according to the last sale price on a national securities
      exchange, if available;
   -  in the absence of recorded sales of equity securities, according
      to the mean between the last closing bid and asked prices, and for
      bonds and other fixed income securities as determined by an
      independent pricing service;
   -  for unlisted equity securities, the latest bid prices;
   -  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
   -  for all other securities, at fair value as determined in good
      faith by the Trustees.
Exchange Privilege
Requirements for Exchange
Before the exchange, the shareholder must receive a prospectus of the
fund for which the exchange is being made. This privilege is available
to shareholders resident in any state in which the fund shares being
acquired may be sold. Upon receipt of proper instructions and required
supporting documents, shares submitted for exchange are redeemed and the
proceeds invested in shares of the other fund.
Further information on the exchange privilege and prospectuses may be
obtained by calling the Fund.
Making an Exchange
Instructions for exchanges may be given in writing. Written instructions
may require a signature guarantee.
Redeeming Shares
Shares of the Fund are redeemed at the next computed net asset value
after the Banks receive the redemption request. Redemption procedures
are explained in the prospectus under "Redeeming Shares." Redemption
requests cannot be executed on days on which the New York Stock Exchange
is closed or on federal holidays when wire transfers are restricted.
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred
redemptions of less than $5,000.
Redemption In Kind
Although the Fund intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by a distribution of securities from the Fund's portfolio.
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.
Tax Status
The Fund's Tax Status
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
   -  derive at least 90% of its gross income from dividends, interest,
      and gains from the sale of securities;
   -  derive less than 30% of its gross income from the sale of
      securities held less than three months;
   -  invest in securities within certain statutory limits; and
   -  distribute to its shareholders at least 90% of its net income
      earned during the year.
Shareholders' Tax Status
Shareholders are subject to federal income tax on dividends 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.
Total Return
   
The Fund's average annual total return for the year ended February 28,
1995, and for the period from August 3, 1992 (date of initial public
investment) to February 28, 1995 were (0.80)%, and 3.90% respectively.
The average annual total return for 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 maximum 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, less any applicable sales load, adjusted over the
period by any additional shares, assuming the quarterly reinvestment of
all dividends and distributions.
    
Yield
   
The Fund's yield for the thirty-day period ended February 28, 1995 was
6.53%.
    
The yield for 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 net asset value per
share of the Fund on the last day of the period. This value is then
annualized using semi-annual compounding. This means that the amount of
income generated during the thirty-day period is assumed to be generated
each month over a
12-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:
   -  portfolio quality;
   -  average portfolio maturity;
   -  type of instruments in which the portfolio is invested;
   -  changes in interest rates and market value of portfolio
      securities;
   -  changes in the Fund's expenses; and
   -  various other factors.
The Fund's performance fluctuates on a daily basis largely because net
earnings and net asset value per share fluctuate daily. Both net
earnings and net asset value 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:
   -  Lehman Brothers Government/Corporate (Total) index is comprised of
      approximately 5,000 issues which include: non-convertible bonds
      publicly issued by the U.S. government or its agencies; corporate
      bonds guaranteed by the U.S. government and quasi-federal
      corporations; and publicly issued, fixed rate, non-convertible
      domestic bonds of companies in industry, public utilities, and
      finance. The average maturity of these bonds approximates nine
      years. Tracked by Lehman Brothers, Inc., the index calculates
      total returns for one month, three month, twelve month, and ten
      year periods and year-to-date.
   -  Lipper Analytical Services, Inc. ranks funds in various fund
      categories by making comparative calculations using total return.
      Total return assumes the reinvestment of all income dividends and
      capital gains distributions, if any. From time to time, the Fund
      will quote its Lipper ranking in the "Short-term U.S. government
      funds" category in advertising and sales literature.
Advertisements may quote performance information which does not reflect
its effect of the sales load.
Appendix
Standard and Poor's Ratings Group Corporate Bond Ratings
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's
Ratings Group. Capacity to pay interest and repay principal is extremely
strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.
NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.
Moody's Investors Service, Inc. Corporate Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
NR--Not rated by Moody's.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Fitch Investors Service, Inc. Long-term Debt Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the
AAA and AA categories are not significantly vulnerable to foreseeable
future developments, short-term debt of these issuers is generally rated
F-1+.
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the AAA
category.
Standard and Poor's Corporation Commercial Paper Ratings
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign
designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
Moody's Investors Service, Inc. Commercial Paper Ratings
Prime-1--Issuers rated Prime-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:
   -  Leading market positions in well established industries.
   -  High rates of return on funds employed.
   -  Conservative capitalization structure with moderate reliance on
      debt and ample asset protection.
   -  Broad margins in earning coverage of fixed financial charges and
      high internal cash generation.
   -  Well-established access to a range of financial markets and
      assured sources of alternate liquidity.
Prime-2--Issuers rated Prime-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above, but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
Fitch Investors Service, Inc. Commercial Paper Rating
Fitch-1--(Highest Grade) Commercial paper assigned this rating is
regarded as having the strongest degree of assurance for timely payment.
Fitch-2--(Very Good Grade) Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than the
strongest issues.
2061002B (4/95)




DG Municipal Income Fund

(A Portfolio of DG Investor Series)
 Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus for DG Municipal Income Fund (the "Fund") dated April
    30, 1995. This Statement is not a prospectus itself. To receive a
    copy of the prospectus, write or call the Fund.
    Federated Investors Tower
    Pittsburgh, PA 15222-3779
   
    Statement dated April 30, 1995
    
   
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS
General Information About the
Fund                                    1
Investment Objective and Policies       1
 Types of Investments                  1
 When-Issued and Delayed
   Delivery Transactions                2
 Temporary Investments                 2
 Other Investment Techniques           2
 Repurchase Agreements                 2
 Reverse Repurchase Agreements         3
 Portfolio Turnover                    3
 Investment Limitations                3
DG Investor Series Management           6
 Fund Ownership                       10
 Trustees Compensation                11
 Trustee Liability                    11
Investment Advisory Services           11
 Adviser to the Fund                  11
 Advisory Fees                        12
 Sub-Adviser to the Fund              12
 Sub-Advisory Fees                    12
Administrative Services                12
Brokerage Transactions                 12
 Distribution Plan                    13
 Conversion to Federal Funds          13
Determining Net Asset Value            13
 Valuing Municipal Securities         14
Exchange Privilege                     14
 Requirements for Exchange            14
 Making an Exchange                   14
Redeeming Shares                       14
 Redemption in Kind                   14
Tax Status                             14
 The Fund's Tax Status                14
Total Return                           14
Yield                                  15
Tax-Equivalent Yield                   15
Performance Comparisons                16
Appendix                               18
General Information About the Fund
The Fund is a portfolio in DG Investor Series (the "Trust") which was
established as a Massachusetts business trust under a Declaration of
Trust dated February 7, 1992.
Investment Objective and Policies
The Fund's investment objective is to provide dividend income that is
exempt from federal regular income tax. The investment objective cannot
be changed without approval of shareholders.
Types of Investments
The Fund will invest in a diversified portfolio of municipal securities.
Unless indicated otherwise, the investment policies of the Fund may be
changed by the Board of Trustees ("Trustees") without the approval of
shareholders. Shareholders will be notified before any material change
in these policies becomes effective.
   Characteristics
      The municipal securities in which the Fund invests have the
      characteristics set forth in the prospectus. The Fund may use
      similar services or ratings other than Moody's Investors Service,
      Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P"), or
      Fitch Investors Service, Inc. ("Fitch"). If a security's rating is
      reduced below the required minimum after the Fund has purchased
      it, the Fund is not required to sell the security, but may
      consider doing so. If ratings made by Moody's, S&P, or Fitch
      change because of changes in those organizations or in their
      rating systems, the Fund will try to use comparable ratings as
      standards in accordance with the investment policies described in
      the Fund's prospectus.
   Participation Interests
      The financial institutions from which the Fund purchases
      participation interests frequently provide or secure from another
      financial institution irrevocable letters of credit or guarantees
      and give the Fund the right to demand payment of the principal
      amounts of the participation interests, plus accrued interest, on
      short notice (usually within seven days). These financial
      institutions may charge certain fees in connection with their
      repurchase commitments, including a fee equal to the excess of the
      interest paid on the municipal securities over the negotiated
      yield at which the participation interests were purchased by the
      Fund. By purchasing participation interests having a seven-day
      demand feature, the Fund is buying a security meeting the maturity
      and quality requirements of the Fund and also is receiving the tax-
      free benefits of the underlying securities.
   Variable Rate Municipal Securities
      Variable interest rates generally reduce changes in the market
      value of municipal securities from their original purchase prices.
      Accordingly, as interest rates decrease or increase, the potential
      for capital appreciation or depreciation is less for variable rate
      municipal securities than for fixed income obligations. Many
      municipal securities with variable interest rates purchased by the
      Fund are subject to repayment of principal (usually within seven
      days) on the Fund's demand. The terms of these variable rate
      demand instruments require payment of principal and accrued
      interest from the issuer of the municipal obligations, the issuer
      of the participation interests, or a guarantor of either issuer.
   Municipal Leases
      The Fund may purchase municipal securities in the form of
      participation interests that represent an undivided proportional
      interest in lease payments by a governmental or non-profit entity.
      The lease payments and other rights under the lease provide for
      and secure payments on the certificates. Lease obligations may be
      limited by municipal charter or the nature of the appropriation
      for the lease. In particular, lease obligations may be subject to
      periodic appropriation. If the entity does not appropriate funds
      for future lease payments, the entity cannot be compelled to make
      such payments. Furthermore, a lease may provide that the
      participants cannot accelerate lease obligations upon default. The
      participants would only be able to enforce lease payments as they
      became due. In the event of a default or failure of appropriation,
      unless the participation interests are credit enhanced, it is
      unlikely that the participants would be able to obtain an
      acceptable substitute source of payment.
      In determining the liquidity of municipal lease securities, the
      Adviser, under the authority delegated by the Board of Trustees,
      will base its determination on the following factors:
      -  whether the lease can be terminated by the lessee;
      -  the potential recovery, if any, from a sale of the leased
        property
      -  upon termination of the lease;
      -  the lessee's general credit strength (e.g., its debt,
        administrative, economic and financial characteristics and
        prospects);
      -  the likelihood that the lessee will discontinue appropriating
        funding for the leased property because the property is no
        longer deemed essential to its operations (e.g., the potential
        for an "event of non-appropriation");
      -  any credit enhancement or legal recourse provided upon an event
        of non-appropriation or other termination of the lease.
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.  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.
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 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.
Temporary Investments
The Fund may also invest in temporary investments from time to time for
defensive purposes.
   Bank Instruments
      The Fund only invests in Bank Instruments (as defined in the
      prospectus) either issued by an institution having capital,
      surplus, and undivided profits over $100 million or insured by the
      Bank Insurance Fund or the Savings Association Insurance Fund,
      both of which are administered by the Federal Deposit Insurance
      Corporation.
Other Investment Techniques
The Fund may acquire securities that are subject to puts and standby
commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period
(usually seven days) following a demand by the Fund. The demand feature
may be issued by the issuer of the underlying securities, a dealer in
the securities or by another third party, and may not be transferred
separately from the underlying security. The Fund uses these
arrangements to provide the Fund with liquidity and not to protect
against changes in the market value of the underlying securities. The
bankruptcy, receivership or default by the issuer of the demand feature,
or a default on the underlying security or other event that terminates
the demand feature before its exercise, will adversely affect the
liquidity of the underlying security.
Repurchase Agreements
The Fund or its custodian will take possession of the securities subject
to repurchase agreements, and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such
a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Fund and allow retention or disposition of
such securities. The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are found by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Trustees.
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Fund will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate.
When effecting reverse repurchase agreements, liquid assets of the Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked
to market daily and maintained until the transaction is settled.
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.
Portfolio Turnover
   
Although the Fund does not intend to invest for the purpose of seeking
short-term profits, securities in its portfolio will be sold whenever
the Fund's investment adviser believes it is appropriate to do so in
light of the Fund's investment objective, without regard to the length
of time a particular security may have been held. It is not anticipated
that the portfolio trading engaged in by the Fund will result in its
annual rate of portfolio turnover exceeding 100%. For the years ended
February 28, 1995, and 1994, and for the period from December 21, 1992
(date of initial public investment) to February 28, 1993, the portfolio
turnover rates were 9%, 9% and 93%, respectively.
    
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin, but may obtain such short-term credits as
      may be necessary for clearance of purchases and sales of portfolio
      securities.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except that the Fund may
      borrow money directly or through reverse repurchase agreements as
      a temporary measure for extraordinary or emergency purposes and
      then only in amounts not in excess of one-third of the value of
      its total assets; provided that, while borrowings exceed 5% of the
      Fund's total assets, any such borrowings will be repaid before
      additional investments are made. The Fund will not borrow money or
      engage in reverse repurchase agreements for investment leverage
      purposes.
   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 15% of its total assets at the time
      of the pledge.
   Diversification of Investments
      With respect to 75% of its assets, the Fund will not invest more
      than 5% of its total assets in any one issuer (except cash and
      cash items, repurchase agreements, and U.S. government
      obligations).
      Also, the Fund will not purchase more than 10% of the outstanding
      voting securities of any one issuer. For these purposes, the Fund
      considers common stock and all preferred stock of an issuer each
      as a single class, regardless of priorities, series, designations,
      or other differences.
      Under this limitation, each governmental subdivision, including
      states and the District of Columbia, territories and possessions
      of the United States or their political subdivisions, agencies,
      authorities, instrumentalities, or similar entities, will be
      considered a separate issuer if its assets and revenues are
      separate from those of the governmental body creating it and the
      security is backed only by its own assets and revenues.
      Private activity bonds backed only by the assets and revenues of a
      non-governmental user are considered to be issued solely by that
      user. If, in the case of a private activity bond or government-
      issued security, a governmental or other entity guarantees the
      security, such guarantee would be considered a separate security
      issued by the guarantor as well as the other issuer, subject to
      limited exclusions allowed by the Investment Company Act of 1940.
   Concentration of Investments
      The Fund will not purchase securities if, as a result of such
      purchase, 25% or more of its total assets would be invested in any
      one industry or in industrial development bonds or other
      securities, the interest upon which is paid from revenues of
      similar type projects.
      The Fund may invest, as temporary investments, 25% or more of its
      total assets in cash or cash items, securities issued and/or
      guaranteed by the U.S. government, its agencies or
      instrumentalities, or instruments secured by these money market
      instruments, such as repurchase agreements.
      The Fund does not intend to purchase securities that would
      increase the percentage of its total assets invested in the
      securities of governmental subdivisions located in any one state,
      territory, or U.S. possession to 25% or more. However, the Fund
      may invest 25% or more of its assets in tax-exempt project notes
      guaranteed by the U.S. government, regardless of the location of
      the issuing municipality.
      If the value of Fund assets invested in the securities of a
      governmental subdivision changes because of changing values, the
      Fund will not be required to make any reduction in its holdings.
   Investing in Commodities
      The Fund will not purchase or sell commodities, commodity
      contracts, or commodity futures contracts.
   Investing in Real Estate
      The Fund will not purchase or sell real estate, including limited
      partnership interests in real estate, although it may invest in
      securities of companies whose business involves the purchase or
      sale of real estate or in securities secured by real estate or
      interests in real estate.
   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 corporate or
      government bonds, debentures, notes, certificates of indebtedness
      or other debt securities of an issuer, entering into repurchase
      agreements, or engaging in other transactions which are permitted
      by the Fund's investment objective and policies or the Trust's
      Declaration of 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 securities in accordance with
      its investment objective, policies, and limitations.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material change in these limitations becomes effective.
   Restricted Securities
      The Fund will not invest more than 5% of its total assets in
      securities subject to restrictions on resale under the Securities
      Act of 1933, except for commercial paper issued under Section 4(2)
      of the Securities Act of 1933 and certain other restricted
      securities which meet the criteria for liquidity as established by
      the Trustees.
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of its net assets in
      illiquid securities, including repurchase agreements providing for
      settlement more than seven days after notice and certain
      restricted securities not determined by the Trustees to be liquid.
      To comply with certain state restrictions, the Fund will limit
      these transactions to 10% of its net assets. (If state
      restrictions change, this latter restriction may be revised
      without shareholder approval or notification.)
   Investing in Minerals
      The Fund will not purchase or sell oil, gas, other mineral
      exploration or development programs, or mineral leases, although
      it may purchase the securities of issuers that invest in or
      sponsor such programs.
   Investing in Securities of Other Investment Companies
      The Fund will limit its investment in other investment companies
      to no more than 3% of the total outstanding voting stock of any
      investment company, will not invest more than 5% of its total
      assets in any one investment company, or invest more than 10% of
      its total assets in investment companies in general. The Fund will
      purchase securities of other investment companies only in open-
      market transactions involving only customary broker's commissions.
      However, these limitations are not applicable if the securities
      are acquired in a merger, consolidation, or acquisition of assets.
      It should be noted that investment companies incur certain
      expenses, such as management fees, and, therefore, any investment
      by a fund in shares of another investment company would be subject
      to such duplicate expenses. The Fund will invest in other
      investment companies primarily for the purpose of investing its
      short-term cash on a temporary basis. The adviser will waive its
      investment advisory fee on assets invested in securities of open-
      end investment companies.
   Investing in Issuers Whose Securities are Owned by Officers and
   Trustees of the Trust
      The Fund will not purchase or retain the securities of any issuer
      if the officers and Trustees of the Trust or its investment
      adviser owning individually more than 1/2 of 1% of the issuer's
      securities together own more than 5% of the issuer's securities.
   Investing in New Issuers
      The Fund will not invest more than 5% of its total assets in
      industrial development bonds where the payment of principal and
      interest is the responsibility of companies, including their
      predecessors, with less than three years of operating history.
   Arbitrage Transactions
      The Fund will not enter into transactions for the purpose of
      engaging in arbitrage.
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 of total or net assets
will not result in a violation of such restriction.
For purposes of its policies and limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and loan having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items."
   
DG Investor Series Management
Officers and Trustees are listed with their addresses, present positions
with DG Investor Series, 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.; Chairman, Passport Research, Ltd.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of Pittsburgh; Director, Trustee, or Managing General Partner
of the Funds; formerly, Senior Partner, Ernst & Young LLP.

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


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

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

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

Edward L. Flaherty, Jr.@
Henny, Koehuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.


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

Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate:  April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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

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 and Hogue; Director, Trustee or Managing General Partner
of the Funds.


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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

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

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.


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

Charles L. Davis, Jr.
Federated Investors Tower
Pittsburgh, PA
Birthdate:  March 23, 1960
Vice President and Assistant Treasurer
Vice President, Federated Administrative Services; Vice President and
Assistant Treasurer of some of the Funds.

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust;  California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund,
Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust;  Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of April 17, 1995, the following shareholder of record owned 5% or
more of the outstanding shares of the Fund: Deposit Guaranty National
Bank, Jackson, Mississippi, owned approximately 3,648,424 shares
(90.0%).
Trustees Compensation
Name ,                        Aggregate
Position With                 Compensation From
Trust                         Trust+
John F. Donahue,              $ - 0-
Chairman and Trustee
Thomas G. Bigley,             $860
Trustee
John T. Conroy, Jr.,          $1,889
Trustee
William J. Copeland,          $1,889
Trustee
James E. Dowd,                $1,889
Trustee
Lawrence D. Ellis, M.D.,      $1,713
Trustee
Edward L. Flaherty, Jr.,      $1,889
Trustee
Edward C. Gonzales,           $ -0-
President and Trustee
Peter E. Madden,              $1,455
Trustee
Gregor F. Meyer,              $1,713
Trustee
John E. Murray, Jr.,          $ -0-
Trustee
Wesley W. Posvar,             $1,713
Trustee
Marjorie P. Smuts,            $1,713
Trustee
   +The aggregate compensation is provided for the Trust which is
   comprised of six portfolios.  Information is furnished for the fiscal
   year ended February 28, 1995.
    
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will only be
liable for their own willful defaults. If reasonable care has been
exercised in the selection of officers, agents, employees, or investment
advisers, a Trustee shall not be liable for any neglect or wrong doing
of any such person. However, they are not protected against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund
The Fund's investment adviser is Deposit Guaranty National Bank (the
"Adviser"), a subsidiary of Deposit Guaranty Corp.
The Adviser shall not be liable to the Trust, the Fund or any
shareholder of the Fund for any losses that may be sustained in the
purchase, holding, or sale of any security, or for anything done or
omitted by it, except acts or omissions involving willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties imposed
upon it by its contract with the Trust.
Because of the internal controls maintained by Deposit Guaranty National
Bank and Commercial National Bank, the Fund's sub-adviser, to restrict
the flow of non-public information, Fund investments are typically made
without any knowledge of Deposit Guaranty National Bank's or its
affiliates' lending relationships with an issuer.
Advisory Fees
   
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the prospectus. For the years ended
February 28, 1995, and 1994, and for the period from December 21, 1992
(date of initial public investment) to February 28, 1993, the Adviser
earned advisory fees of $225,528, $154,612 and $13,652, respectively, of
which $154,111, $154,612, and $13,652, respectively, was voluntarily
waived.
    
Sub-Adviser to the Fund
The Fund's sub-adviser is Commercial National Bank (the "Sub-Adviser"),
a subsidiary of Deposit Guaranty Corp.
Sub-Advisory Fees
   
For its sub-advisory services, the Sub-Adviser receives an annual sub-
advisory fee as described in the prospectus. For the years ended
February 28, 1995, and 1994, and for the period from December 21, 1992
(date of initial public investment) to February 28, 1993, the Sub-
Adviser earned sub-advisory fees of $93,970, $64,421 and $5,688,
respectively, all of which were voluntarily waived.
    
   State Expense Limitations
      The Adviser has undertaken to comply with the expense limitation
      established by certain states for investment companies whose
      shares are registered for sale in those states. If the Fund's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2 1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1 1/2% per year of the remaining
      average net assets, the Adviser will reimburse the Fund for its
      expenses over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      expense limitation, the investment advisory fee paid will be
      reduced by the amount of the excess, subject to an annual
      adjustment. If the expense limitation is exceeded, the amount to
      be reimbursed by the Adviser will be limited, in any single fiscal
      year, by the amount of the investment advisory fee.
      This arrangement is not part of the advisory contract and may be
      amended or rescinded in the future.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus. For the years ended February 28, 1995, and
1994, and for the period from December 21, 1992 (date of initial public
investment) to February 28, 1993, the Fund incurred administrative
service fees of $47,162, $50,000, and $9,452, respectively, of which $0,
$16,903 and $0 were voluntarily waived respectively.
    
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. The Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Trustees.
The Adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Fund
or to the Adviser and may include:
   -  advice as to the advisability of investing in securities;
   -  security analysis and reports;
   -  economic studies;
   -  industry studies;
   -  receipt of quotations for portfolio evaluations; and
   -  similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the Adviser in
advising the Fund and other accounts. To the extent that receipt of
these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their
expenses.
Although investment decisions for the Fund are made independently from
those of the other accounts managed by the Adviser, investments of the
type the Fund may make may also be made by those other accounts. When
the Fund and one or more other accounts managed by the Adviser are
prepared to invest in, or desire to dispose of, the same security,
available investments or opportunities for sales will be allocated in a
manner believed by the Adviser to be equitable to each. In some cases,
this procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability
to participate in volume transactions will be to the benefit of the
Fund.
Purchasing Shares
Shares of the Fund are sold at their net asset value next determined
after an order is received, plus a sales charge, on days the New York
Stock Exchange and Federal Reserve Wire System are open for business.
The procedure for purchasing shares is explained in the prospectus under
'Investing in the Fund.'
Distribution Plan
With respect to the Fund, the Trust has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission
pursuant to the Investment Company Act of 1940. The Plan provides for
payment of fees to
Federated Securities Corp. to finance any activity which is principally
intended to result in the sale of the Fund's shares subject to the Plan.
Such activities may include the advertising and marketing of shares of
the Fund; preparing, printing, and distributing prospectuses and sales
literature to prospective shareholders, brokers, or administrators; and
implementing and operating the Plan. Pursuant to the Plan, Federated
Securities Corp. may pay fees to brokers for distribution and
administrative services and to administrators for administrative
services provided to the Fund. The administrative services are provided
by a representative who has knowledge of the shareholder's particular
circumstances and goals, and include, but are not limited to:
communicating account openings; communicating account closings; entering
purchase transactions; entering redemption transactions; providing or
arranging to provide accounting support for all transactions; wiring
funds and receiving funds for purchases and redemptions of Fund shares;
confirming and reconciling all transactions; reviewing the activity in
Fund accounts; providing training and supervision of broker personnel;
posting and reinvesting dividends to Fund accounts or arranging for this
service to be performed by the Fund's transfer agent; and maintaining
and distributing current copies of prospectuses and shareholder reports
to the beneficial owners of Fund shares and prospective shareholders.
The Trustees expect that the adoption of the Plan will result in the
sale of a sufficient number of shares so as to allow the Fund to achieve
economic viability. It is also anticipated that an increase in the size
of the Fund will facilitate more efficient portfolio management and
assist the Fund in seeking to achieve its investment objective.
For the years ended February 28, 1995, and 1994, and for the period from
December 21, 1992 (date of initial public investment) to February 28,
1993, brokers and administrators (financial institutions) received no
fees pursuant to the Plan.
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. Deposit Guaranty National Bank and Commercial National Bank (the
"Banks") as well as Federated Services Company act as the shareholder's
agent in depositing checks and converting them to federal funds.
Determining Net Asset Value
The net asset value generally changes each day and is based on market
value of the securities and other assets held by the Fund. The days on
which the net asset value is calculated by the Fund are described in the
prospectus.
Valuing Municipal Securities
The Trustees use an independent pricing service to value municipal
securities. The independent pricing service takes into consideration:
yield; stability; risk; quality; coupon rate; maturity; type of issue;
trading characteristics; special circumstances of a security or trading
market; and any other factors or market data it considers relevant in
determining valuations for normal institutional size trading units of
debt securities and does not rely exclusively on quoted prices.
Exchange Privilege
Requirements for Exchange
Before the exchange, the shareholder must receive a prospectus of the
fund for which the exchange is being made. This privilege is available
to shareholders resident in any state in which the fund shares being
acquired may be sold. Upon receipt of proper instructions and required
supporting documents, shares submitted for exchange are redeemed and the
proceeds invested in shares of the other fund.
Further information on the exchange privilege and prospectuses may be
obtained by calling the Fund.
Making an Exchange
Instructions for exchanges may be given in writing. Written instructions
may require a signature guarantee.
Redeeming Shares
Shares of the Fund are redeemed at the next computed net asset value
after the Banks receive the redemption request. Redemption procedures
are explained in the prospectus under 'Redeeming Shares.' Redemption
requests cannot be executed on days on which the New York Stock Exchange
is closed or on federal holidays when wire transfers are restricted.
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred
redemptions of less than $5,000.
Redemption in Kind
Although the Fund intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by a distribution of securities from the Fund's portfolio.
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.
Tax Status
The Fund's Tax Status
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
   -  derive at least 90% of its gross income from dividends, interest,
      and gains from the sale of securities;
   -  derive less than 30% of its gross income from the sale of
      securities held less than three months;
   -  invest in securities within certain statutory limits; and
   -  distribute to its shareholders at least 90% of its net income
      earned during the year.
Total Return
   
The Fund's average annual total returns for the year ended February 28,
1995, and for the period from December 21, 1992 (date of initial public
investment) to February 28, 1995, were (1.24%), and 4.44%, respectively.
    
The average annual total return for 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 maximum 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, less any applicable sales load, adjusted over the
period by any additional shares, assuming the quarterly reinvestment of
all dividends and distributions.
Yield
   
The Fund's yield for the 30-day period ended February 28, 1995 was 4.93%
    
The yield for 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 maximum offering
price per share of the Fund on the last day of the period. This value is
then annualized using semi-annual compounding. This means that the
amount of income generated during the thirty-day period is assumed to be
generated each month over a 12-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.
Tax-Equivalent Yield
   
The tax-equivalent yield for the thirty-day period ended February 28,
1995 was 7.14%.
The tax-equivalent yield of the Fund is calculated similarly to the
yield, but is adjusted to reflect the taxable yield that the Fund would
have had to earn to equal its actual yield, assuming a 31% tax rate (the
maximum effective federal rate for individuals) and assuming that the
income of the Fund is 100% tax-exempt.
   Tax-Equivalency Table
The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal securities in the
Fund's portfolio generally remains free from federal regular income
tax,* and is often free from state and local taxes as well. As the table
below indicates, a "tax-free" investment is an attractive choice for
investors, particularly in times of narrow spreads between tax-free and
taxable yields.

     
     TAXABLE YIELD EQUIVALENT FOR 1995

     FEDERAL INCOME TAX BRACKET:
                 15.00%   28.00%       31.00%        36.00%        39.60%

     
     JOINT         $1-   $39,001-     $94,251-     $143,601-        OVER
     RETURN      39,000   94,250      143,600       256,500       256,500
     
     SINGLE        $1-   $23,351-     $56,551-     $117,951-        OVER
     RETURN      23,350   56,550      117,950       256,500       256,500

Tax-Exempt
Yield                         Taxable Yield Equivalent

      1.00%      1.18%      1.39%       1.45%        1.56%
     1.66%
      1.50%      1.76%      2.08%       2.17%        2.34%
     2.48%
      2.00%      2.35%      2.78%       2.90%        3.13%
     3.31%
      2.50%      2.94%      3.47%       3.62%        3.91%
     4.14%
      3.00%      3.53%      4.17%       4.35%        4.69%
     4.97%
      3.50%      4.12%      4.86%       5.07%        5.47%
     5.79%
      4.00%      4.71%      5.56%       5.80%        6.25%
     6.62%
      4.50%      5.29%      6.25%       6.52%        7.03%
     7.45%
      5.00%      5.88%      6.94%       7.25%        7.81%
     8.28%
      5.50%      6.47%      7.64%       7.97%        8.59%
     9.11%
      6.00%      7.06%      8.33%       8.70%        9.38%
     9.93%
      6.50%      7.65%      9.03%       9.42%       10.16%
     10.76%
      7.00%      8.24%      9.72%      10.14%       10.94%
     11.59%
      7.50%      8.82%     10.42%      10.87%       11.72%
     12.42%
      8.00%      9.41%     11.11%      11.59%       12.50%
     13.25%
     
     Note:  The maximum marginal tax rate for each bracket was used in
     calculating the taxable yield equivalent. Furthermore, additional
     state and local taxes paid on comparable taxable investments were
     not used to increase federal deductions.
     
     The chart above is for illustrative purposes only.  It is not an
     indicator of past or future performance of Fund shares.
     *  Some portion of the Fund's income may be subject to the federal
     alternative minimum tax and state and local income taxes.
    
Performance Comparisons
The Fund's performance depends upon such variables as:
   -  portfolio quality;
   -  average portfolio maturity;
   -  type of instruments in which the portfolio is invested;
   -  changes in interest rates and market value of portfolio
      securities;
   -  changes in the Fund's expenses; and
   -  various other factors.
The Fund's performance fluctuates on a daily basis largely because net
earnings and net asset value per share fluctuate daily. Both net
earnings and net asset value 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:
   -  Lehman Brothers Municipal Bond Index is a total return performance
      benchmark for the long-term, investment grade, tax-exempt bond
      market.  Returns and attributes for this index are calculated semi-
      monthly using municipal bonds classified as General Obligation
      Bonds (state and local), Revenue Bonds (excluding insured revenue
      bonds), Insured Bonds (includes all bond insurers with Aaa/AAA
      ratings), and Prerefunded Bonds.
   -  Lipper Analytical Services, Inc., ranks funds in various fund
      categories by making comparative calculations using total return.
      Total return assumes the reinvestment of all income dividends and
      capital gains distributions, if any, and takes into account any
      change in net asset value over a specified period of time. From
      time to time, the Fund will quote its Lipper ranking in the
      "municipal funds" categories in advertising and sales literature.
Advertisements and other sales literature for the Fund may quote total
returns which are calculated on non-standardized base periods. These
total returns represent the change, over a specified period of time, in
the value of an investment in the Fund based on monthly reinvestment of
dividends and other investments.
Advertisements may quote performance information which does not reflect
the effect of the sales load.
Appendix
Standard and Poor's Ratings Group Municipal Bond Ratings
AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.
BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.
NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-)--The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within
the major rating categories.
Moody's Investors Service, Inc., Municipal Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa--Bonds which are rated Baa are considered as medium-grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the
present, but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and, in fact, have
speculative characteristics as well.
NR--Not rated by Moody's.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate or municipal bond
rating system. The modifier 1 indicates that the security ranks in the
higher end of its generic rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates that the issue ranks in
the lower end of its generic rating category.
Fitch Investors Service, Inc., Long-Term Debt Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be of investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA". Because
bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds and, therefore, impair timely payment.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-)--Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the "AAA" or
"D" categories.
Standard & Poor's Ratings Group Municipal Note Ratings
SP-1--Very strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety characteristics
will be given a plus (+) designation.
SP-2--Satisfactory capacity to pay principal and interest.
Moody's Investors Service, Inc., Short-Term Municipal Obligations
Ratings
MIG1/VMIG1--This designation denotes best quality. There is a present
strong protection by established cash flows, superior liquidity support
or demonstrated broadbased access to the market for refinancing.
MIG2/VMIG2--This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
Standard and Poor's Ratings Group Commercial Paper Ratings
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign
designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
Moody's Investors Service, Inc., Commercial Paper Ratings
Prime-1--Issuers rated Prime-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:
   -  Leading market positions in well established industries.
   -  High rates of return on funds employed.
   -  Conservative capitalization structure with moderate reliance on
      debt and ample asset protection.
   -  Broad margins in earning coverage of fixed financial charges and
      high internal cash generation.
   -  Well-established access to a range of financial markets and
      assured sources of alternate liquidity.
Prime-2--Issuers rated Prime-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above, but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
Fitch Investors Service, Inc., Short-Term Debt Ratings
F-1+--Exceptionally Strong Credit Quality. Issues assigned this rating
are regarded as having the strongest degree of assurance for timely
payment.
F-1--Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues
rated F-1+.
F-2--Good Credit Quality. Issues carrying this rating have a
satisfactory degree of assurance for timely payment, but the margin of
safety is not as great as the F-1+ and F-1 categories.
2112511B (4/95)




DG Equity Fund

(A Portfolio of DG Investor Series)
Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus for DG Equity Fund (the "Fund") dated April 30, 1995.
    This Statement is not a prospectus itself. To receive a copy of
    the prospectus, write or call the Fund.
    Federated Investors Tower
    Pittsburgh, PA 15222-3779
    Statement dated April 30, 1995
   
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED
INVESTORS
General Information About the
Fund                                    1
Investment Objectives and
Policies                                1
 Types of Investments                  1
 Futures and Options
   Transactions                         2
 Futures Contracts                     2
 Put Options on Financial
   Futures Contracts                    2
 Call Options on Financial
   Futures Contracts                    2
 "Margin" in Futures
   Transactions                         3
 Purchasing Put Options on
   Portfolio Securities                 3
 Writing Covered Call Options on
   Portfolio Securities                 3
 Corporate Debt Securities             3
 Repurchase Agreements                 4
 Reverse Repurchase Agreements         4
 When-Issued and Delayed
   Delivery Transactions                4
 Lending of Portfolio Securities       4
 Portfolio Turnover                    4
 Investment Limitations                5
DG Investor Series Management           7
 Fund Ownership                       11
 Trustees Compensation                12
 Trustee Liability                    12
Investment Advisory Services           12
 Adviser to the Fund                  12
 Advisory Fees                        13
 Sub-Adviser to the Fund              13
 Sub-Advisory Fees                    13
Brokerage Transactions                 13
Purchasing Shares                      14
 Distribution Plan                    14
 Conversion to Federal Funds          14
Determining Net Asset Value            14
 Determining Market Value of
   Securities                          14
Exchange Privilege                     15
 Requirements for Exchange            15
 Making an Exchange                   15
Redeeming Shares                       15
 Redemption in Kind                   15
Tax Status                             15
 The Fund's Tax Status                15
 Shareholders' Tax Status             16
Total Return                           16
Yield                                  16
Performance Comparisons                16
Appendix                               18
General Information About the Fund
The Fund is a portfolio in DG Investor Series (the "Trust") which was
established as a Massachusetts business trust under a Declaration of
Trust dated February 7, 1992.
Investment Objectives and Policies
The Fund's primary investment objective is to provide long-term capital
appreciation. Current income is a secondary objective. The investment
objectives cannot be changed without approval of shareholders.
Types of Investments
The Fund may invest in convertible securities, zero coupon convertible
securities, money market instruments, common stocks, preferred stocks,
corporate bonds, notes, and put options on stocks. The following are
also permitted investments of the Fund:
   Convertible Securities
      Convertible securities are fixed income securities which may be
      exchanged or converted into a predetermined number of the issuer's
      underlying common stock at the option of the holder during a
      specified time period. Convertible securities may take the form of
      convertible preferred stock, convertible bonds or debentures,
      units consisting of "usable" bonds and warrants, or a combination
      of the features of several of these securities. The investment
      characteristics of each convertible security vary widely, which
      allows convertible securities to be employed for different
      investment objectives.
      The Fund will exchange or convert the convertible securities held
      in its portfolio into shares of the underlying common stock in
      instances in which, in the investment adviser's opinion, the
      investment characteristics of the underlying common shares will
      assist the Fund in achieving its investment objectives. Otherwise,
      the Fund may hold or trade convertible securities. In selecting
      convertible securities for the Fund, the Fund's adviser evaluates
      the investment characteristics of the convertible security as a
      fixed income instrument and the investment potential of the
      underlying equity security for capital appreciation. In evaluating
      these matters with respect to a particular convertible security,
      the Fund's adviser considers numerous factors, including the
      economic and political outlook, the value of the security relative
      to other investment alternatives, trends in the determinants of
      the issuer's profits, and the issuer's management capability and
      practices.
   Zero Coupon Convertible Securities
      Zero coupon convertible securities are debt securities which are
      issued at a discount to their face amount and do not entitle the
      holder to any periodic payments of interest prior to maturity.
      Rather, interest earned on zero coupon convertible securities
      accretes at a stated yield until the security reaches its face
      amount at maturity. Zero coupon convertible securities are
      convertible into a specific number of shares of the issuer's
      common stock. In addition, zero coupon convertible securities
      usually have put features that provide the holder with the
      opportunity to put the bonds back to the issuer at a stated price
      before maturity. Generally, the prices of zero coupon convertible
      securities may be more sensitive to market interest rate
      fluctuations than conventional convertible securities.
      Federal income tax law requires the holder of a zero coupon
      convertible security to recognize income with respect to the
      security prior to the receipt of cash payments. To maintain its
      qualification as a regulated investment company and avoid
      liability of federal income taxes, the Fund will be required to
      distribute income accrued with respect to zero coupon convertible
      securities which it owns, and may have to sell portfolio
      securities (perhaps at disadvantageous times) in order to generate
      cash to satisfy these distribution requirements.
   Money Market Instruments
      The Fund may invest in money market instruments of domestic and
      foreign banks and savings and loans if they have capital, surplus,
      and undivided profits of over $100,000,000, or if the principal
      amount of the instrument is insured in full by the Bank Insurance
      Fund or the Savings Association Insurance Fund, both of which are
      administered by the Federal Deposit Insurance Corporation.
   Warrants
      Warrants are basically options to purchase common stock at a
      specific price (usually at a premium above the market value of the
      optioned common stock at issuance) valid for a specific period of
      time. Warrants may have a life ranging from less than a year to
      twenty years or may be perpetual. However, most warrants have
      expiration dates after which they are worthless. In addition, if
      the market price of the common stock does not exceed the warrant's
      exercise price during the life of the warrant, the warrant will
      expire as worthless. Warrants have no voting rights, pay no
      dividends, and have no rights with respect to the assets of the
      corporation issuing them. The percentage increase or decrease in
      the market price of the warrant may tend to be greater than the
      percentage increase or decrease in the market price of the
      optioned common stock.
Futures and Options Transactions
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 by buying and selling financial futures and stock index
futures contracts, buying put options on portfolio securities and listed
put options on futures contracts, and writing call options on futures
contracts. The Fund may also write covered call options on portfolio
securities to attempt to increase its current income. 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
have expired. An option position on financial futures contracts may be
closed out only on an exchange which provides a secondary market from
options of the same series.
Futures Contracts
A futures contract is a firm commitment between the seller, who agrees
to make delivery of the specific type of security called for in the
contract ("going short"), and the buyer, who agrees to take delivery of
the security ("going long") at a certain time in the future.
When the Fund purchases futures contracts, an amount of cash and cash
equivalents, equal to the underlying commodity value of the futures
contracts (less any related margin deposits), will be deposited in a
segregated account with the Fund's custodian (or the broker, if legally
permitted) to collateralize the position and thereby insure that the use
of such futures contract is unleveraged.
Financial futures contracts call for the delivery of particular debt
instruments at a certain time in the future. The seller of the contract
agrees to make delivery of the type of instrument called for in the
contract and the buyer agrees to take delivery of the instrument at the
specified future time.
Stock index futures contracts are based on indexes that reflect the
market value of common stock of the firms included in the indexes. An
index futures contract is an agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to the
differences between the value of the index at the close of the last
trading day of the contract and the price at which the index contract
was originally written.
Put Options on Financial Futures Contracts
The Fund may purchase listed put options on financial futures contracts.
Unlike entering directly into a futures contract, which requires the
purchaser to buy a financial instrument on a set date at a specified
price, the purchase of a put option on a futures contract entitles (but
does not obligate) its purchaser to decide on or before a future date
whether to assume a short position at the specified price.
Generally, if the hedged portfolio securities decrease in value during
the term of an option, the related futures contracts will also decrease
in value and the option will increase in value. In such an event, the
Fund will normally close out its option by selling an identical option.
If the hedge is successful, the proceeds received by the Fund upon the
sale of the second option will be large enough to offset both the
premium paid by the Fund for the original option plus the decrease in
value of the hedged securities.
Alternatively, the Fund may exercise its put option to close out the
position. To do so, it would simultaneously enter into a futures
contract of the type underlying the option (for a price less than the
strike price of the option) and exercise the option. The Fund would then
deliver the futures contract in return for payment of the strike price.
If the Fund neither closes out nor exercises an option, the option will
expire on the date provided in the option contract, and only the premium
paid for the contract will be lost.
Call Options on Financial Futures Contracts
In addition to purchasing put options on futures, the Fund may write
listed call options on futures contracts to hedge its portfolio. When
the Fund writes a call option on a futures contract, it is undertaking
the obligation of assuming a short futures position (selling a futures
contract) at the fixed strike price at any time during the life of the
option if the option is exercised. As stock prices fall, causing the
prices of futures to go down, the Fund's obligation under a call option
on a future (to sell a futures contract) costs less to fulfill, causing
the value of the Fund's call option position to increase.
In other words, as the underlying futures price goes down below the
strike price, the buyer of the option has no reason to exercise the
call, so that the Fund keeps the premium received for the option. This
premium can substantially offset the drop in value of the Fund's fixed
income or indexed portfolio which is occurring as interest rates rise.
Prior to the expiration of a call written by the Fund, or exercise of it
by the buyer, the Fund may close out the option by buying an identical
option. If the hedge is successful, the cost of the second option will
be less than the premium received by the Fund for the initial option.
The net premium income of the Fund will then substantially offset the
decrease in value of the hedged securities.
The Fund will not maintain open positions in futures contracts it has
sold or call options it has written on futures contracts if, in the
aggregate, the value of the open positions (marked to market) exceeds
the current market value of its securities portfolio plus or minus the
unrealized gain or loss on those open positions, adjusted for the
correlation of volatility between the hedged securities and the futures
contracts. If this limitation is exceeded at any time, the Fund will
take prompt action to close out a sufficient number of open contracts to
bring its open futures and options positions within this limitation.
"Margin" in Futures Transactions
Unlike the purchase or sale of a security, the Fund does not pay or
receive money upon the purchase or sale of a futures contract. Rather,
the Fund is required to deposit an amount of "initial margin" in cash or
U.S. Treasury bills with its custodian (or the broker, if legally
permitted). The nature of initial margin in futures transactions is
different from that of margin in securities transactions in that initial
margin in futures transactions does not involve the borrowing of funds
by the Fund to finance the transactions. Initial margin is in the nature
of a performance bond or good faith deposit on the contract which is
returned to the Fund upon termination of the futures contract, assuming
all contractual obligations have been satisfied.
A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the
Fund pays or receives cash, called "variation margin," equal to the
daily change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will mark to
market its open futures positions.
The Fund is also required to deposit and maintain margin when it writes
call options on futures contracts.
Purchasing Put Options on Portfolio Securities
The Fund may purchase put options on portfolio securities to protect
against price movements in particular securities in its portfolio. 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.
Writing Covered Call Options on Portfolio Securities
The Fund may also write covered call options to generate income. As
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 sell 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 additional consideration).
Corporate Debt Securities
Corporate debt securities may bear fixed, fixed and contingent, or
variable rates of interest. They may involve equity features such as
conversion or exchange rights, warrants for the acquisition of common
stock of the same or different issuer, participations based on revenues,
sales, or profits, or the purchase of common stock in a unit transaction
(where corporate debt securities and common stock are offered as a
unit).
Repurchase Agreements
The Fund or its custodian will take possession of the securities subject
to repurchase agreements and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such
a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Fund and allow retention or disposition of
such securities. The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are found by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Board of Trustees
("Trustees").
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Fund will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate.
When effecting reverse repurchase agreements, liquid assets of the Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked
to market daily and maintained until the transaction is settled.
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-Issued and Delayed Delivery Transactions
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund.  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.
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.
During the current year, the Fund does not anticipate investing more
than 10% of its total assets in when-issued and delayed delivery
transactions.
    
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the Fund.
During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on such securities. Loans are
subject to termination at the option of the Fund or the borrower. The
Fund may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on
the cash or equivalent collateral to the borrower or placing broker.
   
Portfolio Turnover
Although the Fund does not intend to invest for the purpose of seeking
short-term profits, securities in the portfolio will be sold whenever
the investment adviser believes it is appropriate to do so in light of
the Fund's investment objectives, without regard to the length of time a
particular security may have been held. The investment adviser does not
anticipate that the Fund's portfolio turnover rate will exceed 100%. For
the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the portfolio turnover rates were 1%, 7% and 28%, respectively.
    
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin, but may obtain such short-term credits as
      may be necessary for clearance of purchases and sales of portfolio
      securities. The deposit or payment by the Fund of initial or
      variation margin in connection with financial futures contracts or
      related options transactions is not considered the purchase of a
      security on margin.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except that the Fund may
      borrow money directly or through reverse repurchase agreements as
      a temporary measure for extraordinary or emergency purposes and
      then only in amounts not in excess of one-third of the value of
      its total assets; provided that, while borrowings exceed 5% of the
      Fund's total assets, any such borrowings will be repaid before
      additional investments are made. The Fund will not borrow money or
      engage in reverse repurchase agreements for investment leverage
      purposes.
   Concentration of Investments
      The Fund will not purchase securities if, as a result of such
      purchase, 25% or more of the value of its total assets would be
      invested in any one industry. However, the Fund may at times
      invest 25% or more of the value of its total assets in securities
      issued or guaranteed by the U.S. government, its agencies or
      instrumentalities.
   Investing in Commodities
      The Fund will not purchase or sell commodities, commodity
      contracts, or commodity futures contracts except that the Fund may
      purchase and sell financial futures and stock index futures
      contracts and related options.
   Investing in Real Estate
      The Fund will not purchase or sell real estate, including limited
      partnership interests in real estate, although it may invest in
      securities secured by real estate or interests in real estate.
   Investing to Exercise Control
      The Fund will not purchase securities for the purpose of
      exercising control over the issuer of securities.
   Lending Cash or Securities
      The Fund will not lend any of its assets except that it may
      purchase or hold 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 objectives and policies or the
      Trust's Declaration of Trust, or lend portfolio securities valued
      at not more than 5% of its total assets to broker/dealers.
   Underwriting
      The Fund will not underwrite any issue of securities, except as it
      may be deemed to be an underwriter under the Securities Act of
      1933 in connection with the sale of securities in accordance with
      its investment objectives, policies, and limitations.
   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 15% of the value of total assets at
      the time of the pledge. For purposes of this limitation, the
      following are not deemed to be pledges: margin deposits for the
      purchase and sale of financial futures contracts and related
      options, and segregation or collateral arrangements made in
      connection with options activities or the purchase of securities
      on a when-issued basis.
   Diversification of Investments
      With respect to 75% of the value of its assets, the Fund will not
      purchase the securities of any issuer (other than cash, cash
      items, or securities issued or guaranteed by U.S. government, its
      agencies or instrumentalities) if, as a result, more than 5% of
      the value of its total assets would be invested in the securities
      of that issuer. Also, the Fund will not purchase more than 10% of
      the outstanding voting securities of any one issuer.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material changes in these limitations become effective.
   Restricted Securities
      The Fund will not invest more than 5% of the value of its total
      assets in securities subject to restrictions on resale under the
      Securities Act of 1933, except for certain restricted securities
      which meet the criteria for liquidity as established by the
      Trustees.
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of the value of its net
      assets in illiquid securities, including repurchase agreements
      providing for settlement more than seven days after notice, over-
      the-counter options, and certain restricted securities not
      determined by the Trustees to be liquid.
   Investing in Minerals
      The Fund will not purchase interests in oil, gas, other mineral
      exploration or development programs, or leases, although it may
      purchase the publicly traded securities of companies engaging in
      such activities.
   Investing in Securities of Other Investment Companies
      The Fund will limit its investment in other investment companies
      to no more than 3% of the total outstanding voting stock of any
      investment company, will not invest more than 5% of its total
      assets in any one investment company, or invest more than 10% of
      its total assets in investment companies in general. The Fund will
      purchase securities of investment companies only in open-market
      transactions involving only customary broker's commissions.
      However, these limitations are not applicable if the securities
      are acquired in a merger, consolidation, or acquisition of assets.
      It should be noted that investment companies incur certain
      expenses, such as management fees, and, therefore, any investment
      by a fund in shares of another investment company would be subject
      to such duplicate expenses. The Fund will invest in other
      investment companies primarily for the purpose of investing its
      short-term cash on a temporary basis. The adviser will waive its
      investment advisory fee on assets invested in securities of open-
      end investment companies.
   Investing in Issuers Whose Securities are Owned by Officers and
   Trustees of the Trust
      The Fund will not purchase or retain the securities of any issuer
      if the officers and Trustees of the Trust or its investment
      adviser owning individually more than 1/2 of 1% of the issuer's
      securities together own more than 5% of the issuer's securities.
   Investing in New Issuers
      The Fund will not invest more than 5% of the value of its total
      assets in securities of issuers which have records of less than
      three years of continuous operations, including the operation of
      any predecessor.
   Investing in Warrants
      The Fund will not invest more than 5% of its net assets in
      warrants, including those acquired in units or attached to other
      securities. To comply with certain state restrictions, the Fund
      will limit its investment in such warrants not listed on the New
      York or American Stock Exchange to 2% of its net assets. (If state
      restrictions change, this latter restriction may be revised
      without notice to shareholders.) For purposes of this investment
      restriction, warrants acquired by the Fund in units or attached to
      securities may be deemed to be without value.
   Arbitrage Transactions
      The Fund will not enter into transactions for the purpose of
      engaging in arbitrage.
   Investing in Put Options
      The Fund will not purchase put options on securities, 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.
   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.
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not
result in a violation of such restriction.
For the purposes of its policies and limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and loan having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items."
   
DG Investor Series Management
Officers and Trustees are listed with their addresses, present positions
with DG Investor Series, and principal occupations.

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

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of Pittsburgh; Director, Trustee, or Managing General Partner
of the Funds; formerly, Senior Partner, Ernst & Young LLP.

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


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

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

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

Edward L. Flaherty, Jr.@
Henny, Koehuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.


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

Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate:  April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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

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 and Hogue; Director, Trustee or Managing General Partner
of the Funds.


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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

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

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.


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

Charles L. Davis, Jr.
Federated Investors Tower
Pittsburgh, PA
Birthdate:  March 23, 1960
Vice President and Assistant Treasurer
Vice President, Federated Administrative Services; Vice President and
Assistant Treasurer of some of the Funds.

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust;  California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund,
Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust;  Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of April 17, 1995, the following shareholders of record owned 5% or
more of the outstanding shares of the Fund: Deposit Guaranty National
Bank, Jackson, Mississippi, owned approximately 17,315,998 shares
(68.6%); Commercial National Bank, Shreveport, Louisiana, owned
approximately 5,884,749 shares (23.3%).
Trustees Compensation
Name ,                        Aggregate
Position With                 Compensation From
Trust                         Trust+
John F. Donahue,              $ - 0-
Chairman and Trustee
Thomas G. Bigley,             $860
Trustee
John T. Conroy, Jr.,          $1,889
Trustee
William J. Copeland,          $1,889
Trustee
James E. Dowd,                $1,889
Trustee
Lawrence D. Ellis, M.D.,      $1,713
Trustee
Edward L. Flaherty, Jr.,      $1,889
Trustee
Edward C. Gonzales,           $ -0-
President and Trustee
Peter E. Madden,              $1,455
Trustee
Gregor F. Meyer,              $1,713
Trustee
John E. Murray, Jr.,          $ -0-
Trustee
Wesley W. Posvar,             $1,713
Trustee
Marjorie P. Smuts,            $1,713
Trustee
   +The aggregate compensation is provided for the Trust which is
   comprised of six portfolios.  Information is furnished for the fiscal
   year ended February 28, 1995.
    
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will only be
liable for their own willful defaults. If reasonable care has been
exercised in the selection of officers, agents, employees, or investment
advisers, a Trustee shall not be liable for any neglect or wrong doing
of any such person. However, they are not protected against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund
The Fund's investment adviser is Deposit Guaranty National Bank (the
"Adviser"), a subsidiary of Deposit Guaranty Corp. The Adviser shall not
be liable to the Trust, the Fund or any shareholder of the Fund for any
losses that may be sustained in the purchase, holding, or sale of any
security, or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with
the Trust.
Because of the internal controls maintained by Deposit Guaranty National
Bank and Commercial National Bank, the Fund's sub-adviser, to restrict
the flow of non-public information, Fund investments are typically made
without any knowledge of Deposit Guaranty National Bank's or its
affiliates' lending relationships with an issuer.
Advisory Fees
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the prospectus.
   
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund's Adviser earned $1,907,646, $1,915,318, and $463,189,
respectively, of which $0, $27,126, and $310,735, respectively, were
voluntarily waived.
    
Sub-Adviser to the Fund
The Fund's sub-adviser is Commercial National Bank (the "Sub-Adviser"),
a subsidiary of Deposit Guaranty Corp.
Sub-Advisory Fees
For its sub-advisory services, the Sub-Adviser receives an annual sub-
advisory fee as described in the prospectus.
   
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund's Sub-Adviser earned sub-advisory fees of $635,882, $638,439,
and $154,396, respectively, all of which was voluntarily waived.
    
   State Expense Limitations
      The Adviser has undertaken to comply with the expense limitations
      established by certain states for investment companies whose
      shares are registered for sale in those states. If the Fund's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2 1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1 1/2% per year of the remaining
      average net assets, the Adviser will reimburse the Fund for its
      expenses over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      expense limitation, the investment advisory fee paid will be
      reduced by the amount of the excess, subject to an annual
      adjustment. If the expense limitation is exceeded, the amount to
      be reimbursed by the Adviser will be limited, in any single fiscal
      year, by the amount of the investment advisory fee.
      This arrangement is not part of the advisory contract and may be
      amended or rescinded in the future.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for the fees
set forth in the prospectus. For the years ended February 28, 1995, and
1994, and for the period from August 3, 1992 (date of initial public
investment) to February 28, 1993, the Fund incurred administrative
services fees of $319,181, $328,534, and $86,303, respectively, of which
$0, $0 and $15,266, respectively, were voluntarily waived.
    
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. The Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Trustees.
The Adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Fund
or to the Adviser and may include:
   -  advice as to the advisability of investing in securities;
   -  security analysis and reports;
   -  economic studies;
   -  industry studies;
   -  receipt of quotations for portfolio evaluations; and
   -  similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the Adviser in
advising the Fund and other accounts. To the extent that receipt of
these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their
expenses.
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
the Fund paid total commissions of $65,931, $159,709 and $278,238,
respectively, on brokerage transactions.
Purchasing Shares
Shares of the Fund are sold at their net asset value next determined
after an order is received, plus a sales charge, on days the New York
Stock Exchange and Federal Reserve Wire System are open for business.
The procedure for purchasing shares is explained in the prospectus under
"Investing in the Fund."
Distribution Plan
With respect to the Fund, the Trust has adopted a Plan pursuant to Rule
12b-1 which was promulgated by the Securities and Exchange Commission
pursuant to the Investment Company Act of 1940. The Plan provides for
payment of fees to Federated Securities Corp. to finance any activity
which is principally intended to result in the sale of the Fund's shares
subject to the Plan. Such activities may include the advertising and
marketing of shares of the Fund; preparing, printing, and distributing
prospectuses and sales literature to prospective shareholders, brokers,
or administrators; and implementing and operating the Plan. Pursuant to
the Plan, Federated Securities Corp. may pay fees to brokers for
distribution and administrative services and to administrators for
administrative services provided to the Fund. The administrative
services are provided by a representative who has knowledge of the
shareholder's particular circumstances and goals, and include, but are
not limited to: communicating account openings; communicating account
closings; entering purchase transactions; entering redemption
transactions; providing or arranging to provide accounting support for
all transactions, wiring funds and receiving funds for purchases and
redemptions of Fund shares, confirming and reconciling all transactions,
reviewing the activity in Fund accounts and providing training and
supervision of broker personnel; posting and reinvesting dividends to
Fund accounts or arranging for this service to be performed by the
Fund's transfer agent; and maintaining and distributing current copies
of prospectuses and shareholder reports to the beneficial owners of Fund
shares and prospective shareholders.
The Trustees expect that the adoption of the Plan will result in the
sale of a sufficient number of shares so as to allow the Fund to achieve
economic viability. It is also anticipated that an increase in the size
of the Fund will facilitate more efficient portfolio management and
assist the Fund in seeking to achieve its investment objectives.
For the years ended February 28, 1995, and 1994, and for the period from
August 3, 1992 (date of initial public investment) to February 28, 1993,
brokers and administrators (financial institutions) received no fees
pursuant to the Plan.
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. Deposit Guaranty National Bank and Commercial National Bank (the
"Banks"), as well as Federated Services Company, act as the
shareholder's agent in depositing checks and converting them to federal
funds.
Determining Net Asset Value
The net asset value generally changes each day. The days on which the
net asset value is calculated by the Fund are described in the
prospectus.
Determining Market Value of Securities
Market value of the Fund's portfolio securities are determined as
follows:
   -  for equity securities and bonds and other fixed income securities,
      according to the last sale price on a national securities
      exchange, if available;
   -  in the absence of recorded sales of equity securities, according
      to the mean between the last closing bid and asked prices, and for
      bonds and other fixed income securities as determined by an
      independent pricing service;
   -  for unlisted equity securities, the latest bid prices;
   -  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
   -  for all other securities, at fair value as determined in good
      faith by the Trustees.
Exchange Privilege
Requirements for Exchange
Before the exchange, the shareholder must receive a prospectus of the
fund for which the exchange is being made. This privilege is available
to shareholders resident in any state in which the fund shares being
acquired may be sold. Upon receipt of proper instructions and required
supporting documents, shares submitted for exchange are redeemed and the
proceeds invested in shares of the other fund.
Further information on the exchange privilege and prospectuses may be
obtained by calling the Fund.
Making an Exchange
Instructions for exchanges may be given in writing. Written instructions
may require a signature guarantee.
Redeeming Shares
Shares of the Fund are redeemed at the next computed net asset value
after the Banks receive the redemption request. Redemption procedures
are explained in the prospectus under "Redeeming Shares." Redemption
requests cannot be executed on days on which the New York Stock Exchange
is closed or on federal holidays when wire transfers are restricted.
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred
redemptions of less than $5,000.
Redemption in Kind
Although the Fund intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by a distribution of securities from the Fund's portfolio.
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.
Tax Status
The Fund's Tax Status
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
   -  derive at least 90% of its gross income from dividends, interest,
      and gains from the sale of securities;
   -  derive less than 30% of its gross income from the sale of
      securities held less than three months;
   -  invest in securities within certain statutory limits; and
   -  distribute to its shareholders at least 90% of its net income
      earned during the year.
Shareholders' Tax Status
Shareholders are subject to federal income tax on dividends received as
cash or additional shares. These dividends, and any short-term capital
gains, are taxable as ordinary income.
Total Return
   
The Fund's average annual total returns for the year ended February 28,
1995, and for the period from August 3, 1992 (date of initial public
investment) to February 28, 1995,  were 4.48%, and 6.17%, respectively.
The average annual total return for 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 maximum 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, less any applicable sales load, adjusted over the
period by any additional shares, assuming the quarterly reinvestment of
all dividends and distributions.
    
Yield
   
The Fund's yield for the thirty-day period ended February 28, 1995, was
1.52%.
    
The yield for 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 then
annualized using semi-annual compounding. This means that the amount of
income generated during the thirty-day period is assumed to be generated
each month over a 12-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:
   -  portfolio quality;
   -  average portfolio maturity;
   -  type of instruments in which the portfolio is invested;
   -  changes in interest rates and market value of portfolio
      securities;
   -  changes in the Fund's expenses; and
   -  various other factors.
The Fund's performance 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:
   -  Lipper Analytical Services, Inc., ranks funds in various fund
      categories by making comparative calculations using total return.
      Total return assumes the reinvestment of all income dividends and
      capital gains distributions, if any. From time to time, the Fund
      will quote its Lipper ranking in the "equity, growth and income"
      category in advertising and sales literature.
   -  Dow 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.
   -  Standard & 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.
Advertisements and other sales literature for the Fund may quote total
returns which are calculated on non-standardized base periods. These
total returns represent the change, over a specified period of time, in
the value of an investment in the Fund based on monthly reinvestment of
dividends and other investments.
Advertisements may quote performance information which does not reflect
the effect of the sales load.
Appendix
Standard and Poor's Ratings Group Corporate Bond Ratings
AAA--Debt rated "AAA" has the highest rating assigned by S&P. Capacity
to pay interest and repay principal is extremely strong.
AA--Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effect
of changes in circumstances and economic conditions than debt in higher
rated categories.
BBB--Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.
NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.
Moody's Investors Service, Inc. Corporate Bond Ratings
Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged". Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa--Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
NR--Not rated by Moody's.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Fitch Investors Service, Inc. Long-Term Debt Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated "AAA". Because
bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+".
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than
for bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the "AAA"
category.
Standard and Poor's Ratings Group Commercial Paper Ratings
A-1--This highest category indicates that the degree of safety regarding
timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign
designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
Moody's Investors Service, Inc. Commercial Paper Ratings
Prime-1--Issuers rated PRIME-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
PRIME-1 repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well established
industries; high rates of return on funds employed; conservative
capitalization structure with moderate reliance on debt and ample asset
protection; broad margins in earning coverage of fixed financial charges
and high internal cash generation; and well-established access to a
range of financial markets and assured sources of alternative liquidity.
Prime-2--Issuers rated PRIME-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above, but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
Fitch Investors Service, Inc. Commercial Paper Ratings
F-1+(Exceptionally Strong Credit Quality)Issues assigned this rating is
regarded as having the strongest degree of assurance for timely payment.
F-1--(Very Strong Credit Quality) Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues
rated F-1+.
2061001B (4/95)




DG Opportunity Fund

(A Portfolio of DG Investor Series)
Statement of Additional Information










    This Statement of Additional Information should be read with the
    prospectus for DG Opportunity Fund (the "Fund") dated April 30,
    1995. This Statement is not a prospectus itself. To receive a copy
    of the prospectus, write or call the Fund.
    Federated Investors Tower
    Pittsburgh, PA 15222-3779
   
    Statement dated April 30, 1995
    
   
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED
INVESTORS
General Information About the
Fund                                    1
Investment Objective and Policies       1
 Types of Investments                  1
 Futures and Options
   Transactions                         1
 Futures Contracts                     1
 Put Options on Financial
   Futures Contracts                    2
 Call Options on Financial
   Futures Contracts                    2
 "Margin" in Futures
   Transactions                         2
 Purchasing Put Options on
   Portfolio Securities                 3
 Writing Covered Call Options on
   Portfolio Securities                 3
 Corporate Debt Securities             3
 Repurchase Agreements                 3
 Reverse Repurchase Agreements         3
 When-Issued and Delayed
   Delivery Transactions                3
 Lending of Portfolio Securities       4
 Portfolio Turnover                    4
 Investment Limitations                4
DG Investor Series Management           6
 Fund Ownership                       11
 Trustees Compensation                11
 Trustee Liability                    11
Investment Advisory Services           12
 Adviser to the Fund                  12
 Advisory Fees                        12
 Sub-Adviser to the Fund              12
 State Expense Limitations            12
Administrative Services                12
Brokerage Transactions                 12
Purchasing Shares                      13
 Distribution and Shareholder
   Services Plans                      13
 Conversion To Federal Funds          13
Determining Net Asset Value            13
 Determining Market Value of
   Securities                          14
Exchange Privilege                     14
 Requirements for Exchange            14
 Making an Exchange                   14
Redeeming Shares                       14
 Redemption in Kind                   14
Tax Status                             14
 The Fund's Tax Status                14
 Shareholders' Tax Status             15
Total Return                           15
Yield                                  15
Performance Comparisons                15
Appendix                               17
General Information About the Fund
The Fund is a portfolio in DG Investor Series (the "Trust") which was
established as a Massachusetts business trust under a Declaration of
Trust dated February 7, 1992.
Investment Objective and Policies
The Fund's investment objective is to provide capital appreciation. The
investment objective cannot be changed without approval of shareholders.
Unless otherwise indicated, the investment policies described below may
be changed by the Board of Trustees (the "Trustees") without shareholder
approval. Shareholders will be notified before any material change in
these policies becomes effective.
Types of Investments
Acceptable investments include, among other investments, common stocks,
preferred stocks, convertible securities, money market instruments,
corporate bonds, notes, and put options on stocks.
   Money Market Instruments
      The Fund may invest in money market instruments of domestic and
      foreign banks and savings and loans if they have capital, surplus,
      and undivided profits of over $100,000,000, or if the principal
      amount of the instrument is insured in full by the Bank Insurance
      Fund or the Savings Association Insurance Fund, both of which are
      administered by the Federal Deposit Insurance Corporation.
   Warrants
      Warrants are basically options to purchase common stock at a
      specific price (usually at a premium above the market value of the
      optioned common stock at issuance) valid for a specific period of
      time. Warrants may have a life ranging from less than a year to
      twenty years or may be perpetual. However, most warrants have
      expiration dates after which they are worthless. In addition, if
      the market price of the common stock does not exceed the warrant's
      exercise price during the life of the warrant, the warrant will
      expire as worthless. Warrants have no voting rights, pay no
      dividends, and have no rights with respect to the assets of the
      corporation issuing them. The percentage increase or decrease in
      the market price of the warrant may tend to be greater than the
      percentage increase or decrease in the market price of the
      optioned common stock.
Futures and Options Transactions
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 by buying and selling financial futures and stock index
futures contracts, buying put options on portfolio securities and listed
put options on futures contracts, and writing call options on futures
contracts. The Fund may also write covered call options on portfolio
securities to attempt to increase its current income. 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
have expired. An option position on financial futures contracts may be
closed out only on an exchange which provides a secondary market from
options of the same series.
Futures Contracts
A futures contract is a firm commitment between the seller, who agrees
to make delivery of the specific type of security called for in the
contract ("going short"), and the buyer, who agrees to take delivery of
the security ("going long") at a certain time in the future.
When the Fund purchases futures contracts, an amount of cash and cash
equivalents, equal to the underlying commodity value of the futures
contracts (less any related margin deposits), will be deposited in a
segregated account with the Fund's custodian (or the broker, if legally
permitted) to collateralize the position and thereby insure that the use
of such futures contract is unleveraged.
Financial futures contracts call for the delivery of particular debt
instruments at a certain time in the future. The seller of the contract
agrees to make delivery of the type of instrument called for in the
contract and the buyer agrees to take delivery of the instrument at the
specified future time.
Stock index futures contracts are based on indexes that reflect the
market value of common stock of the firms included in the indexes. An
index futures contract is an agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to the
differences between the value of the index at the close of the last
trading day of the contract and the price at which the index contract
was originally written.
Put Options on Financial Futures Contracts
The Fund may purchase listed put options on financial futures contracts.
Unlike entering directly into a futures contract, which requires the
purchaser to buy a financial instrument on a set date at a specified
price, the purchase of a put option on a futures contract entitles (but
does not obligate) its purchaser to decide on or before a future date
whether to assume a short position at the specified price.
Generally, if the hedged portfolio securities decrease in value during
the term of an option, the related futures contracts will also decrease
in value and the option will increase in value. In such an event, the
Fund will normally close out its option by selling an identical option.
If the hedge is successful, the proceeds received by the Fund upon the
sale of the second option will be large enough to offset both the
premium paid by the Fund for the original option plus the decrease in
value of the hedged securities.
Alternatively, the Fund may exercise its put option to close out the
position. To do so, it would simultaneously enter into a futures
contract of the type underlying the option (for a price less than the
strike price of the option) and exercise the option. The Fund would then
deliver the futures contract in return for payment of the strike price.
If the Fund neither closes out nor exercises an option, the option will
expire on the date provided in the option contract, and only the premium
paid for the contract will be lost.
Call Options on Financial Futures Contracts
In addition to purchasing put options on futures, the Fund may write
listed call options on futures contracts to hedge its portfolio. When
the Fund writes a call option on a futures contract, it is undertaking
the obligation of assuming a short futures position (selling a futures
contract) at the fixed strike price at any time during the life of the
option if the option is exercised. As stock prices fall, causing the
prices of futures to go down, the Fund's obligation under a call option
on a future (to sell a futures contract) costs less to fulfill, causing
the value of the Fund's call option position to increase.
In other words, as the underlying futures price goes down below the
strike price, the buyer of the option has no reason to exercise the
call, so that the Fund keeps the premium received for the option. This
premium can substantially offset the drop in value of the Fund's fixed
income or indexed portfolio which is occurring as interest rates rise.
Prior to the expiration of a call written by the Fund, or exercise of it
by the buyer, the Fund may close out the option by buying an identical
option. If the hedge is successful, the cost of the second option will
be less than the premium received by the Fund for the initial option.
The net premium income of the Fund will then substantially offset the
decrease in value of the hedged securities.
The Fund will not maintain open positions in futures contracts it has
sold or call options it has written on futures contracts if, in the
aggregate, the value of the open positions (marked to market) exceeds
the current market value of its securities portfolio plus or minus the
unrealized gain or loss on those open positions, adjusted for the
correlation of volatility between the hedged securities and the futures
contracts. If this limitation is exceeded at any time, the Fund will
take prompt action to close out a sufficient number of open contracts to
bring its open futures and options positions within this limitation.
"Margin" in Futures Transactions
Unlike the purchase or sale of a security, the Fund does not pay or
receive money upon the purchase or sale of a futures contract. Rather,
the Fund is required to deposit an amount of "initial margin" in cash or
U.S. Treasury bills with its custodian (or the broker, if legally
permitted). The nature of initial margin in futures transactions is
different from that of margin in
securities transactions in that initial margin in futures transactions
does not involve the borrowing of funds by the Fund to finance the
transactions. Initial margin is in the nature of a performance bond or
good faith deposit on the contract which is returned to the Fund upon
termination of the futures contract, assuming all contractual
obligations have been satisfied.
A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the
Fund pays or receives cash, called "variation margin," equal to the
daily change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will mark to
market its open futures positions.
The Fund is also required to deposit and maintain margin when it writes
call options on futures contracts.
Purchasing Put Options on Portfolio Securities
The Fund may purchase put options on portfolio securities to protect
against price movements in particular securities in its portfolio. 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.
Writing Covered Call Options on Portfolio Securities
The Fund may also write covered call options to generate income. As
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 sell 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 additional consideration).
Corporate Debt Securities
Corporate debt securities may bear fixed, fixed and contingent, or
variable rates of interest. They may involve equity features such as
conversion or exchange rights, warrants for the acquisition of common
stock of the same or different issuer, participations based on revenues,
sales, or profits, or the purchase of common stock in a unit transaction
(where corporate debt securities and common stock are offered as a
unit).
Repurchase Agreements
The Fund or its custodian will take possession of the securities subject
to repurchase agreements and these securities will be marked to market
daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the
repurchase price on any sale of such securities. In the event that such
a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Fund might be delayed pending
court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Fund and allow retention or disposition of
such securities. The Fund will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are found by the Fund's adviser to be creditworthy
pursuant to guidelines established by the Board of Trustees
("Trustees").
Reverse Repurchase Agreements
The Fund may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase
agreement, the Fund transfers possession of a portfolio instrument to
another person, such as a financial institution, broker, or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Fund will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate.
When effecting reverse repurchase agreements, liquid assets of the Fund,
in a dollar amount sufficient to make payment for the obligations to be
purchased, are segregated at the trade date. These securities are marked
to market daily and maintained until the transaction is settled.
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-Issued and Delayed Delivery Transactions
   
These transactions are made to secure what is considered to be an
advantageous price or yield for the Fund.  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.
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.
During the current year, the Fund does not anticipate investing more
than 10% of its total assets in when-issued and delayed delivery
transactions.
    
Lending of Portfolio Securities
The collateral received when the Fund lends portfolio securities must be
valued daily and, should the market value of the loaned securities
increase, the borrower must furnish additional collateral to the Fund.
During the time portfolio securities are on loan, the borrower pays the
Fund any dividends or interest paid on such securities. Loans are
subject to termination at the option of the Fund or the borrower. The
Fund may pay reasonable administrative and custodial fees in connection
with a loan and may pay a negotiated portion of the interest earned on
the cash or equivalent collateral to the borrower or placing broker.
Portfolio Turnover
   
Although the Fund does not intend to invest for the purpose of short-
term profits, securities in the portfolio will be sold whenever the
investment adviser believes it is appropriate to do so in light of the
Fund's investment objective without regard to the length of time a
particular security may have been held. The investment adviser does not
anticipate that the Fund's portfolio turnover rate will exceed 100%. For
the period from July 21, 1994 (start of business) to February 28, 1995,
the Fund's portfolio turnover rate was 45%.
    
Investment Limitations
   Selling Short and Buying on Margin
      The Fund will not sell any securities short or purchase any
      securities on margin, but may obtain such short-term credits as
      may be necessary for clearance of purchases and sales of portfolio
      securities. The deposit or payment by the Fund of initial or
      variation margin in connection with financial futures contracts or
      related options transactions is not considered the purchase of a
      security on margin.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except that the Fund may
      borrow money directly or through reverse repurchase agreements as
      a temporary measure for extraordinary or emergency purposes and
      then only in amounts not in excess of one-third of the value of
      its total assets; provided that, while borrowings exceed 5% of the
      Fund's total assets, any such borrowings will be repaid before
      additional investments are made. The Fund will not borrow money or
      engage in reverse repurchase agreements for investment leverage
      purposes.
   Concentration of Investments
      The Fund will not purchase securities if, as a result of such
      purchase, 25% or more of the value of its total assets would be
      invested in any one industry. However, the Fund may at times
      invest 25% or more of the value of its total assets in securities
      issued or guaranteed by the U.S. government, its agencies or
      instrumentalities.
   Investing in Commodities
      The Fund will not purchase or sell commodities, commodity
      contracts, or commodity futures contracts except that the Fund may
      purchase and sell financial futures and stock index futures
      contracts and related options.
   Investing in Real Estate
      The Fund will not purchase or sell real estate, including limited
      partnership interests in real estate, although it may invest in
      securities secured by real estate or interests in real estate.
   Lending Cash or Securities
      The Fund will not lend any of its assets except portfolio
      securities and except that it may purchase or hold 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 Trust's Declaration of 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 securities in accordance with
      its investment objective, policies, and limitations.
   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 15% of the value of total assets at
      the time of the pledge. For purposes of this limitation, the
      following are not deemed to be pledges: margin deposits for the
      purchase and sale of financial futures contracts and related
      options, and segregation or collateral arrangements made in
      connection with options activities or the purchase of securities
      on a when-issued basis.
   Diversification of Investments
      With respect to 75% of the value of its assets, the Fund will not
      purchase the securities of any issuer (other than cash, cash
      items, or securities issued or guaranteed by the U.S. government,
      its agencies or instrumentalities) if, as a result, more than 5%
      of the value of its total assets would be invested in the
      securities of that issuer, or if it would own more than 10% of the
      outstanding voting securities of that issuer.
The above investment limitations cannot be changed without shareholder
approval. The following limitations, however, may be changed by the
Trustees without shareholder approval. Shareholders will be notified
before any material changes in these limitations become effective.
   Restricted Securities
      The Fund will not invest more than 5% of the value of its total
      assets in securities subject to restrictions on resale under the
      Securities Act of 1933, except for certain restricted securities
      which meet the criteria for liquidity as established by the
      Trustees.
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of the value of its net
      assets in illiquid securities, including repurchase agreements
      providing for settlement more than seven days after notice, over-
      the-counter options, and certain restricted securities not
      determined by the Trustees to be liquid.
   Investing in Minerals
      The Fund will not purchase interests in oil, gas, other mineral
      exploration or development programs, or leases, although it may
      purchase the publicly traded securities of companies engaging in
      such activities.
   Investing in Issuers Whose Securities are Owned by Officers and
   Trustees of the Trust
      The Fund will not purchase or retain the securities of any issuer
      if the officers and Trustees of the Trust or its investment
      adviser owning individually more than 1/2 of 1% of the issuer's
      securities together own more than 5% of the issuer's securities.
   Investing in New Issuers
      The Fund will not invest more than 5% of the value of its total
      assets in securities of issuers which have records of less than
      three years of continuous operations, including the operation of
      any predecessor.
   Investing in Warrants
      The Fund will not invest more than 5% of its net assets in
      warrants, including those acquired in units or attached to other
      securities. To comply with certain state restrictions, the Fund
      will limit its investment in such warrants not listed on the New
      York or American Stock Exchange to 2% of its net assets. (If state
      restrictions change, this latter restriction may be revised
      without notice to shareholders.) For purposes of this investment
      restriction, warrants acquired by the Fund in units or attached to
      securities may be deemed to be without value.
   Arbitrage Transactions
      The Fund will not enter into transactions for the purpose of
      engaging in arbitrage.
   Investing in Put Options
      The Fund will not purchase put options on securities, 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.
   Investing to Exercise Control
      The Fund will not purchase securities for the purpose of
      exercising control over the issuer of securities.
   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.
      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 in excess of 5% of the
      value of its net assets during the coming year.
      For the purposes of its policies and limitations, the Fund
      considers certificates of deposit and demand and time deposits
      issued by a U.S. branch of a domestic bank or savings and loan
      having capital, surplus, and undivided profits in excess of
      $100,000,000 at the time of investment to be "cash items."
   
DG Investor Series Management
Officers and Trustees are listed with their addresses, present positions
with DG Investor Series, 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.; Chairman, Passport Research, Ltd.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Trust.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
Hospital of Pittsburgh; Director, Trustee, or Managing General Partner
of the Funds; formerly, Senior Partner, Ernst & Young LLP.


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

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

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

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


Edward L. Flaherty, Jr.@
Henny, Koehuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
Director, Trustee, or Managing General Partner of the Funds; formerly,
Counsel, Horizon Financial, F.A., Western Region.

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

Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate:  April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation and Trustee, Lahey Clinic Foundation, Inc.

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


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 and Hogue; Director, Trustee or Managing General Partner
of the Funds.

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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.

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


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate:  May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.

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

Charles L. Davis, Jr.
Federated Investors Tower
Pittsburgh, PA
Birthdate:  March 23, 1960
Vice President and Assistant Treasurer
Vice President, Federated Administrative Services; Vice President and
Assistant Treasurer of some of the Funds.

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

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust;  California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund,
Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust;  Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; World Investment Series,
Inc.
Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding shares.
As of April 17, 1995, the following shareholders of record owned 5% or
more of the outstanding shares of the Fund: Deposit Guaranty National
Bank, Jackson, Mississippi, owned approximately 3,326,877 shares
(98.5%).
Trustees Compensation
Name ,                        Aggregate
Position With                 Compensation From
Trust                         Trust+
John F. Donahue,              $ - 0-
Chairman and Trustee
Thomas G. Bigley,             $860
Trustee
John T. Conroy, Jr.,          $1,889
Trustee
William J. Copeland,          $1,889
Trustee
James E. Dowd,                $1,889
Trustee
Lawrence D. Ellis, M.D.,      $1,713
Trustee
Edward L. Flaherty, Jr.,      $1,889
Trustee
Edward C. Gonzales,           $ -0-
President and Trustee
Peter E. Madden,              $1,455
Trustee
Gregor F. Meyer,              $1,713
Trustee
John E. Murray, Jr.,          $ -0-
Trustee
Wesley W. Posvar,             $1,713
Trustee
Marjorie P. Smuts,            $1,713
Trustee
   +The aggregate compensation is provided for the Trust which is
   comprised of six portfolios.  Information is furnished for the fiscal
   year ended February 28, 1995.
    
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will only be
liable for their own willful defaults. If reasonable care has been
exercised in the selection of officers, agents, employees, or investment
advisers, a Trustee shall not be liable for any neglect or wrong doing
of any such person. However, they are not protected against any
liability to which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund
The Fund's investment adviser is Deposit Guaranty National Bank (the
"Adviser"), a subsidiary of Deposit Guaranty Corp. The Adviser shall not
be liable to the Trust, the Fund or any shareholder of the Fund for any
losses that may be sustained in the purchase, holding, or sale of any
security, or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with
the Trust.
Because of internal controls maintained by Deposit Guaranty National
Bank and Commercial National Bank, the Fund's sub-adviser, to restrict
the flow of non-public information, Fund investments are typically made
without any knowledge of Deposit Guaranty National Bank's or its
affiliates lending relationship with an issuer.
Advisory Fees
   
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the prospectus.
During the period from July 21, 1994 (start of business) through
February 28, 1995, the Adviser earned $131,668, of which $105,660 was
voluntarily waived.
    
Sub-Adviser to the Fund
The Fund's sub-adviser is Commercial National Bank (the "Sub-Adviser'),
a subsidiary of Deposit Guaranty Corp.
Sub-Advisory Fees
For its sub-advisory services, the Sub-Adviser receives an annual sub-
advisory fee as described in the prospectus.
   
During the period from July 21, 1994 (start of business) through
February 28, 1995, the Sub-Adviser earned $34,649, all of which was
voluntarily waived.
    
State Expense Limitations
The Adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose shares are
registered for sale in those states. If the Fund's normal operating
expenses (including the investment advisory fee, but not including
brokerage commissions, interest, taxes, and extraordinary expenses)
exceed 2 1/2% per year of the first $30 million of average net assets,
2% per year of the next $70 million of average net assets, and 1 1/2%
per year of the remaining average net assets, the Adviser will reimburse
the Fund for its expenses over the limitation.
If the Fund's monthly projected operating expenses exceed this expense
limitation, the investment advisory fee paid will be reduced by the
amount of the excess, subject to an annual adjustment. If the expense
limitation is exceeded, the amount to be reimbursed by the Adviser will
be limited, in any single fiscal year, by the amount of the investment
advisory fee.
This arrangement is not part of the advisory contract and may be amended
or rescinded in the future.
Administrative Services
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus.  For the period from July 21, 1994 (start
of business) to February 28, 1995, the Fund incurred administrative
service costs of $100,000, of which $80,736 was voluntarily waived.
    
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the Adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the Adviser will
generally use those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. The Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Trustees.
The Adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Fund
or to the Adviser and may include:
   -  advice as to the advisability of investing in securities;
   -  security analysis and reports;
   -  economic studies;
   -  industry studies;
   -  receipt of quotations for portfolio evaluations; and
   -  similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the Adviser in
advising the Fund and other accounts. To the extent that receipt of
these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their
expenses.
For the period from July 21, 1994 (start of business) to February 28,
1995, the Fund paid $36,029 in brokerage commissions on brokerage
transactions.
Purchasing Shares
Shares of the Fund are sold at their net asset value next determined
after an order is received, plus a sales charge, on days the New York
Stock Exchange and Federal Reserve Wire System are open for business.
The procedure for purchasing shares is explained in the prospectus under
"Investing in the Fund."
Distribution and Shareholder Services Plans
These arrangements permit the payment of fees to financial institutions
to stimulate distribution activities and services to shareholders
provided by a representative who has knowledge of the shareholder's
particular circumstances and goals.  These activities and services may
include, but are not limited to, marketing efforts; providing office
space, equipment, telephone facilities, and various clerical,
supervisory, computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing
purchase and redemption transactions and automatic investments of client
account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and
addresses.
By adopting the Distribution Plan, the Board of Trustees expects that
the Fund will be able to achieve a more predictable flow of cash for
investment purposes and to meet redemptions.  This will facilitate more
efficient portfolio management and assist the Fund in pursuing its
investment objectives.  By identifying potential investors whose needs
are served by the Fund's objectives, and properly servicing these
accounts, it may be possible to curb sharp fluctuations in rates of
redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail;
and (3) enhancing shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their
accounts.
For the period from July 21, 1994 (start of business) to February 28,
1995, no payments were made pursuant to the Distribution Plan. In
addition, for the period from July 21, 1994 (start of business) to
February 28, 1995, no payments were made pursuant to the Shareholder
Services Plan.
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. Deposit Guaranty National Bank and Commercial National Bank (the
"Banks"), as well as Federated Services Company, act as the
shareholder's agent in depositing checks and converting them to federal
funds.
Determining Net Asset Value
The net asset value generally changes each day. The days on which the
net asset value is calculated by the Fund are described in the
prospectus. Net asset value will not be calculated on Good Friday and on
certain federal holidays as set forth in the prospectus.
Determining Market Value of Securities
Market value of the Fund's portfolio securities are determined as
follows:
   -  for equity securities and bonds and other fixed income securities,
      according to the last sale price on a national securities
      exchange, if available;
   -  in the absence of recorded sales of equity securities, according
      to the mean between the last closing bid and asked prices, and for
      bonds and other fixed income securities as determined by an
      independent pricing service;
   -  for unlisted equity securities, the latest bid prices;
   -  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
   -  for all other securities, at fair value as determined in good
      faith by the Trustees.
Exchange Privilege
Requirements for Exchange
Before the exchange, the shareholder must receive a prospectus of the
fund for which the exchange is being made. This privilege is available
to shareholders resident in any state in which the fund shares being
acquired may be sold. Upon receipt of proper instructions and required
supporting documents, shares submitted for exchange are redeemed and the
proceeds invested in shares of the other fund.
Further information on the exchange privilege and prospectuses may be
obtained by calling the Fund.
Making an Exchange
Instructions for exchanges may be given in writing. Written instructions
may require a signature guarantee.
Redeeming Shares
Shares of the Fund are redeemed at the next computed net asset value
after the Banks receive the redemption request. Redemption procedures
are explained in the prospectus under "Redeeming Shares." Redemption
requests cannot be executed on days on which the New York Stock Exchange
is closed or on federal holidays when wire transfers are restricted.
Although State Street Bank does not charge for telephone redemptions, it
reserves the right to charge a fee for the cost of wire-transferred
redemptions of less than $5,000.
Redemption in Kind
Although the Fund intends to redeem shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by a distribution of securities from the Fund's portfolio.
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.
Tax Status
The Fund's Tax Status
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
   -  derive at least 90% of its gross income from dividends, interest,
      and gains from the sale of securities;
   -  derive less than 30% of its gross income from the sale of
      securities held less than three months;
   -  invest in securities within certain statutory limits; and
   -  distribute to its shareholders at least 90% of its net income
      earned during the year.
Shareholders' Tax Status
Shareholders are subject to federal income tax on dividends received as
cash or additional shares. These dividends, and any short-term capital
gains, are taxable as ordinary income.
Total Return
The average annual total return for 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 maximum 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, less any applicable sales load, adjusted over the
period by any additional shares, assuming the quarterly reinvestment of
all dividends and distributions. Cumulative total return reflects the
Fund's total performance over a specific period of time. This total
return assumes and is reduced by the payment of the maximum sales load.
Cumulative total return reflects the Fund's total performance over a
specific period of time. This total return assumes and is reduced by the
payment of the maximum sales load. The Fund's cumulative total return is
representative of only five months of fund activity since the Fund' s
effective date.
   
The Fund's cumulative total return from August 1, 1994 (start of
performance) to February 28, 1995, was 7.96%.
    
Yield
   
The Fund's yield for the thirty-day period ended February 28, 1995 was
(0.07%).
    
The yield for 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 then
annualized using semi-annual compounding. This means that the amount of
income generated during the thirty-day period is assumed to be generated
each month over a 12-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:
   -  portfolio quality;
   -  average portfolio maturity;
   -  type of instruments in which the portfolio is invested;
   -  changes in interest rates and market value of portfolio
      securities;
   -  changes in the Fund's expenses; and
   -  various other factors.
The Fund's performance 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:
   -  Lipper Analytical Services, Inc., ranks funds in various fund
      categories by making comparative calculations using total return.
      Total return assumes the reinvestment of all income dividends and
      capital gains distributions, if any. From time to time, the Fund
      will quote its Lipper ranking in the "equity, growth and income"
      category in advertising and sales literature.
   -  Dow 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.
   -  Standard & 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.
   -  Russell 2000 Small Stock 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.
   -  Morningstar, Inc., an independent rating service, is the publisher
      of the bi-weekly Mutual Fund Values. Mutual Fund Values rates more
      than 1,000 NASDAQ-listed mutual funds of all types, according to
      their risk-adjusted returns. The maximum rating is five stars, and
      ratings are effective for two weeks.
   -NASDAQ Over-the-Counter Composite Index covers 4,500 stocks traded
      over the counter. It represents many small company stocks but is
      heavily influenced by about 100 of the largest NASDAQ stocks. It
      is a value-weighted index calculated on price change only and does
      not include income.
Advertisements may quote performance information which does not reflect
the effect of the sales load.
Appendix
Standard and Poor's Ratings Group Corporate Bond Ratings
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's
Corporation. Capacity to pay interest and repay principal is extremely
strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in
higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.
NR--NR indicates that no public rating has been requested, that there is
insufficient information on which to base a rating, or that S&P does not
rate a particular type of obligation as a matter of policy.
Plus (+) or Minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the
major rating categories.
Moody's Investors Service, Inc. Corporate Bond Ratings
AAA--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large
or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position
of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds
because margins of protection may not be as large as in Aaa securities
or fluctuation of protective elements may be of greater amplitude or
there may be other elements present which make the long-term risks
appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors
giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment
sometime in the future.
Baa--Bonds which are rated Baa are considered as medium-grade
obligations, (i.e., they are neither highly protected nor poorly
secured). Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well.
NR--Not rated by Moody's.
Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates that the issue ranks in the lower
end of its generic rating category.
Fitch Investors Service, Inc. Long-Term Debt Ratings
AAA--Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably
foreseeable events.
AA--Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these
issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality.
The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit
quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood that the
ratings of these bonds will fall below investment grade is higher than
for bonds with higher ratings.
NR--NR indicates that Fitch does not rate the specific issue.
Plus (+) or Minus (-): Plus and minus signs are used with a rating
symbol to indicate the relative position of a credit within the rating
category. Plus and minus signs, however, are not used in the AAA
category.
Standard and Poor's Ratings Group Commercial Paper Ratings
A-1--This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues
determined to possess overwhelming safety characteristics are denoted
with a plus (+) sign designation.
A-2--Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for
issues designated A-1.
Moody's Investors Service, Inc. Commercial Paper Ratings
Prime-1--Issues rated PRIME-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations.
PRIME-1 repayment capacity will normally be evidenced by the following
characteristics: leading market positions in well-established
industries; high rates of return on funds employed; conservative
capitalization structures with moderate reliance on debt and ample asset
protection; broad margins in earning coverage of fixed financial charges
and high internal cash generation; and well-established access to a
range of financial markets and assured sources of alternative liquidity.
Prime-2--Issues rated PRIME-2 (or related supporting institutions) have
a strong capacity for repayment of short-term promissory obligations.
This will normally be evidenced by many of the characteristics cited
above but to a lesser degree. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
Fitch Investors Service, Inc. Commercial Paper Ratings
F-1+--(Exceptionally strong Credit Quality) Issues assigned this rating
are regarded as having the strongest degree of assurance for timely
payment.
F-1--(Very Strong Credit Quality) Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues
rated F-1+.
G00499-02 (4/95)

PART C.   OTHER INFORMATION.

Item 24.    Financial Statements and Exhibits:
            (a)   Financial Statements (Filed in Part A)
            (b)   Exhibits:
                   (1)  Conformed copy of Declaration of Trust of the
                        Registrant (1.);
                          (i) Conformed copy of Amendment No. 1 of
                              Declaration of Trust of the Registrant
                              (2.);
                         (ii) Conformed copy of Amendment No. 3 of
                              Declaration of Trust of the Registrant
                              (4.);
                        (iii) Conformed copy of Amendment to the
                              Declaration of Trust of the Registrant
                              dated May 17, 1994 (8.);
                   (2)  Copy of By-Laws of the Registrant (1.);
                   (3)  Not applicable;
                   (4)    (i) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of DG U.S. Government
                              Money Market Fund (3.);
                         (ii) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of DG Limited Term
                              Government Income Fund (3.);
                        (iii) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of DG Government
                              Income Fund (3.);
                         (iv) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of DG Equity Fund
                              (3.);
                          (v) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of DG Municipal Income
                              (6.);
                         (vi) Copy of Specimen Certificate for Shares of
                              Beneficial Interest of DG Opportunity Fund
                              (8.);
                   (5)    (i) Copy of Investment Advisory Contract of
                              Registrant (7.);
                              (a)  Conformed copy of Exhibit A for DG
                                   U.S. Government Money Market Fund
                                   (8.);
                              (b)  Conformed copy of Exhibit B for DG
                                   Limited Term Government Income Fund
                                   (8.);
                              (c)  Conformed copy of Exhibit C for DG
                                   Government Income Fund (8.);
                              (d)  Conformed copy of Exhibit D for DG
                                   Equity Fund (8.);
                              (e)  Conformed copy of Exhibit E for DG
                                   Municipal Income Fund (8.);
                              (f)  Conformed copy of Exhibit F for DG
                                   Opportunity Funds; (9.)
                         (ii) Copy of Sub-Advisory Agreement between
                              Deposit Guaranty National Bank and
                              Commercial National Bank (6.);
                              (a)  Conformed copy of Exhibit A for DG
                                   Equity Fund (8.);
                              (b)  Conformed copy of Exhibit B for DG
                                   Government Income Fund (8.);
                              (c)  Conformed copy of Exhibit C for DG
                                   Limited Term Government Income Fund
                                   (8.);
                              (d)  Conformed copy of Exhibit D for DG
                                   Municipal Income Fund (8.);
                              (e)  Conformed copy of Exhibit E for DG
                                   Opportunity Fund; (9.)
                   (6)  Copy of Distributor's Contract of the Registrant
                        (3.);
                          (i) Conformed copy of Exhibit A for DG vs
                        Government Money Market Fund (8.);
                         (ii)  Copy of Exhibit B for DG Limited Term
                              Government Income Fund (8.);
                        (iii)  Conformed copy of Exhibit C for DG
                              Government Income Fund (8.);
                         (iv) Conformed copy of Exhibit D for DG Equity
                              Income Fund (8.);
                          (v) Conformed copy of Exhibit E for DG
                              Municipal Income Fund (8.);
                         (vi) Conformed copy of Exhibit F for DG
                              Opportunity Fund;(9.)
                   (7)  Not applicable
                   (8)  Copy of Custodian Agreement of the Registrant
                        (6.);
                   (9)    (i) Copy of Transfer Agency and Service
                              Agreement of Registrant (6.);
                         (ii) Conformed copy of Administrative Services
                              Agreement (7.);
                        (iii) Copy of Shareholder Services Agreement
                              (8.);
                         (iv) Conformed copy of Shareholder Services
                              Plan; (9.)
                          (v) Conformed copy of Exhibit A to Shareholder
                              Services Plan; (9.)
                  (10)  Copy of Opinion and Consent of Counsel as to
                        legality of shares being registered (2.);
                  (11)  Conformed copy of consent of independent
                        auditors; +
                  (12)  Not applicable;
                  (13)  Copy of Initial Capital Understanding (2.);.
                  (14)  Not applicable;
                  (15)    (i) Copy of Distribution Plan of the
                              Registrant (2.);
                              (a)  Conformed copy of Exhibit A for D.G.
                                   U.S. Government Money Market Fund
                                   (8.);
                              (b)  Conformed copy of Exhibit B for DG
                                   Limited Term Government Income Fund
                                   (8.);
                              (c)  Conformed copy of Exhibit C for DG
                                   Government Income Fund (8.);
                              (d)  Conformed copy of Exhibit D for DG
                                   Equity Fund (8.);
                              (e)  Conformed copy of Exhibit E for DG
                                   Municipal Income Fund (8.);
                              (f)  Conformed copy of Exhibit F for DG
                                   Opportunity Fund; (9.)
                         (ii) Copy of Rule 12b-1 Agreement of the
                              Registrant (8.);
                  (16)  Schedule for Computation of Fund Performance
                        Data (5.);
                          (i) DG  Equity Fund(5.);
                         (ii) DG Government Income Fund(5.);
                        (iii) DG Limited Term Government Income
                              Fund(5.);
                         (iv) DG U.S. Government Money Market Fund(5.);
                          (v) DG Municipal Income Fund (6.);
                         (vi) DG Opportunity Fund; (9.)
                  (17)  Financial Data Schedules; +
                  (18)  Conformed copy of Power of Attorney; +


+     All exhibits have been filed electronically.

1.    Response is incorporated by reference to Registrant's Initial
      Registration Statement on Form N-1A filed March 18, 1992.  (File
      Nos. 33-46431 and 811-6607)
2.    Response is incorporated by reference to Registrant's Pre-
      Effective Amendment No. 1 on Form N-1A filed April 29, 1992.
      (File Nos. 33-46431 and 811-6607)
3.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 1 on Form N-1A filed May 22, 1992.  (File
      Nos. 33-46431 and 811-6607)
4.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No.2 on Form N-1A filed October 14, 1992.
      (File Nos. 33-46431 and 811-6607)
5.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No.3 on Form N-1A filed October 28, 1992.
      (File Nos. 33-46431 and 811-6607)
6.    Response is incorporated by Reference to Registrant's Post-
      Effective Amendment No. 4 on Form N-1A filed April 23, 1993.
      (File Nos. 33-46431 and 811-6607)
7.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 5 on Form N-1A filed April 27, 1994.
      (File Nos. 33-46431 and 811-6607)
8.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 6 on Form N-1A filed May 26, 1994.  (File
      Nos. 33-46431 and 811-6607)
9.    Response is incorporated by reference to Registrant's Post-
      Effective Amendment No. 8 on Form N-1A filed February 10, 1995.
      (File Nos. 33-46431 and 811-6607)
Item 25.    Persons Controlled by or Under Common Control with
                                          Registrant:

            None

Item 26.    Number of Holders of Securities:

                                                Number of Record Holders
            Title of Class                       as of April 17, 1995

            Shares of beneficial interest
             (no par value)

            DG U.S. Government Money
             Market Fund                                     46

            DG Limited Term Government
             Income Fund                                    208

            DG Government Income Fund                       131

            DG Equity Fund                                  451

            DG Municipal Income Fund                         61

            DG Opportunity Fund                              63

Item 27.    Indemnification:  (4)

Item 28.  Business and Other Connections of Investment Adviser:

            (a) Deposit Guaranty National Bank, a national banking
                association formed in 1925, is a subsidiary of Deposit
                Guaranty Corp ("DGC").  Through its subsidiaries and
                affiliates, DGC offers a full range of financial
                services to the public, including commercial lending,
                depository services, cash management, brokerage
                services, retail banking, mortgage banking, investment
                advisory services and trust services.

                As of December 31, 1994, the Trust Division of Deposit
                Guaranty National Bank had approximately $9 billion
                under administration, of which it had investment
                discretion over $1.4 billion.  Deposit Guaranty
                National Bank has served as the Trust's investment
                adviser since May 5, 1992.

                The principal executive officers of the Fund's
                Investment Adviser, and the Directors of the Fund's
                Adviser, are set forth in the following tables.  Unless
                otherwise noted, the position listed under Other
                Substantial Business, Profession, Vocation or
                Employment is with Deposit Guaranty National Bank.


                                                   Other Substantial
                           Position With           Business, Profession,
   Name                    the Adviser             Vocation or Employment

E.B. Robinson, Jr.         Chairman of the Board
                           and Chief Executive

Howard L. McMillan, Jr.    President and Chief
                           Operating Officer

Robert G. Barnett          General Counsel and
                           Secretary to the Board

William R. Boone           Executive Vice President

Thomas M. Hontzas          Executive Vice President

W. Parks Johnson           Executive Vice President

James S. Lenoir            Executive Vice President

W. Murray Pate             Executive Vice President

W. Stanley Pratt           Executive Vice President

Arlen L. McDonald          Treasurer and Chief
                           Financial Officer


DIRECTORS

Haley R. Barbour        Warren A. Hood, Jr.        W.R. Newman, III

Michael B. Bemis        Charles L. Irby            John N. Palmer

B. L. Chain             W. Randolph James          E.B. Robinson, Jr.

Sharon S. Greener       Booker T. Jones            Robert D. Robinson

Charles G. Hathaway     Jean C. Lindsey            Robert L.T. Smith, Jr.

Harris B. Henley        Howard L. McMillan, Jr.    Victor P. Smith

Douglas A. Herring      Richard D. McRae, Jr.      J. Kelley Williams

W. Henry Holman, Jr.


            (b)  Commercial National Bank, a national banking
                association which received its charter in 1886, is a
                subsidiary of DGC and serves as Investment Sub-Adviser
                to DG Limited Term Government Income Fund, DG Government
                Income Fund, DG Equity Fund, DG Municipal Income Fund
                and DG Opportunity Fund.  As of December 31, 1993, the
                Trust Division at Commercial National Bank had
                approximately $1.2 billion in trust assets under
                administration, of which it had investment discretion
                over $1.02 billion.  Commercial National Bank has served
                as sub-adviser to DG Limited Term Government Income
                Fund, DG Government Income Fund, DG Equity Fund and DG
                Municipal Income Fund since July 20, 1992 and for DG
                Opportunity Fund since May 25, 1994.

                The principal executive officers of the Investment Sub-
                Adviser, and the Directors of the Investment Sub-
                Adviser, are set forth in the following tables.  Unless
                otherwise noted, the position listed under Other
                Substantial Business, Profession, Vocation or Employment
                is with Commercial National Bank.


                                                   Other Substantial
                          Position With            Business, Profession,
  Name                    the Sub-Adviser          Vocation or Employment

Steven C. Walker          President and Chief
                          Executive Officer

P. Michael Adkins         Executive Vice President

C. David Barrentine, Jr.  Executive Vice President

David H. Nordyke          Executive Vice President

Robert H. Boehmler, Jr.   Senior Vice President

V. Odell Mimms            Senior Vice President

Richard H. Sale           Senior Vice President

F.M. Freeman              Senior Vice President


DIRECTORS

Willis L. Meadows       Dewey W. Corley            C. W. Holtsclaw, Jr.

Gordon A. Marsalis      Howard L. McMillan, Jr.    William C. Peatross

W. C. Rasberry           E. B. Robinson, Jr.       Steven C. Walker

Donald W. Weir          N. H. Wheless, Jr.         Fred Wilson

George D. Wray, Jr.     Richard H. Bremer

Item 29.    Principal Underwriters:

       (a)  Federated Securities Corp., the Distributor for shares of
                the Registrant, also acts as principal underwriter for
                the following open-end investment companies:  Alexander
                Hamilton Funds; American Leaders Fund, Inc.; Annuity
                Management Series; Arrow Funds; Automated Cash
                Management Trust; Automated Government Money Trust;
                BayFunds;  The Biltmore Funds; The Biltmore Municipal
                Funds; California Municipal Cash Trust; Cash Trust
                Series, Inc.; Cash Trust Series II; DG Investor Series;
                Edward D. Jones & Co. Daily Passport Cash Trust;
                Federated ARMs Fund;  Federated Exchange Fund, Ltd.;
                Federated GNMA Trust; Federated Government Trust;
                Federated Growth Trust; Federated High Yield Trust;
                Federated Income Securities Trust; Federated Income
                Trust; Federated Index Trust; Federated Institutional
                Trust; Federated Intermediate Government Trust;
                Federated Master Trust; Federated Municipal Trust;
                Federated Short-Intermediate Government Trust;
                Federated Short-Term U.S. Government Trust; Federated
                Stock Trust; Federated Tax-Free Trust; Federated U.S.
                Government Bond Fund; First Priority Funds; First Union
                Funds; Fixed Income Securities, Inc.; Fortress
                Adjustable Rate U.S. Government Fund, Inc.; Fortress
                Municipal Income Fund, Inc.; Fortress Utility Fund,
                Inc.; Fountain Square Funds; Fund for U.S. Government
                Securities, Inc.; Government Income Securities, Inc.;
                High Yield Cash Trust; Independence One Mutual Funds;
                Insight Institutional Series, Inc.; Insurance
                Management Series; Intermediate Municipal Trust;
                International Series Inc.; Investment Series Funds,
                Inc.; Investment Series Trust; Liberty Equity Income
                Fund, Inc.; Liberty High Income Bond Fund, Inc.;
                Liberty Municipal Securities Fund, Inc.; Liberty U.S.
                Government Money Market Trust; Liberty Utility Fund,
                Inc.; Liquid Cash Trust; Managed Series Trust; Marshall
                Funds, Inc.; Money Market Management, Inc.; Money
                Market Obligations Trust; Money Market Trust; The
                Monitor Funds; Municipal Securities Income Trust;
                Newpoint Funds; New York Municipal Cash Trust; 111
                Corcoran Funds; Peachtree Funds; The Planters Funds;
                RIMCO Monument Funds; The Shawmut Funds; Short-Term
                Municipal Trust; SouthTrust Vulcan Funds; Star Funds;
                The Starburst Funds; The Starburst Funds II; Stock and
                Bond Fund, Inc.; Sunburst Funds; Targeted Duration
                Trust; Tax-Free Instruments Trust; Tower Mutual Funds;
                Trademark Funds; Trust for Financial Institutions;
                Trust for Government Cash Reserves; Trust for Short-
                Term U.S. Government Securities; Trust for U.S.
                Treasury Obligations; The Virtus Funds; Vision
                Fiduciary Funds, Inc.; 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.

            (b)
<TABLE>
<CAPTION>

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

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

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

John W. McGonigle          Director, Executive Vice    Vice President and
Federated Investors Tower  President, and Assistant    Secretary
Pittsburgh, PA 15222-3779  Secretary, Federated
                           Securities Corp.

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

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

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

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

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

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

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

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

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

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

H. Joseph Kennedy          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

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

Richard W. Boyd            Vice President,                        --
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

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

Laura M. Deger             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 Underwriter            With Registrant

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

Joseph L. Epstein          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

Michael D. Fitzgerald      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

David C. Glabicki          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

Scott A. Hutton            Vice President,                        --
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

William J. Kerns           Vice President,                        --
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler          Vice President,                        --
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

Dennis M. Laffey           Vice President,                        --
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

Stephen A. LaVersa         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 Underwriter            With Registrant

Francis J. Matten, Jr.     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

R. Jeffrey Niss            Vice President,                        --
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Robert F. Phillips         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

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

Charles A. Robison         Vice President,                        --
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

John C. Shelar, Jr.        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

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

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

Jamie M. Teschner          Vice President,
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

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

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

Richard B. Watts           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

Philip C. Hetzel           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

Ernest L. Linane           Assistant Vice President,              --
Federated Investors Tower  Federated Securities Corp.
Pittsburgh, PA 15222-3779

S. Elliott Cohan           Secretary,                  Assistant
Federated Investors Tower  Federated Securities Corp.  Secretary
Pittsburgh, PA 15222-3779

</TABLE>

            (c)   Not applicable.

Item 30.    Location of Accounts and Records:

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

DG Investor Series                      Federated Investors Tower
                                        Pittsburgh, PA  15222-3779

Federated Services Company              Federated Investors Tower
    Transfer Agent, Dividend            Pittsburgh, PA  15222-3779
    Disbursing Agent and
    Shareholder Servicing Agent

Federated Administrative Services       Federated Investors Tower
    Administrator                       Pittsburgh, PA  15222-3779

Deposit Guaranty National Bank          P.O. Box 1200
    Adviser                             Jackson, Mississippi 39215-1200

Commercial National Bank                P.O. Box 21119
    Sub-Adviser                         Shreveport, Louisiana  71152
    (except DG U.S. Government Money
    Market Fund)

State Street Bank and Trust Company     P.O. Box 1713
    Custodian                           Boston, Massachusetts 021205

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 for each portfolio of the Trust is delivered
            with a copy of Registrant's latest annual report to
            shareholders upon request and without charge.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, DG Investor Series,
certifies that it meets all of the requirements for effectiveness of
this Amendment to its Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 25th day of April, 1995.

DG INVESTOR SERIES

                  BY: /s/Karen M. Brownlee
                  Karen M. Brownlee, Assistant Secretary
                  Attorney in Fact for John F. Donahue
                  April 25, 1995




    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/Karen M. Brownlee
    Karen M. Brownlee      Attorney In Fact              April 25, 1995
    ASSISTANT SECRETARY    For the Persons
                           Listed Below

    NAME                   TITLE

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

Edward C. Gonzales*        President, Treasurer and
                           Trustee (Principal Financial
                           and Accounting Officer)

Thomas G. Bigley*          Trustee

John T. Conroy, Jr.*       Trustee

William J. Copeland*       Trustee

James E. Dowd*             Trustee

Lawrence D. Ellis, M.D.*   Trustee

Edward L. Flaherty, Jr.*   Trustee

Peter E. Madden*           Trustee

Gregor F. Meyer*           Trustee

John E. Murray, Jr.*       Trustee

Wesley W. Posvar*          Trustee

Marjorie P. Smuts*         Trustee

* By Power of Attorney





                                         Exhibit 11


INDEPENDENT AUDITORS' CONSENT

  With respect to this Post Effective Amendment No. 9 to the
Registration Statement on Form N-1A of the DG Investor Series, we
consent to the use of our reports dated April 7, 1995, on the financial
statements of the funds listed below, included herein and to the
references to our Firm under the headings "Financial Highlights" and
"Administration of the Fund - Independent Auditors" in Part A of the
Registration Statement.
  
                        DG U.S. Government Money Market Fund;
                        DG Equity Fund;
                        DG Government Income fund;
                        DG Limited Term Government Income Fund;
                        DG Municipal Income Fund;
                        DG Opportunity Fund

KPMG Peat Marwick LLP
KPMG Peat Marwick LLP

Pittsburgh, Pennsylvania
April 20, 1995




POWER OF ATTORNEY


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


SIGNATURES                         TITLE                    DATE


/s/ _John F. Donahue        Chairman and Trustee         April 13, 1995
John F. Donahue             (Chief Executive Officer)



/s/ _Edward C. Gonzales     President and Treasurer   April 13, 1995
Edward C. Gonzales          and Trustee(Principal
                            Financial andAccounting
                            Officer)


/s/_Thomas G. Bigley        Trustee                   April 13, 1995
Thomas G. Bigley



/s/ _John T. Conroy, Jr.    Trustee                   April 13, 1995
John T. Conroy, Jr.



/s/ _William J. Copeland    Trustee                   April 13, 1995
William J. Copeland



/s/ _James E. Dowd          Trustee                   April 13, 1995
James E. Dowd


SIGNATURES                  TITLE                     DATE


/s/Lawrence D. Ellis, M.D.  Trustee                    April 13, 1995
Lawrence D. Ellis, M.D.



/s/Edward L. Flaherty, Jr.  Trustee                    April 13, 1995
Edward L. Flaherty, Jr.



/s/ _Peter E. Madden        Trustee                    April 13, 1995
Peter E. Madden



/s/ _Gregor F. Meyer        Trustee                    April 13, 1995
Gregor F. Meyer



/s/ John E. Murray, Jr.     Trustee                    April 13, 1995
John E. Murray, Jr.



/s/ _Wesley W. Posvar       Trustee                    April 13, 1995
Wesley W. Posvar



/s/ _Marjorie P. Smuts      Trustee                    April 13, 1995
Marjorie P. Smuts





Sworn to and subscribed before me this 13th day of April, 1995


/s/ Marie M. Hamm
Notary Public

      Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Commission Expires September 16, 1996
Member, Pennsylvania Association of Notaries


<TABLE> <S> <C>



       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   1
     <NAME>                     DG Equity Fund


<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               Feb-28-1995
<PERIOD-END>                    Feb-28-1995
<INVESTMENTS-AT-COST>           230,093,912
<INVESTMENTS-AT-VALUE>          256,428,916
<RECEIVABLES>                   3,566,385
<ASSETS-OTHER>                  30,830
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  260,026,131
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       28,207
<TOTAL-LIABILITIES>             28,207
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        233,132,212
<SHARES-COMMON-STOCK>           22,777,372
<SHARES-COMMON-PRIOR>           26,134,342
<ACCUMULATED-NII-CURRENT>       617,738
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         (87,030)
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        26,335,004
<NET-ASSETS>                    259,997,924
<DIVIDEND-INCOME>               5,673,263
<INTEREST-INCOME>               670,040
<OTHER-INCOME>                  0
<EXPENSES-NET>                  2,422,844
<NET-INVESTMENT-INCOME>         3,920,459
<REALIZED-GAINS-CURRENT>        2,434,655
<APPREC-INCREASE-CURRENT>       11,661,159
<NET-CHANGE-FROM-OPS>           18,016,273
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       3,923,189
<DISTRIBUTIONS-OF-GAINS>        3,737,081
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         5,663,505
<NUMBER-OF-SHARES-REDEEMED>     9,475,512
<SHARES-REINVESTED>             455,037
<NET-CHANGE-IN-ASSETS>          (24,204,596)
<ACCUMULATED-NII-PRIOR>         620,468
<ACCUMULATED-GAINS-PRIOR>       1,215,396
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           1,907,646
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 2,422,844
<AVERAGE-NET-ASSETS>            255,965,723
<PER-SHARE-NAV-BEGIN>           10.870
<PER-SHARE-NII>                 0.160
<PER-SHARE-GAIN-APPREC>         0.710
<PER-SHARE-DIVIDEND>            0.160
<PER-SHARE-DISTRIBUTIONS>       0.170
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             11.410
<EXPENSE-RATIO>                 95
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        


</TABLE>

<TABLE> <S> <C>

       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   2
     <NAME>                     DG Government Income Fund


<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               Feb-28-1995
<PERIOD-END>                    Feb-28-1995
<INVESTMENTS-AT-COST>           169,461,816
<INVESTMENTS-AT-VALUE>          166,597,491
<RECEIVABLES>                   2,160,558
<ASSETS-OTHER>                  18,093
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  168,776,142
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       462,657
<TOTAL-LIABILITIES>             462,657
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        173,367,892
<SHARES-COMMON-STOCK>           17,772,717
<SHARES-COMMON-PRIOR>           11,993,971
<ACCUMULATED-NII-CURRENT>       173,076
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         (2,363,158)
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        (2,864,325)
<NET-ASSETS>                    168,313,485
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               9,997,796
<OTHER-INCOME>                  0
<EXPENSES-NET>                  1,053,599
<NET-INVESTMENT-INCOME>         8,944,197
<REALIZED-GAINS-CURRENT>        (2,301,667)
<APPREC-INCREASE-CURRENT>       (2,720,070)
<NET-CHANGE-FROM-OPS>           3,922,460
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       8,775,580
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         10,805,072
<NUMBER-OF-SHARES-REDEEMED>     5,423,669
<SHARES-REINVESTED>             397,343
<NET-CHANGE-IN-ASSETS>          49,618,362
<ACCUMULATED-NII-PRIOR>         4,459
<ACCUMULATED-GAINS-PRIOR>       (61,491)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           926,421
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 1,285,204
<AVERAGE-NET-ASSETS>            153,105,722
<PER-SHARE-NAV-BEGIN>           9.900
<PER-SHARE-NII>                 0.540
<PER-SHARE-GAIN-APPREC>         (0.440)
<PER-SHARE-DIVIDEND>            0.530
<PER-SHARE-DISTRIBUTIONS>       0.000
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             9.470
<EXPENSE-RATIO>                 68
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        


</TABLE>

<TABLE> <S> <C>


       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   3
     <NAME>              DG Limited Term GovernmentIncome Fund


<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               Feb-28-1995
<PERIOD-END>                    Feb-28-1995
<INVESTMENTS-AT-COST>           97,045,937
<INVESTMENTS-AT-VALUE>          94,550,252
<RECEIVABLES>                   1,716,057
<ASSETS-OTHER>                  15,810
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  96,282,119
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       65,685
<TOTAL-LIABILITIES>             65,685
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        100,461,727
<SHARES-COMMON-STOCK>           9,975,150
<SHARES-COMMON-PRIOR>           11,816,436
<ACCUMULATED-NII-CURRENT>       93,936
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         (1,843,544)
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        (2,495,685)
<NET-ASSETS>                    96,216,434
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               6,020,395
<OTHER-INCOME>                  0
<EXPENSES-NET>                  672,473
<NET-INVESTMENT-INCOME>         5,347,922
<REALIZED-GAINS-CURRENT>        (1,068,070)
<APPREC-INCREASE-CURRENT>       (1,836,643)
<NET-CHANGE-FROM-OPS>           2,443,209
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       5,266,273
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         4,548,639
<NUMBER-OF-SHARES-REDEEMED>     6,604,481
<SHARES-REINVESTED>             214,556
<NET-CHANGE-IN-ASSETS>          (20,443,994)
<ACCUMULATED-NII-PRIOR>         12,287
<ACCUMULATED-GAINS-PRIOR>       (775,474)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           642,168
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 940,043
<AVERAGE-NET-ASSETS>            106,842,314
<PER-SHARE-NAV-BEGIN>           9.870
<PER-SHARE-NII>                 0.490
<PER-SHARE-GAIN-APPREC>         (0.230)
<PER-SHARE-DIVIDEND>            0.480
<PER-SHARE-DISTRIBUTIONS>       0.000
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             9.650
<EXPENSE-RATIO>                 63
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        


</TABLE>

<TABLE> <S> <C>


       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   4
     <NAME>                     DG Municipal Income Fund


<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               Feb-28-1995
<PERIOD-END>                    Feb-28-1995
<INVESTMENTS-AT-COST>           40,944,505
<INVESTMENTS-AT-VALUE>          40,456,802
<RECEIVABLES>                   1,670,043
<ASSETS-OTHER>                  3,045
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  42,129,890
<PAYABLE-FOR-SECURITIES>        497,884
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       89,863
<TOTAL-LIABILITIES>             587,747
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        41,992,509
<SHARES-COMMON-STOCK>           4,090,893
<SHARES-COMMON-PRIOR>           3,257,815
<ACCUMULATED-NII-CURRENT>       25,860
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         11,477
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        (487,703)
<NET-ASSETS>                    41,542,143
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               2,134,466
<OTHER-INCOME>                  0
<EXPENSES-NET>                  281,081
<NET-INVESTMENT-INCOME>         1,853,385
<REALIZED-GAINS-CURRENT>        11,477
<APPREC-INCREASE-CURRENT>       (1,201,336)
<NET-CHANGE-FROM-OPS>           663,526
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       1,838,300
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         1,764,990
<NUMBER-OF-SHARES-REDEEMED>     933,737
<SHARES-REINVESTED>             1,825
<NET-CHANGE-IN-ASSETS>          7,107,041
<ACCUMULATED-NII-PRIOR>         10,775
<ACCUMULATED-GAINS-PRIOR>       0
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           225,528
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 435,192
<AVERAGE-NET-ASSETS>            37,542,041
<PER-SHARE-NAV-BEGIN>           10.570
<PER-SHARE-NII>                 0.490
<PER-SHARE-GAIN-APPREC>         (0.430)
<PER-SHARE-DIVIDEND>            0.480
<PER-SHARE-DISTRIBUTIONS>       0.000
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             10.150
<EXPENSE-RATIO>                 75
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        


</TABLE>

<TABLE> <S> <C>


       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   5
     <NAME>                     DG Opportunity Fund


<PERIOD-TYPE>                   7-MOS
<FISCAL-YEAR-END>               Feb-28-1995
<PERIOD-END>                    Feb-28-1995
<INVESTMENTS-AT-COST>           38,377,579
<INVESTMENTS-AT-VALUE>          39,112,654
<RECEIVABLES>                   1,287,733
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  40,400,387
<PAYABLE-FOR-SECURITIES>        3,700,748
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       36,086
<TOTAL-LIABILITIES>             3,736,834
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        35,474,555
<SHARES-COMMON-STOCK>           3,287,942
<SHARES-COMMON-PRIOR>           0
<ACCUMULATED-NII-CURRENT>       98
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         453,825
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        735,075
<NET-ASSETS>                    36,663,553
<DIVIDEND-INCOME>               31,608
<INTEREST-INCOME>               85,433
<OTHER-INCOME>                  0
<EXPENSES-NET>                  109,120
<NET-INVESTMENT-INCOME>         7,921
<REALIZED-GAINS-CURRENT>        501,584
<APPREC-INCREASE-CURRENT>       735,075
<NET-CHANGE-FROM-OPS>           1,244,580
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       7,823
<DISTRIBUTIONS-OF-GAINS>        47,759
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         3,539,667
<NUMBER-OF-SHARES-REDEEMED>     255,365
<SHARES-REINVESTED>             3,640
<NET-CHANGE-IN-ASSETS>          36,663,553
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       0
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           131,668
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 295,516
<AVERAGE-NET-ASSETS>            22,475,720
<PER-SHARE-NAV-BEGIN>           10.950
<PER-SHARE-NII>                 0.000
<PER-SHARE-GAIN-APPREC>         0.220
<PER-SHARE-DIVIDEND>            0.020
<PER-SHARE-DISTRIBUTIONS>       0.000
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             11.150
<EXPENSE-RATIO>                 79
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        



</TABLE>

<TABLE> <S> <C>


       
<S>                             <C>

<ARTICLE>                       6
<SERIES>
     <NUMBER>                   6
     <NAME>              DG U.S. Government Money Market Fund


<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               Feb-28-1995
<PERIOD-END>                    Feb-28-1995
<INVESTMENTS-AT-COST>           162,906,654
<INVESTMENTS-AT-VALUE>          162,906,654
<RECEIVABLES>                   233,617
<ASSETS-OTHER>                  33,063
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  163,173,334
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       658,628
<TOTAL-LIABILITIES>             658,628
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        162,514,706
<SHARES-COMMON-STOCK>           162,514,706
<SHARES-COMMON-PRIOR>           189,314,775
<ACCUMULATED-NII-CURRENT>       0
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         0
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        0
<NET-ASSETS>                    162,514,706
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               7,526,835
<OTHER-INCOME>                  0
<EXPENSES-NET>                  890,453
<NET-INVESTMENT-INCOME>         6,636,382
<REALIZED-GAINS-CURRENT>        0
<APPREC-INCREASE-CURRENT>       0
<NET-CHANGE-FROM-OPS>           6,636,382
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       6,636,382
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         394,768,127
<NUMBER-OF-SHARES-REDEEMED>     421,619,818
<SHARES-REINVESTED>             51,622
<NET-CHANGE-IN-ASSETS>          (26,800,069)
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       0
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           837,617
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 1,225,500
<AVERAGE-NET-ASSETS>            167,523,414
<PER-SHARE-NAV-BEGIN>           1.000
<PER-SHARE-NII>                 0.040
<PER-SHARE-GAIN-APPREC>         0.000
<PER-SHARE-DIVIDEND>            0.040
<PER-SHARE-DISTRIBUTIONS>       0.000
<RETURNS-OF-CAPITAL>            0.000
<PER-SHARE-NAV-END>             1.000
<EXPENSE-RATIO>                 53
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0.000
        


</TABLE>


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