INVESTMENT SERIES FUNDS INC
N-30D, 1996-01-04
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                              CAPITAL GROWTH FUND
                 (A PORTFOLIO OF INVESTMENT SERIES FUNDS, INC.)
                                 CLASS A SHARES
                                 CLASS C SHARES
                      STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the respective
   prospectuses of the Class A Shares and Class C Shares of Capital Growth
   Fund (the "Fund") dated December 31, 1995. You may request a copy of a
   prospectus or a paper copy of this Statement of Additional Information, if
   you have received it electronically, free of charge, by calling 1-800-235-
   4669.


   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated December 31, 1995
FEDERATED SECURITIES CORP.
DISTRIBUTOR
A SUBSIDIARY OF Federated Investors



GENERAL INFORMATION ABOUT THE FUND1

INVESTMENT OBJECTIVE AND POLICIES1

 TYPES OF INVESTMENTS            1
 RESTRICTED AND ILLIQUID SECURITIES
                                 2
 WHEN-ISSUED AND DELAYED DELIVERY
  TRANSACTIONS                   2
 LENDING OF PORTFOLIO SECURITIES 2
 REPURCHASE AGREEMENTS           3
 REVERSE REPURCHASE AGREEMENTS   3
 PORTFOLIO TURNOVER              3
INVESTMENT LIMITATIONS           3

INVESTMENT SERIES FUNDS, INC.
MANAGEMENT                       6

 FUND OWNERSHIP                 10
 DIRECTOR'S COMPENSATION        10
INVESTMENT ADVISORY SERVICES    11

 ADVISER TO THE FUND            11
 ADVISORY FEES                  11
BROKERAGE TRANSACTIONS          11

OTHER SERVICES                  12

 FUND ADMINISTRATION            12
 CUSTODIAN                      12



 TRANSFER AGENT AND DIVIDEND
  DISBURSING AGENT              12
 INDEPENDENT AUDITORS           12
PURCHASING SHARES               12

 DISTRIBUTION AND SHAREHOLDER
  SERVICES PLANS                12
 PURCHASES BY SALES
  REPRESENTATIVES,
  DIRECTORS, AND EMPLOYEES      13
 CONVERSION TO FEDERAL FUNDS    13
DETERMINING NET ASSET VALUE     13

 DETERMINING MARKET VALUE OF
  SECURITIES                    13
REDEEMING SHARES                13

TAX STATUS                      13

 THE FUND'S TAX STATUS          13
 SHAREHOLDERS' TAX STATUS       14
TOTAL RETURN                    14

YIELD                           14

PERFORMANCE COMPARISONS         14

ABOUT FEDERATED INVESTORS       15

 MUTUAL FUND MARKET             16
 INSTITUTIONAL CLIENTS          16
 TRUST ORGANIZATIONS            16



 BROKER /DEALERS AND BANK
  BROKER/DEALER SUBSIDIARIES    16
APPENDIX                        17



GENERAL INFORMATION ABOUT THE FUND

The Fund is a portfolio of Investment Series Funds, Inc. (the "Corporation").
The Fund was established as a portfolio of Investment Series Trust, a
Massachusetts business trust, on March 17, 1987, and, on December 18, 1992,
reorganized as a portfolio of the Corporation which is organized under the laws
of the State of Maryland. It is qualified to do business as a foreign
corporation in Pennsylvania.
Shares of the Fund are offered in two classes: Class A Shares and Class C Shares
(individually and collectively referred to as "Shares," as the context may
require). This Statement of Additional Information relates to the above-
mentioned Shares.
INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is appreciation of capital. The Fund pursues
this investment objective by investing primarily in equity securities of
companies with prospects for above-average growth in earnings and dividends or
of companies where significant fundamental changes are taking place. The
investment objective cannot be changed without approval of shareholders.
TYPES OF INVESTMENTS
The Fund may invest in common stocks, preferred stocks, corporate bonds,
debentures, notes, warrants, and put options on stocks. The Fund may also invest
in short-term money market instruments, U.S. government securities, and hold
cash in such proportions as the Fund's investment adviser, Federated Advisers
(the "Adviser"), may determine.
  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 a 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).
  PUT AND CALL OPTIONS
     The Fund may purchase listed put options on stocks or write covered call
     options to protect against price movements in particular securities in its
     portfolio and generate income. 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. 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: (1) buy put options which are listed on a recognized
     options exchange and which are on securities held in its portfolio; and (2)
     sell listed call options either on securities held in its portfolio or on
     securities which it has the right to obtain without payment of further
     consideration (or has segregated cash in the amount of any such additional
     consideration). The Fund will maintain its positions in securities, option
     rights, and segregated cash subject to puts and calls until the options are
     exercised, closed, or expire.
     An option position may be closed out only on an exchange which provides a
     secondary market for an option of the same series. Although the Adviser
     will consider liquidity before entering into option transactions, there is
     no assurance that a liquid secondary market on an exchange will exist for
     any particular option or at any particular time.
     The Fund reserves the right to hedge the portfolio by buying financial
     futures and put options on stock index futures and financial futures.
     However, the Fund will not engage in these transactions until (1) an



     amendment to its Registration Statement is filed with the Securities and
     Exchange Commission (the "SEC") and becomes effective and (2) ten days
     after a supplement to the prospectus disclosing this change in policy has
     been mailed to the shareholders.
  MONEY MARKET INSTRUMENTS
     The Fund may invest in the following money market instruments:
     oinstruments of domestic and foreign banks and savings associations  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
      Federal Deposit Insurance Corporation; and
     oprime commercial paper (rated A-1 by Standard and Poor's Ratings Group,
      Prime-1 by Moody's Investors Service, Inc., or F-1 by Fitch Investors
      Service, Inc.).
  U.S. GOVERNMENT SECURITIES
     The types of U.S. government securities in which the Fund may invest
     generally include direct securities of the U.S. Treasury (such as U.S.
     Treasury bills, notes, and bonds) and securities issued or guaranteed by
     U.S. government agencies or instrumentalities. These securities are backed
     by:
     othe full faith and credit of the U.S. Treasury;
     othe issuer's right to borrow from the U.S. Treasury;
     othe discretionary authority of the U.S. government to purchase certain
      securities of agencies or instrumentalities; or
     othe credit of the agency or instrumentality issuing the securities.
     Examples of agencies and instrumentalities which may not always receive
     financial support from the U.S. government are:
     oFederal Farm Credit Banks;
     oFederal Home Loan Banks;



     oFederal National Mortgage Association;
     oStudent Loan Marketing Association; and
     oFederal Home Loan Mortgage Corporation.
RESTRICTED AND ILLIQUID SECURITIES
The ability of the Board of Directors of the Corporation (the "Directors") to
determine the liquidity of certain restricted securities is permitted under a
SEC staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor
for certain secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides an
exemption from registration for resales of otherwise restricted securities to
qualified institutional buyers. The Rule was expected to further enhance the
liquidity of the secondary market for securities eligible for resale under Rule
144A. The Fund believes that the staff of the SEC has left the question of
determining the liquidity of all restricted securities (eligible for resale
under Rule 144A) to the Directors. The Directors consider the following criteria
in determining the liquidity of certain restricted securities:
   o the frequency of trades and quotes for the security;
   o the number of dealers willing to purchase or sell the security and the
     number of other potential buyers;
   o dealer undertakings to make a market in the security; and
   o the nature of the security and the nature of the marketplace trades.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are



maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.
REPURCHASE AGREEMENTS
The Fund requires its custodian to take possession of the securities subject to
repurchase agreements, and these securities are marked to market daily. To the
extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial



institutions, such as broker/dealers, which are deemed by the Fund's adviser to
be creditworthy pursuant to guidelines established by the Directors.
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. This transaction is
similar to borrowing cash. In a reverse repurchase agreement the Fund transfers
possession of a portfolio instrument to another person, such as a financial
institution, broker, or dealer, in return for a percentage of the instrument's
market value in cash, and agrees that on a stipulated date in the future the
Fund will repurchase the portfolio instrument by remitting the original
consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These assets are marked to market daily and
are maintained until the transaction is settled.
PORTFOLIO TURNOVER
The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objective. For the fiscal years ended October 31, 1995,
1994, and 1993, the portfolio turnover rates were 159.7%, 86% and 74%,
respectively.
For the fiscal year ended October 31, 1995, the variation in the Fund's
portfolio turnover rate was due to market sector rotations, aggressive
investment transactions, and an increase in the number of redemptions incurred
by the Fund.



INVESTMENT LIMITATIONS

  BUYING ON MARGIN
     The Fund will not purchase any securities on margin but may obtain such
     short-term credits as may be necessary for clearance of transactions and
     may make margin payments in connection with buying financial futures, put
     options on stock index futures, and put options on financial futures.
  SELLING SHORT
     The Fund will not sell securities short unless:
     oduring the time the short position is open, it owns an equal amount of
      the securities sold or securities convertible into or exchangeable,
      without payment of additional consideration, for securities of the same
      issuer as, and equal in amount to, the securities sold short; and
     onot more than 10% of the Fund's net assets (taken at current value) is
      held as collateral for such sales at any one time.
  ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities, except as permitted by its
     investment objective and policies. The Fund may borrow money and engage in
     reverse repurchase agreements only in amounts up to one-third of the value
     of its net assets, including the amounts borrowed.
     The Fund will not borrow money or engage in reverse repurchase agreements
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure to facilitate management of the portfolio by enabling the
     Fund to meet redemption requests where the liquidation of portfolio
     securities is deemed to be inconvenient or disadvantageous. The Fund will
     not purchase any securities while borrowing in excess of 5% 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 10%
     of the value of total assets at the time of the borrowing.
  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 COMMODITIES
     The Fund will not purchase or sell commodities. The Fund reserves the right
     to hedge the portfolio by purchasing financial futures and put options on
     stock index futures and on financial futures.
  INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate, including limited
     partnership interests in real estate, except it may invest in the
     securities of companies whose business involves the purchase or sale of
     real estate, or in securities which are secured by real estate or interests
     in real estate.
  LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets except portfolio securities. This
     shall not prevent the purchase or holding of corporate or government bonds,
     debentures, notes, certificates of indebtedness or other debt securities of
     an issuer, repurchase agreements, or other transactions which are permitted
     by the Fund's investment objective and policies or its Articles of
     Incorporation.



  DIVERSIFICATION OF INVESTMENTS
     The Fund will not purchase the securities of any issuer (other than the
     U.S. government, its agencies, or instrumentalities or instruments secured
     by securities of such issuers, such as repurchase agreements) if, as a
     result, more than 5% of the value of its total assets would be invested in
     the securities of such issuer or acquire more than 10% of any class of
     voting securities of any issuer. For these purposes, the Fund takes all
     common stock and all preferred stock of an issuer each as a single class,
     regardless of priorities, series, designations, or other differences.
  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 cash or cash items, or securities issued or guaranteed by the
     U.S. government, its agencies, or instrumentalities, or repurchase
     agreements secured by such instruments.
  INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will limit its investment in other investment companies to not
     more than 3% of the total outstanding voting stock of any investment
     company, will invest no more than 5% of its total assets in any one
     investment company, and will invest no more than 10% of its total assets in
     investment companies in general. In order to comply with certain state
     restrictions, the Fund will limit its investment in securities of other
     investment companies to those with sales loads of less than 1% of the
     offering price of such securities. The Fund will purchase securities of
     closed-end investment companies only in open market transactions involving
     any customary brokers' commissions. However, these limitations are not



     applicable if the securities are acquired in a merger, consolidation,
     reorganization, or acquisition of assets. While it is a policy to waive
     advisory fees on Fund assets invested in securities of other open-end
     investment companies, it should be noted that investment companies incur
     certain expenses such as custodian and transfer agency fees and, therefore,
     any investment by the Fund in shares of another investment company would be
     subject to such duplicate expenses.
To comply with investment restrictions of certain states, the Fund will limit
its investment in restricted securities to 5% of its total assets.
The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Directors without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.
  INVESTING IN MINERALS
     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs, or leases, although it may purchase
     the securities of issuers which invest in or sponsor such programs.
  INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     securities of companies, including their predecessors, that have been in
     operation for less than three years.
  INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND DIRECTORS OF
  THE CORPORATION
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Directors of the Corporation 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.



  ACQUIRING SECURITIES
     The Fund will not purchase securities of a company for the purpose of
     exercising control or management. However, the Fund may invest in up to 10%
     of the voting securities of any one issuer and may exercise its voting
     powers consistent with the best interests of the Fund. In addition, the
     Fund, other companies advised by the Fund's Adviser, and other affiliated
     companies may together buy and hold substantial amounts of voting stock of
     a company and may vote together in regard to such company's affairs. In
     some such cases, the Fund and its affiliates might collectively be
     considered to be in control of such company. In some cases, Directors and
     other persons associated with the Fund and its affiliates might possibly
     become directors of companies in which the Fund holds stock.
  PURCHASING 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 options.
  WRITING COVERED CALL OPTIONS
     The Fund will not write call options on securities unless the securities
     are held in the Fund's portfolio or unless the Fund is entitled to them in
     deliverable form without further payment or after segregating cash in the
     amount of any further payment.
  INVESTING IN WARRANTS
     The Fund will not invest more than 5% of its net assets in warrants.  No
     more than 2% of the Fund's net assets, to be included within the overall 5%
     limit on investments in warrants, may be warrants which are not listed on
     the New York Stock Exchange or the American Stock Exchange.



  INVESTING IN ILLIQUID SECURITIES
     The Fund will not invest more than 15% of the value of its net assets in
     illiquid securities, including certain restricted securities not determined
     by the Directors to be liquid, and repurchase agreements providing for
     settlement in more than seven days after notice.
  INVESTING IN RESTRICTED SECURITIES
     The Fund will not purchase restricted securities if immediately thereafter
     more than 15% of the net assets of the Fund, taken at market value, would
     be invested in such securities (except for commercial paper issued under
     Section 4(2) of the Securities Act of 1933). To comply with certain state
     requirements, the Fund will limit its investment in restricted securities
     to 5% of its total assets. (If state requirements change, this limitation
     may be revised without notice to shareholders.)
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 limitations, the Fund considers instruments issued by a U.S.
branch of a domestic bank or savings association having capital, surplus, and
undivided profits in excess of $100,000,000 at the time of investment to be cash
items.
The Fund does not expect to borrow money, sell securities short, invest in
reverse repurchase agreements, or invest in put and call options in excess of 5%
of the value of its total assets during the current fiscal year.
INVESTMENT SERIES FUNDS, INC. MANAGEMENT
Officers and Directors are listed with their addresses, present positions with
Investment Series Funds, Inc., and principal occupations.




John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, President and
Trustee of the Trust.


Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
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
Director
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
Director
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.




J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
President and Director
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated 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.


James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.




Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
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, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney-at-law; Shareholder, Henny, Kochuba, 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.




Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Director
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.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Director
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.




John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
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
Director
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.




Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Director
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.


Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.




Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp., and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; Executive Vice President and
Treasurer of the Funds.


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate: January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.; Vice President, Federated Shareholder
Services; Senior Vice President, Federated Administrative Services; Treasurer of
the Funds.




John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.; Trustee,
Federated Services Company; Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; President and Trustee, Federated Shareholder
Services; Director, Federated Securities Corp.; Executive Vice President and
Secretary of the Funds.


     * This Director is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940.
     @ Member of the Executive Committee. The Executive Committee of the Board
       of Directors handles the responsibilities of the Board of Directors
       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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated



Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S, Government Securities Fund: 3-5
Years; 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;; 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; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; The Shawmut Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; 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 Directors own less than 1% of each Fund's outstanding Shares.
As of December 4, 1995, the following shareholder of record owned 5% or more of
the outstanding Class A Shares of the Fund: Merrill Lynch Pierce Fenner and
Smith (as record owner holding shares for its clients), Jacksonville, Florida
owned approximately 85,964 Shares (9.18%).



As of December 4, 1995, the following shareholder of record owned 5% or more of
the outstanding Class C Shares of the Fund: Merrill Lynch Pierce Fenner and
Smith (as record owner holding shares for its clients), Jacksonville, Florida
owned approximately 19,453  Shares (20.25%).
DIRECTORS' COMPENSATION


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


John F. Donahue, $ 0       $0 for the Fund and
Chairman and Director
                 68 other investment companies in the Fund Complex
Thomas G. Bigley $0        $20,688 for the Fund and Director
Director                   64 other investment companies in the Fund Complex
John T. Conroy, Jr.,       $1,274
                 $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
William J. Copeland,       $1,274
                 $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
J. Christopher Donahue,    $0
                 $0 for the Fund and
Vice President and Director
                 14 other investment companies in the Fund Complex
James E. Dowd,   $1,274    $117,202 for the Fund and



Director                   64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $1,163
                 $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Edward L. Flaherty, Jr.,   $1,274
                 $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Peter E. Madden, $988      $90,563 for the Fund and
Director                   64 other investment companies in the Fund Complex
Gregor F. Meyer, $1,163    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $697
                 $0 for the Fund and
Director                   64 other investment companies in the Fund Complex
Wesley W. Posvar,$1,163    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Marjorie P. Smuts,         $1,163
                 $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
+The information is provided for the last calendar year.
INVESTMENT ADVISORY SERVICES

ADVISER TO THE FUND
The Fund's investment adviser is Federated Advisers. It is a subsidiary of
Federated Investors. All of the voting securities of Federated Investors are



owned by a trust, the trustees of which are John F. Donahue, his wife, and his
son, J. Christopher Donahue.
The Adviser shall not be liable to the Corporation, 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
Corporation.
ADVISORY FEES
For its advisory services, the Adviser receives an annual investment advisory
fee for the Fund as described in the respective prospectuses. For the fiscal
years ended October 31, 1995, 1994, and 1993, the Adviser earned $76,475,
$139,962, and $165,261, respectively, all of which was waived because of
undertakings to limit the Fund's expenses.
  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 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.
BROKERAGE TRANSACTIONS

The adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the adviser
and may include: advice as to the advisability of investing in securities;
security analysis and reports; economic studies; industry studies; receipt of
quotations for portfolio evaluations; and similar services. Research services
provided by brokers and dealers may be used by the adviser or its affiliates in
advising the Fund and other accounts. To the extent that receipt of these
services may supplant services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their expenses. The adviser and its
affiliates exercise reasonable business judgment in selecting brokers who offer
brokerage and research services to execute securities transactions. They
determine in good faith that commissions charged by such persons are reasonable
in relationship to the value of the brokerage and research services provided.
During the fiscal year(s) ended October 31, 1995, 1994, and 1993, the Fund paid
total brokerage commissions of $38,459, $39,729, and $44,421, respectively.
Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by



the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.
OTHER SERVICES

FUND ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.
(For purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc., may
hereinafter collectively be referred to as, the "Administrators"). For the
fiscal year ended October 31, 1995, Federated Administrative Services earned
$159,192. For the fiscal year ended October 31, 1994, the Administrators
collectively earned $213,197. For the fiscal year ended October 31, 1993,
Federated Administrative Services, Inc. earned $240,157, all of which was waived
by the Adviser in an effort to limit Fund expenses. Dr. Henry J. Gailliot, an
officer of Federated Advisers, the Adviser to the Fund, holds approximately 20%
of the outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.
CUSTODIAN
State Street Bank and Trust Company, Boston, MA, is custodian for the securities
and cash of the Fund.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, Boston, MA, is transfer agent for the Shares of the
Fund, and dividend disbursing agent for the Fund.



INDEPENDENT AUDITORS
Independent auditing services are provided by Ernst & Young LLP, Pittsburgh,
Pennsylvania 15219.
PURCHASING SHARES

Except under certain circumstances described in the prospectus, Shares are sold
at their net asset value (plus a sales load on Class A Shares only) on days the
New York Stock Exchange is open for business. The procedure for purchasing
Shares is explained in the respective prospectuses under "Investing in Class A
Shares" or "Investing in Class C Shares".
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors 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; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
For the fiscal years ended October 31, 1995, 1994, and 1993, payments in the
amount of $14,746, $25,279, and $26,209, respectively, were made pursuant to the
Distribution Plan. In addition, for the fiscal years ended October 31, 1995 and
1994, payments in the amount of $22,730 and $8,773 were made pursuant to the
Shareholder Services Plan.
PURCHASES BY SALES REPRESENTATIVES, DIRECTORS, AND EMPLOYEES
Directors, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp. or their affiliates, or any investment dealer who
has a sales agreement with Federated Securities Corp., their spouses, and their
children under 21, may buy Shares at net asset value without a sales load or
contingent deferred sales charge. Shares may also be sold without a sales load
to trusts or pension or profit-sharing plans for these persons.
These sales are made with the purchaser's written assurance that the purchase is
for investment purposes and that the securities will not be resold except
through redemption by the Fund.
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 before shareholders begin to
earn dividends. State Street Bank and Trust Company acts as the shareholder's
agent in depositing checks and converting them to federal funds.



DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the respective prospectuses.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities, other than options, are
determined as follows:
   o according to the last sale price on a national securities exchange, if
     available;
   o in the absence of recorded sales for equity securities, according to the
     mean between the last closing bid and asked prices, and for fixed income
     securities, as determined by an independent pricing service;
   o for unlisted equity securities, the latest bid prices;
   o for short-term obligations, according to the mean between bid and asked
     prices as furnished by an independent pricing service, or for short-term
     obligations with remaining maturities less than 60 days at the time of
     purchase, at amortized cost unless the Board determines this is not fair
     value; or
   o at fair value as determined in good faith by the Directors.
Options are valued at the market values established by the exchanges at the
close of option trading unless the Directors determine in good faith that
another method of valuing option positions is necessary.
REDEEMING SHARES

Shares of the Fund are redeemed at the next computed net asset value after the
Fund receives the redemption request. Shareholder redemptions may be subject to
a contingent deferred sales charge. Redemption procedures are explained in the
respective prospectuses under "Redeeming Class A Shares" or "Redeeming Class C
Shares."



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:
   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o distribute to its shareholders at least 90% of its net income earned during
     the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional Shares. No portion of any income dividend paid by
the Fund is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are taxable as
ordinary income.
  CAPITAL GAINS
     Shareholders will pay federal tax at capital gains rates on long-term
     capital gains distributed to them regardless of how long they have held the
     Shares.
TOTAL RETURN

The Fund's Class A Shares average annual total returns for the fiscal year ended
October 31, 1995, and the period from January 16, 1992 (effective date of Class



A Shares registration statement) to October 31, 1995, were 20.74% and 5.35%,
respectively.
The Fund's Class C Shares average annual total returns for the fiscal year ended
October 31, 1995, and the period from April 14, 1993 (effective date of Class C
Shares registration statement) to October 31, 1995, were 25.80% and 8.99%,
respectively.
The average annual total return for both classes of Shares of the Fund is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the 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 (Class A Shares only), adjusted over the period by any additional Shares,
assuming the quarterly reinvestment of all dividends and distributions. Any
applicable contingent deferred sales charge will be deducted from the ending
value of the investment based on the lesser of the offering price per Share at
the time of purchase or the offering price per Share at the time of redemption.
YIELD

The Fund's yield for the thirty-day period ended October 31, 1995, was 0.38% for
Class A Shares and 0% for Class C Shares.
The yield for each class of Shares of the Fund is determined each day by
dividing the net investment income per Share (as defined by the SEC) earned by
each class of Shares over a thirty-day period by the maximum offering price per
Share of each class of Shares on the last day of the period. This value is then
annualized using semi-annual compounding. This means that the amount of income
generated during the thirty-day period is assumed to be generated each month



over a twelve-month period and is reinvested every six months. The yield does
not necessarily reflect income actually earned by the Fund because of certain
adjustments required by the SEC and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in each
class of Shares, the performance will be reduced for those shareholders paying
those fees.
PERFORMANCE COMPARISONS

The Fund's performance of each class of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's or a class of Shares' expenses; and
   o various other factors.
Any class of Shares' performance fluctuates on a daily basis largely because net
earnings and offering price per Share fluctuate. Both net earnings and offering
price per Share are factors in the computation of yield and total return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories by
     making comparative calculations using total return. Total return assumes



     the reinvestment of all capital gains distributions and income dividends
     and takes into account any change in offering price over a specified period
     of time. From time to time, the Fund will quote its Lipper ranking in the
     "growth funds" category in advertising and sales literature.
   o 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 movement are leading economic indicators for the
     stock market as a whole.
   o 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, compares total returns of funds whose portfolios
     are invested primarily in common stocks. In addition, the Standard & Poor's
     index assumes reinvestment 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 the Standard & Poor's figures.
   o MORNINGSTAR, INC., an independent rating service, is the publisher of the
     bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
     NASDAQ-listed mutual funds of all types, according to their risk-adjusted
     returns. The maximum rating is five stars, and ratings are effective for
     two weeks.
Advertisements and other sales literature for any class of Shares may quote
total returns which are calculated on non-standardized base periods. These total
returns also represent the historic change in the value of an investment in any
class of Shares based on quarterly reinvestment of dividends over a specified
period of time. Advertisements may quote performance information which does not



reflect the effect of a sales load or contingent deferred sales charge, as
applicable.
ABOUT FEDERATED INVESTORS

Federated INVESTORS is dedicated to meeting investor needs which is reflected in
its investment decision making-structured, straightforward, and consistent. This
has resulted in a history of competitive performance with a range of competitive
investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors.
In the money market sector, Federated INVESTORS gained prominence in the mutual
fund industry in 1974 with the creation of the first institutional money market
fund. Simultaneously, the company pioneered the use of the amortized cost method
of accounting for valuing shares of money market funds, a principal means used
by money managers today to value money market fund shares. Other innovations
include the first institutional tax-free money market fund. As of December 31,
1994, Federated INVESTORS managed more than $31 billion in assets across
approximately 43 money market funds, including 17 government, 8 prime and 18
municipal with assets approximating $17 billion, $7.4 billion and $6.6 billion,
respectively.
J. Thomas Madden, Executive Vice President, oversees Federated INVESTORS' equity
and high yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated INVESTORS' domestic fixed income management. Henry
A. Frantzen, Executive Vice President, oversees the management of Federated
INVESTORS' international portfolios.



MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated INVESTORS, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated INVESTORS meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional clients
include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
FEDERATED FUNDS are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.

*Source: Investment Company Institute






APPENDIX

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 for issues designated A-1.
MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
P-1-Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. PRIME-1 repayment
capacity will normally be evidenced by the following characteristics: leading
market positions in well established industries; high rates of return on funds
employed; conservative capitalization 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 alternate liquidity.
P-2-Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.






461444200
461444408
1102503B (12/95)


FEDERATED INVESTORS

Capital Growth
Fund

Annual Report
October 31, 1995

Established 1992

Equity


President's Message

Dear Shareholder:

I am pleased to present the Annual Report for Capital Growth Fund which covers
the 12-month period ended October 31, 1995.

This report begins with an interview with portfolio manager Jim Grefenstette,



Assistant Vice President, Federated Research Corp. Following this interview,
there are three additional items of shareholder interest: a complete listing of
the fund's stock holdings, a series of graphs showing investment performance,
and the fund's financial statements.

Capital Growth Fund is managed to pursue long-term growth through a diversified
portfolio. The fund's portfolio includes common stocks and convertible
securities from more than 70 issuers representing key business sectors. Among
the fund's holdings are familiar names such as Coca-Cola, Nike, Intel Corp.,
Johnson & Johnson, American Standard, Safeway, and Delta Air Lines.

Consistent with a favorable stock market environment, your fund delivered
strong performance during the reporting period. In fact, the fund's net asset
value increased by approximately 26% in both share classes between the first
and last day of the reporting period.

Dividends paid per share during the reporting period totaled $0.15 for Class A
Shares and $0.07 for Class C Shares. Total returns based on net asset value for
the period were 27.79% for Class A Shares and 26.78% for Class C Shares.*

We encourage you to reinvest your earnings automatically in shares of Capital
Growth Fund. It's a convenient way to increase your opportunity to participate
in the growth of American companies.

We trust you were pleased with the positive performance of your investment. As
always, we welcome your comments and suggestions.

Sincerely,





J. Christopher Donahue
President
December 15, 1995


* Performance quoted reflects past performance. Investment return and
  principal value will fluctuate so that an investor's shares, when redeemed,
  may be worth more or less than their original cost. Total returns for the
  period (based on offering price) for Class A Shares and Class C Shares were
  20.74% and 25.80%, respectively.



Investment Review

Jim Grefenstette
Assistant Vice President,
Federated Research Corp.

Q. The stock market climbed to new heights during the period. Can you comment?

A. This year saw the confluence of a large number of positive situations to
   drive the value of equities to new highs: a sharp drop in interest rates,
strong growth in S&P 500 earnings (aided by a weaker U.S. dollar), strong cash
flows into mutual funds, and a huge net reduction in the market value of
equities outstanding (as the result of mergers and acquisitions of public



companies paid for with cash). While we believe that cash flows into mutual
funds will stay strong and that interest rates will probably drift lower over
time, we are not sure that we can count on a similar reduction in the market
value of equities, and we think that S&P 500 earnings growth will be much lower
over the next year or two.

Q. In this favorable environment, how did Capital Growth Fund perform?

A. Capital Growth Fund had a very strong year. As of October 31, 1995, the
   fund's total return was 27.79% for Class A Shares, based on net asset value,
which ranked it 102 out of 558 growth funds-among the top 18%-for the 1 year
period ended October 31, 1995, according to Lipper Analytical Services, Inc.

Q. What sectors drove the fund's performance? Looking  forward, do these
   sectors continue to offer high growth potential?

A. The strongest performing sectors in our fund were Technology, Health Care,
   and Finance. These sectors offered the highest relative and absolute growth
rates in our universe last year, and we believe that most of the fundamental
situations are in place for these sectors to repeat as high growers and strong
performers in 1996.

Q. Can you review some of your current top holdings, along with a brief
   commentary on each?

A. Loral: This conglomerate of high-quality defense contractors generates a
   large amount of cash flow per share. Loral also has an exciting ownership
interest in Globalstar, a company with plans to encircle the globe with



low-orbit telecommunication satellites.

MBNA: This firm is the second largest credit card provider in the U.S. and #1
issuer of cards to common interest groups, which are also known as affinity
groups. MBNA should benefit from lower rates, the secular increase in credit
card usage, and increasing penetration into the universe of affinity groups.

SunAmerica: A provider of fixed and variable annuities, SunAmerica is one of
the most leveraged beneficiaries of the shift towards increased savings in the
U.S.

Potash of Saskatchewan: As a leading producer of potash, a valuable ingredient
in certain types of fertilizer, Potash should benefit from an expected increase
in the demand for fertilizers both domestically and abroad.

Johnson & Johnson: This leading diversified provider of pharmaceuticals and
health care products should experience strong sales growth from a mix of
successful new products and increasing margins from the continued cost cutting
of currently decentralized operations.3

Q. With prices of large-company stocks at such high levels, where are you
   looking for fairly priced growth potential?

A. We will favor those sectors mentioned above (Health Care, Technology, and
   Finance), but we will look for those names that are attractive more in the
mid-cap area. So much money moved into the market last year, that many
large-fund managers had to invest in the large-cap names because they needed
the liquidity that these stocks offered. Consequently, better-priced growth may



now be found in mid-cap stocks.

Q. What is your outlook for growth stocks as we enter 1996?

A. At least relative to more value-driven stocks, we are very positive on
   growth stocks. We anticipate a slower growing economy over the next 12 to 18
months, which should bode well for stocks that can offer secular earnings
growth. Investors should rotate away from more economically sensitive companies
and pay premiums for those companies that can grow earnings despite the slower
nature of the economy.

* Performance quoted reflects past performance. Lipper rankings are based on
  total return and do not take sales charges into account. During the ranking
  period, certain fund expenses were waived and/or advanced; otherwise, total
  return would have been lower.



Capital Growth Fund-
(Class A Shares)

Growth of $10,000 Invested in Capital Growth Fund (Class A Shares)

The graph below illustrates the hypothetical investment of $10,000 in the
Capital Growth Fund (Class A Shares) (the "Fund") from January 17, 1992 (start
of performance) to October 3l, 1995, compared to the Standard and Poor's 500
Index (S&P 500) and the Lipper Growth Fund Index (LGFI).+




                                   [GRAPH]


Past performance is not predictive of future performance. Your investment
return and principal value will fluctuate so when shares are redeemed, they may
be worth more or less than original cost. Mutual funds are not obligations of
or guaranteed by any bank and are not federally insured.

 * Represents a hypothetical investment of $10,000 in the Fund after
   deducting the maximum sales charge of 4.50% ($10,000 investment minus $450
   sales charge = $9,550) that was in effect prior to October 1, 1994. As of
   October 1, 1994, the maximum sales load was 5.50%. The Fund's performance
   assumes the reinvestment of all dividends and distributions. The S&P 500 and
   the LGFI have been adjusted to reflect reinvestment of dividends on
   securities in the indices.

** Total return quoted reflects all applicable sales charges and contingent
   deferred sales charges.

 + The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees
   that the SEC requires to be reflected in the Fund's performance. The LGFI is
   not adjusted to reflect sales charges. These indices are unmanaged.


Capital Growth Fund-
(Class C Shares)



Growth of $10,000 Invested in Capital Growth Fund (Class C Shares)

The graph below illustrates the hypothetical investment of $10,000 in the
Capital Growth Fund (Class C Shares) (the "Fund") from April 14, 1993 (start of
performance) to October 31, 1995 compared to the Standard & Poor's 500 Index
(S&P 500) and the Lipper Growth Fund Index (LGFI).+


                                   [GRAPH]

Past performance is not predictive of future performance. Your investment
return and principal value will fluctuate so when shares are redeemed, they may
be worth more or less than original cost. Mutual funds are not obligations of
or guaranteed by any bank and are not federally insured.

 * The Fund's performance assumes the reinvestment of all dividends and
   distributions. A 1.00% contingent deferred sales charge would be applied on
   any redemption less than 1 year from the purchase date. The S&P 500 and the
   LGFI have been adjusted to reflect reinvestment of dividends on securities
   in the indices.

** Total return quoted reflects all applicable sales charges and contingent
   deferred sales charges.

 + The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees
   that the SEC requires to be reflected in the Fund's performance. The LGFI is
   not adjusted to reflect sales charges. These indices are unmanaged.





Capital Growth Fund
Portfolio of Investments
- --------------------------------------------------------------------------------
October 31, 1995



<TABLE>
<CAPTION>
  SHARES                                                                                                VALUE
<C>          <S>                                                                                    <C>
- -----------  -------------------------------------------------------------------------------------  -------------
COMMON STOCKS--92.8%
- --------------------------------------------------------------------------------------------------
             COMMERCIAL SERVICES--2.2%
             -------------------------------------------------------------------------------------
      1,500  (a)Corrections Corp. America                                                           $      81,750
             -------------------------------------------------------------------------------------
      6,000  Olsten Corp.                                                                                 231,000
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                        312,750
             -------------------------------------------------------------------------------------  -------------
             CONSUMER DURABLES--1.3%
             -------------------------------------------------------------------------------------
      9,400  Brunswick Corp.                                                                              183,300
             -------------------------------------------------------------------------------------  -------------
             CONSUMER NON-DURABLES--7.4%
             -------------------------------------------------------------------------------------
      2,500  Coca-Cola Co.                                                                                179,687
             -------------------------------------------------------------------------------------
      8,500  (a)Gymboree Corp.                                                                            192,312
             -------------------------------------------------------------------------------------
      3,000  IBP, Inc.                                                                                    179,625
             -------------------------------------------------------------------------------------
      3,000  Nike, Inc., Class B                                                                          170,250



             -------------------------------------------------------------------------------------
      3,000  Oakley, Inc.                                                                                 103,500
             -------------------------------------------------------------------------------------
      2,900  Philip Morris Cos., Inc.                                                                     245,050
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                      1,070,424
             -------------------------------------------------------------------------------------  -------------
             CONSUMER SERVICES--3.4%
             -------------------------------------------------------------------------------------
      6,100  Service Corp. International                                                                  244,763
             -------------------------------------------------------------------------------------
      4,900  (a)Viacom, Inc., Class B                                                                     245,000
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                        489,763
             -------------------------------------------------------------------------------------  -------------
             ELECTRONIC TECHNOLOGY--13.6%
             -------------------------------------------------------------------------------------
      3,000  (a)Applied Materials, Inc.                                                                   150,375
             -------------------------------------------------------------------------------------
      2,400  (a)Cisco Systems, Inc.                                                                       186,000
             -------------------------------------------------------------------------------------
      2,700  (a)Digital Equipment Corp.                                                                   146,137
             -------------------------------------------------------------------------------------
      6,600  Ericsson LM                                                                                  140,972
             -------------------------------------------------------------------------------------
      6,800  (a)Integrated Device Technology, Inc.                                                        129,200
             -------------------------------------------------------------------------------------
      2,400  Intel Corp.                                                                                  167,700



             -------------------------------------------------------------------------------------
      3,500  (a)LSI Logic Corp.                                                                           164,937
             -------------------------------------------------------------------------------------
      9,400  Loral Corp.                                                                                  278,475
             -------------------------------------------------------------------------------------
      3,300  Motorola, Inc.                                                                               216,563
             -------------------------------------------------------------------------------------
      3,200  Nokia (AB), ADR                                                                        $     178,400
</TABLE>






Capital Growth Fund

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



<TABLE>
<CAPTION>
  SHARES                                                                                                VALUE
<C>          <S>                                                                                    <C>
- -----------  -------------------------------------------------------------------------------------  -------------
COMMON STOCKS--CONTINUED
- --------------------------------------------------------------------------------------------------
             ELECTRONIC TECHNOLOGY--CONTINUED
             -------------------------------------------------------------------------------------
             -------------------------------------------------------------------------------------
      3,000  Texas Instruments, Inc.                                                                      204,750
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                      1,963,509
             -------------------------------------------------------------------------------------  -------------
             ENERGY MINERALS--2.1%
             -------------------------------------------------------------------------------------
      1,600  British Petroleum, Ltd., ADR                                                                 141,200
             -------------------------------------------------------------------------------------
      9,500  YPF Sociedad Anonima, ADR                                                                    162,688
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                        303,888
             -------------------------------------------------------------------------------------  -------------
             FINANCE--16.6%
             -------------------------------------------------------------------------------------
      4,300  Aflac, Inc.                                                                                  175,225
             -------------------------------------------------------------------------------------
      5,800  Bank of New York Co., Inc.                                                                   243,600
             -------------------------------------------------------------------------------------



      4,400  Citicorp                                                                                     285,450
             -------------------------------------------------------------------------------------
      4,500  First Commerce Corp.                                                                         139,500
             -------------------------------------------------------------------------------------
      6,600  First USA, Inc., PRIDES, $1.99                                                               273,900
             -------------------------------------------------------------------------------------
      6,100  Lehman Brothers Holdings, Inc.                                                               132,675
             -------------------------------------------------------------------------------------
      7,700  MBNA Corp.                                                                                   283,938
             -------------------------------------------------------------------------------------
      4,000  MGIC Investment Corp.                                                                        227,500
             -------------------------------------------------------------------------------------
      2,300  NationsBank Corp.                                                                            151,225
             -------------------------------------------------------------------------------------
      4,900  Sunamerica, Inc.                                                                             305,025
             -------------------------------------------------------------------------------------
      3,500  Travelers Group, Inc.                                                                        176,750
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                      2,394,788
             -------------------------------------------------------------------------------------  -------------
             HEALTH SERVICES--3.7%
             -------------------------------------------------------------------------------------
      6,000  (a)DST Systems, Inc.                                                                         126,000
             -------------------------------------------------------------------------------------
      5,900  (a)Foundation Health Corp.                                                                   250,012
             -------------------------------------------------------------------------------------
      9,300  (a)Ornda Healthcorp                                                                          163,913
             -------------------------------------------------------------------------------------  -------------



             Total                                                                                        539,925
             -------------------------------------------------------------------------------------  -------------
             HEALTH TECHNOLOGY--12.3%
             -------------------------------------------------------------------------------------
      4,900  (a)Amgen, Inc.                                                                               235,200
             -------------------------------------------------------------------------------------
      2,600  (a)Genzyme Corp.                                                                             151,450
             -------------------------------------------------------------------------------------
      2,600  Johnson & Johnson                                                                      $     211,900
             -------------------------------------------------------------------------------------
</TABLE>






Capital Growth Fund

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



<TABLE>
<CAPTION>
  SHARES                                                                                                VALUE
<C>          <S>                                                                                    <C>
- -----------  -------------------------------------------------------------------------------------  -------------
COMMON STOCKS--CONTINUED
- --------------------------------------------------------------------------------------------------
             HEALTH TECHNOLOGY--CONTINUED
             -------------------------------------------------------------------------------------
      1,800  Lilly (Eli) & Co.                                                                            173,925
             -------------------------------------------------------------------------------------
      3,400  Medtronic, Inc.                                                                              196,350
             -------------------------------------------------------------------------------------
      3,600  Merck & Co., Inc.                                                                            207,000
             -------------------------------------------------------------------------------------
     10,000  Mylan Laboratories, Inc.                                                                     190,000
             -------------------------------------------------------------------------------------
      3,600  Pfizer, Inc.                                                                                 206,550
             -------------------------------------------------------------------------------------
      5,300  Teva Pharmaceutical Industries, Ltd., ADR                                                    208,025
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                      1,780,400
             -------------------------------------------------------------------------------------  -------------
             INDUSTRIAL SERVICES--3.4%
             -------------------------------------------------------------------------------------
      5,800  Coflexip, ADR                                                                                 81,200
             -------------------------------------------------------------------------------------
     10,000  (a)USA Waste Services, Inc.                                                                  210,000



             -------------------------------------------------------------------------------------
      4,400  (a)Western Atlas, Inc.                                                                       193,050
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                        484,250
             -------------------------------------------------------------------------------------  -------------
             NON-ENERGY MINERALS--3.7%
             -------------------------------------------------------------------------------------
      2,400  AK Steel Holding Corp.                                                                        74,400
             -------------------------------------------------------------------------------------
      3,800  Potash Corporation of Saskatchewan, Inc.                                                     264,575
             -------------------------------------------------------------------------------------
      7,000  UCAR Global Enterprises, Inc.                                                                199,500
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                        538,475
             -------------------------------------------------------------------------------------  -------------
             PROCESS INDUSTRIES--2.5%
             -------------------------------------------------------------------------------------
      3,100  Champion International Corp.                                                                 165,850
             -------------------------------------------------------------------------------------
      7,200  Praxair, Inc.                                                                                194,400
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                        360,250
             -------------------------------------------------------------------------------------  -------------
             PRODUCER MANUFACTURING--7.0%
             -------------------------------------------------------------------------------------
      5,000  (a)American Standard Companies                                                               133,750
             -------------------------------------------------------------------------------------
      5,400  Dover Corp.                                                                                  213,300



             -------------------------------------------------------------------------------------
      6,000  Greenfield Industries, Inc.                                                                  180,000
             -------------------------------------------------------------------------------------
      3,800  Magna International, Inc., Class A                                                           164,350
             -------------------------------------------------------------------------------------
      5,200  (a)Thermo Electron Corp.                                                                     239,200
             -------------------------------------------------------------------------------------
      9,000  (a)Westinghouse Air Brake Co.                                                          $      78,750
             -------------------------------------------------------------------------------------  -------------
</TABLE>






Capital Growth Fund

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



<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT
    OR
  SHARES                                                                                                VALUE
<C>          <S>                                                                                    <C>
- -----------  -------------------------------------------------------------------------------------  -------------
COMMON STOCKS--CONTINUED
- --------------------------------------------------------------------------------------------------
             PRODUCER MANUFACTURING--CONTINUED
             -------------------------------------------------------------------------------------
             Total                                                                                      1,009,350
             -------------------------------------------------------------------------------------  -------------
             RETAIL TRADE--2.4%
             -------------------------------------------------------------------------------------
      3,000  Premark International, Inc.                                                                  138,750
             -------------------------------------------------------------------------------------
      4,500  (a)Safeway, Inc.                                                                             212,625
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                        351,375
             -------------------------------------------------------------------------------------  -------------
             TECHNOLOGY SERVICES--2.5%
             -------------------------------------------------------------------------------------
      3,300  General Motors Corp., Conv. Pfd., Series C (GME), $3.25                                      221,100
             -------------------------------------------------------------------------------------
      3,100  (a)Oracle Corp.                                                                              135,238
             -------------------------------------------------------------------------------------  -------------



             Total                                                                                        356,338
             -------------------------------------------------------------------------------------  -------------
             TRANSPORTATION--1.3%
             -------------------------------------------------------------------------------------
      2,800  Delta Air Lines, Inc.                                                                        183,750
             -------------------------------------------------------------------------------------  -------------
             UTILITIES--7.4%
             -------------------------------------------------------------------------------------
      6,800  CMS Energy Corp.                                                                             187,850
             -------------------------------------------------------------------------------------
      3,500  FPL Group, Inc.                                                                              146,562
             -------------------------------------------------------------------------------------
      9,400  MCI Communications Corp.                                                                     234,413
             -------------------------------------------------------------------------------------
      9,000  (a)PanAmSat Corp.                                                                            136,125
             -------------------------------------------------------------------------------------
      8,000  Sonat, Inc.                                                                                  230,000
             -------------------------------------------------------------------------------------
      3,200  Vodafone Group                                                                               130,800
             -------------------------------------------------------------------------------------  -------------
             Total                                                                                      1,065,750
             -------------------------------------------------------------------------------------  -------------
             TOTAL COMMON STOCKS (IDENTIFIED COST $11,682,070)                                      $  13,388,285
             -------------------------------------------------------------------------------------  -------------
CONVERTIBLE SECURITIES--1.5%
- --------------------------------------------------------------------------------------------------
             CONSUMER SERVICES--1.5%
             -------------------------------------------------------------------------------------



    750,000  Boston Chicken, Inc., Conv. LYON, .08% accrual, 6/1/2015                                     218,436
             -------------------------------------------------------------------------------------  -------------
             TOTAL CONVERTIBLE SECURITIES (IDENTIFIED COST $167,400)                                      218,436
             -------------------------------------------------------------------------------------  -------------
</TABLE>






Capital Growth Fund

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



<TABLE>
<CAPTION>
 PRINCIPAL
  AMOUNT                                                                                                VALUE
<C>          <S>                                                                                    <C>
- -----------  -------------------------------------------------------------------------------------  -------------
(B) REPURCHASE AGREEMENT--5.0%
- --------------------------------------------------------------------------------------------------
$   725,000  J.P. Morgan & Co., Inc., 5.90%, dated 10/31/1995, due 11/1/1995
             (AT AMORTIZED COST)                                                                    $     725,000
             -------------------------------------------------------------------------------------  -------------
             TOTAL INVESTMENTS (IDENTIFIED COST $12,574,470)(C)                                     $  14,331,721
             -------------------------------------------------------------------------------------  -------------
</TABLE>




(a) Non-income producing security.

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

(c) The cost of investments for federal tax purposes amounts to $12,579,422.
    The net unrealized appreciation of investments on a federal tax basis
    amounts to $1,752,299 which is comprised of $2,041,829 appreciation and
    $289,530 depreciation at October 31, 1995.

Note: The categories of investments are shown as a percentage of net assets
      ($14,423,663) at October 31, 1995.

The following acronym(s) are used throughout this portfolio:

ADR--American Depository Receipt
LYON--Liquid Yield Option Note
PRIDES--Preferred Redeemable Increased Dividend Equity Securities

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

Capital Growth Fund
Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
October 31, 1995




<TABLE>
<S>                                                                                      <C>         <C>
ASSETS:
- ---------------------------------------------------------------------------------------------------
Total investments in securities, at value
(identified cost, $12,574,470 and tax cost, $12,579,422)                                             $  14,331,721
- ---------------------------------------------------------------------------------------------------
Cash                                                                                                           996
- ---------------------------------------------------------------------------------------------------
Income receivable                                                                                           11,143
- ---------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                            410,882
- ---------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                                  39,852
- ---------------------------------------------------------------------------------------------------  -------------
     Total assets                                                                                       14,794,594
- ---------------------------------------------------------------------------------------------------
LIABILITIES:
- ---------------------------------------------------------------------------------------
Payable for investments purchased                                                        $  290,136
- ---------------------------------------------------------------------------------------
Payable for shares redeemed                                                                  56,257
- ---------------------------------------------------------------------------------------
Accrued expenses                                                                             24,538
- ---------------------------------------------------------------------------------------  ----------
     Total liabilities                                                                                     370,931
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSETS for 1,010,775 shares outstanding                                                          $  14,423,663



- ---------------------------------------------------------------------------------------------------  -------------
NET ASSETS CONSIST OF:
- ---------------------------------------------------------------------------------------------------
Paid in capital                                                                                      $  10,926,591
- ---------------------------------------------------------------------------------------------------
Net unrealized appreciation of investments                                                               1,757,251
- ---------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments                                                             1,740,195
- ---------------------------------------------------------------------------------------------------
Distributions in excess of net investment income                                                              (374)
- ---------------------------------------------------------------------------------------------------  -------------
     Total Net Assets                                                                                $  14,423,663
- ---------------------------------------------------------------------------------------------------  -------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- ---------------------------------------------------------------------------------------------------
CLASS A SHARES:
- ---------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($13,069,491 / 915,772 shares outstanding)                                        $14.27
- ---------------------------------------------------------------------------------------------------  -------------
Offering Price Per Share (100/94.50 of $14.27)*                                                             $15.10
- ---------------------------------------------------------------------------------------------------  -------------
Redemption Proceeds Per Share                                                                               $14.27
- ---------------------------------------------------------------------------------------------------  -------------
CLASS C SHARES:
- ---------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($1,354,172 / 95,003 shares outstanding)                                          $14.25
- ---------------------------------------------------------------------------------------------------  -------------
Offering Price Per Share                                                                                    $14.25



- ---------------------------------------------------------------------------------------------------  -------------
Redemption Proceeds Per Share (99.00/100 of $14.25)**                                                       $14.11
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>





  *See "Investing in Class A Shares" and "Investing in Class C Shares" in the
   Prospectuses.

**See"Contingent Deferred Sales Charge" in the Prospectus.

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


Capital Growth Fund
Statement of Operations
- --------------------------------------------------------------------------------
Year Ended October 31, 1995



<TABLE>
<S>                                                                            <C>         <C>         <C>
INVESTMENT INCOME:
- -----------------------------------------------------------------------------------------------------
Dividends                                                                                              $   163,083
- -----------------------------------------------------------------------------------------------------
Interest                                                                                                   108,299
- -----------------------------------------------------------------------------------------------------  -----------
    Total income                                                                                           271,382
- -----------------------------------------------------------------------------------------------------
EXPENSES:
- -----------------------------------------------------------------------------------------
Investment advisory fee                                                                    $   76,475
- -----------------------------------------------------------------------------------------
Administrative personnel and services fee                                                     159,192
- -----------------------------------------------------------------------------------------
Custodian fees                                                                                 64,217
- -----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                       38,237
- -----------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                       4,256
- -----------------------------------------------------------------------------------------
Auditing fees                                                                                  13,409
- -----------------------------------------------------------------------------------------
Legal fees                                                                                      2,612
- -----------------------------------------------------------------------------------------
Portfolio accounting fees                                                                      18,870
- -----------------------------------------------------------------------------------------



Distribution services fee--Class A Shares                                                      26,304
- -----------------------------------------------------------------------------------------
Distribution services fee--Class C Shares                                                       8,907
- -----------------------------------------------------------------------------------------
Shareholder services fee--Class A Shares                                                       26,303
- -----------------------------------------------------------------------------------------
Shareholder services fee--Class C Shares                                                        2,969
- -----------------------------------------------------------------------------------------
Share registration costs                                                                       24,612
- -----------------------------------------------------------------------------------------
Printing and postage                                                                           65,169
- -----------------------------------------------------------------------------------------
Insurance premiums                                                                              2,414
- -----------------------------------------------------------------------------------------
Taxes                                                                                           1,587
- -----------------------------------------------------------------------------------------
Miscellaneous                                                                                   2,785
- -----------------------------------------------------------------------------------------  ----------
    Total expenses                                                                            538,318
- -----------------------------------------------------------------------------------------
Waivers and reimbursements--
- -----------------------------------------------------------------------------
  Waiver of investment advisory fee                                            $  (76,475)
- -----------------------------------------------------------------------------
  Waiver of distribution services fee--Class A Shares                             (20,465)
- -----------------------------------------------------------------------------
  Waiver of shareholder services fee--Class A Shares                               (5,839)
- -----------------------------------------------------------------------------



  Waiver of shareholder services fee--Class C Shares                                 (703)
- -----------------------------------------------------------------------------
  Reimbursement of other operating expenses                                      (280,022)
- -----------------------------------------------------------------------------  ----------
    Total waivers and reimbursements                                                         (383,504)
- -----------------------------------------------------------------------------------------  ----------
         Net expenses                                                                                      154,814
- -----------------------------------------------------------------------------------------------------  -----------
             Net investment income                                                                         116,568
- -----------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- -----------------------------------------------------------------------------------------------------
Net realized gain on investments                                                                         1,823,129
- -----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                                       911,369
- -----------------------------------------------------------------------------------------------------  -----------
    Net realized and unrealized gain on investments                                                      2,734,498
- -----------------------------------------------------------------------------------------------------  -----------
         Change in net assets resulting from operations                                                $ 2,851,066
- -----------------------------------------------------------------------------------------------------  -----------
</TABLE>





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


Capital Growth Fund
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                  YEAR ENDED OCTOBER 31,
<S>                                                                     <C>                   <C>
                                                                                1995                  1994
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------
Net investment income                                                      $      116,568       $        227,207
- ----------------------------------------------------------------------
Net realized gain (loss) on investments ($1,735,236 and $1,150,835 net
gains, respectively, as computed for federal tax purposes)                      1,823,129              1,057,990
- ----------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                              911,369             (3,347,016)
- ----------------------------------------------------------------------  --------------------  --------------------
    Change in net assets resulting from operations                              2,851,066             (2,061,819)
- ----------------------------------------------------------------------  --------------------  --------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------
Distributions from net investment income
- ----------------------------------------------------------------------
  Investment Shares                                                              --                     (127,805)
- ----------------------------------------------------------------------
  Class A Shares                                                                 (112,008)              (103,720)
- ----------------------------------------------------------------------
  Class C Shares                                                                   (4,517)                (2,570)
- ----------------------------------------------------------------------



Distributions in excess of net investment income:
- ----------------------------------------------------------------------
  Class A Shares                                                                  (11,509)(a)          --
- ----------------------------------------------------------------------
  Class C Shares                                                                   (1,835)(a)          --
- ----------------------------------------------------------------------
Distributions from net realized gains on investment transactions
- ----------------------------------------------------------------------
  Investment Shares                                                              --                     (705,563)
- ----------------------------------------------------------------------
  Class A Shares                                                                   (1,288)              (686,918)
- ----------------------------------------------------------------------
  Class C Shares                                                                     (141)               (60,511)
- ----------------------------------------------------------------------  --------------------  --------------------
    Change in net assets resulting from distributions to shareholders            (131,298)            (1,687,087)
- ----------------------------------------------------------------------  --------------------  --------------------
SHARE TRANSACTIONS--
- ----------------------------------------------------------------------
Proceeds from sale of shares                                                    4,399,945              6,385,862
- ----------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of
distributions declared                                                            112,400              1,544,956
- ----------------------------------------------------------------------
Cost of shares redeemed                                                        (3,751,954)           (19,997,291)
- ----------------------------------------------------------------------  --------------------  --------------------
    Change in net assets resulting from share transactions                        760,391            (12,066,473)
- ----------------------------------------------------------------------  --------------------  --------------------
         Change in net assets                                                   3,480,159            (15,815,379)



- ----------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------
Beginning of period                                                            10,943,504             26,758,883
- ----------------------------------------------------------------------  --------------------  --------------------
End of period (including undistributed net investment income of $0 and
$4,230, respectively)                                                      $   14,423,663       $     10,943,504
- ----------------------------------------------------------------------  --------------------  --------------------
</TABLE>





(a) Distributions in excess of net investment income were a result of certain
    book and tax timing differences. These distributions do not represent a
    return of capital for federal income tax purposes.

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

Capital Growth Fund
Financial Highlights--Investment Shares
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



<TABLE>
<CAPTION>
                                                        YEAR ENDED OCTOBER 31,                    YEAR ENDED MARCH 31,
<S>                                          <C>          <C>        <C>        <C>          <C>        <C>        <C>
                                              1995(C)      1994       1993       1992(B)      1991       1990       1989(A)
NET ASSET VALUE, BEGINNING OF PERIOD         $   11.31   $   13.38  $   11.84   $   12.00   $    9.11  $    9.97   $   10.00
- ------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------
  Net investment income                           0.07        0.15       0.13        0.12        0.31       0.32        0.03
- ------------------------------------------
  Net realized and unrealized gain (loss)
  on investments                                  (.67)      (1.25)      1.71       (0.18)       2.91      (0.86)      (0.04)
- ------------------------------------------  -----------  ---------  ---------  -----------  ---------  ---------  -----------
  Total from investment operations               (0.60)      (1.10)      1.84       (0.06)       3.22      (0.54)      (0.01)
- ------------------------------------------  -----------  ---------  ---------  -----------  ---------  ---------  -----------
LESS DISTRIBUTIONS
- ------------------------------------------
  Distributions from net investment income       (0.07)      (0.15)     (0.14)      (0.10)      (0.30)     (0.32)      (0.02)
- ------------------------------------------
  Distributions in excess of net
  investment income                             --          --         --          --           (0.01)    --          --
- ------------------------------------------
  Distributions from net realized gain on
  investment transactions                       --           (0.82)     (0.16)     --           (0.02)    --          --
- ------------------------------------------  -----------  ---------  ---------  -----------  ---------  ---------  -----------
  Total distributions                            (0.07)      (0.97)     (0.30)      (0.10)      (0.33)     (0.32)      (0.02)
- ------------------------------------------  -----------  ---------  ---------  -----------  ---------  ---------  -----------



NET ASSET VALUE, END OF PERIOD               $   10.64   $   11.31  $   13.38   $   11.84   $   12.00  $    9.11   $    9.97
- ------------------------------------------  -----------  ---------  ---------  -----------  ---------  ---------  -----------
TOTAL RETURN (D)                                 (5.28%)     (8.20%)     15.70%      (0.53%)     35.68%     (5.43%)      (0.02%)
- ------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------
  Expenses                                        1.08%*      1.03%      1.00%       1.00%*      1.00%      1.00%       1.19%*
- ------------------------------------------
  Net investment income                           3.77%*      1.17%      0.98%       1.28%*      2.73%      3.54%       4.21%*
- ------------------------------------------
  Expense waiver/reimbursement (e)                4.99%*      2.73%      2.37%       1.50%*      1.50%      1.50%       0.78%*
- ------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------
  Net assets, end of period (000 omitted)           $0         $14    $14,836     $18,161     $13,513    $7,484       $5,525
- ------------------------------------------
  Portfolio turnover                               160%         86%        74%         29%         57%        83%          0%
- ------------------------------------------
</TABLE>





 * Computed on an annualized basis.

 (a) Reflects operations for the period from November 30, 1989 (date of initial
     public investment) to December 31, 1989.

 (b) During the ten month period, the Fund changed its fiscal year-end from
     December 31 to October 31.

 (c) As of December 20, 1994, Investments shares of Capital Growth Fund had no
     shareholders and were no longer offered for public investments.

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

 (e) The Adviser waived all of the investment advisory fee and reimbursed
     $103,023 of certain operating expenses of the Fund, which represents .65%
     and .88% of average net assets, respectively, to comply with certain state
     expense limitations. The remainder of the reimbursement was voluntary. This
     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)


Capital Growth Fund
Financial Highlights--Class A Shares



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



<TABLE>
<CAPTION>
                                                                                     YEAR ENDED OCTOBER 31,
<S>                                                                        <C>        <C>        <C>        <C>
                                                                            1995       1994       1993       1992(A)
NET ASSET VALUE, BEGINNING OF PERIOD                                      $   11.31  $   13.38  $   11.84   $   12.00
- ------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------
  Net investment income                                                        0.15       0.12       0.09        0.11
- ------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                       2.96      (1.25)      1.71       (0.18)
- ------------------------------------------------------------------------  ---------  ---------  ---------  -----------
  Total from investment operations                                             3.11      (1.13)      1.80       (0.07)
- ------------------------------------------------------------------------  ---------  ---------  ---------  -----------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------
  Distributions from net investment income                                    (0.14)     (0.12)     (0.10)      (0.09)
- ------------------------------------------------------------------------
  Distributions in excess of net investment income                             (.01)    --         --          --
- ------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions             (.001)     (0.82)     (0.16)     --
- ------------------------------------------------------------------------  ---------  ---------  ---------  -----------
  Total distributions                                                         (0.15)     (0.94)     (0.26)      (0.09)
- ------------------------------------------------------------------------  ---------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD                                            $   14.27  $   11.31  $   13.38   $   11.84
- ------------------------------------------------------------------------  ---------  ---------  ---------  -----------
TOTAL RETURN (B)                                                              27.79%     (8.43%)     15.34%      (0.61%)



- ------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------
  Expenses                                                                     1.25%      1.25%      1.25%       1.17%*
- ------------------------------------------------------------------------
  Net investment income                                                        1.06%      1.00%      0.73%       1.19%*
- ------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                             3.29%      2.79%      2.37%       1.33%*
- ------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                  $13,069      $9,880    $11,609     $6,540
- ------------------------------------------------------------------------
  Portfolio turnover                                                            160%        86%        74%         29%
- ------------------------------------------------------------------------
</TABLE>





   * Computed on an annualized basis.

 (a) Reflects operations for the period from January 16, 1992 (date of initial
     public investment) to October 31, 1992.

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

 (c) The Adviser waived all of the investment advisory fee and reimbursed
     $103,023 of certain operating expenses of the Fund, which represents .65%
     and .88% of average net assets, respectively, to comply with certain state
     expense limitations. The remainder of the reimbursement was voluntary. This
     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)


Capital Growth Fund
Financial Highlights--Class C Shares
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



<TABLE>
<CAPTION>
                                                                                         YEAR ENDED OCTOBER 31,
<S>                                                                                 <C>        <C>        <C>
                                                                                      1995       1994       1993(A)
NET ASSET VALUE, BEGINNING OF PERIOD                                                $   11.31  $   13.36   $   12.39
- ----------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------
  Net investment income                                                                  0.05       0.04       (0.01)
- ----------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                 2.96      (1.23)       0.98
- ----------------------------------------------------------------------------------  ---------  ---------  -----------
  Total from investment operations                                                       3.01      (1.19)       0.97
- ----------------------------------------------------------------------------------  ---------  ---------  -----------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------
  Distributions from net investment income                                              (0.05)     (0.04)     --
- ----------------------------------------------------------------------------------
  Distributions in excess of net investment income                                       (.02)    --          --
- ----------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                       (.001)     (0.82)     --
- ----------------------------------------------------------------------------------  ---------  ---------  -----------
  Total distributions                                                                   (0.07)     (0.86)     --
- ----------------------------------------------------------------------------------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD                                                      $   14.25  $   11.31   $   13.36
- ----------------------------------------------------------------------------------  ---------  ---------  -----------
TOTAL RETURN (B)                                                                        26.78%     (8.90%)       7.83%



- ----------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------
  Expenses                                                                               1.94%      2.00%       2.00%*
- ----------------------------------------------------------------------------------
  Net investment income                                                                  0.38%      0.35%      (0.18%)*
- ----------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                       3.10%      2.73%       2.37%*
- ----------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                              $1,354    $1,049        $314
- ----------------------------------------------------------------------------------
  Portfolio turnover                                                                      160%        86%         74%
- ----------------------------------------------------------------------------------
</TABLE>





   * Computed on an annualized basis.

 (a) Reflects operations for the period from April 13, 1993 (date of initial
     public investment) to October 31, 1993.

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

 (c) The Adviser waived all of the investment advisory fee and reimbursed
     $103,023 of certain operating expenses of the Fund, which represents .65%
     and .88% of average net assets, respectively, to comply with certain state
     expense limitations. The remainder of the reimbursement was voluntary. This
     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)

Capital Growth Fund
Notes to Financial Statements
- --------------------------------------------------------------------------------
October 31, 1995

(1) ORGANIZATION

Investment Series Funds, Inc. (the "Corporation") is registered under the
Investment Company Act of 1940, as amended (the "Act"), as an open-end,



management investment company. The Corporation consists of two diversified
portfolios. The financial statements included herein are only those of Capital
Growth Fund (the "Fund"). The financial statements of the other portfolio are
presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which shares are held.

The Fund provides two classes of shares: Class A Shares and Class C Shares.
Previously, the Fund provided three classes of shares ("Investment Shares",
"Class A Shares", and "Class C Shares"). As of December 20, 1994, the
"Investment Shares" class had no shareholders and were no longer offered.

(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 principals.

     INVESTMENT VALUATIONS--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. All other securities are valued at
     the prices provided by an independent pricing service.

     REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS--It is the policy
     of the Fund to require the custodian bank or broker 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 the
     value of collateral at least equals the repurchase price to be paid under
     the repurchase agreement transaction.

     The Fund is also permitted to enter into reverse repurchase agreements, in
     which the Fund sells U.S. government securities to financial institutions
     and agrees to repurchase the securities at an agreed upon price and date.

     The Fund will only enter into repurchase and reverse repurchase agreements
     with banks and other recognized financial institutions, such as
     broker/dealers, which are deemed by the Fund's adviser to be creditworthy
     pursuant to guidelines and/or standards reviewed or established by the
     Board of Directors (the "Directors"). Risks may arise from the potential
     inability of counterparties to honor the terms of these agreements.
     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"). Dividend income and
     distributions to shareholders are recorded on the ex-dividend date.
     Distributions are determined in accordance with income tax regulations
     which may differ from generally accepted accounting principles. These
     distributions do not represent a return of capital for federal income tax
     purposes.

     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 the
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering its shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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

(3) CAPITAL STOCK

At October 31, 1995, there were 1,000,000,000 shares ($.0001 par value per
share) of capital stock authorized. Transactions in capital stock were as
follows:



<TABLE>
<CAPTION>
                                                                  YEAR ENDED                 YEAR ENDED
                                                               OCTOBER 31, 1995           OCTOBER 31, 1994
<S>                                                        <C>        <C>            <C>          <C>
                    INVESTMENT SHARES                       SHARES       AMOUNT        SHARES         AMOUNT
Shares sold                                                   --           --            225,412  $    2,857,811
- ---------------------------------------------------------
Shares issued to shareholders in payment of distributions
declared                                                      --           --             71,899         833,031
- ---------------------------------------------------------
Shares redeemed                                               (1,315)       (14,628)  (1,404,546)    (16,634,524)
- ---------------------------------------------------------  ---------  -------------  -----------  --------------
  Net change resulting from Investment share transactions     (1,315) $     (14,628)  (1,107,235) $  (12,943,682)
- ---------------------------------------------------------  ---------  -------------  -----------  --------------
</TABLE>




<TABLE>
<CAPTION>
                                                                  YEAR ENDED                 YEAR ENDED
                                                               OCTOBER 31, 1995           OCTOBER 31, 1994
<S>                                                        <C>        <C>            <C>          <C>
                     CLASS A SHARES                         SHARES       AMOUNT        SHARES         AMOUNT
Shares sold                                                  308,913  $   4,074,979      202,913  $    2,577,402
- ---------------------------------------------------------
Shares issued to shareholders
in payment of distributions declared                           9,233        107,117       57,557         660,838
- ---------------------------------------------------------
Shares redeemed                                             (275,897)    (3,429,575)    (254,546)     (3,225,286)
- ---------------------------------------------------------  ---------  -------------  -----------  --------------
  Net change resulting from Class A share transactions        42,249  $     752,521        5,924  $       12,954
- ---------------------------------------------------------  ---------  -------------  -----------  --------------
</TABLE>




<TABLE>
<CAPTION>
                                                                  YEAR ENDED                 YEAR ENDED
                                                               OCTOBER 31, 1995           OCTOBER 31, 1994
<S>                                                        <C>        <C>            <C>          <C>
                     CLASS C SHARES                         SHARES       AMOUNT        SHARES         AMOUNT
Shares sold                                                   26,099  $     324,966       75,971  $      950,649
- ---------------------------------------------------------
Shares issued to shareholders in payment of distributions
declared                                                         482          5,283        4,583          51,087
- ---------------------------------------------------------
Shares redeemed                                              (24,336)      (307,751)     (11,270)       (137,481)
- ---------------------------------------------------------  ---------  -------------  -----------  --------------
  Net change resulting from Class C share transactions         2,245         22,498       69,284         864,255
- ---------------------------------------------------------  ---------  -------------  -----------  --------------
  Net change resulting from share transactions                43,179  $     760,391   (1,032,027) $  (12,066,473)
- ---------------------------------------------------------  ---------  -------------  -----------  --------------
</TABLE>





(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Advisers, the Fund's investment adviser, (the
"Adviser"), receives for its services an annual investment advisory fee equal to
(a) a maximum of .55% of 1% of the average daily net assets of the Fund, and (b)
4.50% of the gross income of the Fund, excluding capital gains or losses. The
Adviser waived its fee and reimbursed certain operating expenses of the Fund to
comply with certain state expense limitations. The Adviser may voluntarily
choose to reimburse additional operating expenses of the Fund. The Adviser can
modify or terminate this voluntary reimbursement at any time at its sole
discretion.

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

DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Services Corp. ("FSC"), the principal distributor, from the
net assets of the Fund to finance activities intended to result in the sale of
the Fund's Class A Shares and Class C Shares. The Plan provides that the Fund
may incur distribution expenses up to .25 of 1% and .75 of 1% of the average



daily net assets of the Class A Shares and Class C Shares, respectively,
annually, to compensate FSC. The distributor may voluntarily choose to waive a
portion of its fee. The distributor can modify or terminate this voluntary
waiver at any time at its sole discretion.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Class A Shares and the Class C Shares for
the period. This fee is to obtain certain services for shareholders and to
maintain shareholder accounts. FSS may voluntarily choose to waive a portion of
this fee. FSS can modify or terminate this voluntary waiver at any time at its
sole discretion.

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

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

GENERAL--Certain of the Officers and Directors of the Corporation 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 October 31, 1995, were as follows:



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>
PURCHASES                                                                                            $  17,823,846
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  17,370,633
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>






Report of Ernst & Young LLP,
Independent Auditors
- --------------------------------------------------------------------------------

To the Directors and Shareholders of
INVESTMENT SERIES FUNDS, INC.:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Capital Growth Fund, (one of the portfolios
comprising Investment Series Funds, Inc.) as of October 31, 1995, and the
related statement of operations for the year then ended, the statement of
changes in net assets for each of the two years in the period then ended and the
financial highlights for each of the periods presented therein. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates



made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Capital Growth Fund at October 31, 1995, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the periods presented
therein, in conformity with generally accepted accounting principles.

                                                               ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
December 12, 1995




[LOGO] FEDERATED FUNDS
       Where Experts Invest

Federated Securities Corp. is the distributor of the fund.

A Subsidiary of Federated Investors

Federated Investors Tower
Pittsburgh, PA 15222-3779




461444200
461444408
G00195-01 (12/95)

RECYCLED PAPER


                              FEDERATED BOND FUND
                         (FORMERLY, FORTRESS BOND FUND)
                 (A PORTFOLIO OF INVESTMENT SERIES FUNDS, INC.)
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                                FORTRESS SHARES
                      STATEMENT OF ADDITIONAL INFORMATION
   This Statement of Additional Information should be read with the prospectus
   for Class A Shares, Class B Shares, and Class C Shares, and the prospectus
   for Fortress Shares of  Federated Bond Fund (the "Fund") dated December 31,
   1995. You may request a copy of a prospectus or a paper copy of this
   Statement of Additional Information, if you have received it
   electronically, free of charge by calling 1-800-235-4669.

   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

                        Statement dated December 31, 1995
     FEDERATED SECURITIES CORP.



DISTRIBUTOR
A SUBSIDIARY OF Federated Investors



GENERAL INFORMATION ABOUT THE FUND1

INVESTMENT OBJECTIVE AND POLICIES1

 TYPES OF INVESTMENTS            1
 FUTURES AND OPTIONS TRANSACTIONS1
 INVESTING IN FOREIGN CURRENCIES 3
 WHEN-ISSUED AND DELAYED DELIVERY
  TRANSACTIONS                   4
 LENDING OF PORTFOLIO SECURITIES 4
 REPURCHASE AGREEMENTS           4
 REVERSE REPURCHASE AGREEMENTS   4
 PORTFOLIO TURNOVER              5
INVESTMENT LIMITATIONS           5

INVESTMENT SERIES FUNDS, INC.
MANAGEMENT                       7

 FUND OWNERSHIP                 11
 DIRECTORS' COMPENSATION        11
INVESTMENT ADVISORY SERVICES    12

 ADVISER TO THE FUND            12
 ADVISORY FEES                  12
BROKERAGE TRANSACTIONS          13

OTHER SERVICES                  12

 FUND ADMINISTRATION            13
 CUSTODIAN                      13



 TRANSFER AGENT AND DIVIDEND
  DISBURSING AGENT              13
 INDEPENDENT AUDITORS           13
PURCHASING SHARES               13

 DISTRIBUTION PLAN AND SHAREHOLDER
 SERVICES AGREEMENT             14
 PURCHASES BY SALES REPRESENTATIVES,
  DIRECTORS, AND EMPLOYEES      14
 CONVERSION TO FEDERAL FUNDS    14
 OTHER PAYMENTS TO FINANCIAL
  INSTITUTIONS (FORTRESS SHARES
  ONLY)                         14
DETERMINING NET ASSET VALUE     14

 DETERMINING MARKET VALUE OF
  SECURITIES                    15
REDEEMING SHARES                15

 REDEMPTION IN KIND             15
EXCHANGE PRIVILEGE (FORTRESS SHARES
ONLY)                           16

 REDUCED SALES CHARGE           16
 REQUIREMENTS FOR EXCHANGE      16
 TAX CONSEQUENCES               16
 MAKING AN EXCHANGE             16
REDEEMING SHARES                16

TAX STATUS                      17



 THE FUND'S TAX STATUS          17
 SHAREHOLDERS' TAX STATUS       17
TOTAL RETURN                    17

YIELD                           17

PERFORMANCE COMPARISONS         18

 DURATION                       19
ABOUT FEDERATED INVESTORS       19

 MUTUAL FUND MARKET             19
 INSTITUTIONAL CLIENTS          19
 TRUST ORGANIZATIONS            20
 BROKER /DEALERS AND BANK
  BROKER/DEALER SUBSIDIARIES    20
APPENDIX                        21



GENERAL INFORMATION ABOUT THE FUND

The Fund is a portfolio of Investment Series Funds, Inc. (the "Corporation").
The Fund was established as a portfolio of Investment Series Trust, a
Massachusetts business trust, on March 17, 1987, and on February 5, 1993, was
reorganized into a portfolio of the Corporation, which is organized under the
laws of the State of Maryland. It is qualified to do business as a foreign
corporation in Pennsylvania.
Shares of the Fund are offered in four classes known as Class A Shares, Class B
Shares, Class C Shares, and Fortress Shares (individually and collectively
referred to as "Shares," as the context may require). This Statement of
Additional Information relates to all classes of Shares of the Fund.
INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide as high a level of current
income as is consistent with the preservation of capital. The investment
objective cannot be changed without approval of shareholders.
TYPES OF INVESTMENTS
As a matter of investment policy, which may be changed without shareholder
approval, the Fund will, under normal circumstances, invest at least 65% of the
value of its total net assets in investment grade bonds. Permitted investments
include:
   o domestically-issued and foreign-issued corporate debt obligations;
   o asset-backed securities;
   o obligations issued or guaranteed by the U.S. government, its agencies or
     instrumentalities;
   o taxable municipal debt obligations; and
   o repurchase agreements.



FUTURES AND OPTIONS TRANSACTIONS
The Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial 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 currently does not intend to
invest more than 5% of its total assets in options transactions.
  FINANCIAL FUTURES CONTRACTS
     A futures contract is a firm commitment by two parties: 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.
     In the fixed income securities market, price generally moves inversely to
     interest rates. Thus, a rise in rates generally means a drop in price.
     Conversely, a drop in rates generally means a rise in price. In order to
     hedge its holdings of fixed income securities against a rise in market
     interest rates, the Fund could 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. The Fund would "go long"
     (agree to purchase securities in the future at a predetermined price) to
     hedge against a decline in market interest rates.
  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.
     The Fund would purchase put options on futures contracts to protect
     portfolio securities against decreases in value resulting from an
     anticipated increase in market interest rates. 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 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 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 against an
     increase in market interest rates. 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
     market interest rates rise, 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 offset
     the drop in value of the Fund's fixed income 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 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 futures contract initial margin 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) as 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).
INVESTING IN FOREIGN CURRENCIES
  FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
     The Fund may enter into forward foreign currency exchange contracts in
     order to protect itself against a possible loss resulting from an adverse
     change in the relationship between the U.S. dollar and a foreign currency
     involved in an underlying transaction. However, forward foreign currency
     exchange contracts may limit potential gains which could result from a
     positive change in such currency relationships. The Fund's investment
     adviser, Federated Advisers (the "Adviser"), believes that it is important
     to have the flexibility to enter into forward foreign currency exchange
     contracts whenever it determines that it is in the Fund's best interest to
     do so. The Fund will not speculate in foreign currency exchange.
     There is no limitation as to the percentage of the Fund's assets that may
     be committed to such contracts.
     The Fund does not enter into forward foreign currency exchange contracts or
     maintain a net exposure in such contracts when the Fund would be obligated
     to deliver an amount of foreign currency in excess of the value of the
     Fund's portfolio securities or other assets denominated in that currency
     or, in the case of a "cross-hedge" denominated in a currency or currencies
     that the Adviser believes will tend to be closely correlated with the
     currency with regard to price movements. Generally, the Fund does not enter
     into a forward foreign currency exchange contract with a term longer than
     one year.
  FOREIGN CURRENCY OPTIONS
     A foreign currency option provides the option buyer with the right to buy
     or sell a stated amount of foreign currency at the exercise price on a



     specified date or during the option period. The owner of a call option has
     the right, but not the obligation, to buy the currency. Conversely, the
     owner of a put option has the right, but not the obligation to sell the
     currency.
     When the option is exercised, the seller (i.e., writer) of the option is
     obligated to fulfill the terms of the sold option. However, either the
     seller or the buyer may, in the secondary market, close its position during
     the option period at any time prior to expiration.
     A call option on foreign currency generally rises in value if the
     underlying currency appreciates in value, and a put option on foreign
     currency generally falls in value if the underlying currency depreciates in
     value. Although purchasing a foreign currency option can protect the Fund
     against an adverse movement in the value of a foreign currency, the option
     will not limit the movement in the value of such currency. For example, if
     the Fund were holding securities denominated in a foreign currency that was
     appreciating and had purchased a foreign currency put to hedge against a
     decline in the value of the currency, the Fund would not have to exercise
     its put option. Likewise, if the Fund were to enter into a contract to
     purchase a security denominated in foreign currency and, in conjunction
     with that purchase, were to purchase a foreign currency call option to
     hedge against a rise in value of the currency, and if the value of the
     currency instead depreciated between the date of purchase and the
     settlement date, the Fund would not have to exercise its call. Instead, the
     Fund could acquire in the spot market the amount of foreign currency needed
     for settlement.
  SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS
     Buyers and sellers of foreign currency options are subject to the same
     risks that apply to options generally.



     In addition, there are certain additional risks associated with foreign
     currency options. The markets in foreign currency options are relatively
     new, and the Fund's ability to establish and close out positions on such
     options is subject to the maintenance of a liquid secondary market.
     Although the Fund will not purchase or write such options unless and until,
     in the opinion of the Adviser, the market for them has developed
     sufficiently to ensure that the risks in connection with such options are
     not greater than the risks in connection with the underlying currency,
     there can be no assurance that a liquid secondary market will exist for a
     particular option at any specific time.
     In addition, options on foreign currencies are affected by all of those
     factors that influence foreign exchange rates and investments generally.
     The value of a foreign currency option depends upon the value of the
     underlying currency relative to the U.S. dollar. As a result, the price of
     the option position may vary with changes in the value of either or both
     currencies and may have no relationship to the investment merits of a
     foreign security. Because foreign currency transactions occurring in the
     interbank market involve substantially larger amounts than those that may
     be involved in the use of foreign currency options, investors may be
     disadvantaged by having to deal in an odd lot market (generally consisting
     of transactions of less than $1 million) for the underlying foreign
     currencies at prices that are less favorable than for round lots.
     There is no systematic reporting of last sale information for foreign
     currencies or any regulatory requirement that quotations available through
     dealers or other market sources be firm or revised on a timely basis.
     Available quotation information is generally representative of very large
     transactions in the interbank market and thus may not reflect relatively
     smaller transactions (i.e. less than $1 million) where rates may be less



     favorable. The interbank market in foreign currencies is a global, around-
     the-clock market. To the extent that the U.S. option markets are closed
     while the markets for the underlying currencies remain open, significant
     price and rate movements may take place in the underlying markets that
     cannot be reflected in the options markets until they reopen.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund's
records at the trade date. These assets are marked to market daily and are
maintained until the transaction has been settled. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.



REPURCHASE AGREEMENTS
The Fund requires its custodian to take possession of the securities subject to
repurchase agreements, and these securities are marked to market daily. To the
extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities. In the event that a defaulting seller files for bankruptcy or
becomes insolvent, disposition of securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Adviser to be
creditworthy pursuant to guidelines established by the Fund's Board of Directors
(the "Directors").
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. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.



When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. The securities are marked to market daily and
maintained until the transaction is settled.
PORTFOLIO TURNOVER
The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objectives. Securities in the Fund's portfolio will be
sold whenever the 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 Adviser does not anticipate that portfolio
turnover will result in adverse tax consequences. Any such trading will increase
the Fund's portfolio turnover rate and transaction costs. For the fiscal years
ended October 31, 1995, and 1994, the portfolio turnover rates were 77% and 74%,
respectively.
INVESTMENT LIMITATIONS

  BUYING ON MARGIN
     The Fund will not purchase any securities on margin but may obtain such
     short-term credits as may be necessary for the clearance of transactions.
  ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities except that the Fund may borrow
     money and engage in reverse repurchase agreements in amounts up to one-
     third of the value of its net assets, including the amounts borrowed.
     The Fund will not borrow money or engage in reverse repurchase agreements
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure or to facilitate management of the portfolio by enabling
     the Fund to meet redemption requests when the liquidation of portfolio



     securities is deemed to be inconvenient or disadvantageous. The Fund will
     not purchase any securities while any such borrowings in excess of 5% 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 10%
     of the value of total assets at the time of the borrowing.
  DIVERSIFICATION OF INVESTMENTS
     With respect to securities comprising 75% of the value of its total assets,
     the Fund will not purchase securities issued by any one issuer (other than
     cash, cash items or securities issued or guaranteed by the government of
     the United States or its agencies or instrumentalities and repurchase
     agreements collateralized by such securities) if as a result more than 5%
     of the value of its total assets would be invested in the securities of
     that issuer.
  INVESTING IN REAL ESTATE
     The Fund will not buy or sell real estate, although it may invest in the
     securities of companies whose business involves the purchase or sale of
     real estate or in securities which are secured by real estate or interests
     in real estate.
  INVESTING IN COMMODITIES
     The Fund will not purchase 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. The Fund will notify shareholders before such a change
     in its operating policies is implemented.



  INVESTING IN RESTRICTED SECURITIES
     The Fund will not invest more than 10% of its net assets in securities
     subject to restrictions on resale under the federal securities laws (except
     for commercial paper issued under Section 4(2) of the Securities Act of
     1933).
  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.
  LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets except portfolio securities, on a
     short-term or long-term basis, up to one-third of the value of its total
     assets, to broker/dealers, banks, or other institutional borrowers of
     securities.
  CONCENTRATION OF INVESTMENTS
     The Fund will not invest 25% or more of the value of its total assets in
     any one industry. However, investing in U.S. government obligations shall
     not be considered investments in any one industry.
  SELLING SHORT
     The Fund will not sell securities short unless:
     oduring the time the short position is open, it owns an equal amount of
      the securities sold or securities readily and freely convertible into or
      exchangeable, without payment of additional consideration, for securities
      of the same issuer as, and equal in amount to, the securities sold short;
      and
     onot more than 10% of the Fund's net assets (taken at current value) is
      held as collateral for such sales at any one time.



  INVESTING IN ILLIQUID SECURITIES
     The Fund will not invest more than 15% of its net assets in securities
     which are illiquid, including repurchase agreements providing for
     settlement in more than seven days after notice.
The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Directors without
shareholder approval. Shareholders will be notified before any material change
in those limitations becomes effective.
  INVESTING IN MINERALS
     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs or leases, although it may purchase the
     securities of issuers which invest in or sponsor such programs.
  INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     portfolio instruments of unseasoned issuers, including their predecessors,
     that have been in operation for less than three years.
  INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND DIRECTORS OF
  THE CORPORATION
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Directors of the Corporation 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.
  WRITING COVERED 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. 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,
     invest no 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 limit its investments in the securities of other
     investment companies to those of money market funds having investment
     objectives and policies similar to its own. 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, reorganization or acquisition of assets. While it is the
     Fund's policy to waive its investment advisory fee on assets invested in
     securities of open-end investment companies, it should be noted that
     investment companies incur certain expenses such as custodian and transfer
     agent fees, and therefore any investment by a Fund in shares of another
     investment company would be subject to such duplicate expenses.
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 limitations, the Fund considers instruments issued by a U.S.
branch of a domestic bank having capital, surplus, and undivided profits in
excess of $100,000,000 at the time of investment to be "cash items."
The use of short sales will allow the Fund to retain certain bonds in its
portfolio longer than it would without such sales. To the extent the Fund
receives the current income produced by such bonds for a longer period than it
might otherwise, the Fund's investment objective of current income is furthered.



The Fund did not borrow money, sell securities short, engage in foreign currency
options, or purchase financial futures contracts in excess of 5% of the value of
its net assets during the last fiscal year and has no present intent to do so in
the coming fiscal year.
INVESTMENT SERIES FUNDS, INC. MANAGEMENT
Officers and Directors are listed with their addresses, present positions with
Investment Series Funds, Inc., and principal occupations.


John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  July 28, 1924
Chairman and Director
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director, Trustee, or Managing General Partner of
the Funds. Mr. Donahue is the father of J. Christopher Donahue, President and
Trustee of the Trust.




Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
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
Director
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
Director
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.


J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
President and Director
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated 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.




James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate:  May 18, 1922
Director
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds.


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
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, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney-at-law; Shareholder, Henny, Kochuba, 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.


Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Director
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.




Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Director
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
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
Director
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935
Director
Public relations/marketing consultant; Conference Coordinator, Non-profit
entities; Director, Trustee, or Managing General Partner of the Funds.




Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp., and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; Executive Vice President and
Treasurer of the Funds.




David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate: January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.; Vice President, Federated Shareholder
Services; Senior Vice President, Federated Administrative Services; Treasurer of
the Funds.


John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Trustee, Federated Advisers, Federated Management, and Federated Research;
Director, Federated Research Corp. and Federated Global Research Corp.; Trustee,
Federated Services Company; Executive Vice President, Secretary, and Trustee,
Federated Administrative Services; President and Trustee, Federated Shareholder
Services; Director, Federated Securities Corp.; Executive Vice President and
Secretary of the Funds.




     * This Director is deemed to be an "interested person" as defined in the
       Investment Company Act of 1940.
     @ Member of the Executive Committee. The Executive Committee of the
       Directors handles the responsibilities of the Directors 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 Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S, Government Securities Fund: 3-5
Years; 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;; 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; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; The Shawmut Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; 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 Directors own less than 1% of the Fund's outstanding shares.
As of December 4, 1995, the following shareholder of record owned 5% or more of
the outstanding Class A shares of the Fund: Merrill Lynch Pierce Fenner &
Smith, Jacksonville, Florida, acting in various capacities for numerous
accounts, owned approximately 38,018 shares (5.09%); Dolores M. Bold,
Pittsburgh, PA, owned approximately 48,929 shares (6.55%); and BHC Securities,
Inc., Philadelphia, PA, acting in various capacities for numerous accounts,
owned approximately 192,064 shares (25.71%).
The following shareholders owned 5% or more of the outstanding Class C Shares of
the Fund: BHC Securities, Inc., Philadelphia, PA, acting in various capacities
for numerous accounts, owned approximately 37,845 shares (5.04%); Paine Weber,
Sun City West, Arizona, owned approximately 40,837 shares (5.44%); and Merrill
Lynch Pierce Fenner &  Smith, Jacksonville, Florida, acting in various
capacities for numerous accounts, owned approximately 112,989 shares (15.04%).
The following shareholders owned 5% or more of the outstanding Fortress Shares
of the Fund: Merrill Lynch Pierce Fenner &  Smith, Jacksonville, Florida, acting
in various capacities for numerous accounts, owned approximately 4,824,983
shares (23.03%).



DIRECTORS' COMPENSATION


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


John F. Donahue, $ 0       $0 for the Fund and
Chairman and Director
                 68 other investment companies in the Fund Complex
Thomas G. Bigley $0        $20,688 for the Fund
Director                   64 other investment companies in the Fund Complex
John T. Conroy, Jr.,       $1,274
                 $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
William J. Copeland,       $1,274
                 $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
J. Christopher Donahue,    $0
                 $0 for the Fund and
Vice President and Director
                 14 other investment companies in the Fund Complex
James E. Dowd,   $1,274    $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Lawrence D. Ellis, M.D.,   $1,163
                 $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex



Edward L. Flaherty, Jr.,   $1,274
                 $117,202 for the Fund and
Director                   64 other investment companies in the Fund Complex
Peter E. Madden, $988      $90,563 for the Fund and
Director                   64 other investment companies in the Fund Complex
Gregor F. Meyer, $1,163    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
John E. Murray, Jr.,       $697
                 $0 for the Fund and
Director                   64 other investment companies in the Fund Complex
Wesley W. Posvar,$1,163    $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex
Marjorie P. Smuts,         $1,163
                 $106,460 for the Fund and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the fiscal year ended October 31, 1995.
+The information is provided for the last calendar year.
INVESTMENT ADVISORY SERVICES

ADVISER TO THE FUND
The Fund's investment adviser is Federated Advisers. It is a subsidiary of
Federated Investors. All of the voting securities of Federated Investors are
owned by a trust, the trustees of which are John F. Donahue, his wife, and his
son, J. Christopher Donahue.
The Adviser shall not be liable to the Corporation, 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
Corporation.
ADVISORY FEES
For its advisory services, Federated Advisers receives an annual investment
advisory fee for the Fund as described in the prospectus. For the fiscal years
ended October 31, 1995, 1994, and 1993, the Adviser earned $1,271,771,
$1,081,066, and $671,751, respectively, of which $505,263, $481,690, and
$548,973, were voluntarily waived because of undertakings to limit the Fund's
expenses.
  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 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.



BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Directors. The adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Fund or to the adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. During the fiscal
years ended October 31, 1995, 1994, and 1993, the Fund paid total brokerage
commissions of $5,595, $0, and $0, respectively.
Although investment decisions for the Fund are made independently from those of
the other accounts managed by the adviser, investments of the type the Fund may
make may also be made by those other accounts. When the Fund and one or more
other accounts managed by the adviser are prepared to invest in, or desire to



dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.
OTHER SERVICES

FUND ADMINISTRATION
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus. Prior to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the Fund's administrator.
(For purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc., may
hereinafter collectively be referred to as, the "Administrators"). For the
fiscal year ended October 31, 1995, Federated Administrative Services earned
$156,316. For the fiscal year ended October 31, 1994, the Administrators
collectively earned $192,379. For the fiscal year ended October 31, 1993,
Federated Administrative Services, Inc. earned $288,504. Dr. Henry J. Gailliot,
an officer of Federated Advisers, the Adviser to the Fund, holds approximately
20% of the outstanding common stock and serves as a director of Commercial Data
Services, Inc., a company which provides computer processing services to
Federated Administrative Services.
CUSTODIAN
State Street Bank and Trust Company, Boston, MA, is custodian for the securities
and cash of the Fund.



TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, Boston, MA, is transfer agent for the Shares of the
Fund, and dividend disbursing agent for the Fund.
INDEPENDENT AUDITORS
The independent auditors for the Fund are Ernst & Young LLP, One Oxford Centre,
Pittsburgh, Pennsylvania 15219.
PURCHASING SHARES

Except under certain circumstances described in the prospectus, shares are sold
at their net asset value plus a sales charge on days the New York Stock Exchange
is open for business. The procedure for purchasing shares of the Fund is
explained in the prospectus under "Investing in the Fund."
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services, to stimulate distribution
activities and to cause services to be provided to shareholders by a
representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors expect that the Fund will be
able to achieve a more predictable flow of cash for investment purposes and to
meet redemptions. This will facilitate more efficient portfolio management and
assist the Fund in pursuing its investment objectives. By identifying potential



investors whose needs are served by the Fund's objectives, and properly
servicing these accounts, it may be possible to curb sharp fluctuations in rates
of redemptions and sales.
Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
For the period from June 28, 1995 (date of  initial public investment) to
October 31, 1995, payments in the amount of $25,234 and $5,595 were made
pursuant to the Distribution Plan for Class B Shares and Class C Shares,
respectively.
For the fiscal year ended October 31, 1995, payments in the amount of $387,412
were made pursuant to the Shareholder Services Plan for Fortress Shares, of
which $16,487 was waived. For the period from June 28, 1995 (date of initial
public investment) to October 31, 1995, payments in the amount of $1,478 (of
which $296 was waived), $8,411, and $1,865 were made pursuant to the Shareholder
Services Plan for Class A Shares, Class B Shares, and Class C Shares,
respectively.
PURCHASES BY SALES REPRESENTATIVES, DIRECTORS, AND EMPLOYEES
Directors, employees, and sales representatives of the Fund, Federated Advisers,
and Federated Securities Corp., or their affiliates, or any investment dealer
who has a sales agreement with Federated Securities Corp., their spouses, and
their children under 21, may buy shares at net asset value without a sales
charge. Shares may also be sold without a sales charge to trusts or pension or
profit-sharing plans for these persons.



These sales are made with the purchaser's written assurance that the purchase is
for investment purposes and that the securities will not be resold except
through redemption by the Fund.
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 before shareholders begin to
earn dividends. State Street Bank and Trust Company acts as the shareholder's
agent in depositing checks and converting them to federal funds.
OTHER PAYMENTS TO FINANCIAL INSTITUTIONS (FORTRESS SHARES ONLY)
The administrative services for which the Distributor will pay financial
institutions include, but are not limited to, providing office space, equipment,
telephone facilities, and various clerical, supervisory and computer personnel,
as is necessary or beneficial to establish and maintain shareholders' accounts
and records, process purchase and redemption transactions, process automatic
investments of client account cash balances, answer routine client inquiries
regarding the Fund, assist clients in changing dividend options, account
designations, addresses, and providing such other services as the Fund may
reasonably request.
DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities are determined as follows:
   o according to the last sale price on a national securities exchange, if
     available;



   o in the absence of recorded sales for equity securities, according to the
     mean between the last closing bid and asked prices, and for bonds and other
     fixed income securities as determined by an independent pricing service;
   o for short-term obligations, according to the mean bid and asked prices, as
     furnished by an independent pricing service, or for short-term obligations
     with remaining maturities of less than 60 days at the time of purchase, at
     amortized cost unless the Board determines this is not fair value; or
   o at fair value as determined in good faith by the Fund's Directors.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:
   o yield;
   o quality;
   o coupon rate;
   o maturity;
   o type of issue;
   o trading characteristics; and
   o other market data.
Over-the-counter put options will be valued at the mean between the bid and the
asked prices.
REDEEMING SHARES

The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Shareholder redemptions of Class B Shares,
Class C Shares, and Fortress Shares may be subject to a contingent deferred
sales charge. Redemption procedures are explained in the respective prospectuses
under "Redeeming Class A Shares," "Redeeming Class B Shares," "Redeeming Class C
Shares" or "Redeeming Fortress Shares." Although the transfer agent 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.
Fortress Shares redeemed within one to four years of purchase may be subject to
a contingent deferred sales charge. The amount of the contingent deferred sales
charge is based upon the amount of the advance payment paid at the time of
purchase by the distributor to the financial institutions for services rendered,
and the length of time the investor remains a shareholder in the Fund. Should
financial institutions elect to receive an amount
less than the advance payment that is stated in the prospectus for servicing a
particular shareholder, the contingent deferred sales charge and/or holding
period for that particular shareholder will be reduced accordingly.
REDEMPTION IN KIND
The Trust is obligated to redeem shares solely in cash up to $250,000 or 1% of
the respective Fund's net asset value, whichever is less, for any one
shareholder within a 90-day period.
Any redemption beyond this amount will also be in cash unless the Trustees
determine that payments should be in kind.  In such a case, the Fund will pay
all or a portion of the remainder of the redemption in portfolio instruments,
valued in the same way that net asset value is determined.  The portfolio
instruments will be selected in a manner that the Trustees deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption.  If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.



EXCHANGE PRIVILEGE (FORTRESS SHARES ONLY)

This section relates only to Fortress Shares of the Fund. For information
regarding the Exchange Privilege for Class A Shares, Class B Shares, and Class C
Shares of the Fund, please see the respective prospectuses for these classes of
Shares.
The Securities and Exchange Commission (the "SEC") has issued an order exempting
the Corporation from certain provisions of the Investment Company Act of 1940.
As a result, Fund shareholders are allowed to exchange all or some of their
shares for shares in other Fortress Funds or certain Federated Funds which are
sold with a sales charge that differs from that of the Fund's or which impose no
sales charge so long as the Federated Funds are advised by subsidiaries or
affiliates of Federated Investors. These exchanges are made at net asset value
plus the difference between the Fund's sales charge already paid and any sales
charge of the fund into which the shares are to be exchanged, if higher. The
order also allows certain other funds, including funds that are not advised by
subsidiaries or affiliates of Federated Investors, which do not have a sales
charge, to exchange their shares for Fund shares on a basis other than their
current offering price. These exchanges may be made to the extent that such
shares were acquired in a prior exchange, at net asset value, for shares of a
Federated Fund carrying a sales charge.
REDUCED SALES CHARGE
If a shareholder making such an exchange qualifies for a reduction or
elimination of the sales charge, the shareholder must notify Federated
Securities Corp. or Federated Services Company in writing.
REQUIREMENTS FOR EXCHANGE
Shareholders using this privilege must exchange shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange



is being made. 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 residing in any state in which the
fund shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Fortress Shares submitted for exchange are
redeemed and the proceeds invested in shares of the other fund.
Further information on the exchange privilege and prospectuses for Fortress
Funds or certain of the Funds are available by calling the Fund.
TAX CONSEQUENCES
Exercise of this exchange privilege is treated as a sale for federal income tax
purposes. Depending upon the circumstances, a short or long-term capital gain or
loss may be realized.
MAKING AN EXCHANGE
Instructions for exchanges for Fortress Funds or certain of the Funds must be
given in writing by the shareholder. Written instructions may require a
signature guarantee.
REDEEMING SHARES

The Fund redeems Shares at the next computed net asset value after the Fund
receives the redemption request. Shareholder redemptions of Class B Shares,
Class C Shares, and Fortress Shares may be subject to a contingent deferred
sales charge. Redemption procedures are explained in the respective prospectuses
under "Redeeming Class A Shares," "Redeeming Class B Shares," "Redeeming Class C
Shares" or "Redeeming Fortress Shares." Although the transfer agent 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.
Fortress Shares redeemed within one to four years of purchase may be subject to
a contingent deferred sales charge. The amount of the contingent deferred sales



charge is based upon the amount of the advance payment paid at the time of
purchase by the distributor to the financial institutions for services rendered,
and the length of time the investor remains a shareholder in the Fund. Should
financial institutions elect to receive an amount less than the advance payment
that is stated in the prospectus for servicing a particular shareholder, the
contingent deferred sales charge and/or holding period for that particular
shareholder will be reduced accordingly.
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:
   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o distribute to its shareholders at least 90% of its net income earned during
     the year.
SHAREHOLDERS' TAX STATUS
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. No portion of any income dividend paid by
the Fund is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are taxable as
ordinary income.



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

Fortress Shares' average annual total returns for the one-year and five-year
periods ended October 31, 1995, and for the period from July 8, 1988 (effective
date of the Fund's registration statement) to October 31, 1995, were 14.30%,
17.03%, and 10.12%, respectively.
For the period from June 28, 1995 to October 31, 1995, Class A Shares, Class B
Shares, and Class C cumulative total returns were (0.71%), (1.91%), and 2.66%,
respectively.
The average annual total return for all classes of Shares of the Fund is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the 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
charge, adjusted over the period by any additional Shares, assuming a quarterly
reinvestment of all dividends and distributions. Any applicable contingent
deferred sales charge is deducted from the ending value of the investments based
on the lesser of the original purchase price or the offering price of Shares
redeemed.
Cumulative total return reflects total performance over a specific period of
time. Total return assumes and is reduced by the payment of the maximum sales
charge and contingent deferred sales charge, if applicable.



YIELD

The yields for Class A Shares, Class B Shares, Class C Shares, and Fortress
Shares for the thirty-day period ended October 31, 1995, were 7.21%, 6.73%,
6.74% and 7.43%, respectively.
The yield for all classes of Shares of the Fund is determined each day by
dividing the net investment income per share (as defined by the SEC) 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 SEC and, therefore, may not correlate to the dividends or other
distributions paid to shareholders. To the extent that financial institutions
and broker/dealers charge fees in connection with services provided in
conjunction with an investment in the Fund, performance will be reduced for
those shareholders paying those fees.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in any class
of Shares, the performance will be reduced for those shareholders paying those
fees.
PERFORMANCE COMPARISONS

The Fund's performance of each class of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;



   o changes in Fund's expenses; and
   o 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:
   o 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.
   o SALOMON BROTHERS AAA-AA CORPORATES INDEX calculates total returns of
     approximately 775 issues which include long-term, high grade domestic
     corporate taxable bonds, rated AAA-AA with maturities of twelve years or
     more and companies in industry, public utilities, and finance.
   o MERRILL LYNCH CORPORATE & GOVERNMENT MASTER INDEX is an unmanaged index
     comprised of approximately 4,821 issues which include corporate debt
     obligations rated BBB or better and publicly issued, non-convertible
     domestic debt of the U.S. government or any agency thereof. These quality



     parameters are based on composites of ratings assigned by Standard and
     Poor's Ratings Group and Moody's Investors Service, Inc. Only notes and
     bonds with a minimum maturity of one year are included.
   o MERRILL LYNCH CORPORATE MASTER is an unmanaged index comprised of
     approximately 4,356 corporate debt obligations rated BBB or better. These
     quality parameters are based on composites of ratings assigned by Standard
     and Poor's Corporation and Moody's Investors Service, Inc. Only bonds with
     a minimum maturity of one year are included.
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories by
     making comparative calculations using total return. Total return assumes
     the reinvestment of all capital gains distributions and income dividends
     and takes into account any change in offering price over a specific period
     of time. From time to time, the Fund will quote its Lipper ranking in
     advertising and sales literature.
   o THE LEHMAN BROTHERS CORPORATE BOND INDEX is comprised of a large universe
     of bonds issued by industrial, utility and financial companies which have a
     minimum rating of Baa by Moody's Investors Service, Inc., BBB by Standard
     and Poor's Ratings Group or, in the case of bank bonds not rated by either
     of the previously mentioned services, BBB by Fitch Investors Service, Inc.
   o MORNINGSTAR, INC., an independent rating service, is the publisher of the
     bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
     NASDAQ-listed Mutual Funds of all types, according to their risk-adjusted
     returns. The maximum rating is five stars, and ratings are effective for
     two weeks.
Advertisements and other sales literature for any class of Shares may quote
total returns which are calculated on nonstandardized base periods. These total
returns also represent the historic change in the value of an investment in any



class of Shares based on quarterly reinvestment of dividends over a specified
period of time.
From time to time, the Fund may advertise the performance of any class of Shares
using charts, graphs, and descriptions, compared to federally insured bank
products, including certificates of deposit and time deposits, and to money
market funds using the Lipper Analytical Services money market instruments
average. In addition, advertising and sales literature for the Fund may use
charts and graphs to illustrate the principals of dollar-cost averaging and may
disclose the amount of dividends paid by the Fund over certain periods of time.
Advertisements may quote performance information which does not reflect the
effect of a sales charge or contingent deferred sales charge, as applicable.
DURATION
Duration is a commonly used measure of the potential volatility in the price of
a bond, or other fixed income security, or in a portfolio of fixed income
securities, prior to maturity. Volatility is the magnitude of the change in the
price of a bond relative to a given change in the market rate of interest. A
bond's price volatility depends on three primary variables: the bond's coupon
rate; maturity date; and the level of market yields of similar fixed income
securities. Generally, bonds with lower coupons or longer maturities will be
more volatile than bonds with higher coupons or shorter maturities. Duration
combines these variables into a single measure.
Duration is calculated by dividing the sum of the time-weighted values of the
cash flows of a bond or bonds, including interest and principal payments, by the
sum of the present values of the cash flows. When the Fund invests in mortgage
pass-through securities, its duration will be calculated in a manner which
requires assumptions to be made regarding future principal prepayments. A more
complete description of this calculation is available upon request from the
Fund.



ABOUT FEDERATED INVESTORS

Federated INVESTORS is dedicated to meeting investor needs which is reflected in
its investment decision making-structured, straightforward, and consistent. This
has resulted in a history of competitive performance with a range of competitive
investment products that have gained the confidence of thousands of clients and
their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors.
In the money market sector, Federated INVESTORS gained prominence in the mutual
fund industry in 1974 with the creation of the first institutional money market
fund. Simultaneously, the company pioneered the use of the amortized cost method
of accounting for valuing shares of money market funds, a principal means used
by money managers today to value money market fund shares. Other innovations
include the first institutional tax-free money market fund. As of December 31,
1994, Federated INVESTORS managed more than $31 billion in assets across
approximately 43 money market funds, including 17 government, 8 prime and 18
municipal with assets approximating $17 billion, $7.4 billion and $6.6 billion,
respectively.
J. Thomas Madden, Executive Vice President, oversees Federated INVESTORS' equity
and high yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated INVESTORS' domestic fixed income management. Henry
A. Frantzen, Executive Vice President, oversees the management of Federated
INVESTORS' international portfolios.



MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated INVESTORS, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
INSTITUTIONAL CLIENTS
Federated INVESTORS meets the needs of more than 4,000 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional clients
include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisors. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
FEDERATED FUNDS are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.

*Source: Investment Company Institute







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.
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.
BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal payments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to



pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB
rating.
CCC--Debt rated CCC has a currently identifiable vulnerability to default and is
dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal.
CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.
C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC- debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed but debt service
payments are continued.
CI--The rating CI is reserved for income bonds on which no interest is being
paid.
D--Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The D rating also will be
used upon the filing of a bankruptcy petition if debt service payments are
jeopardized.
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.
BA--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.
B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
CAA--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.



CA--Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.
C--Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
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 obligator'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.
BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.



B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the limited margin of safety and the
need for reasonable business and economic activity throughout the life of the
issue.
CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.
CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.
C--Bonds are in imminent default in payment of interest or principal.
DDD, DD, AND D--Bonds are in default on interest and/or principal payments. Such
bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. DDD
represents the highest potential for recovery on these bonds, and D represents
the lowest potential for recovery.
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
P-1--Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics: leading



market positions in well-established industries; high rates of return on funds
employed; conservative capitalization structure with moderate reliance on debt
and ample asset protection; broad margins in earning coverage of fixed financial
charges and high internal cash generation; and well-established access to a
range of financial markets and assured sources of alternate liquidity.
P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.
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.



[LOGO OF FEDERATED INVESTORS]
FEDERATED INVESTORS

Federated Bond

CUSIP 461444507
CUSIP 461444606
CUSIP 461444705
CUSIP 461444309
2041304B (12/95)



Fund

9th Annual Report
October 31, 1995

Established 1987

FIXED INCOME


FEDERATED FUNDS
Where Experts Invest

Federated Securities Corp. is the distributor of the fund.

A Subsidiary of Federated Investors

Federated Investors Tower
Pittsburgh, PA 15222-3779

461444507
461444606
461444705
461444309
G01452-02 (12/95)

RECYCLED PAPER



President's Message

Dear Shareholder:

I am pleased to present the 9th Annual Report for Federated Bond Fund, formerly
known as Fortress Bond Fund, covering the twelve-month period ended October 31,
1995. This Report opens with an interview with the fund's portfolio manager,
Joseph Balestrino, Vice President, Federated Advisers, describes recent
activity in the fund's portfolio and discusses the corporate bond market. This
Report includes a series of performance charts, a complete listing of the
fund's holdings, comprehensive Financial Statements and the fund's Financial
Highlights.

The fund's portfolio of corporate bonds has benefited shareholders with it's
strong performance over the twelve-month reporting period. The fund's Fortress
Shares paid more than $13 million in dividends to shareholders, or $0.76 per
share. Fortress Share value has increased from $9.08 on the first day of the
period to $9.76 on October 31, 1995. The fund's For-tress Shares had a total
return of 16.51% based on an increase in net asset value with distributions
added.* Total fund assets increased from $146.3 million on the first day of the
period to $233.8 million on the last day.

The Class A Shares, Class B Shares, and Class C Shares paid $0.25, $0.23, and
$0.23 per share, respectively, in dividends to shareholders. For  the period
ended October 31, 1995, the share value for Class A Shares, Class B Shares, and
Class C Shares was $9.76. The total returns, based on offering price, for the
period from June 28, 1995 (the effective date), to October 31, 1995, for the
Class A Shares, Class B Shares, and Class C Shares were (0.71%), (1.91%),  and



2.66%, respectively.*

At least 65% of fund assets are invested across more than 150 investment-grade
bonds rated BBB/Baa or higher. The remaining 35% of fund assets may be invested
in high-yield securities rated BB and B. Many of its high-yield issues are
well-known companies, like Chrysler, Philip Morris,  RJR Nabisco, Paramount,
Revlon, and Dr. Pepper/7-Up. The fund's  managers diversify assets over various
issues which has helped the fund reduce the overall level of investment risk
while maintaining a very competitive dividend flow.

You'll be pleased to know that as of October 31, 1995, the fund maintained the
five-star ranking it received from Morningstar, an independent mutual fund
rating service, in the General Corporate Bond category, which contains 369
funds. This five-star rating is the highest rating on a scale of 1 (lowest) to
5 (highest).**

Thank you for participating in Federated Bond Fund. I encourage you to reinvest
your dividends. It's a convenient way to increase your opportunity to
participate in the income-earning potential of corporate bonds.

As always, we welcome your comments, questions and suggestions.

Sincerely,


J. Christopher Donahue
President
December 15, 1995




 *Performance quoted reflects past performance. Investment return and principal
  value will fluctuate, so that an investor's shares, when redeemed, may be
  worth more or less than their original cost. Total return for the one-year
  period based on offering price for Fortress Shares was 14.30%.

**Morningstar is an independent fund rating service which uses a five-star
  system to measure risk adjusted total return. Five stars, which is the highest
  ranking, means the fund ranked in the top 10% of all investment companies.
  Ratings are based on past performance and are subject to change every two
  weeks.

Investment Review

Joseph Balestrino
Vice President,
Federated Advisers

Q. Joe, will you give start with an overview of the bond market during the
twelve-month period ended October 31, 1995.

A. Overall, the bond market generated very positive returns for the fiscal year
ended October 31, 1995. The current economic expansion which started in early
1991-and resulted in significant interest rate increases in 1994-has exhibited
much slower growth characteristics for much of 1995. During the same period,
documented inflation figures and future inflation expectations have been
reduced, which has led to a relatively large decrease in interest rates over
the past fiscal year. For the twelve-month period ended October 31, 1995, rates



fell across the entire Treasury maturity spectrum with the 2-year, 10-year, and
30-year Treasury securities declining 1.30%, 1.88%, and 1.73%, respectively.

Q. Federated Bond Fund has responded to this lower interest rate environment
with impressive performance. Can you give shareholders the details?

A. Shareholders have participated in the benefits of the positive bond market,
not only over the past year, but also longer term. Annualized total returns
based on net asset value for the period ended October 31, 1995, (Fortress
Shares) were as follows: 1-year: 16.51%, 3-year: 10.72%, 5-year: 17.26%, and
since inception (5/20/87): 10.25%.* These figures compare very favorably to all
BBB Rated Debt Funds, in which Federated Bond Fund ranks 37 out of 78 funds for
the 1-year period ended October 31, 1995, and 1 out of 26 funds for the 5-year
period, according to Lipper Analytical Services, Inc.** Not to be lost in a
total return discussion is the fact that many shareholders own Federated Bond
Fund for its current income distributions, which also provide high relative
cash flows. As of October 31, 1995, the fund's daily distribution rate was
7.75% (Fortress Shares) compared to the 10-year Treasury rate which was 6.02%
on that same day. For the same period, the fund's distribution rate for Class A
Shares, Class B Shares, and Class C Shares were 7.75%, 7.01%, and 7.01%,
respectively. For the period ended October 31, 1995, the fund's SEC 30-day
yield for Fortress Shares, Class A Shares, Class B Shares, and Class C Shares
were 7.43%, 7.21%, 6.73%, and 6.74%, respectively.*

Q. What were your strategies during the period that helped the fund's
performance?

A. The major criteria that influences performance in the fund are the average



maturity/duration target and the average quality of portfolio holdings. Early
in 1995, fund management made a clear decision to lengthen maturities which had
the effect of price appreciation as interest rates fell. We also upgraded the
fund's average quality by emphasizing AAA-rated securities and decreasing the
percentage of assets rated below BBB. In a slower economic growth environment,
higher quality securities typically outperform lower quality securities. Thus,
the maturity extension and quality upgrading served to enhance the fund's
return over the past fiscal year.

Q. Federated Bond Fund has been described as a corporate bond fund with a twist
because while at least 65% of its assets are always invested in investment
grade securities, you have the option to invest in high-yield bonds. How can
this combination result in a performance advantage for shareholders?

A. While the fund has a 65% minimum allocation to investment-grade securities,
the ability to access the lower rated high-yield market can and has helped the
shareholder returns. High-yield bonds are very sensitive to the fundamental
credit quality of the issuing companies,  which is to say that high-yield bonds
should typically outperform high-quality bonds in a strong economic growth
environment, and underperform in a weaker or recessionary environment. This has
been the relative experience in recent years. Since the economic expansion
began in early 1991, high-yield has outperformed high-quality from 1991 through
1994. In 1995, however, with a slower economic scenario, higher quality has
been the better performing asset class. Thus, the fund outperformed in 1994 by
investing approximately one-third of assets in high-yield securities. The
high-yield percentage has been reduced throughout 1995 down to approximately
25% of assets at October 31, 1995. To the extent that an economic slowdown is
anticipated, we will look to further upgrade overall quality.




Q. What is your outlook and strategy for the future?

A. The near-term outlook and strategy is a continuation of adjustments made
throughout the recent fiscal year. In retrospect, it is now apparent that the
large interest rate increases in 1994 represented one of the worst time periods
for high-quality bonds in financial market history. For a number of reasons,
primarily related to slower economic activity and the lack of inflation, it is
possible that the positive bond environment of the past year could continue for
the foreseeable future with stable to falling rates. As a result, fund
management anticipates that average maturities will be extended to potentially
capture the price appreciation that would result from lower interest rates. At
the same time, portfolio quality will also increase to protect against
potentially decreased credit quality in the event that the economy slows down
or heads for a recession.

 *Performance quoted represents past performance. Investment return and
  principal value will fluctuate, so that an investor's shares, when redeemed,
  may be worth more or less than their original cost. Fortress Shares total
  return, based on offering price, for the 5-year and since inception (5/20/87)
  periods ended October 31, 1995, were 17.03% and 10.12%, respectively.

**Past performance is not indicative of future results. Lipper rankings are
  based on total return and do not take sales charges into account.

Two Ways You May Seek to Invest for Success in
Federated Bond Fund



Initial Investment:

If you had made an initial investment of $9,000 in Federated Bond Fund* on
5/20/87, reinvested dividends and capital gains, and didn't redeem any shares,
your account would have been worth $20,322 on 10/31/95. You would have earned a
10.12%** average annual total return for the 9-year investment life span.

One key to investing wisely is to reinvest all distributions in fund shares.
This increases the number of shares on which you can earn future dividends, and
you gain the benefit of compounding.

As of 9/30/95, the Fortress Shares' average annual one-year, five-year, and
since inception (5/20/87) total returns were 12.68%, 15.08%, and 10.03%,
respectively. Class A Shares' total return since inception (6/28/95) was
(2.16%). Class B Shares' total return since inception (6/28/95) was (3.33%).
Class C Shares' total return since inception (6/28/95) was 1.22%.

                             [GRAPH APPEARS HERE]

*On June 15, 1992, at a Special Meeting of Shareholders, the shareholders
approved a change to the name of the fund from High Income Securities Fund to
Fortress Bond Fund, and a change to the fund's fundamental investment objective
to pursue as high a level of current income as is consistent with the
preservation of capital. This resulted in shifting the fund's focus from
investing not less than 65% of its assets in high-yield, low quality securities
to 65% of its assets in investment grade securities.

**Total return represents the change in the value of an investment after



reinvesting all income and capital gains, and takes into account the 1% sales
charge and 1% contingent deferred sales charge prior to 48 months.

Data quoted represents past performance and does not guarantee future results.
Investment return and principal value will fluctuate so an investor's shares,
when redeemed, may be worth more or less than their original cost.

Federated Bond Fund

One Step at a Time:

$1,000 invested each year for 9 years (reinvesting all dividends and capital
gains) grew to $14,795.

With this approach, the key is consistency.

If you had started investing $1,000 annually in Federated Bond Fund on 5/20/87,
reinvested your dividends and capital gains and didn't redeem any shares, you
would have invested only $9,000, but your account would have reached a total
value of $14,795* by 10/31/95. You would have earned an average annual total
return of 10.93%.

A practical investment plan helps you pursue a high level of income through
corporate bonds. Through systematic investing, you buy shares on a regular
basis and reinvest all earnings. An investment plan works for you when you
invest only $1,000 annually. You can take it one step at a time. Put time and
compounding to work!



                             [GRAPH APPEARS HERE]


*No method of investing can guarantee a profit or protect against loss in down
markets. However, by investing regularly over time and buying shares at various
prices, investors can purchase more shares at lower prices, and all accumulated
shares have the ability to pay income to the investor.

Because such a plan involves continuous investment, regardless of changing
price levels, the investor should consider whether or not to continue purchases
through periods of low price levels.

Federated Bond Fund
Hypothetical Investor Profile: Investing for High Monthly Income

John and Joan Wicker are a fictional couple who, like many other shareholders,
look for high monthly income opportunities.

John is an attorney in his late forties with an established client base. On May
20, 1987, the Wickers invested $20,000 in Federated Bond Fund.

As this chart shows, over nine years their original investment has grown to
$45,160. This represents a 10.12% average annual total return. For John and
Joan, that means extra money to supplement their daughter's college tuition.

                             [GRAPH APPEARS HERE]

This hypothetical scenario is provided for illustrative purposes only and does



not represent the result obtained by any particular shareholder. Past
performance does not guarantee future results.

Federated Bond Fund-
Serving a Wide Range of Investors

Federated Bond Fund appeals to a broad range of investors seeking a high level
of income through corporate bonds.

The fund invests primarily in a diversified portfolio of corporate bonds by
some of America's leading corporations. Fund shares are not guaranteed, and the
value of your investment may fluctuate. Mutual funds involve risk, including
possible loss of principal.

Some of the Fund's Major Shareholder Groups

Individuals and Joint Tenants               $49,941,937
IRAs

                                     35,670,278
Trusts

                                      9,034,928
Corporations

                              4,709,185



Custodians (under Uniform Gift to Minors Act)

797,477


Federated Bond Fund-
Portfolio Update

Quality Composition as of October 31, 1995

                             [GRAPH APPEARS HERE]
AAA  13.02%
AA   10.36%
A    23.97%
BBB  27.16%
BB    8.19%
B    17.30%


Federated Bond Fund-
(Class A Shares)

Growth of $10,000 Invested in
Federated Bond Fund (Class A Shares)

The graph below illustrates the hypothetical investment of $10,000 in the
Federated Bond Fund (Class A Shares) (the "Fund") from June 28, 1995 (start of
performance), to October 31, 1995, compared to the Lehman Brothers Corporate



Bond Index (LBCBI)+ and the Lipper Corporate Debt Funds BBB Rated Average
(LCDBBB).++

                             [GRAPH APPEARS HERE]


Past performance is not predictive of future performance. Your investment
return and principal value will fluctuate so when shares are redeemed, they may
be worth more or less than original cost. Mutual funds are not obligations of
or guaranteed by any bank and are not federally insured.

*Represents a hypothetical investment of $10,000 in the Fund after deducting
the maximum sales charge of 4.50% ($10,000 investment minus $450 sales charge =
$9,550). The Fund's performance assumes the reinvestment of all dividends and
distributions. The LBCBI and the LCDBBB have been adjusted to reflect
reinvestment of dividends on securities in the index and average.

**Total return quoted reflects all applicable sales charges and contingent
deferred sales charges.

+The LBCBI is not adjusted to reflect sales charges, expenses, or other fees
that the SEC requires to be reflected in the Fund's performance. This index is
unmanaged.

++The LCDBBB represents the average of the total returns reported by all of the
mutual funds designated by Lipper Analytical Services, Inc. as falling into the
category, and is not adjusted to reflect any sales charges. However, these
total returns are reported net of expenses or other fees that the SEC requires



to be reflected in a fund's performance.

Federated Bond Fund-
(Class B Shares)

Growth of $10,000 Invested in
Federated Bond Fund (Class B Shares)

The graph below illustrates the hypothetical investment of $10,000 in the
Federated Bond Fund (Class B Shares) (the "Fund") from June 28, 1995 (start of
performance), to October 31, 1995, compared to the Lehman Brothers Corporate
Bond Index (LBCBI)+ and the Lipper Corporate Debt Funds BBB Rated Average
(LCDBBB).++

                             [GRAPH APPEARS HERE]

Past performance is not predictive of future performance. Your investment
return and principal value will fluctuate so when shares are redeemed, they may
be worth more or less than original cost. Mutual funds are not obligations of
or guaranteed by any bank and are not federally insured.

*Represents a hypothetical investment of $10,000 in the Fund. The ending value
of the Fund reflects a contingent deferred sales charge of 5.50% on any
redemption less than 1 year from the purchase date. The LBCBI and the LCDBBB
have been adjusted to reflect reinvestment of dividends on securities in the
index and average.

**Total return quoted reflects all applicable sales charges and contingent



deferred sales charges.

+The LBCBI is not adjusted to reflect sales charges, expenses, or other fees
that the SEC requires to be reflected in the Fund's performance. This index is
unmanaged.

++The LCDBBB represents the average of the total returns reported by all of the
mutual funds designated by Lipper Analytical Services, Inc. as falling into the
category, and is not adjusted to reflect any sales charges. However, these
total returns are reported net of expenses or other fees that the SEC requires
to be reflected in a fund's performance.

Federated Bond Fund-
(Class C Shares)

Growth of $10,000 Invested in
Federated Bond Fund (Class C Shares)

The graph below illustrates the hypothetical investment of $10,000 in the
Federated Bond Fund (Class C Shares) (the "Fund") from June 28, 1995 (start of
performance) to October 31, 1995 compared to the Lehman Brothers Corporate Bond
Index (LBCBI)+ and the Lipper Corporate Debt Funds BBB Rated Average
(LCDBBB).++

Past performance is not predictive of future performance. Your investment
return and principal value will fluctuate so when shares are redeemed, they may
be worth more or less than original cost. Mutual funds are not obligations of
or guaranteed by any bank and are not federally insured.




*Represents a hypothetical investment of $10,000 in the Fund. The ending value
of the Fund reflects a contingent deferred sales charge of 1.00% on any
redemption less than 1 year from the purchase date. The LBCBI and the LCDBBB
have been adjusted to reflect reinvestment of dividends on securities in the
index and average.

**Total return quoted reflects all applicable sales charges and contingent
deferred sales charges.

+The LBCBI is not adjusted to reflect sales charges, expenses, or other fees
that the SEC requires to be reflected in the Fund's performance. This index is
unmanaged.

++The LCDBBB represents the average of the total returns reported by all of the
mutual funds designated by Lipper Analytical Services, Inc. as falling into the
category, and is not adjusted to reflect any sales charges. However, these
total returns are reported net of expenses or other fees that the SEC requires
to be reflected in a fund's performance.

Federated Bond Fund-
(Fortress Shares)

Growth of $10,000 Invested in
Federated Bond Fund (Fortress Shares)

The graph below illustrates the hypothetical investment of $10,000 in the
Federated Bond Fund (Fortress Shares) (the "Fund") from May 20, 1987 (start of



performance) to October 31, 1995 compared to the Lehman Brothers Corporate Bond
Index (LBCBI)+ and the Lipper Corporate Debt Funds BBB Rated Average
(LCDBBB).++

Past performance is not predictive of future performance. Your investment
return and principal value will fluctuate so when shares are redeemed, they may
be worth more or less than original cost. Mutual funds are not obligations of
or guaranteed by any bank and are not federally insured.

*Represents a hypothetical investment of $10,000 in the Fund after deducting
the maximum sales charge of 1.00% ($10,000 investment minus $100 sales charge =
$9,900). A 1.00% contingent deferred sales charge would be applied on any
redemption less than one-year from the purchase date. The Fund's performance
assumes the reinvestment of all dividends and  distributions. The LBCBI and the
LCDBBB have been adjusted to reflect reinvestment of dividends on securities in
the index and average.

**Total return quoted reflects all applicable sales charges and contingent
deferred sales charges.

+The LBCBI is not adjusted to reflect sales charges, expenses, or other fees
that the SEC requires to be reflected in the Fund's performance. This index is
unmanaged.

++The LCDBBB represents the average of the total returns reported by all of the
mutual funds designated by Lipper Analytical Services, Inc. as falling into the
category, and is not adjusted to reflect any sales charges. However, these
total returns are reported net of expenses or other fees that the SEC requires



to be reflected in a fund's performance.


Federated Bond Fund
(formerly, Fortress Bond Fund)
Portfolio of Investments
- --------------------------------------------------------------------------------
October 31, 1995



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--86.5%
- ------------------------------------------------------------------------------------------------
               AEROSPACE & DEFENSE--0.2%
               ---------------------------------------------------------------------------------
$     500,000  Tracor, Inc., Sr. Sub. Note, 10.875%, 8/15/2001                                    $      522,500
               ---------------------------------------------------------------------------------  --------------
               AIR TRANSPORTATION--1.0%
               ---------------------------------------------------------------------------------
    2,000,000  United Air Lines, Pass Thru Cert., 9.56%, 10/19/2018                                    2,239,100
               ---------------------------------------------------------------------------------  --------------
               AUTOMOTIVE--2.9%
               ---------------------------------------------------------------------------------
      500,000  Aftermarket Technology Co., Sr. Sub. Note, 12.00%, 8/1/2004                               531,250
               ---------------------------------------------------------------------------------
    3,350,000  Chrysler Corp., Deb., 12.00%, 5/1/2020                                                  5,040,980
               ---------------------------------------------------------------------------------
      250,000  Exide Corp., Sr. Note, 10.00%, 4/15/2005                                                  269,375
               ---------------------------------------------------------------------------------
      500,000  Lear Seating Corp., Sub. Note, 8.25%, 2/1/2002                                            492,500
               ---------------------------------------------------------------------------------
      500,000  Motor Wheel Corp., Sr. Note, 11.50%, 3/1/2000                                             472,500
               ---------------------------------------------------------------------------------  --------------



               Total                                                                                   6,806,605
               ---------------------------------------------------------------------------------  --------------
               BANKING--6.2%
               ---------------------------------------------------------------------------------
    2,000,000  African Development Bank, Note, 6.875%, 10/15/2015                                      1,972,640
               ---------------------------------------------------------------------------------
    3,000,000  Banco Santander, Bank Guarantee, 7.875%, 4/15/2005                                      3,210,330
               ---------------------------------------------------------------------------------
    3,000,000  Bank of Montreal, Sub. Note, 7.80%, 4/1/2007                                            3,220,500
               ---------------------------------------------------------------------------------
    2,750,000  Crestar Financial Corp., Sub. Note, 8.75%, 11/15/2004                                   3,111,322
               ---------------------------------------------------------------------------------
      250,000  Dime Bancorp, Inc., Sr. Note, 10.50%, 11/15/2005                                          280,000
               ---------------------------------------------------------------------------------
      500,000  First Nationwide Holdings, Inc., Sr. Note, 12.25%, 5/15/2001                              557,500
               ---------------------------------------------------------------------------------
    2,000,000  National Bank of Canada, Montreal, Sub. Note, 8.125%, 8/15/2004                         2,160,620
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                  14,512,912
               ---------------------------------------------------------------------------------  --------------
               BEVERAGE & TOBACCO--2.5%
               ---------------------------------------------------------------------------------
    1,750,000  Philip Morris Cos., Inc., Deb., 6.00%, 7/15/2001                                        1,700,300
               ---------------------------------------------------------------------------------
    1,250,000  RJR Nabisco, Inc., Note, 8.00%, 7/15/2001                                               1,243,275
               ---------------------------------------------------------------------------------
    2,750,000  RJR Nabisco, Inc., Note, 9.25%, 8/5/2013                                                2,783,303
               ---------------------------------------------------------------------------------  --------------



               Total                                                                                   5,726,878
               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               BROADCAST RADIO & TV--1.7%
               ---------------------------------------------------------------------------------
$     500,000  Allbritton Communication Co., Sr. Sub. Note, 11.50%, 8/15/2004                     $      535,000
               ---------------------------------------------------------------------------------
      500,000  Chancellor Broadcasting Co., Sr. Sub. Note, 12.50%, 10/1/2004                             527,500
               ---------------------------------------------------------------------------------
      500,000  Granite Broadcasting Corp., Sr. Sub. Deb., 10.375%, 5/15/2005                             516,250
               ---------------------------------------------------------------------------------
      250,000  (b)Pegasus Media, Note, 12.50%, 7/1/2005                                                  253,125
               ---------------------------------------------------------------------------------
    1,000,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                 1,062,500
               ---------------------------------------------------------------------------------
      500,000  Sinclair Broadcast Group, Sr. Sub. Note, 10.00%, 12/15/2003                               516,250
               ---------------------------------------------------------------------------------
      250,000  Sinclair Broadcast Group, Sr. Sub. Note, 10.00%, 9/30/2005                                258,125
               ---------------------------------------------------------------------------------
      250,000  Young Broadcasting, Inc., Sr. Sub. Note, 10.125%, 2/15/2005                               263,750
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   3,932,500
               ---------------------------------------------------------------------------------  --------------



               BUSINESS EQUIPMENT & SERVICES--0.2%
               ---------------------------------------------------------------------------------
      250,000  (b)Monarch Acquisition Corporation, Sr. Note, 12.50%, 7/1/2003                            261,250
               ---------------------------------------------------------------------------------
      250,000  United Stationers Supply Co., Sr. Sub. Note, 12.75%, 5/1/2005                             272,500
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                     533,750
               ---------------------------------------------------------------------------------  --------------
               CABLE TELEVISION--2.9%
               ---------------------------------------------------------------------------------
      500,000  Australis Media Limited, Unit, 0/14.00%, 5/15/2003                                        367,500
               ---------------------------------------------------------------------------------
      250,000  Bell Cablemedia PLC, Sr. Disc. Note, 0/11.95%, 7/15/2004                                  171,250
               ---------------------------------------------------------------------------------
      500,000  Cablevision Systems Co., Sr. Sub. Deb., 9.875%, 2/15/2013                                 521,875
               ---------------------------------------------------------------------------------
      275,000  CAI Wireless Systems, Inc., Sr. Note, 12.25%, 9/15/2002                                   291,500
               ---------------------------------------------------------------------------------
    2,000,000  CF Cable TV, Inc., Note, 9.125%, 7/15/2007                                              2,027,500
               ---------------------------------------------------------------------------------
      750,000  Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                        794,062
               ---------------------------------------------------------------------------------
      750,000  Diamond Cable Co., Sr. Disc. Note, 0/13.25%, 9/30/2004                                    510,000
               ---------------------------------------------------------------------------------
    1,000,000  International Cabletel, Inc., Sr. Deferred Coupon Note, 0/10.875%,
               10/15/2003                                                                                680,000
               ---------------------------------------------------------------------------------
      250,000  Le Groupe Videotron Ltee, Sr. Note, 10.625%, 2/15/2005                                    266,563



               ---------------------------------------------------------------------------------
    1,000,000  Rogers Cablesystems Ltd., Sr. Secd. Note, 9.65%, 1/15/2014                                630,691
               ---------------------------------------------------------------------------------
      450,000  TeleWest PLC, Sr. Disc. Deb., 0/11.00%, 10/1/2007                                         264,375
               ---------------------------------------------------------------------------------
$     250,000  Wireless One, Inc., Unit, 13.00%, 10/15/2003                                       $      259,688
               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               CABLE TELEVISION--CONTINUED
               ---------------------------------------------------------------------------------
               Total                                                                                   6,785,004
               ---------------------------------------------------------------------------------  --------------
               CHEMICALS & PLASTICS--3.2%
               ---------------------------------------------------------------------------------
      750,000  Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                              813,750
               ---------------------------------------------------------------------------------
    2,000,000  (b)Bayer Corp., Deb., 7.125%, 10/1/2015                                                 2,037,200
               ---------------------------------------------------------------------------------
      300,000  (b)Crain Industries, Inc., Sr. Sub. Note, 13.50%, 8/15/2005                               311,250
               ---------------------------------------------------------------------------------
      500,000  Foamex L.P., Sr. Sub. Deb., 11.875%, 10/1/2004                                            507,500
               ---------------------------------------------------------------------------------
    1,500,000  G-I Holdings, Inc., Sr. Disc. Note, 11.375% accrual, 10/1/1998                          1,125,000
               ---------------------------------------------------------------------------------
      500,000  Harris Chemical North America, Inc., Sr. Secd. Disc. Note, 0/10.25%, 7/15/2001            443,750
               ---------------------------------------------------------------------------------
      500,000  LaRoche Industries, Inc., Sr. Sub. Note, 13.00%, 8/15/2004                                533,750
               ---------------------------------------------------------------------------------



      500,000  Polymer Group, Inc., Sr. Note, 12.75%, 7/15/2002                                          518,750
               ---------------------------------------------------------------------------------
      350,000  (b)RBX Corp., Sr. Sub. Note, 11.25%, 10/15/2005                                           351,750
               ---------------------------------------------------------------------------------
      500,000  UCC Investors Holdings, Inc., Sr. Sub. Note, 11.00%, 5/1/2003                             513,750
               ---------------------------------------------------------------------------------
      375,000  Uniroyal Technology Corp., Sr. Secd. Note, 11.75%, 6/1/2003                               358,125
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   7,514,575
               ---------------------------------------------------------------------------------  --------------
               CLOTHING & TEXTILES--0.4%
               ---------------------------------------------------------------------------------
    1,000,000  WestPoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                              1,005,000
               ---------------------------------------------------------------------------------  --------------
               CONGLOMERATES--2.1%
               ---------------------------------------------------------------------------------
      950,000  Leucadia National Corp., Sr. Sub. Note, 8.25%, 6/15/2005                                  986,622
               ---------------------------------------------------------------------------------
    2,750,000  Leucadia National Corp., Sr. Sub., 10.375%, 6/15/2002                                   2,997,500
               ---------------------------------------------------------------------------------
    1,000,000  Sherritt Gordon Ltd., Sr. Note, 9.75%, 4/1/2003                                         1,025,000
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   5,009,122
               ---------------------------------------------------------------------------------  --------------
               CONSUMER PRODUCTS--0.7%
               ---------------------------------------------------------------------------------
      650,000  (b)Herff Jones, Inc., Sr. Sub. Note, 11.00%, 8/15/2005                                    676,000
               ---------------------------------------------------------------------------------



      250,000  Hosiery Corp. of America, Inc., Sr. Sub. Note, 13.75%, 8/1/2002                           271,875
               ---------------------------------------------------------------------------------
$     400,000  ICON Health & Fitness, Inc., Sr. Sub. Note, 13.00%, 7/15/2002                      $      430,000
               ---------------------------------------------------------------------------------
      250,000  Playtex Family Products Corp., Sr. Sub. Note, 9.00%, 12/15/2003                           226,250
               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               CONSUMER PRODUCTS--CONTINUED
               ---------------------------------------------------------------------------------
               Total                                                                                   1,604,125
               ---------------------------------------------------------------------------------  --------------
               CONTAINER & GLASS PRODUCTS--0.8%
               ---------------------------------------------------------------------------------
    1,000,000  Owens-Illinois, Inc., Sr. Sub. Note, 9.75%, 8/15/2004                                   1,040,000
               ---------------------------------------------------------------------------------
      350,000  Portola Packaging Inc., Sr. Note, 10.75%, 10/1/2005                                       360,500
               ---------------------------------------------------------------------------------
      500,000  U.S. Can Co., Sr. Sub. Note, 13.50%, 1/15/2002                                            548,750
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   1,949,250
               ---------------------------------------------------------------------------------  --------------
               COSMETICS & TOILETRIES--0.1%
               ---------------------------------------------------------------------------------
      300,000  Revlon Worldwide Corp., Sr. Secd. Note, Series B, 12.00% accrual,
               3/15/1998                                                                                 224,250
               ---------------------------------------------------------------------------------  --------------
               ECOLOGICAL SERVICES & EQUIPMENT--2.3%



               ---------------------------------------------------------------------------------
      500,000  Allied Waste Industries, Inc., Sr. Sub. Note, 12.00%, 2/1/2004                            537,500
               ---------------------------------------------------------------------------------
    1,000,000  ICF Kaiser International, Inc., Sr. Sub. Note, 12.00%, 12/31/2003                         940,000
               ---------------------------------------------------------------------------------
      500,000  Mid-American Waste Systems, Inc., Sr. Sub. Note, 12.25%, 2/15/2003                        507,500
               ---------------------------------------------------------------------------------
    2,900,000  Waste Management, Inc., Deb., 8.75%, 5/1/2018                                           3,315,280
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   5,300,280
               ---------------------------------------------------------------------------------  --------------
               EDUCATION--1.0%
               ---------------------------------------------------------------------------------
    2,050,000  Harvard University, Deb., 8.125%, 4/15/2007                                             2,309,694
               ---------------------------------------------------------------------------------  --------------
               FARMING & AGRICULTURE--0.1%
               ---------------------------------------------------------------------------------
      250,000  Spreckels Industries, Inc., Sr. Secd. Note, 11.50%, 9/1/2000                              239,375
               ---------------------------------------------------------------------------------  --------------
               FINANCIAL INTERMEDIARIES--4.9%
               ---------------------------------------------------------------------------------
    3,275,000  American General Corp., S.F. Deb., 9.625%, 2/1/2018                                     3,602,205
               ---------------------------------------------------------------------------------
    1,000,000  Donaldson, Lufkin and Jenrette Securities Corp., Note, 6.875%,
               11/1/2005                                                                                 994,390
               ---------------------------------------------------------------------------------
    2,000,000  Green Tree Financial Corp., Sr. Sub. Note, 10.25%, 6/1/2002                             2,388,620
               ---------------------------------------------------------------------------------



    2,400,000  Lehman Brothers Holdings, Inc., Note, 5.04%, 12/15/1996                                 2,366,616
               ---------------------------------------------------------------------------------
$   2,000,000  Merrill Lynch & Co., Inc., Medium Term Note, 7.25%, 6/14/2004                      $    2,029,860
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                  11,381,691
               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               FOOD & DRUG RETAILERS--CONTINUED
               ---------------------------------------------------------------------------------
               FOOD & DRUG RETAILERS--2.0%
               ---------------------------------------------------------------------------------
    3,575,000  Hook-Superx, Inc., Sr. Note, 10.125%, 6/1/2002                                          3,902,041
               ---------------------------------------------------------------------------------
      500,000  Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003                                    497,500
               ---------------------------------------------------------------------------------
      350,000  Ralph's Grocery, Sr. Note, 10.45%, 6/15/2004                                              351,750
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   4,751,291
               ---------------------------------------------------------------------------------  --------------
               FOOD PRODUCTS--3.7%
               ---------------------------------------------------------------------------------
      500,000  Curtice-Burns Foods, Inc., Sr. Sub. Note, 12.25%, 2/1/2005                                521,250
               ---------------------------------------------------------------------------------
      375,000  Doskocil Cos., Inc., Sr. Sub. Note, 9.75%, 7/15/2000                                      367,500
               ---------------------------------------------------------------------------------
    3,375,000  Dr. Pepper/Seven-Up Cos., Inc., Sr. Sub. Disc. Note, 0/11.50%,
               11/1/2002                                                                               3,107,869



               ---------------------------------------------------------------------------------
      500,000  Grand Metropolitan Investment Corp., 8.13% accrual, 1/6/2004                              290,370
               ---------------------------------------------------------------------------------
    2,000,000  Nabisco, Inc., Deb., 7.55%, 6/15/2015                                                   2,007,040
               ---------------------------------------------------------------------------------
    1,000,000  PMI Acquisition Corp., Sr. Sub. Note, 10.25%, 9/1/2003                                  1,030,000
               ---------------------------------------------------------------------------------
    2,000,000  Specialty Foods Acquisition Corp., Sr. Secd. Disc. Deb., 0/13.00%,
               8/15/2005                                                                                 952,500
               ---------------------------------------------------------------------------------
      275,000  (b)Van de Kamp's, Inc., Sr. Sub. Note, 12.00%, 9/15/2005                                  283,250
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   8,559,779
               ---------------------------------------------------------------------------------  --------------
               FOOD SERVICES--1.9%
               ---------------------------------------------------------------------------------
      250,000  Flagstar Corp., Sr. Note, 10.75%, 9/15/2001                                               233,750
               ---------------------------------------------------------------------------------
      500,000  Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                              457,500
               ---------------------------------------------------------------------------------
      250,000  Flagstar Corp., Sr. Sub. Deb., 11.25%, 11/1/2004                                          181,250
               ---------------------------------------------------------------------------------
    3,250,000  Super Rite Foods Holdings Corp., Sr. Sub. Note, 10.625%, 4/1/2002                       3,575,000
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   4,447,500
               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               FOREST PRODUCTS--0.9%
               ---------------------------------------------------------------------------------
$     500,000  Domtar, Inc., Deb., 11.25%, 9/15/2017                                              $      532,500
               ---------------------------------------------------------------------------------
      275,000  Repap New Brunswick, 1st Priority Sr. Secd. Note, 9.875%, 7/15/2000                       282,219
               ---------------------------------------------------------------------------------
      500,000  Riverwood International Corp., Sr. Sub. Note, 11.25%, 6/15/2002                           536,250
               ---------------------------------------------------------------------------------
      250,000  S. D. Warren Co., Sr. Sub. Note, 12.00%, 12/15/2004                                       278,750
               ---------------------------------------------------------------------------------
      500,000  Stone Container Corp., Sr. Note, 11.50%, 10/1/2004                                        523,750
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   2,153,469
               ---------------------------------------------------------------------------------  --------------
               HEALTH SERVICES--2.4%
               ---------------------------------------------------------------------------------
    3,000,000  Columbia/HCA Healthcare Corp., Note, 9.00%, 12/15/2014                                  3,580,290
               ---------------------------------------------------------------------------------
    2,000,000  Employee Benefit Plans, Inc., Conv. Deb., 6.75%, 7/31/2006                              2,002,500
               ---------------------------------------------------------------------------------  --------------



               Total                                                                                   5,582,790
               ---------------------------------------------------------------------------------  --------------
               HEALTHCARE--0.5%
               ---------------------------------------------------------------------------------
      586,839  AmeriSource Health Corp., Sr. Deb., 11.25%, 7/15/2005                                     642,589
               ---------------------------------------------------------------------------------
      500,000  Tenet Healthcare Corp., Sr. Sub. Note, 10.125%, 3/1/2005                                  540,000
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   1,182,589
               ---------------------------------------------------------------------------------  --------------
               HOME PRODUCTS & FURNISHINGS--0.6%
               ---------------------------------------------------------------------------------
    1,000,000  American Standard, Inc., Sr. Sub. Disc. Deb., 0/10.50%, 6/1/2005                          845,000
               ---------------------------------------------------------------------------------
      500,000  Triangle Pacific Corp., Sr. Note, 10.50%, 8/1/2003                                        525,000
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   1,370,000
               ---------------------------------------------------------------------------------  --------------
               HOTELS, MOTELS, INNS & CASINOS--0.2%
               ---------------------------------------------------------------------------------
      500,000  Motels of America, Inc., Sr. Sub. Note, 12.00%, 4/15/2004                                 504,375
               ---------------------------------------------------------------------------------  --------------
               INDUSTRIAL PRODUCTS & EQUIPMENT--3.6%
               ---------------------------------------------------------------------------------
      500,000  (b)Cabot Safety Acquisition Corp., Sr. Sub. Note, 12.50%, 7/15/2005                       525,000
               ---------------------------------------------------------------------------------
    3,150,000  Joy Technologies, Inc., Sr. Note, 10.25%, 9/1/2003                                      3,541,419
               ---------------------------------------------------------------------------------



    4,235,000  Varity Corp., Sr. Note, 11.375%, 11/15/1998                                             4,445,014
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   8,511,433
               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               INSURANCE--7.6%
               ---------------------------------------------------------------------------------
$   3,000,000  Allmerica Financial Corp., Sr. Note, 7.625%, 10/15/2025                            $    3,044,280
               ---------------------------------------------------------------------------------
    3,500,000  CNA Financial Corp., Deb., 7.25%, 11/15/2023                                            3,324,440
               ---------------------------------------------------------------------------------
    1,250,000  Continental Corp., Note, 8.25%, 4/15/1999                                               1,315,137
               ---------------------------------------------------------------------------------
    3,000,000  Delphi Financial Group, Inc., Note, 8.00%, 10/1/2003                                    2,880,900
               ---------------------------------------------------------------------------------
    3,000,000  (b)Principal Mutual Life Insurance Co., Note, 8.00%, 3/1/2044                           2,977,860
               ---------------------------------------------------------------------------------
    3,000,000  Sunamerica, Inc., Deb., 8.125%, 4/28/2023                                               3,116,820
               ---------------------------------------------------------------------------------
    1,000,000  Sunamerica, Inc., Medium Term Note, 7.34%, 8/30/2005                                    1,030,933
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                  17,690,370
               ---------------------------------------------------------------------------------  --------------
               LEISURE & ENTERTAINMENT--1.4%
               ---------------------------------------------------------------------------------



      250,000  Affinity Group, Inc., Sr. Sub. Note, 11.50%, 10/15/2003                                   252,500
               ---------------------------------------------------------------------------------
      200,000  Alliance Entertainment Corp., Sr. Sub. Note, 11.25%, 7/15/2005                            202,000
               ---------------------------------------------------------------------------------
    2,000,000  Paramount Communications, Inc., Sr. Deb., 8.25%, 8/1/2022                               1,998,680
               ---------------------------------------------------------------------------------
      200,000  (b)Premier Parks, Inc., Sr. Note, 12.00%, 8/15/2003                                       209,000
               ---------------------------------------------------------------------------------
      700,000  (b)Six Flags Theme Parks, Sr. Sub. Disc. Note, 0/12.25%, 6/15/2005                        554,750
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   3,216,930
               ---------------------------------------------------------------------------------  --------------
               MACHINERY & EQUIPMENT--0.2%
               ---------------------------------------------------------------------------------
      250,000  Primeco Inc., Sr. Sub. Note, 12.75%, 3/1/2005                                             260,000
               ---------------------------------------------------------------------------------
      300,000  Waters Corp., Sr. Sub. Note, 12.75%, 9/30/2004                                            330,750
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                     590,750
               ---------------------------------------------------------------------------------  --------------
               METALS & MINING--2.5%
               ---------------------------------------------------------------------------------
    2,500,000  Magma Copper Co., Sr. Sub. Note, 12.00%, 12/15/2001                                     2,743,750
               ---------------------------------------------------------------------------------
    3,000,000  Santa Fe Pacific Gold, Note, 8.375%, 7/1/2005                                           3,030,000
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   5,773,750
               ---------------------------------------------------------------------------------  --------------



               OIL & GAS--6.0%
               ---------------------------------------------------------------------------------
    2,710,000  Ashland, Inc., Deb., 11.125%, 10/15/2017                                                3,084,251
               ---------------------------------------------------------------------------------
      750,000  Falcon Drilling Co., Inc., Sr. Note, 9.75%, 1/15/2001                                     765,000
               ---------------------------------------------------------------------------------
$     500,000  Giant Industries, Inc., Sr. Sub. Note, 9.75%, 11/15/2003                           $      508,750
               ---------------------------------------------------------------------------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               OIL & GAS--CONTINUED
               ---------------------------------------------------------------------------------
      500,000  H.S. Resources, Inc., Sr. Sub. Note, 9.875%, 12/1/2003                                    495,000
               ---------------------------------------------------------------------------------
    2,375,000  Occidental Petroleum Corp., Sr. Note, 11.75%, 3/15/2011                                 2,542,081
               ---------------------------------------------------------------------------------
    2,500,000  Sun Co., Inc., Deb., 9.375%, 6/1/2016                                                   2,880,800
               ---------------------------------------------------------------------------------
    1,500,000  Tosco Corp., 1st Mtg. Bond, 8.25%, 5/15/2003                                            1,631,595
               ---------------------------------------------------------------------------------
    1,300,000  Tosco Corp., 1st Mtg. Bond, 9.00%, 3/15/1997                                            1,347,502
               ---------------------------------------------------------------------------------
      500,000  Triton Energy Corp., Sr. Sub. Disc. Note, 0/9.75%, 12/15/2000                             466,250
               ---------------------------------------------------------------------------------
      250,000  United Meridian Corp., Sr. Sub. Note, 10.375%, 10/15/2005                                 255,625
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                  13,976,854
               ---------------------------------------------------------------------------------  --------------
               PRINTING & PUBLISHING--1.9%
               ---------------------------------------------------------------------------------



      500,000  Affiliated Newspaper, Sr. Disc. Note, 0/13.25%, 7/1/2006                                  292,500
               ---------------------------------------------------------------------------------
      250,000  Garden State Newspapers, Inc., Sr. Sub. Note, 12.00%, 7/1/2004                            251,875
               ---------------------------------------------------------------------------------
    1,000,000  News America Holdings, Inc., Deb., 7.70%, 10/30/2025                                      992,100
               ---------------------------------------------------------------------------------
    3,000,000  News America Holdings, Inc., Deb., 7.75%, 1/20/2024                                     3,000,150
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   4,536,625
               ---------------------------------------------------------------------------------  --------------
               REAL ESTATE--0.1%
               ---------------------------------------------------------------------------------
      250,000  Trizec Finance Ltd., Sr. Note, 10.875%, 10/15/2005                                        253,438
               ---------------------------------------------------------------------------------  --------------
               RETAILERS--2.3%
               ---------------------------------------------------------------------------------
    1,000,000  Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003                                    935,000
               ---------------------------------------------------------------------------------
    3,000,000  May Department Stores Co., Deb., 8.125%, 8/15/2035                                      3,263,550
               ---------------------------------------------------------------------------------
    1,000,000  Penney (J.C.) Co., Inc., S.F. Deb., 9.75%, 6/15/2021                                    1,169,420
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   5,367,970
               ---------------------------------------------------------------------------------  --------------
               SOVEREIGN GOVERNMENT--10.5%
               ---------------------------------------------------------------------------------
    2,000,000  Canada-Govt. of, Deb., 6.375%, 7/21/2005                                                2,000,480
               ---------------------------------------------------------------------------------



    3,500,000  (b)Freeport Terminal(Malta) Ltd., Gtd. Global Note, 7.50%, 3/29/2004                    3,671,290
               ---------------------------------------------------------------------------------
    2,000,000  Hydro-Quebec, Local Gov't. Guarantee, 9.375%, 4/15/2030                                 2,470,860
               ---------------------------------------------------------------------------------
$   3,500,000  Kingdom of Sweden, Deb., 10.25%, 11/1/2015                                         $    4,565,470
               ---------------------------------------------------------------------------------
    1,400,000  New Zealand Government, Deb., 10.50%, 7/16/2000                                         1,517,303
               ---------------------------------------------------------------------------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT                                                                                             VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               SOVEREIGN GOVERNMENT--CONTINUED
               ---------------------------------------------------------------------------------
    1,525,000  Province of Ontario, Local Gov't. Guarantee, 17.00%, 11/5/2011                          1,785,745
               ---------------------------------------------------------------------------------
    1,500,000  Province of Quebec, Deb., 13.25%, 9/15/2014                                             1,903,755
               ---------------------------------------------------------------------------------
    2,000,000  Republic of Colombia, Note, 8.75%, 10/6/1999                                            2,094,820
               ---------------------------------------------------------------------------------
    1,700,000  Republic of South Africa, Global Bond Deb., 9.625%, 12/15/1999                          1,804,125
               ---------------------------------------------------------------------------------
    2,500,000  Victoria Public Authority, Local Gov't. Guarantee, 8.25%, 1/15/2002                     2,723,437
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                  24,537,285
               ---------------------------------------------------------------------------------  --------------
               STEEL--0.9%
               ---------------------------------------------------------------------------------
      250,000  Armco, Inc., Sr. Note, 9.375%, 11/1/2000                                                  247,500
               ---------------------------------------------------------------------------------
    1,250,000  EnviroSource, Inc., Sr. Note, 9.75%, 6/15/2003                                          1,123,437
               ---------------------------------------------------------------------------------



      500,000  Geneva Steel Co., Sr. Note, 11.125%, 3/15/2001                                            392,500
               ---------------------------------------------------------------------------------
      400,000  GS Technologies Operating Co., Inc., Sr. Note, 12.00%, 9/1/2004                           401,000
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   2,164,437
               ---------------------------------------------------------------------------------  --------------
               SURFACE TRANSPORTATION--1.2%
               ---------------------------------------------------------------------------------
      500,000  Gearbulk Holding Limited, Sr. Note, 11.25%, 12/1/2004                                     532,500
               ---------------------------------------------------------------------------------
    1,000,000  Sea Containers Ltd., Sr. Note, 9.50%, 7/1/2003                                            987,500
               ---------------------------------------------------------------------------------
      500,000  Trans Ocean Container Corp., Sr. Sub. Note, 12.25%, 7/1/2004                              518,750
               ---------------------------------------------------------------------------------
      750,000  Trism, Inc., Sr. Sub. Note, 10.75%, 12/15/2000                                            738,750
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   2,777,500
               ---------------------------------------------------------------------------------  --------------
               TELECOMMUNICATIONS & CELLULAR--2.5%
               ---------------------------------------------------------------------------------
      500,000  Cellular Communications International, Inc., Unit, 13.25% accrual,
               8/15/2000                                                                                 293,750
               ---------------------------------------------------------------------------------
      500,000  (b)IXC Communications, Inc., Sr. Note, 13.00%, 10/1/2005                                  511,250
               ---------------------------------------------------------------------------------
      500,000  MetroCall, Inc., Sr. Sub. Note, 10.375%, 10/1/2007                                        515,000
               ---------------------------------------------------------------------------------
    1,000,000  PanAmSat, L.P., Sr. Sub. Disc. Note, 0/11.375%, 8/1/2003                                  795,000



               ---------------------------------------------------------------------------------
$     150,000  Peoples Telephone Co., Sr. Note, 12.25%, 7/15/2002                                 $      146,250
               ---------------------------------------------------------------------------------
      250,000  ProNet, Inc., Sr. Sub. Note, 11.875%, 6/15/2005                                           267,500
               ---------------------------------------------------------------------------------
    3,000,000  Tele-Communications, Inc., Note, 6.82%, 9/15/1998                                       3,021,300
               ---------------------------------------------------------------------------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT
  OR SHARES                                                                                           VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
CORPORATE BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
               TELECOMMUNICATIONS & CELLULAR--CONTINUED
               ---------------------------------------------------------------------------------
      250,000  USA Mobile Communications, Inc., Sr. Note, 9.50%, 2/1/2004                                239,375
               ---------------------------------------------------------------------------------  --------------
               Total                                                                                   5,789,425
               ---------------------------------------------------------------------------------  --------------
               UTILITIES--0.4%
               ---------------------------------------------------------------------------------
    1,000,000  California Energy Co., Inc., Sr. Disc. Note, 0/10.25%, 1/15/2004                          907,500
               ---------------------------------------------------------------------------------  --------------
               TOTAL CORPORATE BONDS (IDENTIFIED COST $197,769,120)                                  202,242,671
               ---------------------------------------------------------------------------------  --------------
PREFERRED STOCKS--0.1%
- ------------------------------------------------------------------------------------------------
               PRINTING & PUBLISHING--0.1%
               ---------------------------------------------------------------------------------
        2,573  K-III Communications Corp., PIK Pfd., Series B, 11.625%                                   253,406
               ---------------------------------------------------------------------------------  --------------
               TOTAL PREFERRED STOCKS (IDENTIFIED COST $244,438)                                         253,406



               ---------------------------------------------------------------------------------  --------------
COMMON STOCKS--0.1%
- ------------------------------------------------------------------------------------------------
               CHEMICALS & PLASTICS--0.0%
               ---------------------------------------------------------------------------------
        3,750  Uniroyal Technology Corp., Warrants                                                        11,250
               ---------------------------------------------------------------------------------  --------------
               CONSUMER PRODUCTS--0.0%
               ---------------------------------------------------------------------------------
          400  (b)IHF Capital, Inc., Warrants                                                             12,000
               ---------------------------------------------------------------------------------  --------------
               ECOLOGICAL SERVICES & EQUIPMENT--0.0%
               ---------------------------------------------------------------------------------
        4,800  ICF Kaiser International, Inc., Warrants                                                    3,000
               ---------------------------------------------------------------------------------  --------------
               FOOD & DRUG RETAILERS--0.1%
               ---------------------------------------------------------------------------------
       17,674  Grand Union Co.                                                                           189,995
               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT
  OR SHARES                                                                                           VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
COMMON STOCKS--CONTINUED
- ------------------------------------------------------------------------------------------------
               PRINTING & PUBLISHING--0.0%
               ---------------------------------------------------------------------------------
          500  (a)Affiliated Newspaper                                                            $       15,000
               ---------------------------------------------------------------------------------  --------------
               TOTAL COMMON STOCKS (IDENTIFIED COST $1,075,158)                                          231,245
               ---------------------------------------------------------------------------------  --------------
ASSET-BACKED SECURITIES--3.5%
- ------------------------------------------------------------------------------------------------
               STRUCTURED PRODUCT--3.5%
               ---------------------------------------------------------------------------------
$   1,000,000  Discover Card Trust 1991-B, Class B, 8.85%, 8/16/1996                                   1,024,860
               ---------------------------------------------------------------------------------
    1,000,000  GE Capital Home Equity Loan 1991-1, Class B, 8.70%, 5/23/1997                           1,030,250
               ---------------------------------------------------------------------------------
    1,000,000  Green Tree Financial Corp. 1992-2, Class B, 9.15%, 1/15/2018                            1,102,720
               ---------------------------------------------------------------------------------
    1,000,000  Merrill Lynch Mortgage Investment, Inc. 1988-H, Class B, 9.70%,
               4/17/1999                                                                               1,063,750
               ---------------------------------------------------------------------------------



    3,000,000  Prudential Home Mortgage Security 1993-32, Class A-6, 7.50%,
               10/25/2022                                                                              2,990,850
               ---------------------------------------------------------------------------------
    1,000,000  Residential Funding Corp. 1993-S26, Class A10, 7.50%, 7/25/2023                           996,140
               ---------------------------------------------------------------------------------  --------------
               TOTAL ASSET-BACKED SECURITIES (IDENTIFIED COST $8,062,812)                              8,208,570
               ---------------------------------------------------------------------------------  --------------
MORTGAGE-BACKED SECURITIES--2.1%
- ------------------------------------------------------------------------------------------------
               GOVERNMENT AGENCY--2.1%
               ---------------------------------------------------------------------------------
    2,000,000  Federal Home Loan Mortgage Corp., Pool C00426, 7.00%, 10/1/2025                         1,985,600
               ---------------------------------------------------------------------------------
    2,937,333  Government National Mortgage Association, Pool 418781, 7.00%,
               9/15/2025                                                                               2,918,945
               ---------------------------------------------------------------------------------  --------------
               TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST $4,879,298)                           4,904,545
               ---------------------------------------------------------------------------------  --------------
MUNICIPAL SECURITIES--2.9%
- ------------------------------------------------------------------------------------------------
    2,000,000  Pittsburgh, PA Urban Redevelopment Authority, 9.07% Bonds (CGIC GTD), 9/1/2014          2,303,000
               ---------------------------------------------------------------------------------
    2,000,000  SEPTA, Series B, 8.75% BONDs (FGIC GTD), 3/1/2020                                       2,239,800
               ---------------------------------------------------------------------------------
    2,080,000  Tampa Florida Sports Authority, 8.02% BONDs (MBIA Insurance Corporation GTD),
               10/1/2026                                                                               2,257,154
               ---------------------------------------------------------------------------------  --------------
               TOTAL MUNICIPAL SECURITIES (IDENTIFIED COST $6,314,920)                                 6,799,954



               ---------------------------------------------------------------------------------  --------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
  PRINCIPAL
   AMOUNT
  OR SHARES                                                                                           VALUE
<C>            <S>                                                                                <C>
- -------------  ---------------------------------------------------------------------------------  --------------
U.S. GOVERNMENT OBLIGATIONS--0.5%
- ------------------------------------------------------------------------------------------------
$   1,000,000  United States Treasury Bond, 6.875%, 8/15/2025 (IDENTIFIED COST $998,789)          $    1,074,090
               ---------------------------------------------------------------------------------  --------------
(C) REPURCHASE AGREEMENT--1.7%
- ------------------------------------------------------------------------------------------------
    3,875,000  J.P. Morgan Securities, Inc., 5.90%, dated 10/31/1995, due 11/1/1995 (AT
               AMORTIZED COST)                                                                         3,875,000
               ---------------------------------------------------------------------------------  --------------
               TOTAL INVESTMENTS (IDENTIFIED COST $223,219,535)(D)                                $  227,589,481
               ---------------------------------------------------------------------------------  --------------
</TABLE>





(a) Non-income producing security.

(b) Denotes a restricted security which is subject to restrictions on resale
    under Federal Securities laws. These securities have been determined to be
    liquid under criteria established by the Board of Trustees. At the end of
    the period, these securities amounted to $12,634,975 which represents 5.4%
    of net assets.

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

(d) The cost of investments for federal tax purposes amounts to $223,228,055.
    The net unrealized appreciation of investments on a federal tax basis
    amounts to $4,361,426 which is comprised of $7,249,769 appreciation and
    $2,888,343 depreciation at October 31, 1995.

Note: The categories of investments are shown as a percentage of net assets
      ($233,847,549) at October 31, 1995.

The following acronyms are used throughout this portfolio:

CGIC--Capital Guaranty Insurance Corporation
FGIC--Financial Guaranty Insurance Company
GTD--Guaranty



MBIA--Municipal Bond Investors Assurance
PIK--Payment in Kind
PLC--Public Limited Company

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



Federated Bond Fund
(formerly, Fortress Bond Fund)
Statement of Assets and Liabilities
- --------------------------------------------------------------------------------
October 31, 1995



<TABLE>
<S>                                                                                         <C>        <C>
ASSETS:
- -----------------------------------------------------------------------------------------------------
Total investments in securities, at value (identified cost: $223,219,535, and tax cost: $223,228,055)  $227,589,481
- -----------------------------------------------------------------------------------------------------
Income receivable                                                                                        4,623,997
- -----------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                            336,938
- -----------------------------------------------------------------------------------------------------
Receivable for shares sold                                                                               3,382,967
- -----------------------------------------------------------------------------------------------------  -----------
    Total assets                                                                                       235,933,383
- -----------------------------------------------------------------------------------------------------
LIABILITIES:
- ------------------------------------------------------------------------------------------
Payable for investments purchased                                                           $ 782,486
- ------------------------------------------------------------------------------------------
Payable for shares redeemed                                                                   374,820
- ------------------------------------------------------------------------------------------
Income distribution payable                                                                   742,243
- ------------------------------------------------------------------------------------------
Payable to Bank                                                                                45,029
- ------------------------------------------------------------------------------------------
Accrued expenses                                                                              141,256
- ------------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                    2,085,834
- -----------------------------------------------------------------------------------------------------  -----------



NET ASSETS for 23,956,948 shares outstanding                                                           $233,847,549
- -----------------------------------------------------------------------------------------------------  -----------
NET ASSETS CONSIST OF:
- -----------------------------------------------------------------------------------------------------
Paid in capital                                                                                        $232,337,947
- -----------------------------------------------------------------------------------------------------
Net unrealized appreciation of investments                                                               4,369,815
- -----------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments                                                            (3,445,406)
- -----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        585,193
- -----------------------------------------------------------------------------------------------------  -----------
    Total Net Assets                                                                                   $233,847,549
- -----------------------------------------------------------------------------------------------------  -----------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
- -----------------------------------------------------------------------------------------------------
CLASS A SHARES:
- -----------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($5,069,511 / 519,301 shares outstanding)                                          $9.76
- -----------------------------------------------------------------------------------------------------  -----------
Offering Price Per Share (100/95.50 of $9.76)*                                                              $10.22
- -----------------------------------------------------------------------------------------------------  -----------
Redemption Proceeds Per Share (99.50/100 of $9.76)**                                                         $9.71
- -----------------------------------------------------------------------------------------------------  -----------
CLASS B SHARES:
- -----------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($27,767,786 / 2,845,544 shares outstanding)                                       $9.76
- -----------------------------------------------------------------------------------------------------  -----------



Offering Price Per Share                                                                                     $9.76
- -----------------------------------------------------------------------------------------------------  -----------
Redemption Proceeds Per Share (94.50/100 of $9.76)**                                                         $9.22
- -----------------------------------------------------------------------------------------------------  -----------
CLASS C SHARES:
- -----------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($5,507,776 / 564,130 shares outstanding)                                          $9.76
- -----------------------------------------------------------------------------------------------------  -----------
Offering Price Per Share                                                                                     $9.76
- -----------------------------------------------------------------------------------------------------  -----------
Redemption Proceeds Per Share (99.00/100 of $9.76)**                                                         $9.66
- -----------------------------------------------------------------------------------------------------  -----------
FORTRESS SHARES:
- -----------------------------------------------------------------------------------------------------
Net Asset Value Per Share ($195,502,476 / 20,027,973 shares outstanding)                                     $9.76
- -----------------------------------------------------------------------------------------------------  -----------
Offering Price Per Share (100/99.00 of $9.76)*                                                               $9.86
- -----------------------------------------------------------------------------------------------------  -----------
Redemption Proceeds Per Share (99.00/100 of $9.76)**                                                         $9.66
- -----------------------------------------------------------------------------------------------------  -----------
</TABLE>





 * See "Investing in Class A Shares" and "Investing in Fortress Shares" in the
   Prospectus.

** See "Contingent Deferred Sales Charge" in the Prospectuses.

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


Federated Bond Fund
(formerly, Fortress Bond Fund)
Statement of Operations
- --------------------------------------------------------------------------------
Year Ended October 31, 1995



<TABLE>
<S>                                                                            <C>        <C>         <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------------------
Dividends                                                                                             $    83,001
- ----------------------------------------------------------------------------------------------------
Interest                                                                                               15,558,845
- ----------------------------------------------------------------------------------------------------  -----------
    Total income                                                                                       15,641,846
- ----------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------
Investment advisory fee                                                                   $1,271,771
- ----------------------------------------------------------------------------------------
Administrative personnel and services fee                                                    156,316
- ----------------------------------------------------------------------------------------
Custodian fees                                                                                33,089
- ----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                     158,477
- ----------------------------------------------------------------------------------------
Directors'/Trustees' fees                                                                      3,616
- ----------------------------------------------------------------------------------------
Auditing fees                                                                                 12,992
- ----------------------------------------------------------------------------------------
Legal fees                                                                                     4,469
- ----------------------------------------------------------------------------------------
Portfolio accounting fees                                                                     74,242
- ----------------------------------------------------------------------------------------



Distribution services fee--Class B Shares                                                     25,234
- ----------------------------------------------------------------------------------------
Distribution services fee--Class C Shares                                                      5,595
- ----------------------------------------------------------------------------------------
Shareholder services fee--Class A Shares                                                       1,478
- ----------------------------------------------------------------------------------------
Shareholder services fee--Class B Shares                                                       8,411
- ----------------------------------------------------------------------------------------
Shareholder services fee--Class C Shares                                                       1,865
- ----------------------------------------------------------------------------------------
Shareholder services fee--Fortress Shares                                                    387,412
- ----------------------------------------------------------------------------------------
Share registration costs                                                                      81,658
- ----------------------------------------------------------------------------------------
Printing and postage                                                                          39,580
- ----------------------------------------------------------------------------------------
Insurance premiums                                                                             6,908
- ----------------------------------------------------------------------------------------
Taxes                                                                                         18,322
- ----------------------------------------------------------------------------------------
Miscellaneous                                                                                  3,957
- ----------------------------------------------------------------------------------------  ----------
    Total expenses                                                                         2,295,392
- ----------------------------------------------------------------------------------------
Waivers--
- -----------------------------------------------------------------------------
  Waiver of investment advisory fee                                            $(505,263)
- -----------------------------------------------------------------------------



  Waiver of shareholder services fee--Class A Shares                                (296)
- -----------------------------------------------------------------------------
  Waiver of shareholder services fee--Fortress Shares                            (16,487)
- -----------------------------------------------------------------------------  ---------
    Total waivers                                                                           (522,046)
- ----------------------------------------------------------------------------------------  ----------
        Net expenses                                                                                    1,773,346
- ----------------------------------------------------------------------------------------------------  -----------
            Net investment income                                                                      13,868,500
- ----------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
- ----------------------------------------------------------------------------------------------------
Net realized loss on investments                                                                         (109,537)
- ----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation of investments                                                   12,228,666
- ----------------------------------------------------------------------------------------------------  -----------
    Net realized and unrealized gain on investments                                                    12,119,129
- ----------------------------------------------------------------------------------------------------  -----------
        Change in net assets resulting from operations                                                $25,987,629
- ----------------------------------------------------------------------------------------------------  -----------
</TABLE>





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


Federated Bond Fund
(formerly, Fortress Bond Fund)
Statement of Changes in Net Assets
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                         YEAR ENDED OCTOBER 31,
                                                                                          1995           1994
<S>                                                                                   <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------------------------
Net investment income                                                                 $  13,868,500  $  11,411,758
- ------------------------------------------------------------------------------------
Net realized gain (loss) on investments ($101,014 and $3,359,826 net losses,
respectively, as computed for federal tax purposes)                                        (109,537)    (3,358,420)
- ------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                                     12,228,666    (13,277,162)
- ------------------------------------------------------------------------------------  -------------  -------------
    Change in net assets resulting from operations                                       25,987,629     (5,223,824)
- ------------------------------------------------------------------------------------  -------------  -------------
NET EQUALIZATION CREDITS (DEBITS)--                                                         226,707         81,055
- ------------------------------------------------------------------------------------  -------------  -------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ------------------------------------------------------------------------------------
Distributions from net investment income
- ------------------------------------------------------------------------------------
  Class A Shares                                                                            (53,960)      --
- ------------------------------------------------------------------------------------
  Class B Shares                                                                           (282,414)      --
- ------------------------------------------------------------------------------------



  Class C Shares                                                                            (60,261)      --
- ------------------------------------------------------------------------------------
  Fortress Shares                                                                       (13,317,767)   (11,262,574)
- ------------------------------------------------------------------------------------
Distributions from net realized gains on investment transactions
- ------------------------------------------------------------------------------------
  Class A Shares                                                                           --             --
- ------------------------------------------------------------------------------------
  Class B Shares                                                                           --             --
- ------------------------------------------------------------------------------------
  Class C Shares                                                                           --             --
- ------------------------------------------------------------------------------------
  Fortress Shares                                                                          --           (1,863,673)
- ------------------------------------------------------------------------------------  -------------  -------------
    Change in net assets resulting from distributions to shareholders                   (13,714,402)   (13,126,247)
- ------------------------------------------------------------------------------------  -------------  -------------
SHARE TRANSACTIONS (EXCLUSIVE OF AMOUNTS ALLOCATED TO NET INVESTMENT INCOME)--
- ------------------------------------------------------------------------------------
Proceeds from sale of shares                                                            105,072,745     84,985,424
- ------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of distributions
declared                                                                                  5,532,356      4,135,607
- ------------------------------------------------------------------------------------
Cost of shares redeemed                                                                 (35,527,541)   (50,343,919)
- ------------------------------------------------------------------------------------  -------------  -------------
    Change in net assets resulting from share transactions                               75,077,560     38,777,112
- ------------------------------------------------------------------------------------  -------------  -------------
         Change in net assets                                                            87,577,494     20,508,096



- ------------------------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------------------------
Beginning of period                                                                     146,270,055    125,761,959
- ------------------------------------------------------------------------------------  -------------  -------------
End of period (including undistributed net investment income of $585,193 and
$204,388, respectively)                                                               $ 233,847,549  $ 146,270,055
- ------------------------------------------------------------------------------------  -------------  -------------
</TABLE>





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


Federated Bond Fund
(formerly, Fortress Bond Fund)
Financial Highlights--Class A Shares
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                              OCTOBER 31, 1995(A)
<S>                                                                                         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $    9.64
- ------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.26
- ------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                0.11
- ------------------------------------------------------------------------------------------           -------
  Total from investment operations                                                                      0.37
- ------------------------------------------------------------------------------------------           -------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------
  Distributions from net investment income                                                             (0.25)
- ------------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                                     --
- ------------------------------------------------------------------------------------------           -------
  Total distributions                                                                                  (0.25)
- ------------------------------------------------------------------------------------------           -------
NET ASSET VALUE, END OF PERIOD                                                                     $    9.76
- ------------------------------------------------------------------------------------------           -------
TOTAL RETURN (B)                                                                                        3.92%
- ------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS



- ------------------------------------------------------------------------------------------
  Expenses                                                                                              1.02%*
- ------------------------------------------------------------------------------------------
  Net investment income                                                                                 8.22%*
- ------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                                      0.35%*
- ------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                                                   $5,070
- ------------------------------------------------------------------------------------------
  Portfolio turnover                                                                                      77%
- ------------------------------------------------------------------------------------------
</TABLE>





 * Computed on an annualized basis.

(a) Reflects operations for the period from June 28, 1995 (date of initial
    public offering) to October 31, 1995.

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

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

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


Federated Bond Fund
(formerly, Fortress Bond Fund)
Financial Highlights--Class B Shares
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                              OCTOBER 31, 1995(A)
<S>                                                                                         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $    9.64
- ------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.24
- ------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                0.11
- ------------------------------------------------------------------------------------------           -------
  Total from investment operations                                                                      0.35
- ------------------------------------------------------------------------------------------           -------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------
  Distributions from net investment income                                                             (0.23)
- ------------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                                     --
- ------------------------------------------------------------------------------------------           -------
  Total distributions                                                                                  (0.23)
- ------------------------------------------------------------------------------------------           -------
NET ASSET VALUE, END OF PERIOD                                                                     $    9.76
- ------------------------------------------------------------------------------------------           -------
TOTAL RETURN (B)                                                                                        3.72%
- ------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS



- ------------------------------------------------------------------------------------------
  Expenses                                                                                              1.81%*
- ------------------------------------------------------------------------------------------
  Net investment income                                                                                 7.36%*
- ------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                                      0.30%*
- ------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                            $27,768
- ------------------------------------------------------------------------------------------
  Portfolio turnover                                                                                      77%
- ------------------------------------------------------------------------------------------
</TABLE>





 * Computed on an annualized basis.

(a) Reflects operations for the period from June 28, 1995 (date of initial
    public offering) to October 31, 1995.

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

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

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


Federated Bond Fund
(formerly, Fortress Bond Fund)
]Financial Highlights--Class C Shares
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                              OCTOBER 31, 1995(A)
<S>                                                                                         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $    9.64
- ------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.24
- ------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                0.11
- ------------------------------------------------------------------------------------------           -------
  Total from investment operations                                                                      0.35
- ------------------------------------------------------------------------------------------           -------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------
  Distributions from net investment income                                                             (0.23)
- ------------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                                     --
- ------------------------------------------------------------------------------------------           -------
  Total distributions                                                                                  (0.23)
- ------------------------------------------------------------------------------------------           -------
NET ASSET VALUE, END OF PERIOD                                                                     $    9.76
- ------------------------------------------------------------------------------------------           -------
TOTAL RETURN (B)                                                                                        3.72%
- ------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS



- ------------------------------------------------------------------------------------------
  Expenses                                                                                              1.81%*
- ------------------------------------------------------------------------------------------
  Net investment income                                                                                 7.31%*
- ------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                                      0.30%*
- ------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $5,508
- ------------------------------------------------------------------------------------------
  Portfolio turnover                                                                                      77%
- ------------------------------------------------------------------------------------------
</TABLE>





 * Computed on an annualized basis.

(a) Reflects operations for the period from June 28, 1995 (date of initial
    public offering) to October 31, 1995.

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

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

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


Federated Bond Fund
(formerly, Fortress Bond Fund)
Financial Highlights--Fortress Shares
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



<TABLE>
<CAPTION>
                                                     YEAR ENDED OCTOBER 31,                       YEAR ENDED DECEMBER 31,
                                            1995       1994       1993       1992(A)      1991       1990       1989       1988(B)
<S>                                       <C>        <C>        <C>        <C>          <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD      $    9.08  $   10.30  $    9.23   $    8.81   $    6.89  $    8.79  $    9.86   $   10.06
- ----------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------
  Net investment income                        0.79       0.76       0.77        0.59        1.01       1.08       1.23        0.61
- ----------------------------------------
  Net realized and unrealized gain
  (loss) on investments                        0.65      (1.09)      1.07        0.43        1.92      (1.84)     (1.07)      (0.16)
- ----------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------  -----------
  Total from investment operations             1.44      (0.33)      1.84        1.02        2.93      (0.76)      0.16        0.45
- ----------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------  -----------
LESS DISTRIBUTIONS
- ----------------------------------------
  Distributions from net investment
  income                                      (0.76)     (0.75)     (0.77)      (0.60)      (1.01)     (1.14)     (1.23)      (0.65)
- ----------------------------------------
  Distributions from net realized gain
  on investment transactions                 --          (0.14)    --          --          --         --         --          --
- ----------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------  -----------
  Total distributions                         (0.76)     (0.89)     (0.77)      (0.60)      (1.01)     (1.14)     (1.23)      (0.65)
- ----------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------  -----------
NET ASSET VALUE, END OF PERIOD            $    9.76  $    9.08  $   10.30   $    9.23   $    8.81  $    6.89  $    8.79   $    9.86
- ----------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------  -----------



TOTAL RETURN (C)                              16.51%     (3.41%)     20.61%      11.79%     44.62%     (9.59%)      1.32%      4.62%
- ----------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------
  Expenses                                     1.03%      1.05%      1.04%       0.49%*      1.00%      1.01%      1.14%      1.00%*
- ----------------------------------------
  Net investment income                        8.20%      7.92%      7.69%       8.05%*     12.17%     13.43%     12.81%     12.58%*
- ----------------------------------------
  Expense waiver/reimbursement (d)             0.31%      0.33%      0.61%       2.01%*      1.50%      1.49%      1.36%      1.00%*
- ----------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------
  Net assets, end of period (000
  omitted)                                 $195,502   $146,270   $125,762     $54,886      $6,068     $7,484     $4,734   $4,968
- ----------------------------------------
  Portfolio turnover                             77%        74%        51%         49%         33%        28%        38%      31%
- ----------------------------------------
</TABLE>





 * Computed on an annualized basis.

(a) During the ten month period, the Fund changed its fiscal year-end from
    December 31 to October 31.

(b) Reflects operations for the period from July 8, 1988 (date of initial
    public investment) to December 31, 1988.

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

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

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


Federated Bond Fund
(formerly, Fortress Bond Fund)
Notes to Financial Statements
- --------------------------------------------------------------------------------
October 31, 1995

1. ORGANIZATION

Investment Series Funds, Inc. (the "Corporation") is registered under the



Investment Company Act of 1940, as amended (the "Act"), as an open-end,
management investment company. The Corporation consists of two diversified
portfolios. The financial statements included herein are only those of Federated
Bond Fund (the "Fund"). The financial statements of the other portfolio is
presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which shares are held.
Effective June 27, 1995, the Board of Directors of the Corporation (the
"Directors") changed the name of the Fund from Fortress Bond Fund to Federated
Bond Fund. Effective June 28, 1995, the Fund added three additional classes of
shares: Class A Shares, Class B Shares, and Class C Shares. The Fund currently
offers four classes of shares: Class A Shares, Class B Shares, Class C Shares,
and Fortress Shares.

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--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. All other securities are valued at
     the prices provided by an independent pricing service.

     During the year ended October 31, 1994, the Fund changed its method of
     accounting for costing securities and calculating gains and losses for
     financial reporting purposes from the average cost method to the specific
     identification method. This accounting change resulted only in a



     reclassification between unrealized gains and losses, and therefore had no
     effect on the results from operations, net assets or net asset value per
     share. The specific identification method is the preferred method used in
     the industry and it more closely agrees with the costing method for federal
     tax purposes.

     REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS--It is the policy
     of the Fund to require the custodian bank or broker 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 is also permitted to enter into reverse repurchase agreements, in
     which the Fund sells U.S. government securities to financial institutions
     and agrees to repurchase the securities at an agreed upon price and date.


Federated Bond Fund
(formerly, Fortress Bond Fund)

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

     The Fund will only enter into repurchase and reverse repurchase agreements
     with banks and other recognized financial institutions, such as



     broker/dealers, which are deemed by the Fund's adviser to be creditworthy
     pursuant to guidelines and/or standards reviewed or established by the
     Board of Directors (the "Directors"). Risks may arise from the potential
     inability of counterparties to honor the terms of these agreements.
     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"). Dividend income and 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 October 31, 1995, the Fund, for federal tax purposes, had a capital loss
     carryforward of $3,460,840, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire as follows:



<TABLE>
<CAPTION>
                                  EXPIRATION YEAR                                        EXPIRATION AMOUNT
<S>                                                                                   <C>
2002                                                                                       $   3,359,826
- ------------------------------------------------------------------------------------
2003                                                                                       $     101,014
- ------------------------------------------------------------------------------------
</TABLE>





     EQUALIZATION--The Fund follows the accounting practice known as
     equalization. With equalization, a portion of the proceeds from sales and
     costs of redemptions of fund shares (equivalent, on a per share basis, to
     the amount of undistributed net investment income on the date of the
     transaction) is credited or charged to undistributed net investment income.

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

     RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another


Federated Bond Fund
(formerly, Fortress Bond Fund)

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



     registered offering of the securities. Many restricted securities may be
     resold in the secondary market in transactions exempt from registration.
     Such restricted securities may be determined to be liquid under criteria
     established by the Board of Trustees. The Fund will not incur any
     registration costs upon such resales. The Fund's restricted securities are
     valued at the price provided by dealers in the secondary market or, if no
     market prices are available, at the fair value as determined by the Fund's
     pricing committee. Additional information on each restricted security held
     at October 31, 1995, is as follows:



<TABLE>
<CAPTION>
                                                                                               ACQUISITION
                               SECURITY                                   ACQUISITION DATE         COST
<S>                                                                     <C>                   <C>
Pegasus Media, Note                                                       6/30/95-10/12/95     $    251,500
- ----------------------------------------------------------------------
Monarch Acquisition Corporation Sr. Note                                      6/23/95               250,000
- ----------------------------------------------------------------------
Bayer Corp., Deb.                                                             9/26/95             1,976,300
- ----------------------------------------------------------------------
Crain Industries, Inc., Sr. Sub. Note                                         8/22/95               300,000
- ----------------------------------------------------------------------
RBX Corp., Sr. Sub Note                                                       10/6/95               350,000
- ----------------------------------------------------------------------
Herff Jones, Inc., Sr. Sub. Note                                          8/14/95-10/12/95          667,609
- ----------------------------------------------------------------------
Van de Kamp's, Inc., Sr. Sub. Note                                            9/14/95               278,250
- ----------------------------------------------------------------------
Cabot Safety Acquisition Corp., Sr. Sub. Note                             6/29/95-10/17/95          512,500
- ----------------------------------------------------------------------
Principal Mutual Life Insurance Co., Note                                     8/28/95             2,847,450
- ----------------------------------------------------------------------
Premier Parks, Inc., Sr. Note,                                                8/10/95               200,000
- ----------------------------------------------------------------------
Six Flags Theme Parks, Sr. Sub. Disc. Note                                    6/16/95               512,881
- ----------------------------------------------------------------------
Freeport Terminal (Malta) Ltd., Gtd. Global Note                          3/17/95-10/6/95         3,500,366



- ----------------------------------------------------------------------
IXC Communications, Inc., Sr. Note                                            9/25/95               486,276
- ----------------------------------------------------------------------
IHF Capital, Inc., Warrants                                                   10/4/94                 7,200
- ----------------------------------------------------------------------
</TABLE>





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


Federated Bond Fund
(formerly, Fortress Bond Fund)

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

3. CAPITAL STOCK

At October 31, 1995, there were 500,000,000 shares ($0.0001 par value per share)
of capital stock of the Fund authorized as follows:



<TABLE>
<CAPTION>
                                                                                         SHARES OF PAR VALUE
CLASS NAME                                                                             CAPITAL STOCK AUTHORIZED
<S>                                                                                 <C>
Class A Shares                                                                                  25,000,000
- ----------------------------------------------------------------------------------
Class B Shares                                                                                  25,000,000
- ----------------------------------------------------------------------------------
Class C Shares                                                                                  25,000,000
- ----------------------------------------------------------------------------------
Fortress Shares                                                                                 25,000,000
- ----------------------------------------------------------------------------------
Unclassified                                                                                   400,000,000
- ----------------------------------------------------------------------------------
</TABLE>





Transactions in capital stock were as follows:



<TABLE>
<CAPTION>
                                                                PERIOD ENDED
                                                             OCTOBER 31, 1995(A)
CLASS A SHARES                                              SHARES       AMOUNT
<S>                                                       <C>         <C>
Shares sold                                                  525,834  $   5,078,460
- --------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                              4,406         42,695
- --------------------------------------------------------
Shares redeemed                                              (10,939)      (105,289)
- --------------------------------------------------------  ----------  -------------
     Net change resulting from Class A share
     transactions                                            519,301  $   5,015,866
- --------------------------------------------------------  ----------  -------------
</TABLE>




<TABLE>
<CAPTION>
                                                                PERIOD ENDED
                                                             OCTOBER 31, 1995(A)
CLASS B SHARES                                              SHARES       AMOUNT
<S>                                                       <C>         <C>
Shares sold                                                2,842,775  $  27,454,188
- --------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                             17,428        168,835
- --------------------------------------------------------
Shares redeemed                                              (14,659)      (141,896)
- --------------------------------------------------------  ----------  -------------
     Net change resulting from Class B share
     transactions                                          2,845,544  $  27,481,127
- --------------------------------------------------------  ----------  -------------
</TABLE>






Federated Bond Fund
(formerly, Fortress Bond Fund)

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



<TABLE>
<CAPTION>
                                                                  PERIOD ENDED
                                                               OCTOBER 31, 1995(A)
CLASS C SHARES                                                SHARES       AMOUNT
<S>                                                          <C>        <C>
Shares sold                                                    559,632  $  5,403,663
- -----------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                                5,231        50,591
- -----------------------------------------------------------
Shares redeemed                                                   (733)       (7,139)
- -----------------------------------------------------------  ---------  ------------
     Net change resulting from Class C share transactions      564,130  $  5,447,115
- -----------------------------------------------------------  ---------  ------------
</TABLE>




<TABLE>
<CAPTION>
                                                                YEAR ENDED                   YEAR ENDED
                                                             OCTOBER 31, 1995             OCTOBER 31, 1994
FORTRESS SHARES                                           SHARES         AMOUNT        SHARES         AMOUNT
<S>                                                     <C>          <C>             <C>          <C>
Shares sold                                               7,165,637  $   67,136,434    8,746,756  $   84,985,424
- ------------------------------------------------------
Shares issued to shareholders in
payment of distributions declared                           562,573       5,270,235      436,461       4,135,607
- ------------------------------------------------------
Shares redeemed                                          (3,810,614)    (35,273,217)  (5,284,540)    (50,343,919)
- ------------------------------------------------------  -----------  --------------  -----------  --------------
     Net change resulting from Fortress share
     transactions                                         3,917,596  $   37,133,452    3,898,677  $   38,777,112
- ------------------------------------------------------  -----------  --------------  -----------  --------------
          Net change resulting from share transactions    7,846,571  $   75,077,560    3,898,677  $   38,777,112
- ------------------------------------------------------  -----------  --------------  -----------  --------------
</TABLE>





(a) For the period from June 28, 1995 (date of initial public investment) to
    October 31, 1995.

4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Advisers, 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. The Adviser may voluntarily
choose to waive any portion of its fee and/ or reimburse certain operating
expenses of the Fund. The Adviser can modify or terminate this voluntary waiver
and/or reimbursement at any time at its sole discretion.

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


Federated Bond Fund
(formerly, Fortress Bond Fund)

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



DISTRIBUTION SERVICES FEE--The Fund has adopted a Distribution Plan (the "Plan")
pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will
compensate Federated Securities Corp. ("FSC"), the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's Class A, Class B Shares and Class C Shares. The Plan provides that
the Fund may incur distribution expenses according to the following schedule
annually, to compensate FSC.



<TABLE>
<CAPTION>
                                                                                                % OF AVG. DAILY
                                     SHARE CLASS NAME                                         NET ASSETS OF CLASS
<S>                                                                                          <C>
Class A Shares                                                                                       .25 of 1%
- -------------------------------------------------------------------------------------------
Class B Shares                                                                                       .75 of 1%
- -------------------------------------------------------------------------------------------
Class C Shares                                                                                       .75 of 1%
- -------------------------------------------------------------------------------------------
</TABLE>





For the fiscal year ended October 31, 1995, Class A Shares did not incur a
distribution services fee.

SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder Services Agreement
with Federated Shareholder Services ("FSS"), the Fund will pay FSS up to .25 of
1% of average daily net assets of the Fund shares for the period. This fee is to
obtain certain services for shareholders and to maintain shareholder accounts.
FSS may voluntarily choose to waive a portion of its fee. FSS can modify or
terminate this voluntary waiver at any time at its sole discretion.

TRANSFER AGENT 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.

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

GENERAL--Certain of the Officers and Directors of the Corporation 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
October 31, 1995, were as follows:




<TABLE>
<S>                                                                                                 <C>
- --------------------------------------------------------------------------------------------------
PURCHASES                                                                                           $  195,531,780
- --------------------------------------------------------------------------------------------------  --------------
SALES                                                                                               $  127,506,082
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>






Report of Ernst & Young LLP,
Independent Auditors

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

To the Directors and Shareholders of
INVESTMENT SERIES FUNDS, INC.:

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Federated Bond Fund (formerly, Fortress Bond
Fund), (one of the portfolios comprising Investment Series Funds, Inc.) as of
October 31, 1995, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the periods presented
therein. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of



October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Bond Fund at October 31, 1995, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the periods presented
therein, in conformity with generally accepted accounting principles.

                                                               ERNST & YOUNG LLP

Pittsburgh, Pennsylvania
December 12, 1995


Directors                              Officers

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

John F. Donahue                         John F. Donahue
Thomas G. Bigley                          Chairman
John T. Conroy, Jr.                     J. Christopher Donahue
William J. Copeland                       President
J. Christopher Donahue                  Edward C. Gonzales



James E. Dowd                             Exective Vice President
Lawrence D. Ellis, M.D.                 John W. McGonigle
Edward L. Flaherty, Jr.                   Executive Vice President and Secretary
Peter E. Madden                         Richard B. Fisher
Gregor F. Meyer                           Vice President
John E. Murray, Jr.                     David M. Taylor
Wesley W. Posvar                          Treasurer
Marjorie P. Smuts                       S. Elliott Cohan
                                          Assistant Secretary

Mutual funds are not bank deposits or obligations, are not guaranteed by any
bank, and are not insured or guaranteed by the U.S. government, the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other
government agency. Investment in mutual funds involves investment risk,
including the possible loss of principal.

This report is authorized for distribution to prospective investors only when
preceded or accompanied by the Fund's prospectus, which contains facts
concerning its objective and policies, management fees, expenses and other
information.



[LOGO OF FEDERATED FUNDS]
Federated Funds
Where Experts Invest

Federated Securities Corp. is the distributor of the fund.




A Subsidiary of Federated Investors

Federated Investors Tower
Pittsburgh, PA 15222-3779

461444507
461444606
461444705
461444309
G01452-02 (12/95)

FEDERATED BOND FUND
(FORMERLY, FORTRESS BOND FUND)
(A PORTFOLIO OF INVESTMENT SERIES FUNDS, INC.)
FORTRESS SHARES

PROSPECTUS

The shares of Federated Bond Fund (the "Fund") represent interests in a
diversified portfolio of securities which is an investment portfolio of
Investment Series Funds, Inc. (the "Corporation"), an open-end management
investment company (a mutual fund).

The investment objective of the Fund is to provide as high a level of current
income as is consistent with the preservation of capital by investing primarily
in a portfolio of investment grade bonds.



THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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


The Fund has also filed with the Securities and Exchange Commission a Statement
of Additional Information dated December 31, 1995 for Class A Shares, Class B
Shares, Class C Shares, and Fortress Shares. The information contained in the
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information or
a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge, by calling 1-800-235-4669. To obtain other
information, or make inquiries about the Fund, contact your financial
institution.


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 December 31, 1995



                               TABLE OF CONTENTS

Summary of Fund Expenses.......................................................1

Financial Highlights...........................................................2

General Information............................................................3

Investment Information.........................................................4
  Investment Objective.........................................................4
  Investment Policies..........................................................4
  Investment Risks.............................................................5
  Investment Limitations......................................................13

Net Asset Value...............................................................13

Investing in Fortress Shares..................................................14
  Share Purchases.............................................................14
  Minimum Investment Required.................................................14
  What Shares Cost............................................................14
  Eliminating the Sales Charge................................................15
  Systematic Investment Program...............................................16
  Exchange Privileges.........................................................17



  Certificates and Confirmations..............................................17
  Dividends and Distributions.................................................17
  Retirement Plans............................................................17

Redeeming Fortress Shares.....................................................18
  Through a Financial Institution.............................................18
  Contingent Deferred Sales Charge............................................19
  Systematic Withdrawal Program...............................................20
  Accounts with Low Balances..................................................20
  Exchanges for Shares of Other Funds.........................................20

Fund Information..............................................................21
  Management of the Corporation...............................................21
  Distribution of Fortress Shares.............................................22
  Administration of the Fund..................................................23

Shareholder Information.......................................................24
  Voting Rights...............................................................24

Tax Information...............................................................24
  Federal Income Tax..........................................................24
  State & Local Taxes.........................................................24

Performance Information.......................................................25

Other Classes of Shares.......................................................25

Appendix......................................................................26




Addresses.....................................................................28


                            SUMMARY OF FUND EXPENSES



<TABLE>
<S>                                                                                                     <C>        <C>
                                                      FORTRESS SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................................       1.00%
Maximum Sales Charge Imposed on Reinvested Dividends
  (as a percentage of offering price)............................................................................       None
Contingent Deferred Sales Charge (as a percentage of original purchase
  price or redemption proceeds, as applicable) (1)...............................................................       1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................................       None
Exchange Fee.....................................................................................................       None
                                                 ANNUAL OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee (after waiver) (2)................................................................................       0.50%
12b-1 Fee........................................................................................................       None
Total Other Expenses.............................................................................................       0.59%
    Shareholder Services Fee (after waiver) (3).......................................................       0.24%
         Total Operating Expenses (4)............................................................................       1.09%

</TABLE>





(1) The contingent deferred sales charge assessed is 1.00% of the lesser of the
    original purchase price or the net asset value of Shares redeemed within
    four years of their purchase date. For a more complete description, see
    "Contingent Deferred Sales Charge."

(2) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.75%.

(3) The maximum shareholder services fee is 0.25%.

(4) The total operating expenses in the table above are based on expenses
    expected during the fiscal year ending October 31, 1996. The total operating
    expenses were 1.03% for the fiscal year ended October 31, 1995 and would
    have been 1.34% absent the voluntary waivers of a portion of the management
    fee and a portion of the shareholder services fee.


    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Fortress Shares will bear,
either directly or indirectly. For more complete descriptions of the various
costs and expenses, see "Investing in Fortress Shares" and "Fund Information."
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..........................................................     $31        $55        $69       $142
You would pay the following expenses on the same investment, assuming no
redemption...................................................................     $21        $44        $69       $142
</TABLE>





    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                     FINANCIAL HIGHLIGHTS--FORTRESS SHARES
                              FEDERATED BOND FUND
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)


The following table has been audited by Ernst & Young LLP, the Fund's
independent auditors. Their report dated December 12, 1995, on the Fund's
financial statements for the year ended October 31, 1995, is included in the
Annual Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's Financial Statements and Notes thereto, which may be
obtained from the Fund.



<TABLE>
<CAPTION>
                                                         YEAR ENDED OCTOBER 31,                 YEAR ENDED DECEMBER 31,
                                                1995       1994       1993       1992(A)      1991       1990       1989
<S>                                           <C>        <C>        <C>        <C>          <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD          $    9.08  $   10.30  $    9.23   $    8.81   $    6.89  $    8.79  $    9.86
- --------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------
  Net investment income                            0.79       0.76       0.77        0.59        1.01       1.08       1.23
- --------------------------------------------
  Net realized and unrealized gain (loss) on
  investments                                      0.65      (1.09)      1.07        0.43        1.92      (1.84)     (1.07)
- --------------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------
  Total from investment operations                 1.44      (0.33)      1.84        1.02        2.93      (0.76)      0.16
- --------------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------
LESS DISTRIBUTIONS
- --------------------------------------------
  Distributions from net investment income        (0.76)     (0.75)     (0.77)      (0.60)      (1.01)     (1.14)     (1.23)
- --------------------------------------------
  Distributions from net realized gain on
  investment transactions                        --          (0.14)    --          --          --         --         --
- --------------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------
  Total distributions                             (0.76)     (0.89)     (0.77)      (0.60)      (1.01)     (1.14)     (1.23)
- --------------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------
NET ASSET VALUE, END OF PERIOD                $    9.76  $    9.08  $   10.30   $    9.23   $    8.81  $    6.89  $    8.79
- --------------------------------------------  ---------  ---------  ---------  -----------  ---------  ---------  ---------
TOTAL RETURN (C)                                  16.51%     (3.41%)     20.61%      11.79%     44.62%     (9.59%)      1.32%



- --------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------
  Expenses                                         1.03%      1.05%      1.04%       0.49%*      1.00%      1.01%      1.14%
- --------------------------------------------
  Net investment income                            8.20%      7.92%      7.69%       8.05%*     12.17%     13.43%     12.81%
- --------------------------------------------
  Expense waiver/reimbursement (d)                 0.31%      0.33%      0.61%       2.01%*      1.50%      1.49%      1.36%
- --------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------
  Net assets, end of period (000 omitted)      $195,502   $146,270   $125,762     $54,886      $6,068     $7,484     $4,734
- --------------------------------------------
  Portfolio turnover                                 77%        74%        51%         49 %        33%        28%        38%
- --------------------------------------------

<CAPTION>
                                                1988(B)
<S>                                           <C>
NET ASSET VALUE, BEGINNING OF PERIOD           $   10.06
- --------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------
  Net investment income                             0.61
- --------------------------------------------
  Net realized and unrealized gain (loss) on
  investments                                      (0.16)
- --------------------------------------------  -----------



  Total from investment operations                  0.45
- --------------------------------------------  -----------
LESS DISTRIBUTIONS
- --------------------------------------------
  Distributions from net investment income         (0.65)
- --------------------------------------------
  Distributions from net realized gain on
  investment transactions                         --
- --------------------------------------------  -----------
  Total distributions                              (0.65)
- --------------------------------------------  -----------
NET ASSET VALUE, END OF PERIOD                 $    9.86
- --------------------------------------------  -----------
TOTAL RETURN (C)                                    4.62%
- --------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------
  Expenses                                          1.00%*
- --------------------------------------------
  Net investment income                            12.58%*
- --------------------------------------------
  Expense waiver/reimbursement (d)                  1.00%*
- --------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------
  Net assets, end of period (000 omitted)         $4,968
- --------------------------------------------
  Portfolio turnover                                  31%



- --------------------------------------------
</TABLE>





  * Computed on an annualized basis.

(a) During the ten month period, the Fund changed its fiscal year-end from
    December 31 to October 31.

(b) Reflects operations for the period from July 8, 1988 (date of initial
    public investment) to December 31, 1988.


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


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

Further information about the Fund's performance is contained in the Fund's
Annual Report for the fiscal year ended October 31, 1995, which can be obtained
free of charge.


                              GENERAL INFORMATION


The Corporation was organized under the laws of the State of Maryland on May 20,
1992. Prior to February 5, 1993, the Fund was operated as a portfolio of



Investment Series Trust, a Massachusetts business trust established pursuant to
a Declaration of Trust dated March 17, 1987. On February 3, 1993, the
shareholders of the Fund voted to reorganize the Fund as a portfolio of the
Corporation. On June 15, 1992, the shareholders of High Income Securities Fund
approved a change to the investment objective of the Fund, as well as the name
change of the Fund to Fortress Bond Fund. On June 27, 1995, the name of the Fund
was changed to Federated Bond Fund. The Articles of Incorporation permit the
Fund to offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. The shares in any one portfolio
may be offered in separate classes. With respect to this Fund, as of the date of
this prospectus, the Board of Directors (the "Directors") has established four
classes of shares, known as Class A Shares, Class B Shares, Class C Shares, and
Fortress Shares. This prospectus relates only to Fortress Shares ("Shares," or
"Fortress Shares," as the context requires) of the Fund.

Shares of the Fund are designed primarily for individuals and institutions
seeking as high a level of current income as is consistent with the preservation
of capital by investing in a portfolio of investment grade bonds. A minimum
initial investment of $1,500 is required, unless the investment is in a
retirement account, in which case the minimum initial investment is $50.


Shares are sold at net asset value plus an applicable sales charge and are
redeemed at net asset value. However, a contingent deferred sales charge is
imposed on Shares, other than shares purchased through reinvestment of
dividends, which are redeemed within one to four years of their purchase date.



The Fund's current net asset value and offering price can be found in the mutual
funds section of local newspapers under "Federated Fortress."

                             INVESTMENT INFORMATION
INVESTMENT OBJECTIVE


The investment objective of the Fund is to provide as high a level of current
income as is consistent with the preservation of capital. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus. The
investment objective stated above cannot be changed without the approval of
shareholders. Unless stated otherwise, the investment policies of the Fund
described below may be changed without shareholder approval.


INVESTMENT POLICIES

                             ACCEPTABLE INVESTMENTS


The Fund invests primarily in a professionally managed, diversified portfolio of
bonds. Under normal circumstances, at least 65% of the Fund's net assets will be
invested in such bonds and, in addition, at least 65% of the Fund's net assets
will be invested in investment grade securities, including repurchase agreements
collateralized by investment grade securities. Investment grade securities are
generally described as securities that are rated in one of the top four rating
categories by a nationally recognized statistical rating organization ("NRSRO"),



such as Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings
Group ("S&P"), or Fitch Investors Service, Inc. ("Fitch") or that are unrated
but determined by the Fund's investment adviser to be of comparable quality. A
description of the ratings categories is contained in the Appendix to the
Statement of Additional Information. Permitted investments include:



 domestic or foreign corporate debt obligations (as a matter of operating
 policy, the lowest rated corporate debt obligations, including zero coupon
 convertible securities, in which the Fund will invest will be rated B or better
 by an NRSRO, at the time of purchase, or which are of comparable quality in the
 judgment of the Fund's investment adviser. If a security loses its rating or
 has its rating reduced after the Fund has purchased it, the Fund is not
 required to sell or otherwise dispose of the security, but may consider doing
 so, provided that the Fund will continue to maintain at least 65% of the value
 of its net assets in investment grade securities.);


 obligations of the United States;

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

 taxable municipal debt obligations (as a matter of operating policy, the lowest
 rated municipal debt obligations in which the Fund will invest will be rated
 BBB or better by an NRSRO, or which are of comparable quality in the judgment
 of the Fund's investment adviser);

 asset-backed securities;

 commercial paper that matures in 270 days or less and is rated A-1 or A-2 by
 S&P, P-1 or P-2 by Moody's, or F-1 or F-2 by Fitch;

 time and savings deposits (including certificates of deposit) in commercial or
 savings banks whose accounts are insured by the Bank Insurance Fund ("BIF"), or
 in institutions whose accounts are insured by the Savings

 Association Insurance Fund ("SAIF"), including certificates of deposit issued
 by, and other time deposits in, foreign branches of BIF-insured banks which, if
 negotiable, mature in six months or less or if not negotiable, either mature in
 ninety days or less, or may be withdrawn upon notice not exceeding ninety days;

 bankers' acceptances issued by a BIF-insured bank, or issued by the bank's Edge
 Act subsidiary and guaranteed by the bank, with remaining maturities of nine
 months or less. The total acceptances of any bank held by the Fund cannot
 exceed 0.25% of such bank's total deposits according to the bank's last
 published statement of condition preceding the date of acceptance;

 preferred stock and other equity-related securities which generally have



 bond-like attributes, including zero coupon and/or convertible securities;

 other securities which are deemed by the Fund's investment adviser, Federated
 Advisers (the "Adviser"), to be consistent with the Fund's investment
 objective; and
 repurchase agreements collateralized by acceptable investments.


INVESTMENT RISKS


                           CORPORATE DEBT OBLIGATIONS


Although the corporate debt obligations in which the Fund will invest primarily
are rated as investment grade by an NRSRO, or of comparable quality in the
judgment of the investment adviser, the Fund may invest in corporate debt
obligations that are not investment grade bonds, but are rated B or better by an
NRSRO (i.e., "junk bonds"). However, not more than 35% of the Fund's net assets,
under normal circumstances, will be invested in non-investment grade securities.
Corporate debt obligations that are not determined to be investment grade are
high-yield, high-risk bonds, typically subject to greater market fluctuations
and greater risk of loss of income and principal due to an issuer's default. To
a greater extent than investment grade bonds, lower rated bonds tend to reflect
short-term corporate, economic, and market developments, as well as investor
perceptions of the issuer's credit quality. In addition, lower rated bonds may
be more difficult to dispose of or to value than higher rated, lower-yielding
bonds. Bonds rated "BBB" by S&P or Fitch, 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 generally fluctuate inversely to the
direction of interest rates.



<TABLE>
<CAPTION>
                            AS A PERCENTAGE OF TOTAL
CREDIT                        MARKET VALUE OF BOND
RATING                   HOLDINGS AS OF OCTOBER 31, 1995
<S>                    <C>
BB...................                    8.19%
B....................                    17.3%
CC & CCC.............                       0%
                                       ------
                                        25.49%
                                       ------
                                       ------
</TABLE>





                          U.S. GOVERNMENT OBLIGATIONS

The U.S. government obligations 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 Federal Farm Credit System, Federal Home Loan
 Banks System, Federal National Mortgage Association, Student Loan Marketing
 Association, and Federal Home Loan Mortgage Corporation.

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 agencies and 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.

                              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.

                            ASSET-BACKED SECURITIES

Asset-backed securities are created by the grouping of certain governmental,
government related and private loans, receivables and other lender assets
including vehicle installment purchase obligations and credit card receivables
into pools. Interests in these pools are sold as individual securities and are
not backed or guaranteed by the U.S. government and may not be secured. Payments
from the asset pools may be divided into several different tranches of debt
securities, with some tranches entitled to receive regular installments of
principal and interest, other tranches entitled to receive regular installments
of interest, with principal payable at maturity or upon specified call dates,
and other tranches only entitled to receive payments of principal and accrued



interest at maturity or upon specified call dates. Different tranches of
securities will bear different interest rates, which may be fixed or floating.

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

Prepayments may result in a capital loss to the Fund to the extent that the
prepaid mortgage securities were purchased at a market premium over their stated
amount. Conversely, the prepayment of mortgage securities purchased at a market
discount from their stated principal

amount will accelerate the recognition of interest income by the Fund, which
would be taxed as ordinary income when distributed to the shareholders.

The credit characteristics of asset-backed securities also differ in a number of
respects from those of traditional debt securities. The credit quality of most



asset-backed securities depends primarily upon the credit quality of the assets
underlying such securities, how well the entity issuing the securities is
insulated from the credit risk of the originator or any other affiliated
entities, and the amount and quality of any credit enhancement to such
securities.

                  NON-MORTGAGE RELATED ASSET-BACKED SECURITIES

The Fund may invest in non-mortgage related asset-backed securities including,
but not limited to, interests in pools of receivables, such as credit card and
accounts receivable and motor vehicle and other installment purchase obligations
and leases. These securities may be in the form of pass-through instruments or
asset-backed obligations. The securities, all of which are issued by
non-governmental entities and carry no direct or indirect government guarantee,
are structurally similar to collateralized mortgage obligations and mortgage
pass-through securities, which are described below.

                                MORTGAGE RELATED
                            ASSET-BACKED SECURITIES

The Fund may also invest in various mortgage-related asset-backed securities.
These types of investments may include adjustable rate mortgage securities,
collateralized mortgage obligations, real estate mortgage investment conduits,
or other securities collateralized by or representing an interest in real estate
mortgages (collectively, "mortgage securities"). Many mortgage securities are
issued or guaranteed by government agencies.

                                ADJUSTABLE RATE



                          MORTGAGE SECURITIES ("ARMS")

ARMs are pass-through mortgage securities representing interests in adjustable
rather than fixed interest rate mortgages. The ARMs in which the Fund invests
are issued by the Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA"), and the Federal Home Loan Mortgage
Corporation ("FHLMC") and are actively traded. The underlying mortgages which
collateralize ARMs issued by GNMA are fully guaranteed by the Federal Housing
Administration ("FHA") or Veterans Administration ("VA"), while those
collateralizing ARMs issued by FHLMC or FNMA are typically conventional
residential mortgages conforming to strict underwriting size and maturity
constraints.

                                 COLLATERALIZED
                         MORTGAGE OBLIGATIONS ("CMOS")

CMOs are bonds issued by single-purpose, stand-alone finance subsidiaries or
trusts of financial institutions, government agencies, investment bankers, or
companies related to the construction industry. CMOs purchased by the Fund may
be:

 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;

 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




 securities in which the proceeds of the issuance are invested in mortgage
 securities and payment of the principal and interest is supported by the credit
 of an agency or instrumentality of the U.S. government.

All CMOs purchased by the Fund are investment grade, as rated by a NRSRO.

                              REAL ESTATE MORTGAGE
                         INVESTMENT CONDUITS ("REMICS")


REMICs are offerings of multiple class real estate mortgage-backed securities
which qualify and elect treatment as such under provisions of the Internal
Revenue Code (the "Code"). Issuers of REMICs may take several forms, such as
trusts, partnerships, corporations, associations, or segregated pools of
mortgages. Once REMIC status is elected and obtained, the entity is not subject
to federal income taxation. Instead, income is passed through the entity and is
taxed to the person or persons who hold interests in the REMIC. A REMIC interest
must consist of one or more classes of "regular interests," some of which may
offer adjustable rates of interest, and a single class of "residual interests."
To qualify as a REMIC, substantially all the assets of the entity must be in
assets directly or indirectly secured principally by real property.


                               RESETS OF INTEREST

The interest rates paid on the ARMs, CMOs, and REMICs in which the Fund invests
generally are readjusted at intervals of one year or less to an increment over



some predetermined interest rate index. There are two main categories of
indices: those based on U.S. Treasury securities and those derived from a
calculated measure, such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year and five-year
constant maturity Treasury Note rates, the three-month Treasury Bill rate, the
180-day Treasury Bill rate, rates on longer-term Treasury securities, the
National Median Cost of Funds, the one-month or three-month London Interbank
Offered Rate (LIBOR), the prime rate of a specific bank, or commercial paper
rates. Some indices, such as the one-year constant maturity Treasury Note rate,
closely mirror changes in market interest rate levels. Others tend to lag
changes in market rate levels and tend to be somewhat less volatile.


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



                                CAPS AND FLOORS

The underlying mortgages which collateralize the ARMs, CMOs, and REMICs in which
the Fund invests will frequently have caps and floors which limit the maximum
amount by which the loan rate to the residential borrower may change up or down:
(1) per reset or adjustment interval, and (2) over the life of the loan. Some
residential mortgage loans restrict periodic adjustments by limiting changes in
the borrower's monthly principal and interest payments rather than limiting
interest rate changes.

These payment caps may result in negative amortization. The value of mortgage
securities in which the Fund invests may be affected if market interest rates
rise or fall faster and farther than the allowable caps or floors on the
underlying residential mortgage loans. Additionally, even though the interest
rates on the underlying residential mortgages are adjustable, amortization and
prepayments may occur, thereby causing the effective maturities of the mortgage
securities in which the Fund invests to be shorter than the maturities stated in
the underlying mortgages.

                                BANK INSTRUMENTS

The Fund only invests in bank instruments either issued by an institution having
capital, surplus and undivided profits over $100 million or insured by BIF or
SAIF. Bank instruments may include Eurodollar Certificates of Deposit ("ECDs"),
Yankee Certificates of Deposit ("Yankee CDs") and Eurodollar Time Deposits
("ETDs"). Due to the fact that institutions issuing such instruments are not
necessarily subject to the same regulatory requirements that apply to domestic
banks, such as the reserve requirements, loan limitations, examination,



accounting, auditing, recordkeeping, and the public availability of information,
these investments may present additional risks to investors.

                                  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.

                       RESTRICTED AND ILLIQUID SECURITIES



The Fund intends to invest in restricted securities. Restricted securities are
any securities in which the Fund may otherwise invest pursuant to its investment
objective and policies, but which are subject to restriction on resale under
federal securities law. However, the Fund will limit investments in illiquid
securities, including certain restricted securities determined by the Directors
to be illiquid, non-negotiable time deposits, unlisted options, and repurchase
agreements providing for settlement in more than seven days after notice, to 15%
of its net assets.

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


                               FOREIGN SECURITIES






Investments in foreign securities, particularly those of non-governmental
issuers, involve considerations which are not ordinarily associated with
investments in domestic issuers. These considerations include the possibility of
expropriation, the unavailability of financial information or the difficulty of
interpreting financial information prepared under foreign accounting standards,
less liquidity and more volatility in foreign securities markets, the impact of
political, social, or diplomatic developments, and the difficulty of assessing
economic trends in foreign countries. It may also be more difficult to enforce
contractual obligations abroad than would be the case in the United States
because of differences in the legal systems. Transaction costs in foreign
securities may be higher. The Adviser will consider these and other factors
before investing in foreign securities and will not make such investments
unless, in its opinion, such investments will meet the Fund's standards and
objectives.



The Fund reserves the right to invest in foreign securities. With respect to
foreign governmental securities, the Fund reserves the right to invest up to 25%
of its total assets in fixed income securities of foreign governmental units
located within an individual foreign nation and to purchase or sell various
currencies on either a spot or forward basis in connection with these
investments.



                            INVESTING IN SECURITIES
                         OF OTHER INVESTMENT COMPANIES

The Fund may invest in the securities of other investment companies, but it will
not own 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 only invest in other investment companies that are money market
funds having an investment objective and policies similar to its own and
primarily for the purpose of investing short-term cash which has not yet been
invested in other portfolio instruments. The Adviser to the Fund will waive its
investment advisory fee on assets invested in securities of open-end investment
companies.

                             TEMPORARY INVESTMENTS

The Fund may also invest temporarily in cash and cash items during times of
unusual market conditions for defensive purposes and to maintain liquidity.

                             REPURCHASE AGREEMENTS


Repurchase agreements are arrangements in which banks, broker/dealers, and other
recognized financial institutions sell U.S. government securities or
certificates of deposit to the Fund and agree at the time of sale to repurchase
them at a mutually agreed upon time and price. To the extent that the original
seller does not repurchase the securities from the Fund, the Fund could receive
less than the repurchase price on any sale of such securities. Repurchase



agreements are included within the definition of investment grade securities.


                  WHEN-ISSUED OR 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 the transaction 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/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 in transactions to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits or losses upon the sale of such
commitments.

                        LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend portfolio securities
on a short-term or long-term basis up to one-third of the value of its total
assets to broker/dealers, banks, or other institutional borrowers of securities.
The Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which the Adviser has determined are creditworthy under



guidelines established by the Directors 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.

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.

                              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 nationally recognized exchange.

The Fund will generally purchase over-the-counter put options on portfolio
securities in negotiated transactions with the writers of the options since
options on the portfolio securities held by the Fund 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 Adviser.



In general, over-the-counter put options differ from exchange traded put options
in the following respects. Over-the-counter put options are two party contracts
with price and terms negotiated between buyer and seller, and such options are
endorsed and/or guaranteed by third parties (such as a New York Stock Exchange
member). Additionally, over-the-counter strike prices are adjusted to reflect
dividend payments, initial strike prices are generally set at market, and option
premiums (which are all time premiums) are amortized on a straight line basis
over the life of the option. In contrast, exchange traded options are
third-party contracts with standardized strike prices and expiration dates and
are purchased from the Clearing Corporation. Strike prices are not adjusted for
dividends, and options are marked to market, thereby obviating the need to
amortize the time premium.

Exchange traded options have a continuous liquid market while over-the-counter
options do not.

The Fund may also write call options on all or any portion of its portfolio in
an effort 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 Directors.

The Fund may attempt to hedge the portfolio by entering into financial futures
contracts and to write calls on financial futures contracts.




                                     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 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 Adviser will consider liquidity before entering into option
transactions, there is no assurance that a liquid secondary market on an
exchange will exist for any particular option or at any particular time. The
Fund's ability to establish and close out option positions depends on this
secondary market.


                              DERIVATIVE CONTRACTS
                                 AND SECURITIES


The term "derivative" has traditionally been applied to certain contracts
(including, futures, forward, option and swap contracts) that "derive" their
value from changes in the value of an underlying security, currency, commodity



or index. Certain types of securities that incorporate the performance
characteristics of these contracts are also referred to as "derivatives." The
term has also been applied to securities "derived" from the cash flows from
underlying securities, mortgages or other obligations.


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


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 up to one-third of the value of its total assets and pledge



 up to 10% of the value of those assets to secure such borrowings;

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

 sell securities short except, under strict limitations, it may maintain open
 short positions so long as not more than 10% of the value of its net assets is
 held as collateral for those positions; nor

 with respect to 75% of the value of its total assets, invest more than 5% in
 securities of any one issuer other than cash, cash items or securities issued
 or guaranteed by the government of the United States, its agencies, or
 instrumentalities and repurchase agreements collateralized by such securities.

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

The Fund will not:

 invest more than 5% of the value of its total assets in securities of issuers
 that have records of less than three years of continuous operations including
 the operation of any predecessor.

                                NET ASSET VALUE

The Fund's net asset value per Share fluctuates. The net asset value for Shares



is determined by adding the interest of the Fortress Shares in the market value
of all securities and other assets of the Fund, subtracting the interest of the
Fortress Shares in the liabilities of the Fund and those attributable to
Fortress Shares, and dividing the remainder by the total number of Fortress
Shares outstanding. The net asset value for Fortress Shares may differ from that
of Class A Shares, Class B Shares, and Class C Shares due to the variance in
daily net income realized by each class. Such variance will reflect only accrued
net income to which the shareholders of a particular class are entitled.


The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value of
the Fund's portfolio securities that its 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, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day.



                          INVESTING IN FORTRESS SHARES

SHARE PURCHASES


Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased through a financial institution that has a sales agreement with the



distributor, or directly from the distributor, Federated Securities Corp.,
either by mail or by wire. The Fund reserves the right to reject any purchase
request.


                        THROUGH A FINANCIAL INSTITUTION

An investor may call his financial institution (such as a bank or an investment
dealer) to place an order to purchase Shares. Orders through a financial
institution are considered received when the Fund is notified of the purchase
order. Purchase orders through a registered broker/dealer must be received by
the broker before 4:00 p.m. (Eastern time) and must be transmitted by the broker
to the Fund before 5:00 p.m. (Eastern time) in order for Shares to be purchased
at that day's price. Purchase orders through other financial institutions must
be received by the financial institution and transmitted to the Fund before 4:00
p.m. (Eastern time) in order for Shares to be purchased at that day's price. It
is the financial institution's responsibility to transmit orders promptly.

The financial institution which maintains investor accounts with the Fund must
do so on a fully disclosed basis unless it accounts for share ownership periods
used in calculating the contingent deferred sales charge (see "Contingent
Deferred Sales Charge"). In addition, advance payments made to financial
institutions may be subject to reclaim by the distributor for accounts
transferred to financial institutions which do not maintain investor accounts on
a fully disclosed basis and do not account for share ownership periods (see
"Other Payments to Financial Institutions").

                                DIRECTLY BY MAIL




To purchase Shares by mail directly from Federated Securities Corp.:

 complete and sign the new account form available from the Fund;

 enclose a check made payable to Federated Bond Fund--Fortress Shares; and

 mail both to the Fund's transfer agent, Federated Services Company, P.O. Box
 8600, Boston, Massachusetts 02266-8600.

Orders by mail are considered received after payment by check is converted by
the transfer agent's bank into federal funds. This is generally the next
business day after the transfer agent's bank receives the check.

                                DIRECTLY BY WIRE

To purchase Shares directly from Federated Securities Corp. by Federal Reserve
wire, call the Fund. All information needed will be taken over the telephone,
and the order is considered received when the transfer agent's bank receives
payment by wire.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $1,500, except for an IRA account,
which requires a minimum initial investment of $50. Subsequent investments must
be in amounts of at least $100, except for an IRA account, which must be in
amounts of at least $50.



WHAT SHARES COST


Shares are sold at their net asset value next determined after an order is
received, plus a sales charge of 1.00% of the offering price (which is 1.01% of
the net amount invested). There is no sales charge for purchases of $1 million
or more.



In addition, no sales charge is imposed for Shares purchased through bank trust
departments or investment advisers registered under the Investment Advisers Act
of 1940 purchasing on behalf of their clients, or by sales representatives,
Directors, and employees of the Fund, the Adviser, and Federated Securities
Corp., or their affiliates, or any investment dealer who has a sales agreement
with Federated Securities Corp., their spouses and children under age 21, or any
trusts or pension or profit-sharing plans for these persons or retirement plans
where the third party administrator has entered into certain arrangements with
Federated Securities Corp., or its affiliates, to the extent that no payment was
advanced for purchases made by such entities. Unaffiliated institutions through
whom Shares are purchased may charge fees for services provided which may be
related to the ownership of Fund Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to services provided, the fees charged for these services, and any
restrictions and limitations imposed. Under certain circumstances, described
under "Redeeming Fortress Shares," shareholders may be charged a contingent
deferred sales charge by the distributor at the time Shares are redeemed.



                               DEALER CONCESSION


For sales of Shares, broker/dealers will normally receive 100% of the applicable
sales charge. Any portion of the sales charge which is not paid to a
broker/dealer will be retained by the distributor. However, from time to time,
and at the sole discretion of the distributor, all or a part of that portion may
be paid to a dealer. The sales charge for Shares sold other than through
registered broker/dealers will be retained by Federated Securities Corp.
Federated Securities Corp. may pay fees to banks out of the sales charge in
exchange for sales and/or administrative services performed on behalf of the
bank's customers in connection with the initiation of customer accounts and
purchases of Shares.



ELIMINATING THE SALES CHARGE



The sales charge can be eliminated on the purchase of 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 PURCHASE


There is no sales charge for purchases of $1 million or more. 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.



If an additional purchase of 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 $900,000 and he
purchases $100,000 more at the current public offering price, there will be no
sales charge on the additional purchase. The Fund will also combine purchases
for the purpose of reducing the contingent deferred sales charge imposed on some
Share redemptions. For example, if a shareholder already owns Shares having
current value at a public offering price of $1 million and purchases an
additional $1 million at the current public offering price, the applicable
contingent deferred sales charge would be reduced to .50% of those additional
Shares. For more information on the levels of contingent deferred sales charges
and holding periods, see the section entitled "Contingent Deferred Sales
Charge."




To receive the sales charge elimination and/or the contingent deferred sales
charge reduction, Federated Securities Corp. must be notified by the shareholder
in writing or by the shareholder's financial institution at the time the
purchase is made that Shares are already owned or that purchases are being
combined. The Fund will eliminate the sales charge and/or reduce the contingent
deferred sales charge after it confirms the purchases.

                                LETTER OF INTENT


If a shareholder intends to purchase at least
$1 million of Shares over the next 13 months, the sales charge may be reduced by
signing a letter of intent to that effect. This letter of intent includes a
provision for a sales charge elimination depending on the amount actually
purchased within the 13-month period and a provision for the Fund's custodian to
hold 1.00% of the total amount intended to be purchased in escrow (in Shares)
until such purchase is completed.



The 1.00% 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,
which must be $1 million or more of Shares, is not purchased. In this event, an
appropriate number of escrowed Shares may be redeemed in order to realize the
1.00% sales charge.



This letter of intent also includes a provision for reductions in the contingent
deferred sales charge and holding period depending on the amount actually
purchased within the 13-month period. For more information on the various levels
of contingent deferred sales charges and holding periods, see the section
entitled "Contingent Deferred Sales Charge."


This letter of intent will not obligate the shareholder to purchase Shares. The
letter may be dated as of a prior date to include any purchases made within the
past 90 days (purchases within the prior 90 days may be used to fulfill the
requirements of the letter of intent; however, the sales charge on such
purchases will not be adjusted to reflect a lower sales charge).


                             REINVESTMENT PRIVILEGE


If Shares have been redeemed, the shareholder has a one-time right, within 120
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 his financial institution
of the reinvestment in order to receive this elimination of the sales charge. If
the shareholder redeems his Shares, there may be tax consequences.


                              CONCURRENT PURCHASES



For purposes of qualifying for a sales charge elimination, a shareholder has the
privilege of combining concurrent purchases of two or more Fortress Shares in
the Federated Funds, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $400,000 in one of the other
Fortress Funds, and $600,000 in Shares, the sales charge would be eliminated.



To receive this sales charge elimination, Federated Securities Corp. must be
notified by the shareholder in writing or by his financial institution at the
time the concurrent purchases are made. The Fund will eliminate the sales charge
after it confirms the purchases.


SYSTEMATIC INVESTMENT PROGRAM

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in amounts of not less than $100 per transaction. Under this
program, funds may be automatically withdrawn periodically from the
shareholder's checking account and invested in Shares at the net asset value
next determined after an order is received by the Fund, plus the


1.00% sales charge for purchases under $1 million. A shareholder may apply for
participation in this program through Federated Securities Corp. or his
financial institution.



EXCHANGE PRIVILEGES


Fortress Shares in the Federated Funds may be exchanged for Shares at net asset
value without a sales charge (if previously paid) or a contingent deferred sales
charge. The exchange privilege is available to shareholders residing in any
state in which the shares being acquired may be legally sold.



Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Shareholders who desire to automatically exchange Shares of a
predetermined amount on a monthly, quarterly, or annual basis may take advantage
of a systematic exchange privilege. Further information on these exchange
privileges is available by calling Federated Securities Corp. or the
shareholder's financial institution.


Before making an exchange, a shareholder must receive a prospectus of the fund
for which the exchange is being made.

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
on the application or by contacting the Fund.



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

DIVIDENDS AND DISTRIBUTIONS


Dividends are declared and paid monthly to all shareholders invested in the Fund
on the record date. Distributions of any net realized long-term capital gains
will be made at least once every twelve months. Dividends and distributions are
automatically reinvested in additional Shares on payment dates at the
ex-dividend date net asset value without a sales charge, unless shareholders
request cash payments on the new account form or by writing to the transfer
agent.


RETIREMENT PLANS

Shares of the Fund can be purchased as an investment for retirement plans
(including 401(k) and 403(b) plans) or for individual retirement accounts
(IRAs). For further details, contact Federated Securities Corp. and consult with
a tax adviser.

                           REDEEMING FORTRESS SHARES

The Fund redeems Shares at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net



asset value. Redemption requests must be received in proper form and can be made
through a financial institution or directly from the Fund by written request.

THROUGH A FINANCIAL INSTITUTION

A shareholder may redeem Shares by calling his financial institution (such as a
bank or an investment dealer) to request the redemption. Shares will be redeemed
at the net asset value, less any applicable contingent deferred sales charge,
next determined after the Fund receives the redemption request from the
financial institution. Redemption requests through a registered broker/dealer
must be received by the broker before 4:00 p.m. (Eastern time) and must be
transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in order
for Shares to be redeemed at that day's net asset value. Redemption requests
through other financial institutions must be received by the financial
institution and transmitted to the Fund before 4:00 p.m. (Eastern time) in order
for Shares to be redeemed at that day's net asset value. The financial
institution is responsible for promptly submitting redemption requests and
providing proper written redemption instructions to the Fund. The financial
institution may charge customary fees and commissions for this service. If, at
any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders will be promptly notified.


                         REDEEMING SHARES BY TELEPHONE



Shares may be redeemed in any amount by calling the Fund provided the Fund has a



properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds will be mailed in the form of a check, to
the shareholder's address of record or by wire transfer to the shareholder's
account at a domestic commercial bank that is a member of the Federal Reserve
System. The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
Shares purchased by check or through ACH will not be wired until that method of
payment has cleared. Proceeds from redemption requests received on holidays when
wire transfers are restricted will be wired the following business day.
Questions about the telephone redemptions on days when wire transfers are
restricted should be directed to your shareholder services representative at the
telephone number listed on your account statement.



Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. In the event of drastic economic or market
changes, a shareholder may experience difficulty in redeeming by telephone. If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.



                            REDEEMING SHARES BY MAIL



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



The written request should state: the Fund name and the Class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.


Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.

CONTINGENT DEFERRED SALES CHARGE

Shareholders redeeming Shares from their Fund accounts within certain time



periods of the purchase date of those Shares will be charged a contingent
deferred sales charge by the Fund's distributor of the lesser of the original
price or the net asset value of the Shares redeemed as follows:



<TABLE>
<CAPTION>
                                             CONTINGENT
AMOUNT OF                                     DEFERRED
PURCHASE                  SHARES HELD       SALES CHARGE
<S>                    <C>                 <C>
                       4 full years or
Up to $1,999,999       less                        1.00%
$2,000,000 to          2 full years or
  $4,999,999           less                         .50%
                       1 full year or
$5,000,000 or more     less                         .25%
</TABLE>






To the extent that a shareholder exchanges between or among Fortress Shares in
the Federated Funds, the time for which the exchanged-for Shares were held will
be added, or "tacked", to the time for which the exchanged-from Shares were held
for purposes of satisfying the one-year holding period.



In instances in which Shares have been acquired in exchange for Fortress Shares
in the Federated Funds, (i) the purchase price is the price of the shares when
originally purchased and (ii) the time period during which the shares are held
will run from the date of the original purchase. The contingent deferred sales
charge will not be imposed on shares acquired through the reinvestment of
dividends or distributions of long-term capital gains. In computing the amount
of contingent deferred sales charge for accounts with shares subject to a single
holding period, if any, redemptions are deemed to have occurred in the following
order: 1) first of shares acquired through the reinvestment of dividends and
long-term capital gains, 2) second of purchases of shares occurring prior to the
number of years necessary to satisfy the applicable holding period, and 3)
finally of purchases of shares occurring within the current holding period. For
accounts with shares subject to multiple share holding periods, the redemption
sequence will be determined first, with reinvested dividends and long-term
capital gains, and second, on a first-in, first-out basis.


The contingent deferred sales charge will not be imposed when a redemption



results from a tax-free return under the following circumstances: (i) a total or
partial distribution from a qualified plan, other than an IRA, Keogh Plan, or a
custodial account, following retirement; (ii) a total or partial distribution
from an IRA, Keogh Plan, or a custodial account after the beneficial owner
attains age 59-1/2; or (iii) from the death or disability of the beneficial
owner. The exemption from the contingent deferred sales charge for qualified
plans, an IRA, Keogh Plan,


or a custodial account does not extend to account transfers, rollovers, and
other redemptions made for purposes of reinvestment. Contingent deferred sales
charges are not charged in connection with exchanges of Shares for Fortress
Shares in the Federated Funds, or in connection with redemptions by the Fund of
accounts with low balances. Shares of the Fund originally purchased through a
bank trust department or investment adviser registered under the Investment
Advisers Act of 1940, and third-party administrators acting on behalf of
deferred contribution plans, are not subject to the contingent deferred sales
charge, to the extent that no payment was advanced for purchases made by such
entities.


SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive monthly or quarterly payments of a
predetermined amount may take advantage of the Systematic Withdrawal Program.
Under this program, Shares are redeemed to provide for periodic withdrawal
payments in an amount directed by the shareholder; the minimum withdrawal amount
is $100. Depending upon the amount of the withdrawal payments, the amount of



dividends paid and capital gains distributions with respect to Shares, and the
fluctuation of the net asset value of Shares redeemed under this program,
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 invested at least
$10,000 in the Fund (at current offering price).

A shareholder may apply for participation in this program through Federated
Securities Corp. Due to the fact that Shares are sold with a sales charge and
contingent deferred sales charge, it is not advisable for shareholders to be
purchasing Shares while participating in this program.


A contingent deferred sales charge is charged for Shares redeemed through this
program within four years of their purchase dates.

ACCOUNTS WITH LOW BALANCES

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




EXCHANGES FOR SHARES OF OTHER FUNDS


Shares may be exchanged for Fortress Shares in the Federated Funds at net asset
value without a contingent deferred sales charge or a sales charge.


Shareholders using this privilege must exchange shares having a net asset value
equal to the minimum investment required for the fund into which the exchange is
being made. A shareholder may obtain information on the exchange privilege, and
may obtain prospectuses for other Fortress Funds and Federated Funds by calling
Federated Securities Corp. or his financial institution.


This Fund has exchange privileges with the following Federated Funds: American
Leader Fund; California Municipal Income Fund; Fortress Adjustable Rate U.S.
Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility
Fund, Inc.; Government Income
Securities, Inc.; Liberty Equity Income Fund, Inc.; Limited Term Fund; Limited
Term Municipal Fund; Money Market Management, Inc.; New York Municipal Income
Fund; Ohio Municipal Income Fund; Strategic Income Fund; and World Utility Fund.
Prospectuses for these funds are available by writing to Federated Securities
Corp. Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.



                                FUND INFORMATION


MANAGEMENT OF THE CORPORATION

                               BOARD OF DIRECTORS

The Corporation is managed by a Board of Directors. The Directors are
responsible for managing the Corporation's business affairs and for exercising
all the Fund's powers except those reserved for the shareholders. An Executive
Committee of the Board of Directors handles the Board's responsibilities between
meetings of the Board.

                               INVESTMENT ADVISER

Investment decisions for the Fund are made by Federated Advisers, the Fund's
investment adviser, subject to direction by the Directors. The Adviser
continually conducts investment research and supervision for the Fund and is
responsible for the purchase or sale of portfolio instruments, for which it
receives an annual fee from the Fund.


Both the Fund and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal



transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Directors, and could
result in severe penalties.


                                 ADVISORY FEES

The Adviser receives an annual investment advisory fee equal to .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 Adviser may
voluntarily waive a portion of its fee or reimburse the Fund for certain
operating expenses. The Adviser can terminate this voluntary waiver at any time
at its sole discretion. The Adviser has also undertaken to reimburse the Fund
for operating expenses in excess of limitations established by certain states.

                              ADVISER'S BACKGROUND

Federated Advisers, a Delaware business trust organized on April 11, 1989, is a
registered investment adviser under the Investment Advisers Act of 1940. It is a
subsidiary of Federated Investors. All of the Class A (voting) shares of
Federated Investors are owned by a trust, the trustees of which are John F.
Donahue, Chairman and Trustee of Federated Investors, Mr. Donahue's wife, and
Mr. Donahue's son, J. Christopher Donahue, who is President and Trustee of
Federated Investors.




Federated Advisers and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $72 billion invested across more than 260 funds
under management and/or administration by its subsidiaries, as of December 31,
1994, Federated Investors is one of the largest mutual fund investment managers
in the United States. With more than 1,750 employees, Federated continues to be
led by the management who founded the company in 1955. Federated funds are
presently at work in and through 4,000 financial institutions nationwide. More
than 100,000 investment professionals have selected Federated funds for their
clients.



Joseph M. Balestrino has been the Fund's portfolio manager since June, 1992. Mr.
Balestrino joined Federated Investors in 1986 and has been a Vice President of
the Fund's investment adviser since 1995. Mr. Balestrino served as an Assistant
Vice President of the investment adviser from 1991 until 1995, an Investment
Analyst from 1989 until 1991, and from 1986 until 1989 he acted as Project
Manager in the Product Development Department. Mr. Balestrino is a Chartered
Financial Analyst and received his M.U.R.P. in Urban and Regional Planning from
the University of Pittsburgh.


Mark E. Durbiano has been the Fund's portfolio manager since June, 1992. Mr.
Durbiano joined Federated Investors in 1982 and has been a Vice President of the
Fund's investment adviser since 1988. Mr. Durbiano is a Chartered Financial



Analyst and received his M.B.A. in Finance from the University of Pittsburgh.

DISTRIBUTION OF FORTRESS SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. 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.


State securities laws may require certain financial institutions such as
depository institutions to register as dealers.


                              SHAREHOLDER SERVICES

The Fund has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, under which the Fund
may make payments up to .25 of 1% of the average daily net asset value of
Fortress Shares, computed at an annual rate, to obtain certain personal services
for shareholders and the maintenance of shareholder accounts ("shareholder
services"). Under the Shareholder Services Agreement, Federated Shareholder
Services will either perform shareholder services directly or will select
financial institutions to perform shareholder services. Financial institutions
will receive fees based upon shares owned by their clients or customers. The
schedules of such fees and the basis upon which such fees will be paid will be
determined from time to time by the Fund and Federated Shareholder Services.





                            SUPPLEMENTAL PAYMENT TO
                             FINANCIAL INSTITUTIONS



The distributor will pay financial institutions, for distribution and/or
administrative services, an amount equal to 1.00% of the offering price of the
Shares acquired by their clients or customers on purchases up to $1,999,999,
..50% of the offering price on purchases of $2,000,000 to $4,999,999, and .25% of
the offering price on purchases of $5,000,000 or more. (This fee is in addition
to the 1.00% sales charge on purchases of less that $1 million.) The financial
institutions may elect to waive the initial payment described above; such waiver
will result in the waiver by the Fund of the otherwise applicable contingent
deferred sales charge.



Furthermore, in addition to payments made pursuant to the Shareholder Services
Agreement, Federated Securities Corp. and Federated Shareholder Services, from
their own assets, may pay financial institutions supplemental fees for the
performance of sales services, distribution-related support services, or
shareholder services. The support may include participating in sales,
educational and training seminars at recreational-type facilities, providing
sales literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
Shares the financial institution sells or may sell, and/or upon the type and



nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Adviser or its
affiliates.


ADMINISTRATION OF THE FUND

                            ADMINISTRATIVE SERVICES

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



<TABLE>
<CAPTION>
     MAXIMUM              AVERAGE AGGREGATE
  ADMINISTRATIVE          DAILY NET ASSETS
       FEE             OF THE FEDERATED FUNDS
<C>                 <S>
    0.15 of 1%      on the first $250 million
   0.125 of 1%      on the next $250 million
    0.10 of 1%      on the next $250 million
   0.075 of 1%      on assets in excess of
                    $750 million
</TABLE>





The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.

                            SHAREHOLDER INFORMATION

VOTING RIGHTS


Each Share gives the shareholder one vote in Director elections and other
matters submitted to shareholders for vote. All shares of each portfolio or
class in the Fund have equal voting rights, except that in matters affecting
only a particular portfolio or class, only shares of that portfolio or class are
entitled to vote. As of December 4, 1995, BHC Securities, Philadelphia, PA,
acting in various capacities for numerous accounts, was the owner of record of
approximately 192,065 shares (25.71%) of the Class A Shares 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.


As a Maryland corporation, the Corporation is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Fund's operation and for the election of Directors under certain
circumstances.




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


                                TAX INFORMATION

FEDERAL INCOME TAX


The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.


The Fund will be treated as a single separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Corporation's other portfolios, if any, will not be combined for tax purposes
with those realized by the Fund.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any



dividends earned in an IRA or qualified retirement plan until distributed.


STATE AND LOCAL TAXES


Fund Shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.

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

                            PERFORMANCE INFORMATION

From time to time, the Fund advertises its total return and yield for Fortress
Shares and the Fund's other classes of shares (described below under "Other
Classes of Shares").

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

The yield of Fortress Shares is calculated by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by
Fortress Shares over a thirty-day period by the maximum offering price per share
of Fortress Shares on the last day of the period. This number is then annualized
using semi-annual compounding. The yield does not necessarily reflect income



actually earned by Fortress Shares, and therefore, may not correlate to the
dividends or other distributions paid to shareholders.


The performance information reflects the effect of the maximum sales charge and
other similar non-recurring charges, such as the contingent deferred sales
charge, which, if excluded, would increase the total return.
Total return and yield will be calculated separately for Class A Shares, Class C
Shares, and Fortress Shares.


From time to time, advertisements for the Class A Shares, Class B Shares, Class
C Shares, and Fortress Shares of the Fund may refer to ratings, rankings, and
other information in certain financial publications and/or compare the
performance of Class A Shares, Class B Shares, Class C Shares and Fortress
Shares to certain indices.

                            OTHER CLASSES OF SHARES


The Fund also offers other classes of shares called Class A Shares, Class B
Shares, and Class C Shares which are all sold primarily to customers of
financial institutions.



Class A Shares are sold subject to a front-end sales charge, a Rule 12b-1 Plan
and a Shareholder Services Plan. Investments in Class A Shares are subject to a



minimum initial investment of $500, unless the investment is in a retirement
account, in which the minimum investment is $50.


Class B Shares are sold at net asset value subject to a contingent deferred
sales charge, a Rule 12b-1 Plan and a Shareholder Services Plan. Investments in
Class B Shares are subject to a minimum initial investment of $1,500, unless the
investment is in a retirement account, in which the minimum investment is $50.

Class C Shares are sold at net asset value subject to a contingent deferred
sales charge, a Rule 12b-1 Plan and a Shareholder Services Plan. Investments in
Class C Shares are subject to a minimum investment of $1,500, unless the
investment is in a retirement account, in which the minimum investment is $50.


Class A Shares, Class B Shares and Class C Shares and Fortress Shares are
subject to certain of the same expenses. Expense differences, however, between
Class A Shares, Class B Shares and Class C Shares and Fortress Shares may affect
the performance of each class.



To obtain more information and a combined prospectus for Class A Shares, Class B
Shares and Class C Shares, investors may call 1-800-235-4669.


                                    APPENDIX
                                  (UNAUDITED)




STANDARD AND POOR'S RATINGS GROUP ("S&P") 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.

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.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal payments. Adverse business,



financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB
rating.

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.

BA--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

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 obligator'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.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the limited margin of safety and the
need for reasonable business and economic activity throughout the life of the
issue.

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



<TABLE>
<S>                 <C>                                                    <C>
Investment Series Fund, Inc.
                    Federated Bond Fund                                    Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

Investment Adviser
                    Federated Advisers                                     Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- -----------------------------------------------------------------------------------------------------------------------

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

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

Independent Auditors



                    Ernst & Young LLP                                      One Oxford Center
                                                                           Pittsburgh, Pennsylvania 15219
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>





                                        FEDERATED BOND FUND
                                        (FORMERLY, FORTRESS BOND FUND)
                                        (A PORTFOLIO OF INVESTMENT
                                        SERIES FUNDS, INC.)
                                        FORTRESS SHARES

                                        PROSPECTUS

                                        An Open-End, Diversified
                                        Management Investment Company

                                        Prospectus dated December 31, 1995

[LOGO] FEDERATED SECURITIES CORP.
       ---------------------------------------------
       Distributor
       A subsidiary of FEDERATED INVESTORS

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PENNSYLVANIA 15222-3779

       Cusip 461444309
       G01271-02 (12/95)




FEDERATED BOND FUND
(FORMERLY, FORTRESS BOND FUND)
(A PORTFOLIO OF INVESTMENT SERIES FUND, INC)
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES


PROSPECTUS


The shares of Federated Bond Fund (the "Fund") represent interests in a
diversified portfolio of securities which is an investment portfolio of
Investment Series Funds, Inc. (the "Corporation"), an open-end management
investment company (a mutual fund).

The investment objective of the Fund is to provide as high a level of current
income as is consistent with the preservation of capital by investing primarily
in a portfolio of investment grade bonds.

THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISK,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

This prospectus contains the information you should read and know before you
invest in Class A Shares, Class B Shares, or Class C Shares of the Fund. Keep
this prospectus for future reference.


The Fund has also filed with the Securities and Exchange Commission a Statement
of Additional Information dated December 31, 1995 for Class A Shares, Class B
Shares, Class C Shares, and Fortress Shares. The information contained in the
Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information or
a paper copy of this prospectus, if you have received your prospectus
electronically, free of charge, by calling 1-800-235-4669. To obtain other
information, or to make inquiries about the Fund, contact your financial
institution.


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 December 31, 1995



                               TABLE OF CONTENTS
Summary of Fund Expenses.......................................................1
  Class A Shares...............................................................1
  Class B Shares...............................................................2
  Class C Shares...............................................................3

Financial Highlights...........................................................4
  Class A Shares...............................................................4
  Class B Shares...............................................................5
  Class C Shares...............................................................6

General Information............................................................7
Investment Information.........................................................8
  Investment Objective.........................................................8
  Investment Policies..........................................................8
  Investment Risks.............................................................9
  Investment Limitations......................................................17

Net Asset Value...............................................................17

Investing in the Fund.........................................................18

How To Purchase Shares........................................................19
  Investing In Class A Shares.................................................19
  Reducing or Eliminating the
     Sales Charge.............................................................20
  Investing In Class B Shares.................................................21
  Investing In Class C Shares.................................................22
  Special Purchase Features...................................................23

Exchange Privilege............................................................23
  Requirements for Exchange...................................................24

How To Redeem Shares..........................................................25
  Special Redemption Features.................................................26
  Contingent Deferred Sales Charge............................................27
  Elimination of Contingent Deferred
     Sales Charge.............................................................28

Account and Share Information.................................................29

Fund Information..............................................................30
  Management of the Corporation...............................................30
  Distribution of Shares......................................................31
  Administration of the Fund..................................................32
  Expenses of the Corporation and
     Class A Shares, Class B Shares, and
     Class C Shares...........................................................33

Shareholder Information.......................................................34
  Voting Rights...............................................................34

Tax Information...............................................................34
  Federal Income Tax..........................................................34
  State and Local Taxes.......................................................34

Performance Information.......................................................35

Other Classes of Shares.......................................................35

Appendix......................................................................36

Addresses.....................................................................38



                            SUMMARY OF FUND EXPENSES
                              FEDERATED BOND FUND
                         (FORMERLY, FORTRESS BOND FUND)
<TABLE>
<S>                                                                                                     <C>        <C>
                                                       CLASS A SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................................       4.50%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).........................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1)......................................................       0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................................       None
Exchange Fee.....................................................................................................       None

                                                 ANNUAL OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee (after waiver) (2)................................................................................       0.50%
12b-1 Fee (3)....................................................................................................       0.00%
Total Other Expenses.............................................................................................       0.55%
    Shareholder Services Fee (after waiver) (4).......................................................       0.20%
         Total Operating Expenses (5)............................................................................       1.05%
</TABLE>



(1) Shareholders who purchased shares with the proceeds of a redemption of
    shares of an unaffiliated investment company purchased and redeemed with a
    sales charge and not distributed by Federated Securities Corp. may be
    charged a contingent deferred sales charge of 0.50 of 1% for redemptions
    made within one year of purchase.


(2) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.75%

(3) Class A Shares has no present intention of paying or accruing the 12b-1 fee
    during the fiscal year ending October 31, 1996. If Class A Shares were
    paying or accruing the 12b-1 fee, Class A Shares would be able to pay up to
    0.25% of its average daily net assets for the 12b-1 fee. See "Fund
    Information."

(4) The maximum shareholder services fee is 0.25%.


(5) The total operating expenses in the table above are based on expenses
    expected during the fiscal year ending October 31, 1996. The total operating
    expenses were 1.02% for the fiscal year ended October 31, 1995 and would
    have been 1.37% absent the voluntary waivers of a portion of the management
    fee and a portion of the shareholder services fee.


    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class A Shares will bear,
either directly or indirectly. For more complete descriptions of the various
costs and expenses, see "Investing in Class A Shares" and "Fund Information."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.
<TABLE>
<CAPTION>
EXAMPLE                                                                                               1 YEAR     3 YEARS
<S>                                                                                                  <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.............................     $60        $77
You would pay the following expenses on the same investment, assuming
no redemption......................................................................................     $55        $77
</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.


                            SUMMARY OF FUND EXPENSES
                              FEDERATED BOND FUND
                         (FORMERLY, FORTRESS BOND FUND)
<TABLE>
<S>                                                                                                     <C>        <C>
                                                       CLASS B SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................................       None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).........................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1)......................................................       5.50%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................................       None
Exchange Fee.....................................................................................................       None
                                                 ANNUAL OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee (after waiver) (2)................................................................................       0.50%
12b-1 Fee........................................................................................................       0.75%
Total Other Expenses.............................................................................................       0.60%
    Shareholder Services Fee..........................................................................       0.25%
         Total Operating Expenses (3)(4).........................................................................       1.85%
 </TABLE>


(1) The contingent deferred sales charge is 5.50% in the first year, declining
    to 1.00% in the sixth year, and 0.00% thereafter. See "Contingent Deferred
    Sales Charge."

(2) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.75%

(3) Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
    approximately eight years after purchase.


(4) The total operating expenses in the table above are based on expenses
    expected during the fiscal year ending October 31, 1996. The total operating
    expenses were 1.81% for the fiscal year ended October 31, 1995, and would
    have been 2.11% absent the voluntary waiver of a portion of the management
    fee.


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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted under the rules of the National
Association of Securities Dealers, Inc.
<TABLE>
<CAPTION>
EXAMPLE                                                                                               1 year     3 years
<S>                                                                                                  <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.............................     $76       $102
You would pay the following expenses on the same investment, assuming no redemption................     $19        $58
</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.


                            SUMMARY OF FUND EXPENSES
                              FEDERATED BOND FUND
                         (FORMERLY, FORTRESS BOND FUND)
<TABLE>
<S>                                                                                                     <C>        <C>
                                                       CLASS C SHARES
                                              SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................................       None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).........................       None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable) (1)......................................................       1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................................       None
Exchange Fee.....................................................................................................       None
                                                 ANNUAL OPERATING EXPENSES
                                          (As a percentage of average net assets)
Management Fee (after waiver) (2)................................................................................       0.50%
12b-1 Fee........................................................................................................       0.75%
Total Other Expenses.............................................................................................       0.60%
    Shareholder Services Fee..........................................................................       0.25%
         Total Operating Expenses (3)............................................................................       1.85%

</TABLE>



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


(2) The management fee has been reduced to reflect the voluntary waiver of a
    portion of the management fee. The adviser can terminate this voluntary
    waiver at any time at its sole discretion. The maximum management fee is
    0.75%.


(3) The total operating expenses in the table above are based on expenses
    expected during the fiscal year ending October 31, 1996. The total operating
    expenses were 1.81% for the fiscal year ended October 31, 1995, and would
    have been 2.11% absent the voluntary waiver of a portion of the management
    fee.


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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charges permitted under the rules of the National
Association of Securities Dealers, Inc.
<TABLE>
<CAPTION>
EXAMPLE                                                                                               1 year     3 years
<S>                                                                                                  <C>        <C>
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period.............................     $29        $58
You would pay the following expenses on the same investment, assuming no redemption................     $19        $58
</TABLE>


    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                      FINANCIAL HIGHLIGHTS--CLASS A SHARES
                              FEDERATED BOND FUND
                         (FORMERLY, FORTRESS BOND FUND)
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


The following table has been audited by Ernst & Young LLP, the Fund's
independent auditors. Their report dated December 12, 1995, on the Fund's
financial statements for the year ended October 31, 1995, is included in the
Annual Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's Financial Statements and Notes thereto, which may be
obtained from the Fund.
<TABLE>
<CAPTION>
                                                                                                      PERIOD ENDED
                                                                                                  OCTOBER 31, 1995 (A)
<S>                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                    $    9.64
- -----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------------------------------
  Net investment income                                                                                      0.26
- -----------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                     0.11
- -----------------------------------------------------------------------------------------------            ------
  Total from investment operations                                                                           0.37
- -----------------------------------------------------------------------------------------------            ------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------------------------------
  Distributions from net investment income                                                                  (0.25)
- -----------------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                                             --
- -----------------------------------------------------------------------------------------------            ------
  Total distributions                                                                                       (0.25)
- -----------------------------------------------------------------------------------------------            ------
NET ASSET VALUE, END OF PERIOD                                                                          $    9.76
- -----------------------------------------------------------------------------------------------            ------
TOTAL RETURN (B)                                                                                             3.92%
- -----------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------------------------------
  Expenses                                                                                                   1.02%*
- -----------------------------------------------------------------------------------------------
  Net investment income                                                                                      8.22%*
- -----------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                                           0.35%*
- -----------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                                                           $5,070
- -----------------------------------------------------------------------------------------------
  Portfolio turnover                                                                                           77%
- -----------------------------------------------------------------------------------------------
</TABLE>


  *  Computed on an annualized basis.

(a) Reflects operations for the period from June 28, 1995 (date of initial
    public offering) to October 31, 1995.

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

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

Further information about the Fund's performance is contained in the Fund's
Annual Report for the fiscal year ended October 31, 1995, which can be obtained
free of charge.

                      FINANCIAL HIGHLIGHTS--CLASS B SHARES
                              FEDERATED BOND FUND
                         (FORMERLY, FORTRESS BOND FUND)
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


The following table has been audited by Ernst & Young LLP, the Fund's
independent auditors. Their report dated December 12, 1995, on the Fund's
financial statements for the year ended October 31, 1995, is included in the
Annual Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's Financial Statements and Notes thereto, which may be
obtained from the Fund.
<TABLE>
<CAPTION>
                                                                                                      PERIOD ENDED
                                                                                                  OCTOBER 31, 1995 (A)
<S>                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                    $    9.64
- -----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------------------------------
  Net investment income                                                                                      0.24
- -----------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                     0.11
- -----------------------------------------------------------------------------------------------            ------
  Total from investment operations                                                                           0.35
- -----------------------------------------------------------------------------------------------            ------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------------------------------
  Distributions from net investment income                                                                  (0.23)
- -----------------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                                             --
- -----------------------------------------------------------------------------------------------            ------
  Total distributions                                                                                       (0.23)
- -----------------------------------------------------------------------------------------------            ------
NET ASSET VALUE, END OF PERIOD                                                                             $ 9.76
- -----------------------------------------------------------------------------------------------            ------
TOTAL RETURN (B)                                                                                             3.72%
- -----------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------------------------------
  Expenses                                                                                                   1.81%*
- -----------------------------------------------------------------------------------------------
  Net investment income                                                                                      7.36%*
- -----------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                                           0.30%*
- -----------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                                                          $27,768
- -----------------------------------------------------------------------------------------------
  Portfolio turnover                                                                                           77%
- -----------------------------------------------------------------------------------------------
</TABLE>


 *  Computed on an annualized basis.

(a) Reflects operations for the period from June 28, 1995 (date of initial
    public offering) to October 31, 1995.

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

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

Further information about the Fund's performance is contained in the Fund's
Annual Report for the fiscal year ended October 31, 1995, which can be obtained
free of charge.

                      FINANCIAL HIGHLIGHTS--CLASS C SHARES
                              FEDERATED BOND FUND
                         (FORMERLY, FORTRESS BOND FUND)
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


The following table has been audited by Ernst & Young LLP, the Fund's
independent auditors. Their report dated December 12, 1995, on the Fund's
financial statements for the year ended October 31, 1995, is included in the
Annual Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's Financial Statements and Notes thereto, which may be
obtained from the Fund.
<TABLE>
<CAPTION>
                                                                                                      PERIOD ENDED
                                                                                                  OCTOBER 31, 1995 (A)
<S>                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                    $    9.64
- -----------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------------------------------
  Net investment income                                                                                      0.24
- -----------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                                                     0.11
- -----------------------------------------------------------------------------------------------            ------
  Total from investment operations                                                                           0.35
- -----------------------------------------------------------------------------------------------            ------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------------------------------
  Distributions from net investment income                                                                  (0.23)
- -----------------------------------------------------------------------------------------------
  Distributions from net realized gain on investment transactions                                              --
- -----------------------------------------------------------------------------------------------            ------
  Total distributions                                                                                       (0.23)
- -----------------------------------------------------------------------------------------------            ------
NET ASSET VALUE, END OF PERIOD                                                                          $    9.76
- -----------------------------------------------------------------------------------------------            ------
TOTAL RETURN (B)                                                                                             3.72%
- -----------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------------------------------
  Expenses                                                                                                   1.81%*
- -----------------------------------------------------------------------------------------------
  Net investment income                                                                                      7.31%*
- -----------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                                                           0.30%*
- -----------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                                                           $5,508
- -----------------------------------------------------------------------------------------------
  Portfolio turnover                                                                                           77%
- -----------------------------------------------------------------------------------------------
</TABLE>


  * Computed on an annualized basis.

(a) Reflects operations for the period from June 28, 1995 (date of initial
    public offering) to October 31, 1995.

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

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

Further information about the Fund's performance is contained in the Fund's
Annual Report for the fiscal year ended October 31, 1995, which can be obtained
free of charge.


                              GENERAL INFORMATION


The Corporation was organized under the laws of the State of Maryland on May 20,
1992. Prior to February 5, 1993, the Fund was operated as a portfolio of
Investment Series Trust, a Massachusetts business trust established pursuant to
a Declaration of Trust dated March 17, 1987. On February 3, 1993, the
shareholders of the Fund voted to reorganize the Fund as a portfolio of the
Corporation. On June 15, 1992, the shareholders of High Income Securities Fund
approved a change to the investment objective of the Fund, as well as the name
change of the Fund to Fortress Bond Fund. On June 27, 1995, the name of the Fund
was changed to Federated Bond Fund. The Articles of Incorporation permit the
Fund to offer separate series of shares of beneficial interest representing
interests in separate portfolios of securities. The shares in any one portfolio
may be offered in separate classes. With respect to this Fund, as of the date of
this prospectus, the Board of Directors (the "Directors") has established four
classes of shares, known as Class A Shares, Class B Shares, Class C Shares
(individually and collectively referred to, as the context requires, as
"Shares"), and Fortress Shares. This prospectus relates only to the Class A
Shares, Class B Shares, and Class C Shares of the Fund.

Shares of the Fund are designed primarily for individuals and institutions
seeking as high a level of current income as is consistent with the preservation
of capital by investing in a portfolio of investment grade bonds.

For information on how to purchase the Shares offered by this prospectus, please
refer to "Investing in the Fund." The minimum initial investment for Class A
Shares is $500. The minimum initial investment for Class B Shares and Class C
Shares is $1,500. However, the minimum initial investment for a retirement
account in any class is $50. Subsequent investments in any class must be in
amounts of at least $100, except for retirement plans which must be in amounts
of at least $50.


Class A Shares are sold at net asset value plus an applicable sales charge and
are redeemed at net asset value. However, a contingent deferred sales charge is
imposed under certain circumstances. For a more complete description, see
"Redeeming Shares."


Class B Shares are sold at net asset value and are redeemed at net asset value.
However, a contingent deferred sales charge is imposed on certain Shares which
are redeemed within six full years of purchase. See "Redeeming Shares."

Class C Shares are sold at net asset value. A contingent deferred sales charge
of 1.00% will be charged on assets redeemed within the first 12 months following
purchase. See "Redeeming Shares."
Additionally, information regarding the exchange privilege offered with respect
to the Fund and certain other funds for which affiliates of Federated Investors
serve as principal underwriter ("Federated Funds") can be found under "Exchange
Privilege."

Federated Advisers is the investment adviser (the "Adviser") to the Fund and
receives compensation for its services.

The Fund's current net asset value and offering price can be found in the mutual
funds section of local newspapers under "Federated Liberty."

                             INVESTMENT INFORMATION
INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide as high a level of current
income as is consistent with the preservation of capital. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus. The
investment objective stated above cannot be changed without the approval of
shareholders. Unless stated otherwise, the investment policies of the Fund
described below may be changed without shareholder approval.


INVESTMENT POLICIES

                             ACCEPTABLE INVESTMENTS


The Fund invests primarily in a professionally managed, diversified portfolio of
bonds. Under normal circumstances, at least 65% of the Fund's net assets will be
invested in such bonds and, in addition, at least 65% of the Fund's net assets
will be invested in investment grade securities, including repurchase agreements
collateralized by investment grade securities. Investment grade securities are
generally described as securities that are rated in one of the top four rating
categories by a nationally recognized statistical rating organization ("NRSRO"),
such as Moody's Investors Service, Inc. ("Moody's), Standard & Poor's Ratings
Group ("S&P"), or Fitch Investors Service, Inc. ("Fitch") or that are unrated
but determined by the Fund's investment adviser to be of comparable quality. A
description of the ratings categories is contained in the Appendix to the
Statement of Additional Information. Permitted investments include:



.. domestic or foreign corporate debt obligations (as a matter of operating
  policy, the lowest rated corporate debt obligations, including zero coupon
  convertible securities, in which the Fund will invest will be rated B or
  better by an NRSRO, at the time of purchase, or which are of comparable
  quality in the judgment of the Fund's investment adviser. If a security loses
  its rating or has its rating reduced after the Fund has purchased it, the Fund
  is not required to sell or otherwise dispose of the security, but may consider
  doing so, provided that the Fund will continue to maintain at least 65% of the
  value of its net assets in investment grade securities.);


.. obligations of the United States;

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

.. taxable municipal debt obligations (as a matter of operating policy, the
  lowest rated municipal debt obligations in which the Fund will invest will
  be rated BBB or better by an NRSRO, or which are of comparable quality in
  the judgment of the Fund's investment adviser);

.. asset-backed securities;

.. commercial paper that matures in 270 days or less and is rated A-1 or A-2 by
  S&P, P-1 or P-2 by Moody's, or F-1 or F-2 by Fitch;

.. time and savings deposits (including certificates of deposit) in commercial or
  savings banks whose accounts are insured by the Bank Insurance Fund ("BIF"),
  or in institutions whose accounts are insured by the Savings

.. Association Insurance Fund ("SAIF"), including certificates of deposit issued
  by, and other time deposits in, foreign branches of BIF-insured banks which,
  if negotiable, mature in six months or less or if not negotiable, either
  mature in ninety days or less, or may be withdrawn upon notice not exceeding
  ninety days;

.. bankers' acceptances issued by a BIF-insured bank, or issued by the bank's
  Edge Act subsidiary and guaranteed by the bank, with remaining maturities of
  nine months or less. The total acceptances of any bank held by the Fund cannot
  exceed 0.25% of such bank's total deposits according to the bank's last
  published statement of condition preceding the date of acceptance;

.. preferred stock and other equity-related securities which generally have
  bond-like attributes, including zero coupon and/or convertible securities;

.. other securities which are deemed by the Fund's investment adviser, Federated
  Advisers (the "Adviser"), to be consistent with the Fund's investment
  objective; and

.. repurchase agreements collateralized by acceptable investments.

INVESTMENT RISKS

                           CORPORATE DEBT OBLIGATIONS


Although the corporate debt obligations in which the Fund will invest primarily
are rated as investment grade by an NRSRO, or of comparable quality in the
judgment of the investment adviser, the Fund may invest in corporate debt
obligations that are not investment grade bonds, but are rated B or better by an
NRSRO (i.e., "junk bonds"). However, not more than 35% of the Fund's net assets,
under normal circumstances, will be invested in non-investment grade securities.
Corporate debt obligations that are not determined to be investment grade are
high-yield, high-risk bonds, typically subject to greater market fluctuations
and greater risk of loss of income and principal due to an issuer's default. To
a greater extent than investment grade bonds, lower rated bonds tend to reflect
short-term corporate, economic, and market developments, as well as investor
perceptions of the issuer's credit quality. In addition, lower rated bonds may
be more difficult to dispose of or to value than higher rated, lower-yielding
bonds. Bonds rated "BBB" by S&P or Fitch, 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 generally fluctuate inversely to the
direction of interest rates.
<TABLE>
<CAPTION>
                             AS A PERCENTAGE OF TOTAL
                               MARKET VALUE OF BOND
CREDIT RATING             HOLDINGS AS OF OCTOBER 31, 1995
<S>                      <C>
BB.....................                   8.19%
B......................                   17.3
CC & CCC...............                      0
                                        ------
                                         25.49%
                                        ------
                                        ------
</TABLE>


                          U.S. GOVERNMENT OBLIGATIONS

The U.S. government obligations 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 Federal Farm Credit System, Federal Home Loan
  Banks System, Federal National Mortgage Association, Student Loan Marketing
  Association, and Federal Home Loan Mortgage Corporation.

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 agencies and 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.

                              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.

                            ASSET-BACKED SECURITIES

Asset-backed securities are created by the grouping of certain governmental,
government related and private loans, receivables and other lender assets
including vehicle installment purchase obligations and credit card receivables
into pools. Interests in these pools are sold as individual securities and are
not backed or guaranteed by the U.S. government and may not be secured. Payments
from the asset pools may be divided into several different tranches of debt
securities, with some tranches entitled to receive regular installments of
principal and interest, other tranches entitled to receive regular installments
of interest, with principal payable at maturity or upon specified call dates,
and other tranches only entitled to receive payments of principal and accrued
interest at maturity or upon specified call dates. Different tranches of
securities will bear different interest rates, which may be fixed or floating.

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

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

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

                  NON-MORTGAGE RELATED ASSET-BACKED SECURITIES

The Fund may invest in non-mortgage related asset-backed securities including,
but not limited to, interests in pools of receivables, such as credit card and
accounts receivable and motor vehicle and other installment purchase obligations
and leases. These securities may be in the form of pass-through instruments or
asset-backed obligations. The securities, all of which are issued by
non-governmental entities and carry no direct or indirect government guarantee,
are structurally similar to collateralized mortgage obligations and mortgage
pass-through securities, which are described below.

                    MORTGAGE RELATED ASSET-BACKED SECURITIES

The Fund may also invest in various mortgage-related asset-backed securities.
These types of investments may include adjustable rate mortgage securities,
collateralized mortgage obligations, real estate mortgage investment conduits,
or other securities collateralized by or representing an interest in real estate
mortgages (collectively, "mortgage securities"). Many mortgage securities are
issued or guaranteed by government agencies.

                            ADJUSTABLE RATE MORTGAGE
                              SECURITIES ("ARMS")

ARMs are pass-through mortgage securities representing interests in adjustable
rather than fixed interest rate mortgages. The ARMs in which the Fund invests
are issued by the Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA"), and the Federal Home Loan Mortgage
Corporation ("FHLMC") and are actively traded. The underlying mortgages which
collateralize ARMs issued by GNMA are fully guaranteed by the Federal Housing
Administration ("FHA") or Veterans Administration ("VA"), while those
collateralizing ARMs issued by FHLMC or FNMA are typically conventional
residential mortgages conforming to strict underwriting size and maturity
constraints.


                            COLLATERALIZED MORTGAGE
                              OBLIGATIONS ("CMOS")


CMOs are bonds issued by single-purpose, stand-alone finance subsidiaries or
trusts of financial institutions, government agencies, investment bankers, or
companies related to the construction industry. CMOs purchased by the Fund may
be:

.. 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;

.. 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

.. securities in which the proceeds of the issuance are invested in mortgage
  securities and payment of the principal and interest is supported by the
  credit of an agency or instrumentality of the U.S. government.

All CMOs purchased by the Fund are investment grade, as rated by a NRSRO.


              REAL ESTATE MORTGAGE INVESTMENT CONDUITS ("REMICS")



REMICs are offerings of multiple class real estate mortgage-backed securities
which qualify and elect treatment as such under provisions of the Internal
Revenue Code (the "Code"). Issuers of REMICs may take several forms, such as
trusts, partnerships, corporations, associations, or segregated pools of
mortgages. Once REMIC status is elected and obtained, the entity is not subject
to federal income taxation. Instead, income is passed through the entity and is
taxed to the person or persons who hold interests in the REMIC. A REMIC interest
must consist of one or more classes of "regular interests," some of which may
offer adjustable rates of interest, and a single class of "residual interests."
To qualify as a REMIC, substantially all the assets of the entity must be in
assets directly or indirectly secured principally by real property.

                               RESETS OF INTEREST

The interest rates paid on the ARMs, CMOs, and REMICs in which the Fund invests
generally are readjusted at intervals of one year or less to an increment over
some predetermined interest rate index. There are two main categories of
indices: those based on U.S. Treasury securities and those derived from a
calculated measure, such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year and five-year
constant maturity Treasury Note rates, the three-month Treasury Bill rate, the
180-day Treasury Bill rate, rates on longer-term Treasury securities, the
National Median Cost of Funds, the one-month or three-month London Interbank
Offered Rate (LIBOR), the prime rate of a specific bank, or commercial paper
rates. Some indices, such as the one-year constant maturity Treasury Note rate,
closely mirror changes in market interest rate levels. Others tend to lag
changes in market rate levels and tend to be somewhat less volatile.

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

                                CAPS AND FLOORS
The underlying mortgages which collateralize the ARMs, CMOs, and REMICs in which
the Fund invests will frequently have caps and floors which limit the maximum
amount by which the loan rate to the residential borrower may change up or down:
(1) per reset or adjustment interval, and (2) over the life of the loan. Some
residential mortgage loans restrict periodic adjustments by limiting changes in
the borrower's monthly principal and interest payments rather than limiting
interest rate changes.

These payment caps may result in negative amortization. The value of mortgage
securities in which the Fund invests may be affected if market interest rates
rise or fall faster and farther than the allowable caps or floors on the
underlying residential mortgage loans. Additionally, even though the interest
rates on the underlying residential mortgages are adjustable, amortization and
prepayments may occur, thereby causing the effective maturities of the mortgage
securities in which the Fund invests to be shorter than the maturities stated in
the underlying mortgages.

                                BANK INSTRUMENTS


The Fund only invests in bank instruments either issued by an institution having
capital, surplus and undivided profits over $100 million or insured by BIF or
SAIF. Bank instruments may include Eurodollar Certificates of Deposit ("ECDs"),
Yankee Certificates of Deposit ("Yankee CDs") and Eurodollar Time Deposits
("ETDs"). Due to the fact that institutions issuing such instruments are not
necessarily subject to the same regulatory requirements that apply to domestic
banks, such as the reserve requirements, loan limitations, examination,
accounting, auditing, recordkeeping, and the public availability of information,
these investments may present additional risks to investors.


                       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.

                       RESTRICTED AND ILLIQUID SECURITIES

The Fund intends to invest in restricted securities. Restricted securities are
any securities in which the Fund may otherwise invest pursuant to its investment
objective and policies, but which are subject to restriction on resale under
federal securities law. However, the Fund will limit investments in illiquid
securities, including certain restricted securities determined by the Directors
to be illiquid, non-negotiable time deposits, unlisted options, and repurchase
agreements providing for settlement in more than seven days after notice, to 15%
of its net assets.

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

therefore, to treat the restricted securities which meet the criteria for
liquidity established by the Directors, including Section 4(2) commercial paper,
as determined by the Adviser, as liquid and not subject to the investment
limitations applicable to illiquid securities.


                               FOREIGN SECURITIES



Investments in foreign securities, particularly those of non-governmental
issuers, involve considerations which are not ordinarily associated with
investments in domestic issuers. These considerations include the possibility of
expropriation, the unavailability of financial information or the difficulty of
interpreting financial information prepared under foreign accounting standards,
less liquidity and more volatility in foreign securities markets, the impact of
political, social, or diplomatic developments, and the difficulty of assessing
economic trends in foreign countries. It may also be more difficult to enforce
contractual obligations abroad than would be the case in the United States
because of differences in the legal systems. Transaction costs in foreign
securities may be higher. The Adviser will consider these and other factors
before investing in foreign securities and will not make such investments
unless, in its opinion, such investments will meet the Fund's standards and
objectives.



The Fund reserves the right to invest in foreign securities. With respect to
foreign governmental securities, the Fund reserves the right to invest up to 25%
of its total assets in fixed income securities of foreign governmental units
located within an individual foreign nation and to purchase or sell various
currencies on either a spot or forward basis in connection with these
investments.


             INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund may invest in the securities of other investment companies, but it will
not own 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 only invest in other investment companies that are money market
funds having an investment objective and policies similar to its own and
primarily for the purpose of investing short-term cash which has not yet been
invested in other portfolio instruments. The Adviser to the Fund will waive its
investment advisory fee on assets invested in securities of open-end investment
companies.

                             TEMPORARY INVESTMENTS

The Fund may also invest temporarily in cash and cash items during times of
unusual market conditions for defensive purposes and to maintain liquidity.

                             REPURCHASE AGREEMENTS

Repurchase agreements are arrangements in which banks, broker/dealers, and other
recognized financial institutions sell U.S. government securities or
certificates of deposit to the Fund and agree at the time of sale to repurchase
them at a mutually agreed upon time and price. To the extent that the original
seller does not repurchase the securities from the Fund, the Fund could receive
less than the repurchase price on any sale of such securities. Repurchase
agreements are included within the definition of investment grade securities.


                  WHEN-ISSUED OR 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 the transaction 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/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 in transactions to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits or losses upon the sale of such
commitments.

                        LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend portfolio securities
on a short-term or long-term basis up to one-third of the value of its total
assets to broker/dealers, banks, or other institutional borrowers of securities.
The Fund will only enter into loan arrangements with broker/dealers, banks, or
other institutions which the Adviser has determined are creditworthy under
guidelines established by the Directors 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.

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.

                              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 nationally recognized exchange.

The Fund will generally purchase over-the-counter put options on portfolio
securities in negotiated transactions with the writers of the options since
options on the portfolio securities held by the Fund 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 Adviser.

In general, over-the-counter put options differ from exchange traded put options
in the following respects. Over-the-counter put options are two party contracts
with price and terms negotiated between buyer and seller, and such options are
endorsed and/or guaranteed by third parties (such as a New York Stock Exchange
member). Additionally, over-the-counter strike prices are adjusted to reflect
dividend payments, initial strike prices are generally set at market, and option
premiums (which are all time premiums) are amortized on a straight line basis
over the life of the option. In contrast, exchange traded options are
third-party contracts with standardized strike prices and expiration dates and
are purchased from the Clearing Corporation. Strike prices are not adjusted for
dividends, and options are marked to market, thereby obviating the need to
amortize the time premium. Exchange traded options have a continuous liquid
market while over-the-counter options do not.

The Fund may also write call options on all or any portion of its portfolio in
an effort 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 Directors.

The Fund may attempt to hedge the portfolio by entering into financial futures
contracts and to write calls on financial futures contracts.

                                     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 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 Adviser will consider liquidity before entering into option
transactions, there is no assurance that a liquid secondary market on an
exchange will exist for any particular option or at any particular time. The
Fund's ability to establish and close out option positions depends on this
secondary market.

                      DERIVATIVE CONTRACTS AND SECURITIES

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


Derivative contracts and securities can be used to reduce or increase the
volatility of an investment portfolio's total performance. While the response of
certain derivative contracts and securities to market changes may differ from
traditional investments, such as stock and bonds, derivatives do not necessarily
present greater market risks than traditional investments. The Fund will only
use derivative contracts for the purposes disclosed in the applicable prospectus
sections above. To the extent that the Fund invests in securities that could be
characterized as derivatives, such as asset-backed securities and
mortgage-backed securities, including ARMs, CMOs, and REMICs, it will only do so
in a manner consistent with its investment objectives, policies and limitations.
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 up to one-third of
  the value of its total assets and pledge up to 10% of the value of those
  assets to secure such borrowings;

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

.. sell securities short except, under strict limitations, it may maintain open
  short positions so long as not more than 10% of the value of its net assets is
  held as collateral for those positions; nor

.. with respect to 75% of the value of its total assets, invest more than 5% in
  securities of any one issuer other than cash, cash items or securities issued
  or guaranteed by the government of the United States, its agencies, or
  instrumentalities and repurchase agreements collateralized by such securities.

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

The Fund will not:

.. invest more than 5% of the value of its total assets in securities of issuers
  that have records of less than three years of continuous operations including
  the operation of any predecessor.

                                NET ASSET VALUE

The Fund's net asset value per Share fluctuates. The net asset value for Shares
is determined by adding the interest of each class of Shares in the market value
of all securities and other assets of the Fund, subtracting the interest of each
class of Shares in the liabilities of the Fund and those attributable to each
class of Shares, and dividing the remainder by the total number of each class of
Shares outstanding. The net asset value for each class of Shares may differ due
to the variance in daily net income realized by each class. Such variance will
reflect only accrued net income to which the shareholders of a particular class
are entitled.


The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value of
the Fund's portfolio securities that its 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, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day.


                             INVESTING IN THE FUND


This prospectus offers investors three classes of Shares that carry sales
charges and contingent deferred sales charges in different forms and amounts and
which bear different levels of expenses:


                                 CLASS A SHARES


An investor who purchases Class A Shares pays a maximum sales charge of 4.50% at
the time of purchase. As a result, Class A Shares are not subject to any charges
when they are redeemed (except for special programs offered under "Purchases
with Proceeds From Redemptions of Unaffiliated Investment Companies"). Class A
Shares are distributed pursuant to a Rule 12b-1 plan whereby the distributor is
paid a fee of up to .25 of 1.00%. Certain purchases of Class A Shares qualify
for reduced sales charges. See "Reducing or Eliminating the Sales Charge." Class
A Shares have no conversion feature.


                                 CLASS B SHARES


Class B Shares are sold without an initial sales charge, but are subject to a
contingent deferred sales charge of up to 5.50% if redeemed within six full
years following purchase. Class B Shares also bear a higher 12b-1 fee than Class
A Shares. Class B Shares will automatically convert into Class A Shares, based
on relative net asset value, on or around the fifteenth of the month eight full
years after the purchase date. Class B Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but (until conversion) will have a higher expense ratio and pay lower
dividends than Class A Shares due to Class B Shares' higher possible 12b-1 fee
of up to .75 of 1.00%.


                                 CLASS C SHARES


Class C Shares are sold without an initial sales charge but are subject to a
1.00% contingent deferred sales charge on assets redeemed within the first 12
months following purchase. Class C Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but will have a higher expense ratio and pay lower dividends than Class A
Shares due to Class C Shares' higher possible 12b-1 fee of up to .75 of 1%.
Class C Shares have no conversion feature.


                             HOW TO PURCHASE SHARES


Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below, either through a
financial institution (such as a bank or broker/dealer which has a sales
agreement with the distributor) or by wire or by check directly to the Fund,
with a minimum initial investment of $500 for Class A Shares and $1,500 for
Class B Shares and Class C Shares. Additional investments can be made for as
little as $100. The minimum initial and subsequent investment for retirement
plans is only $50. (Financial institutions may impose different minimum
investment requirements on their customers.)


In connection with any sale, Federated Securities Corp., may from time to time,
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before Shares can be purchased.

INVESTING IN CLASS A SHARES


Class A Shares are sold at their net asset value next determined after an order
is received, plus a sales charge as follows:
<TABLE>
<CAPTION>
                       SALES                       DEALER
                       CHARGE    SALES CHARGE    CONCESSION
                        AS A         AS A           AS A
                     PERCENTAGE   PERCENTAGE     PERCENTAGE
                     OF PUBLIC      OF NET       OF PUBLIC
     AMOUNT OF        OFFERING      AMOUNT        OFFERING
    TRANSACTION        PRICE       INVESTED        PRICE*
<S>                  <C>         <C>           <C>
Less than $100,000     4.50%        4.71%          4.00%
$100,000 but less
  than $250,000        3.75%        3.90%          3.25%
$250,000 but less
  than $500,000        2.50%        2.56%          2.25%
$500,000 but less
  than $1 million      2.00%        2.04%          1.80%
$1,000,000 or
  greater              0.00%        0.00%          0.25%
</TABLE>


*See sub-section entitled "DEALER CONCESSION."


No sales charge is imposed for Class A Shares purchased through bank trust
departments, investment advisers registered under the Investment Advisers Act of
1940, retirement plans where the third party administrator has entered into
certain arrangements with Federated Securities Corp. or its affiliates, to "wrap
accounts" or similar programs for the benefit of clients of financial
institutions under which clients pay fees to such financial institutions, or to
shareholders designated as Liberty Life Members. However, investors who purchase
Shares through a trust department, investment adviser, wrap account, or
retirement plan may be charged an additional service fee by the institution.


                               DEALER CONCESSION


For sales of Class A Shares, a dealer will normally receive up to 90% of the
applicable sales charge. Any portion of the sales charge which is not paid to a
dealer will be retained by the distributor. However, the distributor, may offer
to pay dealers up to 100% of the sales charge retained by it. Such payments may
take the form of cash or promotional incentives, such as reimbursement of
certain expenses of qualified employees and their spouses to attend
informational meetings about the Fund or other special events at
recreational-type facilities, or items of
material value. In some instances, these incentives will be made available only
to dealers whose employees have sold or may sell a significant amount of Shares.
On purchases of $1 million or more, the investor pays no sales charge; however,
the distributor will make twelve monthly payments to the dealer totaling 0.25%
of the public offering price over the first year following the purchase. Such
payments are based on the original purchase price of Shares outstanding at each
month end.



The sales charge for Shares sold other than through registered broker/dealers
will be retained by Federated Securities Corp. Federated Securities Corp. may
pay fees to banks out of the sales charge in exchange for sales and/or
administrative services performed on behalf of the bank's customers in
connection with the initiation of customer accounts and purchases of Shares.



REDUCING OR ELIMINATING THE
SALES CHARGE



The sales charge can be reduced or eliminated on the purchase of Class A Shares
through:


.. quantity discounts and accumulated purchases;

.. concurrent purchases;

.. signing a 13-month letter of intent;

.. using the reinvestment privilege; or

.. purchases with proceeds from redemptions of unaffiliated investment company
  shares.

                             QUANTITY DISCOUNTS AND
                             ACCUMULATED PURCHASES

As shown in the table on page 19, larger purchases reduce or eliminate the sales
charge paid. The Fund will combine purchases of Class A Shares made on the same
day by the investor, the investor's spouse, and the investor's children under
age 21 when it calculates the sales charge. In addition, the sales charge, if
applicable, is reduced or eliminated 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 Class A Shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns Class A 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 3.75%, not 4.50%.



To receive the sales charge reduction or elimination, Federated Securities Corp.
must be notified by the shareholder in writing or by his financial institution
at the time the purchase is made that Class A Shares are already owned or that
purchases are being combined. The Fund will reduce the sales charge after it
confirms or eliminate the purchases.


                              CONCURRENT PURCHASES


For purposes of qualifying for a sales charge reduction, a shareholder has the
privilege of combining concurrent purchases of two or more Class A Shares in the
Federated Funds, the purchase price of which includes a sales charge. For
example, if a shareholder concurrently invested $80,000 in one of the other
Class A Shares in the Federated Funds with a sales charge, and $20,000 in this
Fund, the sales charge would be reduced or eliminated.



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


                                LETTER OF INTENT


If a shareholder intends to purchase at least $100,000 of shares of the funds in
the Federated Funds (excluding money market funds) over the next 13 months, the
sales charge may be reduced or eliminated by signing a letter of intent to that
effect. This letter of intent includes a provision for a sales chargeadjustment
depending on the amount actually purchased within the 13-month period and a
provision for the custodian to hold up to 4.50% of the total amount intended to
be purchased in escrow (in shares) until such purchase is completed.



The Shares held in escrow in the shareholder's account will be released upon the
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales charge.
While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales charge applicable
to the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Class A Shares of any fund in
the Federated Funds, excluding money market accounts, will be aggregated to
provide a purchase credit towards fulfillment of the letter of intent. Prior
trade prices will not be adjusted.


                             REINVESTMENT PRIVILEGE


If Class A Shares in the Fund have been redeemed, the shareholder has a one-time
right, within 120 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 his financial
institution of the reinvestment in order to eliminate a sales charge. If the
shareholder redeems his Class A Shares in the Fund, there may be tax
consequences.


                          PURCHASES WITH PROCEEDS FROM
                          REDEMPTIONS OF UNAFFILIATED
                              INVESTMENT COMPANIES


Investors may purchase Class A Shares at net asset value, without a sales
charge, with the proceeds from the redemption of shares of an unaffiliated
investment company that were purchased or sold with a sales charge or commission
and were 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. From time to time, the Fund may offer dealers a
payment of .50 of 1.00% for Shares purchased under this program. If Shares are
purchased in this manner, Fund purchases will be subject to a contingent
deferred sales charge for one year from the date of purchase.


INVESTING IN CLASS B SHARES


Class B Shares are sold at their net asset value next determined after an order
is received. While Class B Shares are sold without an initial sales charge,
under certain circumstances described under "Contingent Deferred Sales
Charge--Class B Shares," a contingent deferred sales charge may be applied by
the distributor at the time Class B Shares are redeemed.


                          CONVERSION OF CLASS B SHARES


Class B Shares will automatically convert into Class A Shares on or around the
fifteenth of the month eight full years after the purchase date, except as noted
below, and will no longer be subject to a distribution services fee (see
"Distribution of Shares"). Such conversion will be on the basis of the relative
net asset values per share, without the imposition of any sales
charge, fee or other charge. Class B Shares acquired by exchange from Class B
Shares of another fund in the Federated Funds will convert into Class A Shares
based on the time of the initial purchase. For purposes of conversion to Class A
Shares, Shares purchased through the reinvestment of dividends and distributions
paid on Class B Shares will be considered to be held in a separate sub-account.
Each time any Class B Shares in the shareholder's account (other than those in
the sub-account) convert to Class A Shares, an equal pro rata portion of the
Class B Shares in the sub-account will also convert to Class A Shares. The
conversion of Class B Shares to Class A Shares is subject to the continuing
availability of a ruling from the Internal Revenue Service or an opinion of
counsel that such conversions will not constitute taxable events for federal tax
purposes. There can be no assurance that such ruling or opinion will be
available, and the conversion of Class B Shares to Class A Shares will not occur
if such ruling or opinion is not available. In such event, Class B Shares would
continue to be subject to higher expenses than Class A Shares for an indefinite
period.


Orders for $250,000 or more of Class B Shares will automatically be invested in
Class A Shares.

INVESTING IN CLASS C SHARES

Class C Shares are sold at net asset value next determined after an order is
received. A contingent deferred sales charge of 1.00% will be charged on assets
redeemed within the first full 12 months following purchase. For a complete
description of this charge see "Contingent Deferred Sales Charge--Class C
Shares."

               PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION

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

The financial institution which maintains investor accounts in Class B Shares or
Class C Shares with the Fund must do so on a fully disclosed basis unless it
accounts for share ownership periods used in calculating the contingent deferred
sales charge (see "Contingent Deferred Sales Charge"). In addition, advance
payments made to financial institutions may be subject to reclaim by the
distributor for accounts transferred to financial institutions which do not
maintain investor accounts on a fully disclosed basis and do not account for
share ownership periods (see "Other Payments to Financial Institution").

                           PURCHASING SHARES BY WIRE


To purchase Shares directly from Federated Securities Corp. by Federal Reserve
wire, call the Fund. Shares cannot be purchased by wire on holidays when wire
transfers are restricted. Questions on wire purchases should be directed to your
shareholder services representative at the telephone number listed on your
account statement.


                           PURCHASING SHARES BY CHECK


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


SPECIAL PURCHASE FEATURES
                         SYSTEMATIC INVESTMENT PROGRAM


Once a Fund 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 or savings
account at an Automated Clearing House ("ACH") member and invested in the Fund
at the net asset value next determined after an order is received by the Fund,
plus the sales charge, if applicable. Shareholders should contact their
financial institution or the Fund to participate in this program.


                                RETIREMENT PLANS

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

                               EXCHANGE PRIVILEGE

                                 CLASS A SHARES


Class A shareholders may exchange all or some of their Shares for Class A Shares
of other funds in the Federated Funds at net asset value. Neither the Fund nor
any of the funds in the Federated Funds imposes any additional fees on
exchanges.


                                 CLASS B SHARES


Class B shareholders may exchange all or some of their Shares for Class B Shares
of other funds in the Federated Funds. (Not all funds in the Federated Funds
currently offer Class B Shares. Contact your financial institution regarding the
availability of other Class B Shares in the Federated Funds). Exchanges are made
at net asset value without being assessed a contingent deferred sales charge on
the exchanged Shares. To the extent that a shareholder exchanges Shares for
Class B Shares in other funds in the Federated Funds, the time for which the
exchanged-for Shares are to be held will be added to the time for which
exchanged-from Shares were held for purposes of satisfying the applicable
holding period.


                                 CLASS C SHARES


Class C shareholders may exchange all or some of their Shares for Class C Shares
in other funds in the Federated Funds at net asset value without a contingent
deferred sales charge. (Not all funds in the Federated Funds currently offer
Class C Shares. Contact your financial institution regarding the availability of
other Class C Shares in the Federated Funds.) Participants in a retirement plan
under the Program may exchange some or all of their Shares for Class C Shares of
other funds offered under their plan at net asset value without a contingent
deferred sales charge. To the extent that a shareholder exchanges Shares for
Class C Shares in other funds in the Federated Funds, the time for which the
exchanged-for Shares are to be held will be added to the time for which
exchanged-from Shares were held for purposes of satisfying the applicable
holding period. For more information, see "Contingent Deferred Sales Charge."



The Fund has exchange privileges with the following Federated Funds:



American Leaders Fund, Inc.; Capital Growth Fund (Class A Shares and Class C
Shares only); Federated Small Cap Strategies Fund; Fund for U.S. Government
Securities, Inc.; Federated International Equity Fund; Federated International
Income Fund; 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.; Limited Term Fund (Class A Shares
only); Limited Term Municipal Fund (Class A Shares only); Michigan Intermediate
Municipal Trust (Class A Shares only); Pennsylvania Municipal Income Fund (Class
A Shares only); Strategic Income Fund; Tax-Free Instruments Trust (Class A
Shares only); and, World Utility Fund.



Prospectuses for these funds are available by writing to Federated Securities
Corp.



Shareholders of Class A Shares who have been designated Liberty Life Members are
exempt from sales charges on future purchases in and exchanges between the Class
A Shares of any funds in the Federated Funds, as long as they maintain a $500
balance in one of the Federated Funds.


REQUIREMENTS FOR EXCHANGE

Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. 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
Shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
proceeds invested in the same class of Shares of the other fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.


Further information on the exchange privilege and prospectuses for the Federated
Funds are available by contacting the Fund.


                                TAX CONSEQUENCES

An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, a capital gain or loss may be
realized.

                               MAKING AN EXCHANGE

Instructions for exchanges for the Liberty Family of Funds may be given in
writing or by telephone. Written instructions may require a signature guarantee.
Shareholders of the Fund may have difficulty in making exchanges by telephone
through brokers and other financial institutions during times of drastic
economic or market changes. If a shareholder cannot contact his broker or
financial institution by telephone, it is recommended that an exchange request
be made in writing and sent by overnight mail to Federated Services Company, 500
Victory Road--2nd Floor, Quincy, Massachusetts 02171.

Instructions for exchanges for retirement plans participating in the Federated
LifeTrackTM Program should be given to the plan administrator.

                             TELEPHONE INSTRUCTIONS

Telephone instructions made by the investor may be carried out only if a
telephone authorization form completed by the investor is on file with the Fund.
If the instructions are given by a broker, a telephone authorization form
completed by the broker must be on file with the Fund. If reasonable procedures
are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions are recorded and will be binding upon the
shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a Fund will not receive any dividend that
is payable to shareholders of record on that date. This privilege may be
modified or terminated at any time.

                              HOW TO REDEEM SHARES


Shares are redeemed at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemption requests must be received in proper form and can be made
as described below. Redemptions of Shares held through retirement plans will be
governed by the requirements of the respective plans.


              REDEEMING SHARES THROUGH YOUR FINANCIAL INSTITUTION

Shares of the Fund may be redeemed by calling your financial institution to
request the redemption. Shares will be redeemed at the net asset value, less any
applicable contingent deferred sales charge next determined after the Fund
receives the redemption request from the financial institution. Redemption
requests through a registered broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be redeemed at that
day's net asset value. Redemption requests through other financial institutions
(such as banks) must be received by the financial institution and transmitted to
the Fund before 4:00 p.m. (Eastern time) in order for Shares to be redeemed at
that day's net asset value. The financial institution is responsible for
promptly submitting redemption requests and providing proper written redemption
instructions. Customary fees and commissions may be charged by the financial
institution for this service.

                         REDEEMING SHARES BY TELEPHONE


Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds will be mailed in the form of a check, to
the shareholder's address of record or by wire transfer to the shareholder's
account at a domestic commercial bank that is a member of the Federal Reserve
System. The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
Shares purchased by check or through ACH will not be wired until that method of
payment has cleared. Proceeds from redemption requests received on holidays when
wire transfers are restricted will be wired the following business day.
Questions about telephone redemptions on days when wire transfers are restricted
should be directed to your shareholder services representative at the telephone
number listed on your account statement.


Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. In the event of drastic economic or market
changes, a shareholder may experience difficulty in redeeming by telephone. If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.

                            REDEEMING SHARES BY MAIL


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



The written request should state: the Fund name and the Class designation; the
account name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the shares are registered. Normally, a check
for the proceeds is mailed within one business day, but in no event more than
seven days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.



Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a commercial
or savings bank, trust company or savings association whose deposits are insured
by an organization which is administered by the Federal Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other "eligible
guarantor institution," as defined in the Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.

SPECIAL REDEMPTION FEATURES

                         SYSTEMATIC WITHDRAWAL PROGRAM


Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder. Depending upon the amount of the withdrawal
payments, the amount of dividends paid and capital gains distributions with
respect to Shares, and the fluctuation of the net asset value of Shares redeemed
under this program, 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 his financial institution. Due
to the fact that Class A Shares are sold with a sales charge, it is not
advisable for shareholders to continue to purchase Class A Shares while
participating in this program. A contingent deferred sales charge may be imposed
on Class B and C Shares.


CONTINGENT DEFERRED SALES CHARGE

Shareholders may be subject to a contingent deferred sales charge upon
redemption of their Shares under the following circumstances:

                                 CLASS A SHARES


Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of shares of an unaffiliated investment company purchased or
redeemed with a sales charge and not distributed by Federated Securities Corp.
may be charged a contingent deferred sales charge of .50 of 1.00% for
redemptions made within one full year of purchase. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Class A Shares at the time of purchase or the net asset value of
the redeemed Class A Shares at the time of redemption.


                                 CLASS B SHARES

Shareholders redeeming Class B Shares from their Fund accounts within six full
years of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption in accordance with the following schedule:
<TABLE>
<CAPTION>
                                CONTINGENT
    YEAR OF REDEMPTION           DEFERRED
      AFTER PURCHASE           SALES CHARGE
<S>                          <C>
First                             5.50%
Second                            4.75%
Third                               4%
Fourth                              3%
Fifth                               2%
Sixth                               1%
Seventh and thereafter              0%
</TABLE>


                                 CLASS C SHARES


Shareholders redeeming Class C Shares from their Fund accounts within one full
year of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor of 1.00%. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Shares at the time of purchase or the net asset value of the
redeemed Shares at the time of redemption.


               CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES

The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than six
full years from the date of purchase with respect to Class B Shares and one full
year from the date of purchase with respect to Class C Shares and applicable
Class A Shares. Redemptions will be processed in a manner intended to maximize
the amount of redemption which will not be subject to a contingent deferred
sales charge. In computing the amount of the applicable contingent deferred
sales charge, redemptions are deemed to have occurred in the following order:
(1) Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Shares held for more than six full years from the date of purchase
with respect to Class B Shares and one full year from the date of purchase with
respect to Class C Shares and applicable Class A Shares; (3) Shares held for
fewer than six years with respect to Class B Shares and one full year from the
date of purchase with respect to Class C Shares and applicable Class A Shares on
a first-in, first-out basis. A contingent deferred sales charge is not assessed
in connection with an exchange of Fund Shares for Shares of other funds in the
Federated Funds in the same class (see "Exchange Privilege"). Any contingent
deferred sales charge imposed at the time the exchanged for Shares are redeemed
is calculated as if the shareholder had held the Shares from the date on which
he became a shareholder of the exchanged-from Shares. Moreover, the contingent
deferred sales charge will be eliminated with respect to certain redemptions
(see "Elimination of Contingent Deferred Sales Charge").


ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE


The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, of a
shareholder; (2) redemptions representing minimum required distributions from an
Individual Retirement Account or other retirement plan to a shareholder who has
attained the age of 70-1/2; and (3) involuntary redemptions by the Fund of
Shares in shareholder accounts that do not comply with the minimum balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of Shares held by Directors, employees and sales representatives of the Fund,
the distributor, or affiliates of the Fund or distributor; employees of any
financial institution that sells Shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, or retirement plans where the third party administrator has entered
into certain arrangements with Federated Securities Corp. or its affiliates, or
any other financial institution, to the extent that no payments were advanced
for purchases made through such entities. The Directors reserve the right to
discontinue elimination of the contingent deferred sales charge. Shareholders
will be notified of such elimination. Any Shares purchased prior to the
termination of such waiver would have the contingent deferred sales charge
eliminated as provided in the Fund's prospectus at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent deferred sales charge, the shareholder must notify Federated
Securities Corp. or the transfer agent in writing that he is entitled to such
elimination.


                               ACCOUNT AND SHARE
                                  INFORMATION

                         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
in writing to Federated Services Company.

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

                                   DIVIDENDS


Dividends are declared and paid monthly to all shareholders invested in the Fund
on the record date. Dividends and distributions 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 shareholders request cash payments on the
new account form or by contacting the transfer agent. All shareholders on the
record date are entitled to the dividend. If Shares are redeemed or exchanged
prior to the record date or purchased after the record date, those Shares are
not entitled to that month's dividend.

                                 CAPITAL GAINS

Net long-term capital gains realized by the Fund, if any, will be distributed at
least once every twelve months.

                           ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the Class A Share required
minimum value of $500 or the required minimum value of $1,500 for Class B Shares
and Class C Shares. This requirement does not apply, however, if the balance
falls below the required minimum value because of changes in the net asset value
of the respective Share Class. 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.


                                FUND INFORMATION

MANAGEMENT OF THE CORPORATION

                               BOARD OF DIRECTORS

The Corporation is managed by a Board of Directors. The Directors are
responsible for managing the Corporation's business affairs and for exercising
all the Fund's powers except those reserved for the shareholders. An Executive
Committee of the Board of Directors handles the Board's responsibilities between
meetings of the Board.

                               INVESTMENT ADVISER
Investment decisions for the Fund are made by Federated Advisers, the Fund's
investment adviser, subject to direction by the Directors. The Adviser
continually conducts investment research and supervision for the Fund and is
responsible for the purchase or sale of portfolio instruments, for which it
receives an annual fee from the Fund.

Both the Fund and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Directors, and could
result in severe penalties.


                                 ADVISORY FEES

The Adviser receives an annual investment advisory fee equal to .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 Adviser may
voluntarily waive a portion of its fee or reimburse the Fund for certain
operating expenses. The Adviser can terminate this voluntary waiver at any time
at its sole discretion. The Adviser has also undertaken to reimburse the Fund
for operating expenses in excess of limitations established by certain states.

                              ADVISER'S BACKGROUND

Federated Advisers, a Delaware business trust organized on April 11, 1989, is a
registered investment adviser under the Investment Advisers Act of 1940. It is a
subsidiary of Federated Investors. All of the Class A (voting) shares of
Federated Investors are owned by a trust, the trustees of which are John F.
Donahue, Chairman and Trustee of Federated Investors, Mr. Donahue's wife, and
Mr. Donahue's son, J. Christopher Donahue, who is President and Trustee of
Federated Investors.


Federated Advisers and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. With over $72 billion invested across more than 260 funds
under management and/or administration by its subsidiaries, as of December 31,
1994, Federated Investors is one of the largest mutual fund investment managers
in the United States. With more than 1,750 employees, Federated continues to be
led by the management who founded the company in 1955. Federated funds are
presently at work in and through 4,000 financial institutions nationwide. More
than 100,000 investment professionals have selected Federated funds for their
clients.



Joseph M. Balestrino has been the Fund's portfolio manager since June, 1992. Mr.
Balestrino joined Federated Investors in 1986 and has been a Vice President of
the Fund's investment adviser since 1995. Mr. Balestrino served as an Assistant
Vice President of the investment adviser from 1991 until 1995, an Investment
Analyst from 1989 until 1991, and from 1986 until 1989 he acted as Project
Manager in the Product Development Department. Mr. Balestrino is a Chartered
Financial Analyst and received his M.U.R.P. in Urban and Regional Planning from
the University of Pittsburgh.


Mark E. Durbiano has been the Fund's portfolio manager since June, 1992. Mr.
Durbiano joined Federated Investors in 1982 and has been a Vice President of the
Fund's investment adviser since 1988. Mr. Durbiano is a Chartered Financial
Analyst and received his M.B.A. in Finance from the University of Pittsburgh.

DISTRIBUTION OF SHARES

Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. 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.


State securities laws may require certain financial institutions such as
depositary institutions to register as dealers.


The distributor will pay dealers an amount equal to 5.5% of the net asset value
of Class B Shares purchased by their clients or customers. These payments will
be made directly by the distributor from its assets, and will not be made from
the assets of the Fund. Dealers may voluntarily waive receipt of all or any
portion of these payments. The distributor may pay a portion of the distribution
fee discussed below to financial institutions that waive all or any portion of
the advance payments.


The distributor may offer to pay financial institutions an amount equal to 1% of
the net asset value of Class C Shares purchased by their clients or customers at
the time of purchase. These payments will be made directly by the distributor
from its assets, and will not be made from assets of the Fund. Financial
institutions may elect to waive the initial payment described above; such waiver
will result in the waiver by the Fund of the otherwise applicable contingent
deferred sales charge.


                             DISTRIBUTION PLAN AND
                              SHAREHOLDER SERVICES

Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), the distributor may be paid a fee in an amount
computed at an annual rate of up to .25% for Class A Shares and up to .75% for
Class B Shares and Class C Shares of the average daily net assets of each class
of Shares to finance any activity which is principally intended to result in the
sale of Shares subject to the Distribution Plan. The Fund does not currently
make payments to the distributor or charge a fee under the Distribution Plan for
Class A Shares, and shareholders of Class A Shares will be notified if the Fund
intends to charge a fee under the Distribution Plan. For Class A Shares and
Class C Shares, the distributor may select financial institutions such as banks,
fiduciaries, custodians for public funds, investment advisers, and
broker/dealers to provide sales services or distribution-related support
services as agents for their clients or customers. With respect to Class B
Shares, because distribution fees to be paid by the Fund to the distributor may
not exceed an annual rate of .75% of each class of Shares' average daily net
assets, it will take the distributor a number of years to recoup the expenses it
has incurred for its sales services and distribution-related support services
pursuant to the Plan. The Distribution 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 Shares under the Plan.

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to .25 of 1% of the average daily net asset value
of Class A Shares, Class B Shares, and Class C Shares to obtain certain personal
services for shareholders and for the maintenance of shareholder accounts
("shareholder services"). Under the Shareholder Services Agreement, Federated
Shareholder Services will either perform shareholder services directly or will
select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon Shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated Shareholder
Services.


                            SUPPLEMENTAL PAYMENTS TO
                             FINANCIAL INSTITUTIONS



With respect to Class A Shares, Class B Shares, and Class C Shares, in addition
to payments made pursuant to the Distribution Plan and Shareholder Services
Agreement, Federated Securities Corp. and Federated Shareholder Services may pay
supplemental fees from their own assets to financial institutions as financial
assistance for providing substantial sales services, distribution-related
support services, or shareholder services. The support may include sponsoring
sales, educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
Shares the financial institution sells or may sell, and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Adviser or its
affiliates.


ADMINISTRATION OF THE FUND

                            ADMINISTRATIVE SERVICES

Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Corporation. Federated
Administrative Services provides these at an annual rate which relates to the
average aggregate daily net assets of all Federated Funds as specified below:
<TABLE>
<CAPTION>
     MAXIMUM              AVERAGE AGGREGATE
  ADMINISTRATIVE          DAILY NET ASSETS
       FEE             OF THE FEDERATED FUNDS
<C>                 <S>
    0.15 of 1%      on the first $250 million
   0.125 of 1%      on the next $250 million
    0.10 of 1%      on the next $250 million
   0.075 of 1%      on assets in excess of
                    $750 million
</TABLE>


The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of Shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.


EXPENSES OF THE CORPORATION AND CLASS A SHARES, CLASS B SHARES, AND CLASS C
SHARES



Holders of Class A Shares, Class B Shares, and Class C Shares pay their
allocable portion of Corporation and portfolio expenses.



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



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



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


                            SHAREHOLDER INFORMATION

VOTING RIGHTS


Each share of the Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote. All Shares of each portfolio
or class in the Fund have equal voting rights, except that in matters affecting
only a particular portfolio or class, only Shares of that portfolio or class are
entitled to vote. As of December 4, 1995, BHC Securities Inc., Philadelphia, PA,
acting in various capacities for numerous accounts, was the owner of record of
approximately 192,065 (25.71%) of the Class A Shares 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.


As a Maryland corporation, the Corporation is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Fund's operation and for the election of Directors under certain
circumstances.


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


                                TAX INFORMATION

FEDERAL INCOME TAX


The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies.


The Fund will be treated as a single separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Corporation's other portfolios, if any, will not be combined for tax purposes
with those realized by the Fund.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any
dividends earned in an IRA or qualified retirement plan until distributed.


STATE AND LOCAL TAXES


Fund Shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.

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

                            PERFORMANCE INFORMATION

From time to time, the Fund advertises its total return and yield for each class
of Shares including Fortress Shares (described under "Other Classes of Shares").

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

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


The performance information reflects the effect of non-recurring charges, such
as the maximum sales charge or contingent deferred sales charges, which, if
excluded, would increase the total return and yield.


Total return and yield will be calculated separately for Class A Shares, Class B
Shares, Class C Shares, and Fortress Shares.

From time to time, advertisements for the Class A Shares, Class B Shares, Class
C Shares, and Fortress Shares of the Fund may refer to ratings, rankings, and
other information in certain financial publications and/or compare the
performance of Class A Shares, Class B Shares, Class C Shares, and Fortress
Shares to certain indices.

                            OTHER CLASSES OF SHARES


The Fund also offers another class of shares called Fortress Shares. Fortress
Shares are sold primarily to customers of financial institutions subject to a
front-end sales charge, a contingent deferred sales charge and a minimum initial
investment of $1,500, unless the investment is in a retirement account in which
the minimum investment is $50.


Shares and Fortress Shares are subject to certain of the same expenses. Expense
differences, however, between Shares and Fortress Shares may affect the
performance of each class.
To obtain more information and a prospectus for Fortress Shares, investors may
call 1-800-235-4669 or contact their financial institution.


                                    APPENDIX
                                  (UNAUDITED)

STANDARD AND POOR'S RATINGS GROUP ("S&P") 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.

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.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal payments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB
rating.

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.

Ba--Bonds which are Ba are judged to have speculative elements; their future
cannot be considered as well-assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

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 obligator'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.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the limited margin of safety and the
need for reasonable business and economic activity throughout the life of the
issue.

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                 <C>                                                    <C>
Investment Series Funds, Inc.
                    Federated Bond Fund                                    Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------------

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

Investment Adviser
                    Federated Advisers                                     Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------------

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

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

Independent Auditors
                    Ernst & Young LLP                                      One Oxford Centre
                                                                           Pittsburgh, Pennsylvania 15219
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                        FEDERATED BOND FUND
                                        (FORMERLY, FORTRESS BOND FUND)
                                        (A PORTFOLIO OF INVESTMENT
                                        SERIES FUNDS, INC.)
                                        CLASS A SHARES
                                        CLASS B SHARES
                                        CLASS C SHARES

                                        PROSPECTUS

                                        An Open-End, Diversified
                                        Management Investment Company

                                        December 31, 1995


[LOGO] FEDERATED SECURITIES CORP.
       ---------------------------------------------
       Distributor
       A subsidiary of FEDERATED INVESTORS

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PENNSYLVANIA 15222-3779
       Cusip 461444507
       Cusip 461444606
       Cusip 461444705
       G01271-01 (12/95)
- --------------------------------------------------------------------------------
CAPITAL GROWTH FUND
(A PORTFOLIO OF INVESTMENT SERIES FUNDS, INC.)
CLASS A SHARES
PROSPECTUS

The  Class A Shares of Capital Growth Fund (the "Fund") represent interests in a
diversified  portfolio  of  securities  which  is  an  investment  portfolio  of
Investment  Series  Funds,  Inc. (the  "Corporation"),  an  open-end, management
investment company (a mutual fund).

The investment objective of the Fund is appreciation of capital.

THE SHARES OFFERED  BY THIS PROSPECTUS  ARE NOT DEPOSITS  OR OBLIGATIONS OF  ANY
BANK,  ARE NOT ENDORSED  OR GUARANTEED BY ANY  BANK, AND ARE  NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE  FEDERAL RESERVE BOARD, OR ANY  OTHER
GOVERNMENT  AGENCY.  INVESTMENT  IN  THESE  SHARES  INVOLVES  INVESTMENT  RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

The Fund has also filed a Statement of Additional Information for Class A Shares
and  Class C Shares  dated December 31,  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 or a  paper copy of this prospectus, if  you
have  received  your  prospectus  electronically,  free  of  charge,  by calling
1-800-235-4669. To obtain other information,  or make inquiries about the  Fund,
contact your financial institution.

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 December 31, 1995

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS                             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Portfolio Turnover                             6
  Investment Limitations                         7
NET ASSET VALUE                                  7
- --------------------------------------------------
INVESTING IN CLASS A SHARES                      8
- --------------------------------------------------
  Share Purchases                                8
  Minimum Investment Required                    9
  What Shares Cost                               9
  Eliminating or Reducing the Sales
    Charge                                      10
  Special Purchase Features                     12
EXCHANGE PRIVILEGE                              12
- --------------------------------------------------
  Eliminating or Reducing Sales Charge          12
  Requirements for Exchange                     12
REDEEMING CLASS A SHARES                        13
- --------------------------------------------------
  Contingent Deferred Sales Charge              15
  Elimination of Contingent Deferred
    Sales Charge                                15
  Systematic Withdrawal Program                 16

ACCOUNT AND SHARE INFORMATION                   16
- --------------------------------------------------
  Certificates and Confirmations                16
  Dividends and Distributions                   16
  Accounts with Low Balances                    17

FUND INFORMATION                                17
- --------------------------------------------------
  Management of the Corporation                 17
  Distribution of Class A Shares                18
  Administration of the Fund                    19

BROKERAGE TRANSACTIONS                          20
- --------------------------------------------------
SHAREHOLDER INFORMATION                         20
- --------------------------------------------------
  Voting Rights                                 20

TAX INFORMATION                                 20
- --------------------------------------------------
  Federal Income Tax                            20
  State and Local Taxes                         21

PERFORMANCE INFORMATION                         21
- --------------------------------------------------
OTHER CLASSES OF SHARES                         21
- --------------------------------------------------
APPENDIX                                        23
- --------------------------------------------------
ADDRESSES                                       25
- --------------------------------------------------
</TABLE>


                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               CLASS A SHARES
                                      SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                     <C>        <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................      5.50%
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).........       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable) (1)...................................................................      0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................       None
Exchange Fee.....................................................................................       None

<CAPTION>

                                         ANNUAL OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (2)................................................................      0.00%
12b-1 Fee (3)....................................................................................      0.06%
Total Other Expenses (after expense reimbursement)...............................................      1.19%
  Shareholder Services Fee (after waiver) (4).........................................      0.19%
        Total Operating Expenses (5).............................................................      1.25%
</TABLE>


(1)  Class A  Shares purchased  with proceeds  of a  redemption of  shares of an
    unaffiliated investment company purchased and  redeemed with a sales  charge
    and  not  distributed  by  Federated  Securities  Corp.  may  be  charged  a
    contingent deferred  sales charge  of  0.50 of  1.00% for  redemptions  made
    within one year of purchase. See "Contingent Deferred Sales Charge".

(2)  The  management  fee  has  been waived  to  reflect  state  imposed expense
    limitations. The maximum management fee is 0.55% of average daily net assets
    plus 4.50% of gross income, excluding capital gains and losses.

(3) The maximum 12b-1 fee is 0.25%.

(4) The maximum shareholder services fee is 0.25%.

(5) The total operating expenses were 4.54% absent the waiver of the  management
    fee,  the voluntary waivers of a portion of the shareholder services fee and
    the 12b-1 fee,  and a  combination of both  a state  imposed limitation  and
    voluntary reimbursement of certain other operating expenses.

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

   Long-term shareholders  may pay  more  than the  economic equivalent  of  the
maximum  front-end  sales  charges permitted  under  the rules  of  the National
Association of Securities Dealers, Inc.
<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.................................................     $72        $92       $120       $198
You would pay the following expenses on the same investment,
assuming no redemption...........................................     $67        $92       $120       $198
</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.

                                       1

CAPITAL GROWTH FUND

FINANCIAL HIGHLIGHTS--CLASS A SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following  table  has  been  audited  by  Ernst  &  Young  LLP,  the  Fund's
independent  auditors.  Their report,  dated December  12,  1995, on  the Fund's
financial statements for  the year ended  October 31, 1995,  is included in  the
Annual  Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's Financial Statements and Notes thereto, which may be
obtained from the Fund.
<TABLE>
<CAPTION>
                                                                                YEAR ENDED OCTOBER 31,
                                                                         -------------------------------------
                                                                          1995      1994      1993     1992(a)
- -----------------------------------------------------------------------  -------   -------   -------   -------
<S>                                                                      <C>       <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                     $11.31    $13.38    $11.84    $12.00
- -----------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------------------
  Net investment income                                                    0.15      0.12      0.09      0.11
- -----------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments                   2.96     (1.25)     1.71     (0.18)
- -----------------------------------------------------------------------  -------   -------   -------   -------
Total from investment operations                                           3.11     (1.13)     1.80     (0.07)
- -----------------------------------------------------------------------  -------   -------   -------   -------
LESS DISTRIBUTIONS
- -----------------------------------------------------------------------
  Distributions from net investment income                                (0.14)    (0.12)    (0.10)    (0.09)
- -----------------------------------------------------------------------
  Distribution in excess of net investment income                          (.01)     --        --        --
- -----------------------------------------------------------------------
  Distributions from net realized gain on investment transactions         (.001)    (0.82)    (0.16)     --
- -----------------------------------------------------------------------  -------   -------   -------   -------
Total distributions                                                       (0.15)    (0.94)    (0.26)    (0.09)
- -----------------------------------------------------------------------  -------   -------   -------   -------
NET ASSET VALUE, END OF PERIOD                                           $14.27    $11.31    $13.38    $11.84
- -----------------------------------------------------------------------  -------   -------   -------   -------
                                                                         -------   -------   -------   -------
TOTAL RETURN (b)                                                          27.79%    (8.43%)   15.34%    (0.61%)
- -----------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------------------
  Expenses                                                                 1.25%     1.25%     1.25%     1.17%*
- -----------------------------------------------------------------------
  Net investment income                                                    1.06%     1.00%     0.73%     1.19%*
- -----------------------------------------------------------------------
  Expense waiver/reimbursement (c)                                         3.29%     2.79%     2.37%     1.33%*
- -----------------------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                $13,069    $9,880   $11,609    $6,540
- -----------------------------------------------------------------------
  Portfolio turnover                                                        160%       86%       74%       29%
- -----------------------------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a) Reflects operations for  the period from January  16, 1992 (date of  initial
    public investment) to October 31, 1992.

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

(c) The Adviser waived all of the investment advisor fee and reimbursed $103,023
    of certain operating expenses of the  Fund, which represents .65% and  .88%,
    of  average net assets,  respectively, to comply  with certain state expense
    limitations. The remainder of the reimbursement was voluntary. This  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 October 31, 1995, which can be obtained
free of charge.

                                       2

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

The  Corporation was incorporated under the laws of the State of Maryland on May
20, 1992. Prior to December  18, 1992, the Fund was  operated as a portfolio  of
Investment  Series Trust, a Massachusetts business trust established pursuant to
a Declaration  of  Trust  dated  March  17, 1987.  On  December  18,  1992,  the
shareholders  of the  Fund voted to  reorganize the  Fund as a  portfolio of the
Corporation. The  Articles  of Incorporation  permit  the Corporation  to  offer
separate  series of shares  of capital stock  representing interests in separate
portfolios of securities.  The shares  in any one  portfolio may  be offered  in
separate  classes. With respect to this Fund, as of the date of this prospectus,
the Board of Directors of the Corporation (the "Directors") has established  two
classes  of shares, known as Class A  Shares and Class C Shares. This prospectus
relates only to the Class A Shares (the "Shares") of the Fund.

Shares of  the  Fund are  designed  for individuals  as  a convenient  means  of
accumulating  an interest in a  professionally managed, diversified portfolio of
equity securities  with  prospects for  above  average growth  in  earnings  and
dividends  or  of companies  where  significant fundamental  changes  are taking
place. A minimum initial investment of  $500 is required, unless the  investment
is in a retirement account, in which case the minimum initial investment is $50.
Shares  are sold at net asset value plus  a sales charge and are redeemed at net
asset value; however, a contingent deferred  sales charge is imposed on  certain
Shares. For a more complete description, see "Redeeming Class A Shares."

The Fund's current net asset value and offering price can be found in the mutual
funds section of local newspapers under "Federated Liberty."

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

INVESTMENT OBJECTIVE

The  investment objective of the Fund is appreciation of capital. 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  equity
securities  of companies with prospects for above-average growth in earnings and
dividends or  of  companies where  significant  fundamental changes  are  taking
place.  The Fund  generally invests in  companies with  market capitalization of
$100,000,000 or more. The  investment policies may be  changed by the  Directors
without  shareholder approval. Shareholders will be notified before any material
change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  Equity securities are selected by the Fund's investment
adviser, Federated  Advisers  (the  "Adviser"),  on  the  basis  of  traditional
research  techniques,  including  assessment  of  earnings  and  dividend growth
prospects  and  of  the  risk   and  volatility  of  each  company's   business.

                                       3

The  fundamental changes  which the Adviser  will seek to  identify in companies
include, for  example, restructuring  of basic  businesses or  reallocations  of
assets  which present opportunities for significant share price appreciation. At
times, the Fund will invest in securities  of companies which are deemed by  the
Adviser  to  be candidates  for acquisition  by other  entities as  indicated by
changes in  ownership,  changes  in  standard price  to  value  ratios,  and  an
examination of other standard analytical indices. Under normal circumstances, at
least  65% of the  value of the Fund's  total assets will  be invested in equity
securities. However,  the  Fund  is  not required  to  purchase  or  sell  these
securities  if the 65% investment level changes due to increases or decreases in
the market value of portfolio securities.

The Fund may  invest in  preferred stocks, corporate  bonds, debentures,  notes,
warrants,  and put options on stocks. For temporary defensive purposes, the Fund
may  also  invest  in  short-term  money  market  instruments,  U.S.  government
securities, and hold cash in such proportions as the Adviser may determine.

CORPORATE  DEBT OBLIGATIONS.  The Fund may invest  up to 35% of the value of its
total assets in  corporate debt  obligations that  are rated  B or  better by  a
nationally  recognized statistical rating organization ("NRSRO"). Corporate debt
obligations that are not determined to be investment grade (rated BBB or  higher
by  Standard & Poor's Ratings Group ("S&P") or Fitch Investors Service, Inc., or
Baa or higher by  Moody's Investors Service,  Inc. ("Moody's")) are  high-yield,
high-risk  bonds  (i.e.,  "junk  bonds"), typically  subject  to  greater market
fluctuations and greater risk of loss of income and principal due to an issuer's
default. To a greater extent than investment grade bonds, lower rated bonds tend
to reflect short-term corporate, economic,  and market developments, as well  as
investor  perceptions of the  issuer's credit quality.  In addition, lower rated
bonds may  be  more difficult  to  dispose of  or  to value  than  higher-rated,
lower-yielding  bonds. Bonds rated BB or B, or Ba or B, respectively, by a NRSRO
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  will be  sold. A  full  description of  the rating  categories  is
contained in the Appendix to the Statement of Additional Information.

The  prices  of fixed  income securities  generally  fluctuate inversely  to the
direction of interest rates.

REPURCHASE AGREEMENTS.  The Fund may purchase acceptable investments pursuant to
repurchase agreements. Repurchase  agreements are arrangements  in which  banks,
broker/dealers, and other recognized financial institutions sell U.S. government
or other securities to the Fund and agree at the time of sale to repurchase them
at a mutually agreed upon time and price. To the extent that the original seller
does  not repurchase the securities from the  Fund, they could receive less than
the repurchase price on any sale of such securities.

RESTRICTED AND ILLIQUID SECURITIES.   The Fund intends  to invest in  restricted
securities  up to specific limitations. These  limitations are not applicable to
commercial paper  issued under  Section  4(2) of  the  Securities Act  of  1933.
Restricted  securities are any securities in which the Fund may otherwise invest
pursuant to  its investment  objective and  policies but  which are  subject  to
restriction  on  resale  under  federal  securities  law.  The  Fund  will limit
investments   in    illiquid    securities,   including    certain    restricted

                                       4

securities  not  determined  by  the  Directors  to  be  liquid,  and repurchase
agreements providing for settlement in more than seven days after notice, to 15%
of net assets.

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

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 the transaction 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/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 in transactions to sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits  or losses upon the sale of such
commitments.

FOREIGN SECURITIES.  The Fund may invest up to 10% of its net assets in  foreign
securities.   Investments   in   foreign  securities,   particularly   those  of
non-governmental  issuers,  involve  considerations  which  are  not  ordinarily
associated  with investments  in domestic issuers.  These considerations include
the possibility of expropriation,  the unavailability of financial  information,
or  the difficulty of interpreting  financial information prepared under foreign
accounting standards, less liquidity and  more volatility in foreign  securities
markets,  the impact of  political, social, or  diplomatic developments, and the
difficulty of assessing  economic trends in  foreign countries. It  may also  be
more  difficult to enforce contractual obligations abroad than would be the case
in the United States  because of differences in  the legal systems.  Transaction
costs  in foreign securities may be higher.  The Adviser will consider these and
other factors before  investing in  foreign securities  and will  not make  such
investments  unless,  in  its opinion,  such  investments will  meet  the Fund's
standards and objective. The Fund will  only purchase securities issued in  U.S.
dollar denominations.

                                       5

INVESTING  IN SECURITIES OF OTHER INVESTMENT COMPANIES.   The Fund may invest in
the securities of other investment companies, but  it will not own 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 only
invest in  other investment  companies that  are money  market funds  having  an
investment  objective  and policies  similar to  its own  and primarily  for the
purpose of investing short-term  cash which has not  yet been invested in  other
portfolio  instruments. The  Adviser will waive  its investment  advisory fee on
assets invested in securities of open-end investment companies.

PUT AND  CALL OPTIONS.   The  Fund may  purchase put  options on  stocks.  These
options  will be used only as a hedge to attempt to protect securities which the
Fund holds against decreases in value.  The Fund may purchase these put  options
as  long as they are listed on  a recognized options exchange and the underlying
stocks are held in its portfolio.

The Fund may also 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. Writing of  call options by the  Fund is intended to  generate
income  for the Fund  and thereby protect against  price movements in particular
securities in the Fund's portfolio.

    RISKS.  The effective  use of options as  hedging techniques depends on  the
    correlation  between their prices  and the behavior  of the Fund's portfolio
    securities as  well  as the  Adviser's  ability to  accurately  predict  the
    direction  of  stock  prices,  interest rates  and  other  relevant economic
    factors. Prior to  exercise or expiration,  an option position  can only  be
    terminated  by entering  into a closing  purchase or  sale transaction. This
    requires a secondary market on  an exchange which may  or may not exist  for
    any  particular call or  put option at  any specific time.  The absence of a
    liquid secondary market also may limit the Fund's ability to dispose of  the
    securities  underlying an option. The inability  to close options also could
    have an  adverse impact  on  the Fund's  ability  to effectively  hedge  its
    portfolio.

LENDING  OF PORTFOLIO SECURITIES.   In order to  generate additional income, the
Fund may lend portfolio securities  on a short-term or  a long-term basis up  to
one-third  of the value of  its total assets to  broker/dealers, banks, or other
institutional borrowers  of  securities. The  Fund  will only  enter  into  loan
arrangements with broker/dealers, banks, or other institutions which the Adviser
has  determined are creditworthy  under guidelines established  by the Directors
and will  receive  collateral  equal to  at  least  100% of  the  value  of  the
securities loaned.

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.

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
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

                                       6

held.  The Fund's rate  of portfolio turnover  may exceed that  of certain other
mutual funds with  the same  investment objective.  A higher  rate of  portfolio
turnover  involves correspondingly  greater transaction  expenses which  must be
borne directly  by  the Fund  and,  thus,  indirectly by  its  shareholders.  In
addition,  a high rate  of portfolio turnover  may result in  the realization of
larger  amounts  of  capital  gains  which,  when  distributed  to  the   Fund's
shareholders,  are taxable  to them.  (Further information  is contained  in the
Fund's Statement  of  Additional  Information  within  the  sections  "Brokerage
Transactions"  and  "Tax  Status"). Nevertheless,  transactions  for  the Fund's
portfolio will be  based only  upon investment  considerations and  will not  be
limited  by any  other considerations when  the Adviser deems  it appropriate to
make changes in the Fund's portfolio.

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 up to one-third of the value of its total assets and pledge  up
      to 10% of the value of those assets to secure such borrowings;

    - sell  securities  short except,  under  strict limitations,  the  Fund may
      maintain open short positions so long as not more than 10% of the value of
      its net assets is held as collateral for those positions; nor

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

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

The Fund will not:

    - invest more than 5% of its total assets in securities of issuers that have
      records  of less than  three years of  continuous operations including the
      operation of any predecessors;

    - commit more than 5%  of its total  assets to premiums  on open put  option
      positions;

    - invest  more  than 5%  of its  total  assets in  securities of  one issuer
      (except cash and cash items, repurchase agreements collateralized by  U.S.
      government  securities, and U.S. government  obligations) or purchase more
      than 10% of any class of voting securities of any one issuer; nor

    - invest more than 5% of its total assets in warrants.

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

The Fund's net asset value per Share fluctuates. The net asset value for  Shares
is  determined by adding the interest of the  Class A Shares in the market value
of all securities and other assets of the

                                       7

Fund, subtracting the interest of the Class  A Shares in the liabilities of  the
Fund and those attributable to the Class A Shares, and dividing the remainder by
the total number of Class A Shares outstanding. The net asset values for Class C
Shares  may differ from that of Class A  Shares due to the variance in daily net
income realized  by  each respective  class.  Such variance  will  reflect  only
accrued net income to which the shareholders of a particular class are entitled.

The  net asset  value is determined  as of  the close of  trading (normally 4:00
p.m., Eastern  time) on  the New  York Stock  Exchange, Monday  through  Friday,
except  on: (i) days on  which there are not sufficient  changes in the value of
the Fund's portfolio  securities that its  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, President's Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day.

INVESTING IN CLASS A SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be purchased through a  financial institution which has  a sales agreement  with
the  distributor or directly  from the distributor,  Federated Securities Corp.,
once an account  has been established.  In connection with  the sale of  Shares,
Federated  Securities Corp. may from time to time offer certain items of nominal
value to any shareholder or investor. The Fund reserves the right to reject  any
purchase request.

THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such  as a bank or an investment dealer)  to place an order to purchase Shares.
Orders through a financial institution are considered received when the Fund  is
notified   of  the  purchase   order.  Purchase  orders   through  a  registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order for Shares to  be purchased at that  day's price. Purchase orders  through
other  financial institutions (such as a  registered investment adviser) must be
received by the financial  institution and transmitted to  the Fund before  4:00
P.M.  (Eastern time) in order for Shares to be purchased at that day's price. It
is the financial institution's responsibility to transmit orders promptly.

DIRECTLY FROM  THE DISTRIBUTOR.   An  investor may  place an  order to  purchase
Shares directly from the distributor once an account has been established. To do
so:

    - complete and sign the new account form available from the Fund;

    - enclose a check made payable to Capital Growth Fund--Class A Shares; and

    - mail   both  to  Federated  Services   Company,  P.O.  Box  8600,  Boston,
      Massachusetts 02266-8600.

Orders by mail are  considered received after payment  by check is converted  by
the  transfer  agent's  bank into  federal  funds.  This is  generally  the next
business day after the transfer agent's bank receives the check.

                                       8

    BY WIRE.  To purchase Shares directly  from the distributor by wire once  an
    account  has been established, call the Fund. All information needed will be
    taken over the telephone,  and the order is  considered received when  State
    Street  Bank  receives payment  by wire.  Federal funds  should be  wired as
    follows: Federated  Services  Company,  c/o  State  Street  Bank  and  Trust
    Company,  Boston,  Massachusetts  02105;  Attention:  Mutual  Fund Servicing
    Division; For Credit to:  Capital Growth Fund--Class  A Shares; Fund  Number
    (this  number can  be found  on the account  statement or  by contacting the
    Fund); Group Number or Order Number; Nominee or Institution Name; ABA Number
    011000028. Shares cannot  be purchased  by wire on  Columbus Day,  Veterans'
    Day,  or  Martin Luther  King Day.  Shares  cannot be  purchased by  wire on
    holidays when wire  transfers are  restricted. Questions  on wire  purchases
    should  be  directed  to  your shareholder  services  representative  at the
    telephone number listed on your account statement.

MINIMUM INVESTMENT REQUIRED
The minimum initial investment in Shares is $500, unless the investment is in  a
retirement  account,  in  which  case the  minimum  initial  investment  is $50.
Subsequent investments  must  be  in  amounts  of  at  least  $100,  except  for
retirement  accounts  which  must be  in  amounts  of at  least  $50. (Financial
institutions may  impose  different  minimum investment  requirements  on  their
customers.)

WHAT SHARES COST

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 A
                                  PERCENTAGE OF         SALES CHARGE AS A       DEALER CONCESSION AS A
                                 PUBLIC OFFERING    PERCENTAGE OF NET AMOUNT     PERCENTAGE OF PUBLIC
AMOUNT OF TRANSACTION                 PRICE                 INVESTED                OFFERING PRICE*
- -----------------------------  -------------------  -------------------------  -------------------------
<S>                            <C>                  <C>                        <C>
Less than $50,000                        5.50%                   5.82%                      5.00%
- -----------------------------
$50,000 but less than
 $100,000                                4.50%                   4.71%                      4.00%
- -----------------------------
$100,000 but less than
 $250,000                                3.75%                   3.90%                      3.25%
- -----------------------------
$250,000 but less than
 $500,000                                2.50%                   2.56%                      2.25%
- -----------------------------
$500,000 but less than
 $1,000,000                              2.00%                   2.04%                      1.80%
- -----------------------------
$1,000,000 or greater                    0.00%                   0.00%                      0.25%
- -----------------------------
</TABLE>


*See sub-section entitled "Dealer Concession" on page  .

No sales  charge is  imposed for  Class A  Shares purchased  through bank  trust
departments, investment advisers registered under the Investment Advisers Act of
1940,  or retirement plans where the  third party administrator has entered into
certain arrangements with Federated Securities  Corp., or its affiliates, or  to
shareholders designated as Liberty Life Members. However, investors who purchase
Shares through a trust department, investment adviser, or retirement plan may be
charged  an additional  service fee by  the institution.  Additionally, no sales
charge is imposed for Class A Shares

                                       9

purchased through "wrap accounts" or similar programs, under which clients pay a
fee or fees for services.

DEALER CONCESSION.  For sales of Class A Shares, a dealer will normally  receive
up  to 90% of the applicable sales charge. Any portion of the sales charge which
is not  paid to  a dealer  will be  retained by  the distributor.  However,  the
distributor, may offer to pay dealers up to 100% of the sales charge retained by
it.  Such payments may take the form  of cash or promotional incentives, such as
reimbursement of certain expenses  of qualified employees  and their spouses  to
attend  informational  meetings  about  the  Fund  or  other  special  events at
recreational-type facilities, or  items of  material value.  In some  instances,
these  incentives will  be made available  only to dealers  whose employees have
sold or may sell a significant amount  of Shares. On purchases of $1 million  or
more,  the investor  pays no  sales charge;  however, the  distributor will make
twelve monthly payments  to the  dealer totaling  0.25% of  the public  offering
price over the first year following the purchase. Such payments are based on the
original purchase price of Shares outstanding at each month end.
The  sales charge for  Shares sold other  than through registered broker/dealers
will be retained by  Federated Securities Corp.  Federated Securities Corp.  may
pay  fees  to  banks  out of  the  sales  charge in  exchange  for  sales and/or
administrative  services  performed  on  behalf  of  the  bank's  customers   in
connection with the initiation of customer accounts and purchases of Shares.

ELIMINATING OR REDUCING THE SALES CHARGE

The sales charge can be eliminated or reduced on the purchase of Shares through:

    - quantity discounts and accumulated purchases;

    - concurrent purchases;

    - signing a 13-month letter of intent;

    - using the reinvestment privilege; or

    - purchases  with  proceeds  from  redemptions  of  unaffiliated  investment
      company shares.

QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES.  As shown in the table on page  9,
larger  purchases reduce the sales charge  paid. The Fund will combine purchases
of Class A Shares made on the  same day by the investor, the investor's  spouse,
and the investor's 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 Class A Shares is made, the Fund will consider the
previous purchases still  invested in the  Fund. For example,  if a  shareholder
already  owns Class A 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 3.75%, not 4.50%.

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

                                       10

CONCURRENT PURCHASES.  For purposes of qualifying for a sales charge elimination
or  reduction, a shareholder has the privilege of combining concurrent purchases
of two or  more Class A  Shares in the  Federated Funds, the  purchase price  of
which  includes  a  sales charge.  For  example, if  a  shareholder concurrently
invested $30,000 in one of the other Class A Shares in the Federated Funds  with
a sales charge, and $20,000 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  his financial institution at  the
time  the concurrent purchases are  made. The Fund will  reduce the sales charge
after it confirms the purchases.

LETTER OF INTENT.   If a  shareholder intends  to purchase at  least $50,000  of
shares  of the funds in the Federated  Funds (excluding money market funds) over
the next 13  months, the  sales charge  may be reduced  by signing  a letter  of
intent  to that effect. This  letter of intent 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 up to 5.50% of the total amount
intended to be purchased in escrow (in Shares) until such purchase is completed.

The Shares held in escrow in the shareholder's account will be released upon the
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in  the letter of intent is not  purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales charge.

While  this  letter of  intent  will not  obligate  the shareholder  to purchase
Shares, each purchase during the period  will be at the sales charge  applicable
to  the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any  Class A Shares of any fund  in
the  Federated Funds,  excluding money  market accounts,  will be  aggregated to
provide a purchase  credit towards fulfillment  of the letter  of intent.  Prior
trade prices will not be adjusted.

REINVESTMENT  PRIVILEGE.  If Class A Shares  in the Fund have been redeemed, the
shareholder has a one-time  right, within 120 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
his  financial institution  of the  reinvestment in  order to  eliminate a sales
charge. If the shareholder redeems his Class A Shares in the Fund, there may  be
tax consequences.

PURCHASES   WITH   PROCEEDS   FROM   REDEMPTIONS   OF   UNAFFILIATED  INVESTMENT
COMPANIES.  Investors may purchase Class A Shares at net asset value, without  a
sales charge, with the proceeds from the redemption of shares of an unaffiliated
investment company that were purchased or sold with a sales charge or commission
and were 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.  From time to  time, the  Fund may  offer dealers a
payment of .50 of 1.00% for Shares  purchased under this program. If Shares  are
purchased  in  this  manner, Fund  purchases  will  be subject  to  a contingent
deferred sales charge for one year from the date of purchase.

                                       11

SPECIAL PURCHASE FEATURES

SYSTEMATIC  INVESTMENT  PROGRAM.    Once   a  Fund  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 or  savings account  at an  Automated Clearing
House ("ACH")  member and  invested in  the Fund  at the  net asset  value  next
determined  after an order  is received by  the Fund, plus  the sales charge, if
applicable. Shareholders should contact their financial institution or the  Fund
to participate in this program.

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

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

Class A shareholders may exchange all or some of their Shares for Class A Shares
of  other funds in the Federated Funds at  net asset value. Neither the Fund nor
any of  the  funds  in  the  Federated Funds  imposes  any  additional  fees  on
exchanges.

The Fund has exchange privileges with the following Federated Funds:

American Leaders Fund, Inc.; Federated Bond Fund; Federated Small Cap Strategies
Fund;  Fund for U.S. Government Securities, Inc.; Federated International Equity
Fund; Federated International  Income Fund;  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.;  Limited
Term  Fund (Class A  Shares only); Limited  Term Municipal Fund  (Class A Shares
only); Michigan Intermediate Municipal Trust (Class A Shares only); Pennsylvania
Municipal Income Fund  (Class A  Shares only); Strategic  Income Fund;  Tax-Free
Instruments Trust (Class A Shares only); and, World Utility Fund.

Prospectuses  for these funds  are available by  writing to Federated Securities
Corp.

Shareholders of Class A Shares who have been designated Liberty Life Members are
exempt from sales charges on future purchases in and exchanges between the Class
A Shares of any funds  in the Federated Funds, as  long as they maintain a  $500
balance in one of the Federated Funds.

ELIMINATING OR REDUCING SALES CHARGE

If  a  shareholder  making such  an  exchange  qualifies for  an  elimination or
reduction of the sales  charge, Federated Securities Corp.  must be notified  by
the shareholder in writing or by his financial institution.

REQUIREMENTS FOR EXCHANGE

Shareholders  using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.

                                       12

This privilege is available to shareholders  resident in any state in which  the
Shares  being  acquired may  be sold.  Upon receipt  of proper  instructions and
required supporting documents,  Shares submitted for  exchange are redeemed  and
proceeds  invested in the same  class of Shares of  the other fund. The exchange
privilege may  be modified  or  terminated at  any  time. Shareholders  will  be
notified of the modification or termination of the exchange privilege.
Further information on the exchange privilege and prospectuses for the Federated
Funds are available by contacting the Fund.

TAX  CONSEQUENCES.  An exercise  of the exchange privilege  is treated as a sale
for federal income  tax purposes.  Depending upon the  circumstances, a  capital
gain or loss may be realized.

MAKING  AN EXCHANGE.  Instructions for exchanges  for the Federated Funds may be
given in writing or by telephone.  Written instructions may require a  signature
guarantee.  Shareholders of the Fund may  have difficulty in making exchanges by
telephone through  brokers  and other  financial  institutions during  times  of
drastic  economic or market changes. If  a shareholder cannot contact his broker
or financial  institution  by telephone,  it  is recommended  that  an  exchange
request  be made  in writing  and sent by  overnight mail  to Federated Services
Company, 500 Victory Road-2nd Floor, Quincy, Massachusetts 02171.

TELEPHONE INSTRUCTIONS.   Telephone  instructions made  by the  investor may  be
carried  out only if a telephone authorization form completed by the investor is
on file with the Fund.  If the instructions are given  by a broker, a  telephone
authorization  form completed by  the broker must  be on file  with the Fund. If
reasonable procedures are not followed by the Fund, it may be liable for  losses
due  to  unauthorized  or  fraudulent  telephone  instructions.  Shares  may  be
exchanged between two funds  by telephone only if  the two funds have  identical
shareholder registrations.

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded  to Federated Services  Company, P.O. Box  8600, Boston, Massachusetts
02266-8600 and deposited  to the shareholder's  account before being  exchanged.
Telephone  exchange  instructions  are recorded  and  will be  binding  upon the
shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern  time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a Fund will not receive any dividend that
is  payable  to shareholders  of  record on  that  date. This  privilege  may be
modified or terminated at any time.

REDEEMING CLASS A SHARES
- --------------------------------------------------------------------------------

Shares are redeemed  at their net  asset value, less  any applicable  contingent
deferred  sales charge, next  determined after the  Fund receives the redemption
request. Redemptions will be  made on days  on which the  Fund computes its  net
asset value. Redemption requests must be received in proper form and can be made
as  described below. Redemptions of Shares held through retirement plans will be
governed by the requirements of the respective plans.

REDEEMING SHARES THROUGH YOUR FINANCIAL INSTITUTION.  Shares of the Fund may  be
redeemed by calling your financial institution to request the redemption. Shares
will be redeemed at the net asset value, less any applicable contingent deferred
sales charge next determined after the Fund receives

                                       13

the  redemption  request  from the  financial  institution.  Redemption requests
through a registered broker/dealer  must be received by  the broker before  4:00
p.m.  (Eastern time) and  must be transmitted  by the broker  to the Fund before
5:00 p.m. (Eastern time) in  order for Shares to be  redeemed at that day's  net
asset  value. Redemption requests through  other financial institutions (such as
banks) must be received by the financial institution and transmitted to the Fund
before 4:00 p.m. (Eastern time) in order for Shares to be redeemed at that day's
net  asset  value.  The  financial  institution  is  responsible  for   promptly
submitting   redemption  requests   and  providing   proper  written  redemption
instructions. Customary fees  and commissions  may be charged  by the  financial
institution for this service.

REDEEMING  SHARES BY TELEPHONE.  Shares may be redeemed in any amount by calling
the Fund provided the  Fund has a properly  completed authorization form.  These
forms can be obtained from Federated Securities Corp. Proceeds will be mailed in
the  form of a check, to the shareholder's address of record or by wire transfer
to the shareholder's account at a domestic  commercial bank that is a member  of
the  Federal Reserve System. The  minimum amount for a  wire transfer is $1,000.
Proceeds from redeemed  Shares purchased  by check or  through ACH  will not  be
wired  until  that  method  of payment  has  cleared.  Proceeds  from redemption
requests received on holidays when wire  transfers are restricted will be  wired
the  following business day. Questions about  telephone redemptions on days when
wire transfers are restricted  should be directed  to your shareholder  services
representative at the telephone number listed on your account statement.

Telephone  instructions  will  be  recorded. If  reasonable  procedures  are not
followed by  the Fund,  it  may be  liable for  losses  due to  unauthorized  or
fraudulent  telephone instructions. In  the event of  drastic economic or market
changes, a shareholder may experience  difficulty in redeeming by telephone.  If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund  shall  determine  it  necessary  to  terminate  or  modify  the  telephone
redemption privilege, shareholders would be promptly notified.

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

The written request should state: the  Fund name and the Class designation;  the
account  name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the  account
must  sign the request exactly  as the shares are  registered. Normally, a check
for the proceeds is mailed  within one business day, but  in no event more  than
seven  days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.
Shareholders requesting a  redemption of  any amount to  be sent  to an  address
other  than that on record  with the Fund or a  redemption payable other than to
the shareholder of record must have their signatures guaranteed by a  commercial
or savings bank, trust company or savings association whose deposits are insured
by  an  organization  which is  administered  by the  Federal  Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other  "eligible
guarantor  institution," as defined in the  Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.

                                       14

CONTINGENT DEFERRED SALES CHARGE

Class A Shares purchased under a periodic special offering with the proceeds  of
a  redemption  of  shares of  an  unaffiliated investment  company  purchased or
redeemed with a sales charge and  not distributed by Federated Securities  Corp.
may  be  charged  a  contingent  deferred  sales  charge  of  .50  of  1.00% for
redemptions made within  one full  year of purchase.  Any applicable  contingent
deferred  sales charge will be  imposed on the lesser of  the net asset value of
the redeemed  Shares at  the time  of purchase  or the  net asset  value of  the
redeemed Shares at the time of redemption.

The  contingent  deferred  sales charge  will  be deducted  from  the redemption
proceeds otherwise  payable to  the  shareholder and  will  be retained  by  the
distributor.  The  contingent deferred  sales charge  will  not be  imposed with
respect to:  (1)  Shares  acquired  through the  reinvestment  of  dividends  or
distributions  of long-term capital gains; and (2) Shares held for more than one
full year from the date of purchase  with respect to applicable Class A  Shares.
Redemptions  will be processed  in a manner  intended to maximize  the amount of
redemption which will not be subject  to a contingent deferred sales charge.  In
computing  the  amount  of  the  applicable  contingent  deferred  sales charge,
redemptions are  deemed to  have occurred  in the  following order:  (1)  Shares
acquired  through the reinvestment of dividends and long-term capital gains; (2)
Shares held for more than one full  year from the date of purchase with  respect
to  applicable Class A Shares;  and (3) Shares held for  less than one full year
from the date of purchase with respect to applicable Class A Shares on a  first-
in,  first-out  basis. A  contingent deferred  sales charge  is not  assessed in
connection with an  exchange of Fund  Shares for  shares of other  funds in  the
Federated  Funds in  the same class  (see "Exchange  Privilege"). Any contingent
deferred sales charge imposed at the time the exchanged-for shares are  redeemed
is  calculated as if the shareholder had held  the shares from the date on which
he became a shareholder of  the exchanged-from shares. Moreover, the  contingent
deferred  sales charge  will be eliminated  with respect  to certain redemptions
(see "Elimination of Contingent Deferred Sales Charge").

ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE

A contingent  deferred sales  charge  will not  be  charged in  connection  with
exchanges of like Shares in other Federated Funds.

The  contingent deferred  sales charge  will be  eliminated with  respect to the
following redemptions: (1)  redemptions following  the death  or disability,  as
defined  in  Section  72(m)(7)  of  the Internal  Revenue  Code  of  1986,  of a
shareholder; (2) redemptions representing minimum required distributions from an
Individual Retirement Account or other retirement plan to a shareholder who  has
attained  the age  of 70  1/2; and  (3) involuntary  redemptions by  the Fund of
Shares in  shareholder accounts  that do  not comply  with the  minimum  balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of  Shares held by Directors, employees,  and sales representatives of the Fund,
the distributor, or  affiliates of  the Fund  or distributor;  employees of  any
financial  institution  that  sells  Shares  of the  Fund  pursuant  to  a sales
agreement with the distributor; and spouses and children under the age of 21  of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed  on the redemption  of Shares originally purchased  through a bank trust
department, an investment adviser registered  under the Investment Advisers  Act
of 1940,

                                       15

or any other financial institution, to the extent that no payments were advanced
for  purchases made  through such entities.  The Directors reserve  the right to
discontinue elimination of  the contingent deferred  sales charge.  Shareholders
will  be  notified  of  such  elimination. Any  Shares  purchased  prior  to the
termination of  such waiver  would  have the  contingent deferred  sales  charge
eliminated  as provided in the Fund's prospectus  at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent  deferred sales  charge, the  shareholder must  notify  Federated
Securities  Corp. or the transfer  agent in writing that  he is entitled to such
elimination.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments  of a predetermined amount not  less
than  $100 may take  advantage of the Systematic  Withdrawal Program. Under this
program, Shares are redeemed to provide  for periodic withdrawal payments in  an
amount  directed by the shareholder. Depending upon the amount of the withdrawal
payments, the  amount of  dividends paid  and capital  gains distributions  with
respect to Shares, and the fluctuation of the net asset value of Shares redeemed
under  this  program,  redemptions  may  reduce,  and  eventually  deplete,  the
shareholder's investment in  the Shares.  For this reason,  payments under  this
program  should  not  be considered  as  yield  or income  on  the shareholder's
investment in  Shares.  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 his financial institution.  Due
to  the fact that Shares are  sold with a sales charge,  it is not advisable for
shareholders to be purchasing Shares while participating in this program.

ACCOUNT AND SHARE INFORMATION
- --------------------------------------------------------------------------------

CERTIFICATES AND CONFIRMATIONS

As transfer agent  for the Fund,  Federated Services Company  maintains a  Share
account for each shareholder of record. Share certificates are not issued unless
requested in writing to Federated Services Company.

Detailed  confirmations  of  each  purchase  or  redemption  are  sent  to  each
shareholder. Quarterly confirmations  are sent to  report dividends paid  during
that quarter.

DIVIDENDS AND DISTRIBUTIONS

Dividends  are declared and  paid quarterly to all  shareholders invested in the
Fund on the  record date. Distributions  of any net  realized long-term  capital
gains   will  be  made  at  least   once  every  twelve  months.  Dividends  and
distributions are automatically reinvested in additional Shares on payment dates
at the  ex-dividend  date  net  asset  value  without  a  sales  charge,  unless
shareholders  request cash payments on the new account form or by writing to the
dividend disbursing agent. All shareholders on  the record date are entitled  to
the  dividend. If Shares are  redeemed or exchanged prior  to the record date or
purchased after the record date, those Shares are not entitled to that quarter's
dividend.

                                       16

ACCOUNTS WITH LOW BALANCES

Due to the high  cost of maintaining  accounts with low  balances, the Fund  may
redeem  Shares in any account, except  retirement accounts, and pay the proceeds
to the shareholder if the account balance falls below the required minimum value
of $500. This requirement  does not apply, however,  if the balance falls  below
$500 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.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE CORPORATION

BOARD  OF DIRECTORS.   The Corporation is  managed by a  Board of Directors. The
Directors are responsible for managing  the business affairs of the  Corporation
and for exercising all of the Corporation's powers except those reserved for the
shareholders.  An  Executive Committee  of the  Board  of Directors  handles the
Directors' responsibilities between meetings of the Directors.

INVESTMENT ADVISER.    Pursuant to  an  investment advisory  contract  with  the
Corporation,  investment decisions for the Fund  are made by Federated Advisers,
the Fund's  investment  adviser, subject  to  direction by  the  Directors.  The
Adviser  continually conducts investment  research and supervision  for the Fund
and is responsible for the purchase or sale of portfolio instruments, for  which
it receives an annual fee from the Fund.

Both  the Fund and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes  recognize  that  such  persons  owe  a  fiduciary  duty  to  the   Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions  in securities  being purchased  or sold,  or being  considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial  public
offerings;  and prohibit taking  profits on securities held  for less than sixty
days. Violations of the codes are subject to review by the Directors, and  could
result in severe penalties.

    ADVISORY FEES.  The Adviser receives an annual investment advisory fee equal
    to  .55 of 1% of the Fund's average daily net assets plus 4.5% of the Fund's
    annual gross income,  excluding any  capital gains or  losses. Gross  income
    includes,  in general,  discount earned  on U.S.  Treasury bills  and agency
    discount notes,  interest earned  on all  interest bearing  obligations  and
    dividend  income  recorded  on the  ex-dividend  date but  does  not include
    capital  gains  or  losses  or  reduction  of  expenses.  The  Adviser   may
    voluntarily  waive a portion  of its fee  or reimburse the  Fund for certain
    operating expenses. The Adviser can  terminate this voluntary waiver at  any
    time  at its sole  discretion. The Adviser has  also undertaken to reimburse
    the Fund  for operating  expenses in  excess of  limitations established  by
    certain states.

                                       17

    ADVISER'S  BACKGROUND.    Federated  Advisers,  a  Delaware  business  trust
    organized on April 11,  1989, is a registered  investment adviser under  the
    Investment  Advisers Act of 1940. It is a subsidiary of Federated Investors.
    All of the Class  A (voting) shares  of Federated Investors  are owned by  a
    trust,  the trustees of which  are John F. Donahue,  Chairman and Trustee of
    Federated  Investors,  Mr.  Donahue's  wife,  and  Mr.  Donahue's  son,   J.
    Christopher Donahue, who is President and Trustee of Federated Investors.

    Federated  Advisers and other  subsidiaries of Federated  Investors serve as
    investment  advisers  to  a  number  of  investment  companies  and  private
    accounts. Certain other subsidiaries also provide administrative services to
    a number of investment companies. With over $72 billion invested across more
    than  260 funds under management  and/or administration by its subsidiaries,
    as of December 31,  1994, Federated Investors is  one of the largest  mutual
    fund  investment  managers  in  the  United  States.  With  more  than 1,750
    employees, Federated continues to be led  by the management who founded  the
    company  in 1955. Federated funds are presently at work in and through 4,000
    financial   institutions   nationwide.   More   than   100,000    investment
    professionals have selected Federated funds for their clients.

    Peter  R. Anderson has been the Fund's senior portfolio manager since August
    1994. Mr. Anderson joined Federated Investors in 1972 as, and is  presently,
    a  Senior Vice President of the Fund's investment adviser. Mr. Anderson is a
    Chartered Financial  Analyst and  received his  M.B.A. in  Finance from  the
    University of Wisconsin.

    James  E.  Grefenstette  has  been  the  Fund's  co-portfolio  manager since
    December 1994. Mr. Grefenstette joined  Federated Investors in 1992 and  has
    been  an Assistant  Vice President  of the  Fund's investment  adviser since
    1994. Mr. Grefenstette served as an  investment analyst of the adviser  from
    1992  to 1994. Mr. Grefenstette served as a credit analyst with Westinghouse
    Credit Corporation from  1990 to  1992, and  as a  bond trader  and then  an
    Investment  Officer with  Pittsburgh National  Bank from  1987 to  1990. Mr.
    Grefenstette received his M.S.I.A. from Carnegie Mellon University.

DISTRIBUTION OF CLASS A SHARES

Federated Securities Corp. is the principal distributor for Shares of the  Fund.
Federated  Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. 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.

State  securities  laws  may  require  certain  financial  institutions  such as
depository institutions to register as dealers.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES.   Under a distribution plan  adopted
in  accordance with Investment Company Act Rule 12b-1 (the "Distribution Plan"),
the Fund may pay to the distributor an amount, computed at an annual rate of  up
to  0.25 of 1%  of the average  daily net asset  value of Shares  to finance any
activity which is principally intended to  result in the sale of Shares  subject
to the Distribution Plan. The distributor may select financial institutions such
as  banks, fiduciaries,  custodians for  public funds,  investment advisers, and
broker/dealers to provide sales support services as agents for their clients  or
customers.

                                       18

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

In  addition, the  Fund has entered  into a Shareholder  Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of  Shares  to  obtain  certain  personal  services  for  shareholders  and  the
maintenance  of shareholder accounts. Under  the Shareholder Services Agreement,
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions will  receive fees  based upon  Shares owned  by their  clients  or
customers. The schedules of such fees and the basis upon which such fees will be
paid  will be determined from time to time by the Fund and Federated Shareholder
Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  Federated Securities Corp. and
Federated Shareholder  Services,  from  their  own  assets,  may  pay  financial
institutions supplemental fees as financial assistance for providing substantial
sales  services, distribution-related support services, or shareholder services.
The support may include sponsoring sales, educational and training seminars  for
their  employees, providing sales literature,  and engineering computer software
programs that emphasize  the attributes  of the  Fund. Such  assistance will  be
predicated  upon the  amount of  Shares the  financial institution  sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the  financial  institution.  Any  payments  made  by  the  distributor  may  be
reimbursed by the Adviser or its affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE  SERVICES.   Federated Administrative  Services, a  subsidiary of
Federated Investors, provides administrative  personnel and services  (including
certain  legal  and  financial  reporting  services)  necessary  to  operate the
Corporation and the Fund. Federated Administrative Services provides these at an
annual rate which relates to the average aggregate daily net assets of all funds
advised by  subsidiaries  of  Federated Investors  (the  "Federated  Funds")  as
specified below:
<TABLE>
<CAPTION>
              MAXIMUM                AVERAGE AGGREGATE DAILY NET ASSETS
         ADMINISTRATIVE FEE                OF THE FEDERATED FUNDS
        --------------------        ------------------------------------
        <C>                         <S>
             .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  be  at least
$125,000 per  portfolio  and  $30,000  per  each  additional  class  of  shares.
Federated  Administrative Services may choose voluntarily  to waive a portion of
its fee.

                                       19

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. 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
Directors.

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

VOTING RIGHTS

Each Share  gives the  shareholder  one vote  in  Director elections  and  other
matters  submitted to  shareholders for  vote. All  shares of  each portfolio or
class in  the Corporation  have  equal voting  rights,  except that  in  matters
affecting only a particular Fund or class, only shares of that Fund or class are
entitled to vote.

As  a  Maryland corporation,  the  Corporation is  not  required to  hold annual
shareholder meetings.  Shareholder  approval will  be  sought only  for  certain
changes  in the Fund's operation and for the election of Directors under certain
circumstances.

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

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay  no federal income  tax because the Fund  expects to meet  the
requirements  of the  Internal Revenue  Code applicable  to regulated investment
companies and to receive the special tax treatment afforded to such companies.

The Fund will be  treated as a  single, separate entity  for federal income  tax
purposes  so that  income (including capital  gains) and losses  realized by the
Corporation's other portfolios, if  any, will not be  combined for tax  purposes
with those realized by the Fund.

Unless  otherwise exempt, shareholders are required to pay federal income tax on
any dividends and  other distributions, including  capital gains  distributions,
received.  This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains,  if
any,  will be taxable to  shareholders as long-term capital  gains no matter how
long the

                                       20

shareholders have held the Shares. No federal income tax is due on any dividends
earned in an IRA or qualified retirement plan until distributed.

STATE AND LOCAL TAXES

Fund Shares  are  exempt  from  personal property  taxes  imposed  by  counties,
municipalities, and school districts in Pennsylvania.

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

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

From  time to time, the  Fund advertises the total return  and yield for Class A
Shares.

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

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

The  performance information reflects the effect of the maximum sales charge and
other similar  non-recurring  charges, such  as  the contingent  deferred  sales
charge, which, if excluded, would increase the total return and yield.

Total  return and  yield will  be calculated separately  for Class  A Shares and
Class C Shares. Because Class C Shares may be subject to a shareholder  services
fee and a higher 12b-1 fee than Class A Shares, total return and yield for Class
A Shares will likely exceed that of Class C Shares for the same period.

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

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The  Fund also offers  Class C Shares  which are sold  primarily to customers of
financial institutions.

Class C Shares  are sold at  net asset  value subject to  a contingent  deferred
sales  charge, a Rule 12b-1 Plan and  a shareholder services fee. Investments in
Class C  Shares  are subject  to  a minimum  investment  of $1,500,  unless  the
investment  is in a retirement account, in  which case the minimum investment is
$50.

                                       21

Class A Shares and Class C Shares  are subject to certain of the same  expenses.
Expense  differences, however,  between Class  A Shares  and Class  C Shares may
affect the performance of each class.

To obtain more information  and a prospectus for  Class C Shares, investors  may
call 1-800-235-4669 or contact their financial institution.

                                       22

APPENDIX
(UNAUDITED)
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP ("S&P") 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.

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.

BB, B--Debt  rated  "BB" or  "B",  is  regarded, on  balance,  as  predominantly
speculative  with respect  to capacity  to pay  interest and  repay principal in
accordance with  the terms  of the  obligation.  BB indicates  a low  degree  of
speculation.

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 some time in the future.

                                       23

APPENDIX--CONTINUED
(UNAUDITED)
- --------------------------------------------------------------------------------
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.

Ba--Bonds which are "Ba" are judged  to have speculative elements; their  future
cannot  be  considered as  well-assured. Often  the  protection of  interest and
principal payments may be very moderate and thereby not well safeguarded  during
both  good and bad times over  the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are  rated "B"  generally lack characteristics  of the  desirable
investment.  Assurance of interest  and principal payments  or of maintenance of
other terms of the contract over any long period of time may be small.

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.

                                       24

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>
Investment Series Fund, Inc.
              Capital Growth Fund
              Class A Shares                 Federated Investors Tower
                                             Pittsburgh, Pennsylvania 15222-3779
- --------------------------------------------------------------------------------

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

Investment Adviser
              Federated Advisers             Federated Investors Tower
                                             Pittsburgh, Pennsylvania 15222-3779
- --------------------------------------------------------------------------------

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

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

Independent Auditors
              Ernst & Young LLP              One Oxford Center
                                             Pittsburgh, Pennsylvania 15219
- --------------------------------------------------------------------------------
</TABLE>


                                       25


- --------------------------------------------------------------------------------
                                               CAPITAL GROWTH FUND
                                               CLASS A SHARES

                                               PROSPECTUS
                                               A Diversified Portfolio of
                                               Investment Series Funds, Inc.,
                                               and Open-End Management
                                               Investment Company
                                               December 31, 1995

[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           Cusip 461444200
           1102503A-A (12/95)              [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER


- --------------------------------------------------------------------------------
CAPITAL GROWTH FUND
(A PORTFOLIO OF INVESTMENT SERIES FUNDS, INC.)
CLASS C SHARES
PROSPECTUS
The  Class C Shares of Capital Growth Fund (the "Fund") represent interests in a
diversified  portfolio  of  securities  which  is  an  investment  portfolio  of
Investment  Series  Funds,  Inc. (the  "Corporation"),  an  open-end, management
investment company (a mutual fund).

The investment objective of the Fund is appreciation of capital.

THE SHARES OFFERED  BY THIS PROSPECTUS  ARE NOT DEPOSITS  OR OBLIGATIONS OF  ANY
BANK,  ARE NOT  INSURED OR  GUARANTEED BY ANY  BANK AND  ARE NOT  INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE  FEDERAL RESERVE BOARD, OR ANY  OTHER
GOVERNMENT  AGENCY.  INVESTMENT  IN  THESE  SHARES  INVOLVES  INVESTMENT  RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

The Fund has also filed a Statement of Additional Information for Class C Shares
and  Class A Shares, dated  December 31, 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 or a  paper copy of this prospectus, if  you
have  received  your  prospectus  electronically,  free  of  charge,  by calling
1-800-235-4669. To obtain other information,  or make inquiries about the  Fund,
contact your financial institution.

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 December 31, 1995
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                      <C>
SUMMARY OF FUND EXPENSES                         1
- --------------------------------------------------
FINANCIAL HIGHLIGHTS--CLASS C SHARES             2
- --------------------------------------------------
GENERAL INFORMATION                              3
- --------------------------------------------------
INVESTMENT INFORMATION                           3
- --------------------------------------------------
  Investment Objective                           3
  Investment Policies                            3
  Portfolio Turnover                             6
  Investment Limitations                         7
NET ASSET VALUE                                  7
- --------------------------------------------------
INVESTING IN CLASS C SHARES                      8
- --------------------------------------------------
  Share Purchases                                8
  Minimum Investment Required                    9
  Special Purchase Features                      9

EXCHANGE PRIVILEGE                               9
- --------------------------------------------------
  Requirements for Exchange                     10
REDEEMING CLASS C SHARES                        11
- --------------------------------------------------
  Contingent Deferred Sales Charge              12
  Elimination of Contingent Deferred
    Sales Charge                                13
  Systematic Withdrawal Program                 13

ACCOUNT AND SHARE INFORMATION                   14
- --------------------------------------------------
  Certificates and Confirmations                14
  Dividends and Distributions                   14
  Accounts with Low Balances                    14

FUND INFORMATION                                14
- --------------------------------------------------
  Management of the Corporation                 14
  Distribution of Class C Shares                16
  Administration of the Fund                    17

BROKERAGE TRANSACTIONS                          17
- --------------------------------------------------
SHAREHOLDER INFORMATION                         17
- --------------------------------------------------
  Voting Rights                                 17

TAX INFORMATION                                 18
- --------------------------------------------------
  Federal Income Tax                            18
  State and Local Taxes                         18

PERFORMANCE INFORMATION                         18
- --------------------------------------------------
OTHER CLASSES OF SHARES                         19
- --------------------------------------------------
APPENDIX                                        20
- --------------------------------------------------
ADDRESSES                                       22
- --------------------------------------------------
</TABLE>


                                       I

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               CLASS C SHARES
                                      SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                     <C>        <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)....................       None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).........       None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable) (1)...................................................................      1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................       None
Exchange Fee.....................................................................................       None

<CAPTION>

                                         ANNUAL OPERATING EXPENSES
                                  (As a percentage of average net assets)
<S>                                                                                     <C>        <C>
Management Fee (after waiver) (2)................................................................      0.00%
12b-1 Fee........................................................................................      0.75%
Total Other Expenses (after expense reimbursement)...............................................      1.19%
  Shareholder Services Fee (after waiver) (3).........................................      0.19%
        Total Operating Expenses (4).............................................................      1.94%
</TABLE>


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

(2)  The  management  fee  has  been waived  to  reflect  state  imposed expense
    limitations. The maximum management fee is 0.55% of average daily net assets
    plus 4.50% of gross income, excluding capital gains and losses.

(3) The maximum shareholder services fee is 0.25%.

(4) The total operating expenses were 5.04% absent the waiver of the  management
    fee,  the voluntary waiver of a portion of the shareholder services fee, and
    a combination of both a state imposed limitation and voluntary reimbursement
    of certain other operating expenses.

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

    Long-term  shareholders may  pay more  than the  economic equivalent  of the
maximum front-end  sales  charges permitted  under  the rules  of  the  National
Association of Securities Dealers, Inc.
<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.................................................     $30        $61       $105       $226
You would pay the following expenses on the same investment,
assuming no redemption...........................................     $20        $61       $105       $226
</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.

                                       1

CAPITAL GROWTH FUND

FINANCIAL HIGHLIGHTS--CLASS C SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

The following  table  has  been  audited  by  Ernst  &  Young  LLP,  the  Fund's
independent  auditors.  Their report,  dated December  12,  1995, on  the Fund's
financial statements for  the year ended  October 31, 1995,  is included in  the
Annual  Report, which is incorporated by reference. This table should be read in
conjunction with the Fund's Financial Statements and Notes thereto, which may be
obtained from the Fund.
<TABLE>
<CAPTION>
                                                      YEAR ENDED OCTOBER 31,
                                                    ---------------------------
                                                     1995      1994     1993(a)
- --------------------------------------------------  -------   -------   -------
<S>                                                 <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD                $11.31    $13.36    $12.39
- --------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------
  Net investment income                               0.05      0.04     (0.01)
- --------------------------------------------------
  Net realized and unrealized gain (loss) on
    investments                                       2.96     (1.23)     0.98
- --------------------------------------------------  -------   -------   -------
  Total from investment operations                    3.01     (1.19)     0.97
- --------------------------------------------------  -------   -------   -------
LESS DISTRIBUTIONS
- --------------------------------------------------
  Distributions from net investment income           (0.05)    (0.04)     --
- --------------------------------------------------
  Distribution in excess of net investment income    (0.02)     --        --
- --------------------------------------------------
  Distributions from net realized gain on
    investment transactions                          (.001)    (0.82)     --
- --------------------------------------------------  -------   -------   -------
Total distributions                                  (0.07)    (0.86)     --
- --------------------------------------------------  -------   -------   -------
NET ASSET VALUE, END OF PERIOD                      $14.25    $11.31    $13.36
- --------------------------------------------------  -------   -------   -------
                                                    -------   -------   -------
TOTAL RETURN (b)                                     26.78%    (8.90%)    7.83%
- --------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------
  Expenses                                            1.94%     2.00%     2.00%*
- --------------------------------------------------
  Net investment income                               0.38%     0.35%    (0.18%)*
- --------------------------------------------------
  Expense waiver/reimbursement (c)                    3.10%     2.73%     2.37%*
- --------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------
  Net assets, end of period (000 omitted)           $1,354    $1,049    $  314
- --------------------------------------------------
  Portfolio turnover                                   160%       86%       74%
- --------------------------------------------------
</TABLE>


*   Computed on an annualized basis.

(a) Reflects operations  for the  period from April  13, 1993  (date of  initial
    public investment) to October 31, 1993.

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

(c) The  Adviser  waived all  of  the  investment advisory  fee  and  reimbursed
    $103,023  of certain operating  expenses of the  Fund, which represents .65%
    and .88% of average net assets,  respectively, to comply with certain  state
    expense  limitations. The remainder of the reimbursement was voluntary. This
    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 October 31, 1995, which can be  obtained
free of charge.

                                       2

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

The  Corporation was incorporated under the laws of the State of Maryland on May
20, 1992. Prior to December  18, 1992, the Fund was  operated as a portfolio  of
Investment  Series Trust, a Massachusetts business trust established pursuant to
a Declaration  of  Trust  dated  March  17, 1987.  On  December  18,  1992,  the
shareholders  of the  Fund voted to  reorganize the  Fund as a  portfolio of the
Corporation. The  Articles  of Incorporation  permit  the Corporation  to  offer
separate  series of shares  of capital stock  representing interests in separate
portfolios of securities.  The shares  in any one  portfolio may  be offered  in
separate  classes. With respect to this Fund, as of the date of this prospectus,
the Board of Directors of the Corporation (the "Directors") has established  two
classes  of shares, known as Class C  Shares and Class A Shares. This prospectus
relates only to the Class C Shares (the "Shares") of the Fund.

Shares of  the  Fund are  designed  for individuals  as  a convenient  means  of
accumulating  an interest in a  professionally managed, diversified portfolio of
equity securities  with  prospects for  above  average growth  in  earnings  and
dividends  or  of companies  where  significant fundamental  changes  are taking
place. A minimum initial investment of $1,500 is required, unless the investment
is in a retirement account, in which case the minimum investment is $50.  Shares
are  sold at  net asset  value. However, a  contingent deferred  sales charge of
1.00% will  be  imposed  on  assets redeemed  within  the  first  twelve  months
following purchase.

The  Fund's current net asset value can be  found in the mutual funds section of
local newspapers under "Federated Liberty."

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is appreciation of capital. 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 equity
securities of companies with prospects for above-average growth in earnings  and
dividends  or  of companies  where  significant fundamental  changes  are taking
place. The Fund  generally invests  in companies with  market capitalization  of
$100,000,000  or more. The  investment policies may be  changed by the Directors
without shareholder approval. Shareholders will be notified before any  material
change in these policies becomes effective.

ACCEPTABLE INVESTMENTS.  Equity securities are selected by the Fund's investment
adviser,  Federated  Advisers  (the  "Adviser"),  on  the  basis  of traditional
research techniques,  including  assessment  of  earnings  and  dividend  growth
prospects   and  of  the  risk  and   volatility  of  each  company's  business.

                                       3

The fundamental changes  which the Adviser  will seek to  identify in  companies
include,  for  example, restructuring  of basic  businesses or  reallocations of
assets which present opportunities for significant share price appreciation.  At
times,  the Fund will invest in securities  of companies which are deemed by the
Adviser to  be candidates  for acquisition  by other  entities as  indicated  by
changes  in  ownership,  changes  in  standard price  to  value  ratios,  and an
examination of other standard analytical indices. Under normal circumstances, at
least 65% of the  value of the  Fund's total assets will  be invested in  equity
securities.  However,  the  Fund  is  not required  to  purchase  or  sell these
securities if the 65% investment level changes due to increases or decreases  in
the market value of portfolio securities.

The  Fund may  invest in preferred  stocks, corporate  bonds, debentures, notes,
warrants, and put options on stocks. For temporary defensive purposes, the  Fund
may  also  invest  in  short-term  money  market  instruments,  U.S.  government
securities, and hold cash in such proportions as the Adviser may determine.

CORPORATE DEBT OBLIGATIONS.  The Fund may invest  up to 35% of the value of  its
total  assets in  corporate debt  obligations that  are rated  B or  better by a
nationally recognized statistical rating organization ("NRSRO"). Corporate  debt
obligations  that are not determined to be investment grade (rated BBB or higher
by Standard & Poor's Ratings Group ("S&P") or Fitch Investors Service, Inc.,  or
Baa  or higher by  Moody's Investors Service,  Inc. ("Moody's")) are high-yield,
high-risk bonds  (i.e.,  "junk  bonds"), typically  subject  to  greater  market
fluctuations and greater risk of loss of income and principal due to an issuer's
default. To a greater extent than investment grade bonds, lower rated bonds tend
to  reflect short-term corporate, economic, and  market developments, as well as
investor perceptions of the  issuer's credit quality.  In addition, lower  rated
bonds  may  be more  difficult  to dispose  of  or to  value  than higher-rated,
lower-yielding bonds. Bonds rated BB or B, or Ba or B, respectively, by a  NRSRO
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  will be  sold. A  full  description of  the rating  categories is
contained in the Appendix to the Statement of Additional Information.

The prices  of fixed  income  securities generally  fluctuate inversely  to  the
direction of interest rates.

REPURCHASE AGREEMENTS.  The Fund may purchase acceptable investments pursuant to
repurchase  agreements. Repurchase  agreements are arrangements  in which banks,
broker/dealers, and other recognized financial institutions sell U.S. government
or other securities to the Fund and agree at the time of sale to repurchase them
at a mutually agreed upon time and price. To the extent that the original seller
does not repurchase the securities from  the Fund, they could receive less  than
the repurchase price on any sale of such securities.

RESTRICTED  AND ILLIQUID SECURITIES.   The Fund intends  to invest in restricted
securities up to specific limitations.  These limitations are not applicable  to
commercial  paper  issued under  Section  4(2) of  the  Securities Act  of 1933.
Restricted securities are any securities in which the Fund may otherwise  invest
pursuant  to  its investment  objective and  policies but  which are  subject to
restriction on  resale  under  federal  securities  law.  The  Fund  will  limit
investments    in    illiquid   securities,    including    certain   restricted

                                       4

securities not  determined  by  the  Directors  to  be  liquid,  and  repurchase
agreements providing for settlement in more than seven days after notice, to 15%
of net assets.

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

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 the transaction 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/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 in transactions to  sell
its  purchase  commitments  to  third  parties  at  current  market  values  and
simultaneously acquire other commitments to purchase similar securities at later
dates. The Fund may realize short-term profits  or losses upon the sale of  such
commitments.

FOREIGN  SECURITIES.  The Fund may invest up to 10% of its net assets in foreign
securities.  Investments   in   foreign  securities,   particularly   those   of
non-governmental  issuers,  involve  considerations  which  are  not  ordinarily
associated with investments  in domestic issuers.  These considerations  include
the  possibility of expropriation, the  unavailability of financial information,
or the difficulty of interpreting  financial information prepared under  foreign
accounting  standards, less liquidity and  more volatility in foreign securities
markets, the impact of  political, social, or  diplomatic developments, and  the
difficulty  of assessing  economic trends in  foreign countries. It  may also be
more difficult to enforce contractual obligations abroad than would be the  case
in  the United States  because of differences in  the legal systems. Transaction
costs in foreign securities may be  higher. The Adviser will consider these  and
other  factors before  investing in  foreign securities  and will  not make such
investments unless,  in  its opinion,  such  investments will  meet  the  Fund's
standards  and objective. The Fund will  only purchase securities issued in U.S.
dollar denominations.

                                       5

INVESTING IN SECURITIES OF OTHER INVESTMENT  COMPANIES.  The Fund may invest  in
the  securities of other investment companies, but  it will not own 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  only
invest  in  other investment  companies that  are money  market funds  having an
investment objective  and policies  similar to  its own  and primarily  for  the
purpose  of investing short-term cash  which has not yet  been invested in other
portfolio instruments. The  Adviser will  waive its investment  advisory fee  on
assets invested in securities of open-end investment companies.

PUT  AND  CALL OPTIONS.   The  Fund may  purchase put  options on  stocks. These
options will be used only as a hedge to attempt to protect securities which  the
Fund  holds against decreases in value. The  Fund may purchase these put options
as long as they are listed on  a recognized options exchange and the  underlying
stocks are held in its portfolio.

The  Fund may also 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. Writing of call  options by the Fund  is intended to generate
income for the Fund  and thereby protect against  price movements in  particular
securities in the Fund's portfolio.

    RISKS.   The effective use  of options as hedging  techniques depends on the
    correlation between their prices  and the behavior  of the Fund's  portfolio
    securities  as  well  as the  Adviser's  ability to  accurately  predict the
    direction of  stock  prices,  interest rates  and  other  relevant  economic
    factors.  Prior to  exercise or expiration,  an option position  can only be
    terminated by entering  into a  closing purchase or  sale transaction.  This
    requires  a secondary market on  an exchange which may  or may not exist for
    any particular call or  put option at  any specific time.  The absence of  a
    liquid  secondary market also may limit the Fund's ability to dispose of the
    securities underlying an option. The  inability to close options also  could
    have  an  adverse impact  on  the Fund's  ability  to effectively  hedge its
    portfolio.

LENDING OF PORTFOLIO SECURITIES.   In order to  generate additional income,  the
Fund  may lend portfolio securities  on a short-term or  a long-term basis up to
one-third of the value  of its total assets  to broker/dealers, banks, or  other
institutional  borrowers  of  securities. The  Fund  will only  enter  into loan
arrangements with broker/dealers, banks, or other institutions which the Adviser
has determined are  creditworthy under guidelines  established by the  Directors
and  will  receive  collateral  equal to  at  least  100% of  the  value  of the
securities loaned.

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.

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
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

                                       6

held. The Fund's  rate of portfolio  turnover may exceed  that of certain  other
mutual  funds with  the same  investment objective.  A higher  rate of portfolio
turnover involves  correspondingly greater  transaction expenses  which must  be
borne  directly  by  the Fund  and,  thus,  indirectly by  its  shareholders. In
addition, a high  rate of portfolio  turnover may result  in the realization  of
larger   amounts  of  capital  gains  which,  when  distributed  to  the  Fund's
shareholders, are  taxable to  them. (Further  information is  contained in  the
Fund's  Statement  of  Additional  Information  within  the  sections "Brokerage
Transactions" and  "Tax  Status").  Nevertheless, transactions  for  the  Fund's
portfolio  will be  based only  upon investment  considerations and  will not be
limited by any  other considerations when  the Adviser deems  it appropriate  to
make changes in the Fund's portfolio.

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 up to one-third of the value of its total assets and pledge up
      to 10% of the value of those assets to secure such borrowings;

    - sell securities  short  except, under  strict  limitations, the  Fund  may
      maintain open short positions so long as not more than 10% of the value of
      its net assets is held as collateral for those positions; nor

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

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

The Fund will not:

    - invest more than 5% of its total assets in securities of issuers that have
      records of less than  three years of  continuous operations including  the
      operation of any predecessors;

    - commit  more than 5%  of its total  assets to premiums  on open put option
      positions;

    - invest more  than 5%  of its  total  assets in  securities of  one  issuer
      (except  cash and cash items, repurchase agreements collateralized by U.S.
      government securities, and U.S.  government obligations) or purchase  more
      than 10% of any class of voting securities of any one issuer; nor

    - invest more than 5% of its total assets in warrants.

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

The  Fund's net asset value per Share fluctuates. The net asset value for Shares
is determined by adding the interest of  the Class C Shares in the market  value
of all securities and other assets of the

                                       7

Fund,  subtracting the interest of the Class  C Shares in the liabilities of the
Fund and those attributable to the Class C Shares, and dividing the remainder by
the total number of Class C Shares outstanding. The net asset values for Class A
Shares may differ from that of Class C  Shares due to the variance in daily  net
income  realized  by  each respective  class.  Such variance  will  reflect only
accrued net income to which the shareholders of a particular class are entitled.

The net asset  value is determined  as of  the close of  trading (normally  4:00
p.m.,  Eastern  time) on  the New  York Stock  Exchange, Monday  through Friday,
except on: (i) days on  which there are not sufficient  changes in the value  of
the  Fund's portfolio  securities that its  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, President's Day, Good Friday, Memorial Day, Independence Day,  Labor
Day, Thanksgiving Day, and Christmas Day.

INVESTING IN CLASS C SHARES
- --------------------------------------------------------------------------------

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open. Shares may
be  purchased through a  financial institution which has  a sales agreement with
the distributor or  directly from the  distributor, Federated Securities  Corp.,
once  an account has  been established. In  connection with the  sale of Shares,
Federated Securities Corp. may from time to time offer certain items of  nominal
value  to any shareholder or investor. The Fund reserves the right to reject any
purchase request.

THROUGH A FINANCIAL INSTITUTION.  An investor may call his financial institution
(such as a bank or an investment  dealer) to place an order to purchase  Shares.
Orders  placed through a financial institution  are considered received when the
Fund is notified  of the purchase  order. Purchase orders  through a  registered
broker/dealer must be received by the broker before 4:00 P.M. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 P.M. (Eastern time) in
order  for Shares to be  purchased at that day's  price. Purchase orders through
other financial institutions (such as  a registered investment adviser) must  be
received  by the financial  institution and transmitted to  the Fund before 4:00
P.M. (Eastern time) in order for Shares to be purchased at that day's price.  It
is the financial institution's responsibility to transmit orders promptly.

DIRECTLY  FROM THE  DISTRIBUTOR.   An investor  may place  an order  to purchase
Shares directly from the distributor once an account has been established. To do
so:

    - complete and sign the new account form available from the Fund;

    - enclose a check made payable to Capital Growth Fund--Class C Shares; and

    - mail  both  to  Federated  Services   Company,  P.O.  Box  8600,   Boston,
      Massachusetts 02266-8600.

Orders  by mail are considered  received after payment by  check is converted by
the transfer  agent's  bank into  federal  funds.  This is  generally  the  next
business day after the transfer agent's bank receives the check.

                                       8

    BY WIRE.  To purchase Shares directly from the distributor by wire, call the
    Fund. All information needed will be taken over the telephone, and the order
    is  considered received  when State  Street Bank  receives payment  by wire.
    Federal funds should be  wired as follows:  Federated Services Company,  c/o
    State Street Bank and Trust Company, Boston, Massachusetts 02105; Attention:
    Mutual  Fund Servicing Division; For Credit to: Capital Growth Fund--Class C
    Shares; Fund Number (this number can be found on the account statement or by
    contacting the Fund); Group Number  or Order Number; Nominee or  Institution
    Name;  ABA Number 011000028. Shares cannot  be purchased by wire on Columbus
    Day, Veterans' Day, or Martin Luther King Day. Shares cannot be purchased by
    wire on  holidays when  wire  transfers are  restricted. Questions  on  wire
    purchases  should be directed to your shareholder services representative at
    the telephone number listed on your account statement.

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in Shares is $1,500, unless the investment is  in
a  retirement  account, in  which case  the minimum  initial investment  is $50.
Subsequent investments  must  be  in  amounts  of  at  least  $100,  except  for
retirement  accounts,  which must  be  in amounts  of  at least  $50. (Financial
institutions may  impose  different  minimum investment  requirements  on  their
customers.)

SPECIAL PURCHASE FEATURES

SYSTEMATIC   INVESTMENT  PROGRAM.    Once  a   Fund  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  or savings  account at  an Automated  Clearing
House  ("ACH")  member and  invested in  the Fund  at the  net asset  value next
determined after an order  is received by  the Fund, plus  the sales charge,  if
applicable.  Shareholders should contact their financial institution or the Fund
to participate in this program.

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

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

Class C shareholders may exchange all or some of their Shares for Class C Shares
of other funds in the  Federated Funds at net  asset value without a  contingent
deferred  sales charge.  (Not all funds  in the Federated  Funds currently offer
Class C Shares. Contact your financial institution regarding the availability of
other Class C Shares in the Federated Funds.) Participants in a retirement  plan
under the Program may exchange some or all of their Shares for Class C Shares of
other  funds offered under  their plan at  net asset value  without a contingent
deferred sales charge.  To the extent  that a shareholder  exchanges Shares  for
Class  C Shares in  other funds in the  Federated Funds, the  time for which the
exchanged-for Shares  are  to be  held  will be  added  to the  time  for  which
exchanged-from  Shares  were  held  for purposes  of  satisfying  the applicable
holding period. For more information, see "Contingent Deferred Sales Charge."

                                       9

The Fund has exchange privileges with the following Federated Funds:

American Leaders Fund, Inc.; Federated Bond Fund; Federated Small Cap Strategies
Fund; Fund for U.S. Government Securities, Inc.; Federated International  Equity
Fund;  Federated International  Income Fund;  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.;
Strategic Income Fund; and, World Utility Fund.

Prospectuses for these funds  are available by  writing to Federated  Securities
Corp.

REQUIREMENTS FOR EXCHANGE

Shareholders  using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. 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. The exchange privilege may be
modified  or  terminated  at any  time.  Shareholders  will be  notified  of the
modification or termination of the exchange privilege.

Shares  in  certain  Federated  Funds  which  are  advised  by  subsidiaries  or
affiliates  of  Federated  Investors  may also  be  exchanged  for  Shares. Such
exchanges may be subject  to a contingent deferred  sales charge and possibly  a
sales charge.

Further information on the exchange privilege and prospectuses for the Federated
Funds  or  certain of  the  Funds (as  defined  in the  Statement  of Additional
Information) are available by contacting the Fund.

TAX CONSEQUENCES.  An exercise  of the exchange privilege  is treated as a  sale
for  federal income  tax purposes. Depending  upon the  circumstances, a capital
gain or loss may be realized.

MAKING AN EXCHANGE.  Instructions for  exchanges for the Federated Funds may  be
given  in writing or by telephone.  Written instructions may require a signature
guarantee. Shareholders of the Fund may  have difficulty in making exchanges  by
telephone  through  brokers and  other  financial institutions  during  times of
drastic economic or market changes. If  a shareholder cannot contact his  broker
or  financial  institution  by telephone,  it  is recommended  that  an exchange
request be made  in writing  and sent by  overnight mail  to Federated  Services
Company, 500 Victory Road-2nd Floor, Quincy, Massachusetts 02171.

TELEPHONE  INSTRUCTIONS.   Telephone instructions  made by  the investor  may be
carried out only if a telephone authorization form completed by the investor  is
on  file with the Fund.  If the instructions are given  by a broker, a telephone
authorization form completed by  the broker must  be on file  with the Fund.  If
reasonable  procedures are not followed by the Fund, it may be liable for losses
due  to  unauthorized  or  fraudulent  telephone  instructions.  Shares  may  be
exchanged  between two funds by  telephone only if the  two funds have identical
shareholder registrations.

                                       10

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated  Services Company, P.O.  Box 8600, Boston,  Massachusetts
02266-8600  and deposited to  the shareholder's account  before being exchanged.
Telephone exchange  instructions  are recorded  and  will be  binding  upon  the
shareholder.  Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a Fund will not receive any dividend that
is payable  to  shareholders of  record  on that  date.  This privilege  may  be
modified or terminated at any time.

REDEEMING CLASS C SHARES
- --------------------------------------------------------------------------------

Shares  are redeemed  at their net  asset value, less  any applicable contingent
deferred sales charge, next  determined after the  Fund receives the  redemption
request.  Redemptions will be  made on days  on which the  Fund computes its net
asset value. Redemption  requests must  be received in  proper form  and can  be
made,  as described below.  Redemptions of Shares  held through retirement plans
will be governed by the requirements of the respective plans.

REDEEMING SHARES THROUGH YOUR FINANCIAL INSTITUTION.  Shares of the Fund may  be
redeemed by calling your financial institution to request the redemption. Shares
will be redeemed at the net asset value, less any applicable contingent deferred
sales charge next determined after the Fund receives the redemption request from
the   financial   institution.   Redemption   requests   through   a  registered
broker/dealer must be received by the broker before 4:00 p.m. (Eastern time) and
must be transmitted by the broker to the Fund before 5:00 p.m. (Eastern time) in
order for  Shares to  be redeemed  at  that day's  net asset  value.  Redemption
requests  through other financial institutions (such  as banks) must be received
by the  financial institution  and  transmitted to  the  Fund before  4:00  p.m.
(Eastern time) in order for Shares to be redeemed at that day's net asset value.
The  financial  institution is  responsible  for promptly  submitting redemption
requests and providing  proper written redemption  instructions. Customary  fees
and commissions may be charged by the financial institution for this service.

REDEEMING  SHARES BY TELEPHONE.  Shares may be redeemed in any amount by calling
the Fund provided the  Fund has a properly  completed authorization form.  These
forms can be obtained from Federated Securities Corp. Proceeds will be mailed in
the  form of a check, to the shareholder's address of record or by wire transfer
to the shareholder's account at a domestic  commercial bank that is a member  of
the  Federal Reserve System. The  minimum amount for a  wire transfer is $1,000.
Proceeds from redeemed  Shares purchased  by check or  through ACH  will not  be
wired  until  that  method  of payment  has  cleared.  Proceeds  from redemption
requests received on holidays when wire  transfers are restricted will be  wired
the  following business day. Questions about  telephone redemptions on days when
wire transfers are restricted  should be directed  to your shareholder  services
representative at the telephone number listed on your account statement.

Telephone  instructions  will  be  recorded. If  reasonable  procedures  are not
followed by  the Fund,  it  may be  liable for  losses  due to  unauthorized  or
fraudulent  telephone instructions. In  the event of  drastic economic or market
changes, a shareholder may experience  difficulty in redeeming by telephone.  If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund

                                       11

shall  determine it  necessary to terminate  or modify  the telephone redemption
privilege, shareholders would be promptly notified.

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

The written request should state: the  Fund name and the Class designation;  the
account  name as registered with the Fund; the account number; and the number of
shares to be redeemed or the dollar amount requested. All owners of the  account
must  sign the request exactly  as the shares are  registered. Normally, a check
for the proceeds is mailed  within one business day, but  in no event more  than
seven  days, after the receipt of a proper written redemption request. Dividends
are paid up to and including the day that a redemption request is processed.

Shareholders requesting a  redemption of  any amount to  be sent  to an  address
other  than that on record  with the Fund or a  redemption payable other than to
the shareholder of record must have their signatures guaranteed by a  commercial
or savings bank, trust company or savings association whose deposits are insured
by  an  organization  which is  administered  by the  Federal  Deposit Insurance
Corporation; a member firm of a domestic stock exchange; or any other  "eligible
guarantor  institution," as defined in the  Securities Exchange Act of 1934. The
Fund does not accept signatures guaranteed by a notary public.

CONTINGENT DEFERRED SALES CHARGE

Shareholders redeeming Class C Shares from  their Fund accounts within one  full
year  of the purchase date of those Shares will be charged a contingent deferred
sales charge  by the  Fund's  distributor of  1.00%. Any  applicable  contingent
deferred  sales charge will be  imposed on the lesser of  the net asset value of
the redeemed  Shares at  the time  of purchase  or the  net asset  value of  the
redeemed Shares at the time of redemption.

The  contingent  deferred  sales charge  will  be deducted  from  the redemption
proceeds otherwise  payable to  the  shareholder and  will  be retained  by  the
distributor.  The  contingent deferred  sales charge  will  not be  imposed with
respect to:  (1)  Shares  acquired  through the  reinvestment  of  dividends  or
distributions  of long-term capital gains; and (2) Shares held for more than one
full year from the date of purchase with respect to Class C Shares.  Redemptions
will  be processed  in a  manner intended to  maximize the  amount of redemption
which will not be  subject to a contingent  deferred sales charge. In  computing
the  amount of the applicable contingent  deferred sales charge, redemptions are
deemed to have occurred in the following order: (1) Shares acquired through  the
reinvestment  of dividends and long-term capital gains; (2) Shares held for more
than one full year from the date of purchase with respect to Class C Shares; and
(3) Shares held  for less  than one  full year from  the date  of purchase  with
respect  to Class C Shares on a first-in, first-out basis. A contingent deferred
sales charge is not assessed in connection  with an exchange of Fund Shares  for
shares  of other funds in  the Federated Funds in  the same class (see "Exchange
Privilege"). Any  contingent  deferred sales  charge  imposed at  the  time  the
exchanged-for  shares are redeemed is calculated  as if the shareholder had held
the   shares   from   the    date   on   which    he   became   a    shareholder

                                       12

of  the exchanged-from  shares. Moreover,  the contingent  deferred sales charge
will be  eliminated with  respect to  certain redemptions  (see "Elimination  of
Contingent Deferred Sales Charge").

ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE

A  contingent  deferred sales  charge  will not  be  charged in  connection with
exchanges of like Shares in other Federated Funds.

The contingent deferred  sales charge  will be  eliminated with  respect to  the
following  redemptions: (1)  redemptions following  the death  or disability, as
defined in  Section  72(m)(7)  of  the  Internal Revenue  Code  of  1986,  of  a
shareholder; (2) redemptions representing minimum required distributions from an
Individual  Retirement Account or other retirement plan to a shareholder who has
attained the age  of 70  1/2; and  (3) involuntary  redemptions by  the Fund  of
Shares  in  shareholder accounts  that do  not comply  with the  minimum balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of Shares held by Directors, employees,  and sales representatives of the  Fund,
the  distributor, or  affiliates of  the Fund  or distributor;  employees of any
financial institution  that  sells  Shares  of the  Fund  pursuant  to  a  sales
agreement  with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption  of Shares originally purchased  through a bank  trust
department,  an investment adviser registered  under the Investment Advisers Act
of 1940, or any other financial institution, to the extent that no payments were
advanced for purchases  made through  such entities. The  Directors reserve  the
right  to  discontinue  elimination  of the  contingent  deferred  sales charge.
Shareholders will be notified of such elimination. Any Shares purchased prior to
the termination of such waiver would  have the contingent deferred sales  charge
eliminated  as provided in the Fund's prospectus  at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent  deferred sales  charge, the  shareholder must  notify  Federated
Securities  Corp. or the transfer  agent in writing that  he is entitled to such
elimination.

SYSTEMATIC WITHDRAWAL PROGRAM

Shareholders who desire to receive payments  of a predetermined amount not  less
than  $100 may take  advantage of the Systematic  Withdrawal Program. Under this
program, Shares are redeemed to provide  for periodic withdrawal payments in  an
amount  directed by the shareholder. Depending upon the amount of the withdrawal
payments, the  amount of  dividends paid  and capital  gains distributions  with
respect to Shares, and the fluctuation of the net asset value of Shares redeemed
under  this  program,  redemptions  may  reduce,  and  eventually  deplete,  the
shareholder's investment in Shares. For this reason, payments under this program
should not be considered as yield  or income on the shareholder's investment  in
Shares.  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 his financial institution.

                                       13
ACCOUNT AND SHARE INFORMATION
- --------------------------------------------------------------------------------

CERTIFICATES AND CONFIRMATIONS

As  transfer agent  for the Fund,  Federated Services Company  maintains a Share
account for each shareholder of record. Share certificates are not issued unless
requested in writing to Federated Services Company.

Detailed  confirmations  of  each  purchase  or  redemption  are  sent  to  each
shareholder.  Quarterly confirmations are  sent to report  dividends paid during
that quarter.

DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and  paid quarterly to all  shareholders invested in  the
Fund  on the  record date. Distributions  of any net  realized long-term capital
gains  will  be  made  at  least   once  every  twelve  months.  Dividends   and
distributions are automatically reinvested in additional Shares on payment dates
at  the  ex-dividend  date  net  asset  value  without  a  sales  charge, unless
shareholders request cash payments on the new account form or by writing to  the
dividend  disbursing agent. All shareholders on  the record date are entitled to
the dividend. If Shares are  redeemed or exchanged prior  to the record date  or
purchased after the record date, those Shares are not entitled to that quarter's
dividend.

ACCOUNTS WITH LOW BALANCES

Due  to the high  cost of maintaining  accounts with low  balances, the Fund may
redeem Shares in any account, except  retirement accounts, and pay the  proceeds
to the shareholder if the account balance falls below the required minimum value
of  $1,500. This requirement does not apply, however, if the balance falls below
$1,500 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.

FUND INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE CORPORATION

BOARD OF DIRECTORS.   The Corporation is  managed by a  Board of Directors.  The
Directors  are responsible for managing the  business affairs of the Corporation
and for exercising all of the Corporation's powers except those reserved for the
shareholders. An  Executive Committee  of  the Board  of Directors  handles  the
Directors' responsibilities between meetings of the Directors.

INVESTMENT  ADVISER.    Pursuant to  an  investment advisory  contract  with the
Corporation, investment decisions for the  Fund are made by Federated  Advisers,
the  Fund's  investment  adviser, subject  to  direction by  the  Directors. The
Adviser continually conducts  investment research and  supervision for the  Fund
and  is responsible for the purchase or sale of portfolio instruments, for which
it receives an annual fee from the Fund.

                                       14

Both the Fund and the Adviser have adopted strict codes of ethics governing  the
conduct of all employees who manage the Fund and its portfolio securities. These
codes   recognize  that  such  persons  owe  a  fiduciary  duty  to  the  Fund's
shareholders  and  must  place  the  interests  of  shareholders  ahead  of  the
employees' own interest. Among other things, the codes: require preclearance and
periodic  reporting  of  personal  securities  transactions;  prohibit  personal
transactions in  securities being  purchased or  sold, or  being considered  for
purchase  or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking  profits on securities held  for less than  sixty
days.  Violations of the codes are subject to review by the Directors, and could
result in severe penalties.

    ADVISORY FEES.  The Adviser receives an annual investment advisory fee equal
    to .55 of 1% of the Fund's average daily net assets plus 4.5% of the  Fund's
    annual  gross income,  excluding any capital  gains or  losses. Gross income
    includes, in  general, discount  earned on  U.S. Treasury  bills and  agency
    discount  notes,  interest earned  on all  interest bearing  obligations and
    dividend income  recorded  on the  ex-dividend  date but  does  not  include
    capital   gains  or  losses  or  reduction  of  expenses.  The  Adviser  may
    voluntarily waive a  portion of its  fee or reimburse  the Fund for  certain
    operating  expenses. The Adviser can terminate  this voluntary waiver at any
    time at its sole  discretion. The Adviser has  also undertaken to  reimburse
    the  Fund for  operating expenses  in excess  of limitations  established by
    certain states.

    ADVISER'S  BACKGROUND.    Federated  Advisers,  a  Delaware  business  trust
    organized  on April 11,  1989, is a registered  investment adviser under the
    Investment Advisers Act of 1940. It is a subsidiary of Federated  Investors.
    All  of the Class  A (voting) shares  of Federated Investors  are owned by a
    trust, the trustees of  which are John F.  Donahue, Chairman and Trustee  of
    Federated   Investors,  Mr.  Donahue's  wife,  and  Mr.  Donahue's  son,  J.
    Christopher Donahue, who is President and Trustee of Federated Investors.

    Federated Advisers and  other subsidiaries of  Federated Investors serve  as
    investment  advisers  to  a  number  of  investment  companies  and  private
    accounts. Certain other subsidiaries also provide administrative services to
    a number of investment companies. With over $72 billion invested across more
    than 260 funds under management  and/or administration by its  subsidiaries,
    as  of December 31, 1994,  Federated Investors is one  of the largest mutual
    fund investment  managers  in  the  United  States.  With  more  than  1,750
    employees,  Federated continues to be led  by the management who founded the
    company in 1955. Federated funds are presently at work in and through  4,000
    financial    institutions   nationwide.   More   than   100,000   investment
    professionals have selected Federated funds for their clients.

    Peter R. Anderson has been the Fund's senior portfolio manager since  August
    1994.  Mr. Anderson joined Federated Investors in 1972 as, and is presently,
    a Senior Vice President of the Fund's investment adviser. Mr. Anderson is  a
    Chartered  Financial Analyst  and received  his M.B.A.  in Finance  from the
    University of Wisconsin.

    James E.  Grefenstette  has  been  the  Fund's  co-portfolio  manager  since
    December  1994. Mr. Grefenstette joined Federated  Investors in 1992 and has
    been an  Assistant Vice  President of  the Fund's  investment adviser  since
    1994.  Mr. Grefenstette served as an  investment analyst of the adviser from
    1992 to 1994. Mr. Grefenstette served as a credit analyst with  Westinghouse

                                       15

    Credit  Corporation from  1990 to  1992, and  as a  bond trader  and then an
    Investment Officer  with Pittsburgh  National Bank  from 1987  to 1990.  Mr.
    Grefenstette received his M.S.I.A. from Carnegie Mellon University.

DISTRIBUTION OF CLASS C SHARES

Federated  Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower,  Pittsburgh,
Pennsylvania  15222-3779. 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.

State securities  laws  may  require  certain  financial  institutions  such  as
depository institutions to register as dealers.
DISTRIBUTION  PLAN AND SHAREHOLDER SERVICES.   Under a distribution plan adopted
in accordance with Investment Company Act Rule 12b-1 (the "Distribution  Plan"),
the  Fund may pay  to the distributor an  amount, computed at  an annual rate of
0.75 of  1% of  the average  daily  net asset  value of  Shares to  finance  any
activity  which is principally intended to result  in the sale of Shares subject
to the Distribution Plan. The distributor may select financial institutions such
as banks, fiduciaries,  custodians for  public funds,  investment advisers,  and
broker/dealers  to provide sales support services as agents for their clients or
customers.

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

In addition, the  Fund has entered  into a Shareholder  Services Agreement  with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of  Shares  to  obtain  certain  personal  services  for  shareholders  and  the
maintenance of shareholder accounts.  Under the Shareholder Services  Agreement,
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions  will  receive fees  based upon  Shares owned  by their  clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated  Shareholder
Services.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS.  Federated Securities Corp. and
Federated  Shareholder  Services,  from  their  own  assets,  may  pay financial
institutions supplemental fees as financial assistance for providing substantial
sales services, distribution-related support services, or shareholder  services.
The  support may include sponsoring sales, educational and training seminars for
their employees, providing sales  literature, and engineering computer  software
programs  that emphasize  the attributes  of the  Fund. Such  assistance will be
predicated upon the  amount of  Shares the  financial institution  sells or  may
sell,    and/or   upon   the   type   and   nature   of   sales   or   marketing

                                       16

support furnished  by  the  financial  institution. Any  payments  made  by  the
distributor may be reimbursed by the Adviser or its affiliates.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE  SERVICES.   Federated Administrative  Services, a  subsidiary of
Federated Investors, provides administrative  personnel and services  (including
certain  legal  and  financial  reporting  services)  necessary  to  operate the
Corporation and the Fund. Federated Administrative Services provides these at an
annual rate which relates to the average aggregate daily net assets of all funds
advised by  subsidiaries  of  Federated Investors  (the  "Federated  Funds")  as
specified below:
<TABLE>
<CAPTION>
                 MAXIMUM                  AVERAGE AGGREGATE DAILY NET ASSETS
           ADMINISTRATIVE FEE                   OF THE FEDERATED FUNDS
        -------------------------        ------------------------------------
        <C>                              <S>
               .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  be  at least
$125,000 per  portfolio  and  $30,000  per  each  additional  class  of  shares.
Federated  Administrative Services may choose voluntarily  to waive a portion of
its fee.

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. 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
Directors.

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

VOTING RIGHTS

Each Share  gives the  shareholder  one vote  in  Director elections  and  other
matters  submitted to  shareholders for  vote. All  shares of  each portfolio or
class in  the Corporation  have  equal voting  rights,  except that  in  matters
affecting only a particular Fund or class, only shares of that Fund or class are
entitled to vote.

As  a  Maryland corporation,  the  Corporation is  not  required to  hold annual
shareholder meetings.  Shareholder  approval will  be  sought only  for  certain
changes  in the Fund's operation and for the election of Directors under certain
circumstances.

                                       17

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

TAX INFORMATION
- --------------------------------------------------------------------------------

FEDERAL INCOME TAX

The Fund will pay  no federal income  tax because the Fund  expects to meet  the
requirements  of the  Internal Revenue  Code applicable  to regulated investment
companies and to receive the special tax treatment afforded to such companies.

The Fund will be  treated as a  single, separate entity  for federal income  tax
purposes  so that  income (including capital  gains) and losses  realized by the
Corporation's other portfolios, if  any, will not be  combined for tax  purposes
with those realized by the Fund.

Unless  otherwise exempt, shareholders are required to pay federal income tax on
any dividends and  other distributions, including  capital gains  distributions,
received.  This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains,  if
any,  will be taxable to  shareholders as long-term capital  gains no matter how
long the shareholders have held the Shares. No federal income tax is due on  any
dividends earned in an IRA or qualified retirement plan until distributed.
STATE AND LOCAL TAXES

Fund  Shares  are  exempt  from personal  property  taxes  imposed  by counties,
municipalities, and school districts in Pennsylvania.

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

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

From time to time, the  Fund advertises the total return  and yield for Class  C
Shares.

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

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

                                       18

The performance information reflects the  effect of non-recurring charges,  such
as  the contingent deferred sales charge, which, if excluded, would increase the
total return and yield.
Total return and  yield will  be calculated separately  for Class  C Shares  and
Class  A Shares. Because Class A Shares may be subject to a lower 12b-1 fee than
Class C Shares, total  return and yield  for Class A  Shares will likely  exceed
that of Class C Shares for the same period.

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

OTHER CLASSES OF SHARES
- --------------------------------------------------------------------------------

The  Fund also offers  Class A Shares  which are sold  primarily to customers of
financial institutions.

Class A Shares are sold subject to  a front-end sales charge, a Rule 12b-1  Plan
and  shareholder services fee.  Investments in Class  A Shares are  subject to a
minimum initial investment  of $500, unless  the investment is  in a  retirement
account, in which case the minimum investment is $50.

Class  A Shares and Class C Shares are  subject to certain of the same expenses.
Expense differences, however,  between Class  A Shares  and Class  C Shares  may
affect the performance of each class.

To  obtain more information and  a prospectus for Class  C Shares, investors may
call 1-800-235-4669 or contact their financial institution.

                                       19

APPENDIX
(UNAUDITED)
- --------------------------------------------------------------------------------
STANDARD AND POOR'S RATING GROUP ("S&P") 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.

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.

BB, B--Debt  rated  "BB" or  "B",  is  regarded, on  balance,  as  predominantly
speculative  with respect  to capacity  to pay  interest and  repay principal in
accordance with  the terms  of the  obligation.  BB indicates  a low  degree  of
speculation.

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 some time in the future.

                                       20

APPENDIX--CONTINUED
(UNAUDITED)
- --------------------------------------------------------------------------------
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.

BA--Bonds which are "BA" are judged  to have speculative elements; their  future
cannot  be  considered as  well-assured. Often  the  protection of  interest and
principal payments may be very moderate and thereby not well safeguarded  during
both  good and bad times over  the future. Uncertainty of position characterizes
bonds in this class.
B--Bonds which are  rated "B"  generally lack characteristics  of the  desirable
investment.  Assurance of interest  and principal payments  or of maintenance of
other terms of the contract over any long period of time may be small.

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.

                                       21

ADDRESSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                          <C>
Investment Series Funds, Inc.
              Capital Growth Fund            Federated Investors Tower
              Class C Shares                 Pittsburgh, Pennsylvania 15222-3779
- --------------------------------------------------------------------------------

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

Investment Adviser
              Federated Advisers             Federated Investors Tower
                                             Pittsburgh, Pennsylvania 15222-3779
- --------------------------------------------------------------------------------

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

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

Independent Auditors
              Ernst & Young LLP              One Oxford Centre
                                             Pittsburgh, Pennsylvania 15219
- --------------------------------------------------------------------------------
</TABLE>


                                       22


- --------------------------------------------------------------------------------
                                               CAPITAL GROWTH FUND
                                               CLASS C SHARES

                                               PROSPECTUS
                                               A Diversified Portfolio of
                                               Investment Series Fund, Inc., an
                                               Open-End
                                               Management Investment Company
                                               December 31, 1995

[FEDERATED SECURITIES CORP. LOGO]
           Distributor
           A subsidiary of FEDERATED INVESTORS
           FEDERATED INVESTORS TOWER
           PITTSBURGH, PA 15222-3779
           CUSIP 461444408
           1102503A-C (12/95)              [RECYCLED PAPER LOGO]
                                           RECYCLED
                                           PAPER



A1.       The graphic presentation here displayed consists of a boxed legend in
the upper left quadrant indicating the components of the corresponding mountain
chart. The color coded mountain chart is a visual representation of the
narrative text above it. The "x" axis reflects computation periods from 5/20/87
to 10/31/95. The "y" axis is measured in increments of $3,000 ranging from $0 to
$21,000 and indicates that the ending value of hypothetical initial investment
of $9,000 in the Fund, assuming the reinvestment of capital gains and
dividends,would have grown to $20,322 on 10/31/95.

A2.       The graphic presentation here displayed consists of a boxed legend in
the upper left quadrant indicating the components of the corresponding mountain
chart.  The color coded mountain chart is a visual representation of the
narrative text above it. The "x" axis reflects computation periods from 5/20/87
to 10/31/95. The "y" axis is measured in increments of $4,000 ranging from $0 to
$16,000 and indicates that the ending value of hypothetical yearly investments
of $1,000 in the Fund, assuming the reinvestment of capital gains and
dividends,would have grown to $14,795 on 10/31/95.

A3.       The graphic presentation here displayed consists of a boxed legend in
the upper left quadrant indicating the components of the corresponding mountain
chart.  The color-coded mountain chart is a visual representation of the
narrative text beneath it.  The "x" axis reflects computation periods from
5/20/87 to 10/31/95.  The "y" axis is measured in increments of $6,000 ranging
from $0 to $48,000 and indicates that the ending value of a hypothetical initial
investment of $20,000 on 5/20/87 would have grown to $45,160 on 10/31/95.

A4.       The graphic presentation here displayed consists of a line graph.  The
corresponding components of the line graph are listed underneath.  The Class A
Shares of Federated Bond Fund based on a 4.5% sales load are represented by a
solid line. The Lipper Corporate Debt Funds BBB Rated Average ("LCDBBB") is
represented by a single broken line. The Lehman Brothers Corporate Bond Index
("LBCBI") is represented by a double broken dotted line. The line graph is a
visual representation of a comparison of change in value of a $10,000
hypothetical investment in the Class A Shares of the fund and the LCDBBB and the
LBCBI. The "x" axis reflects computation periods from 6/28/95 to 10/31/95. The
"y" axis reflects the cost of the investment. The right margin reflects the
ending value of the hypothetical investment in the fund's Class A Shares based
on a 4.5% sales load, as compared to the LCDBBB and LBCBI; the ending values
were $10,369, $10,346 and $9,929, respectively. The legend in the bottom
quadrant of the graphic presentation indicates the fund's Class A Shares Average
Annual Total Return since the start of performance, which was (0.71%).

A5.  The graphic presentation here displayed consists of a line graph.  The
corresponding components of the line graph are listed underneath.  The Class B
Shares of Federated Bond Fund based on a 5.5% contingent deferred sales charge
are represented by a solid line. The Lipper Corporate Debt Funds BBB Rated
Average ("LCDBBB") is represented by a single broken line. The Lehman Brothers
Corporate Bond Index ("LBCBI") is represented by a double broken dotted line.
The line graph is a visual representation of a comparison of change in value of
a $10,000 hypothetical investment in the Class B Shares of the fund and the
LCDBBB and the LBCBI. The "x" axis reflects computation periods from 6/28/95 to
10/31/95. The "y" axis reflects the cost of the investment. The right margin
reflects the ending value of the hypothetical investment in the fund's Class B
Shares based on a 5.5% contingent deferred sales charge, as compared to the
LCDBBB and LBCBI; the ending values were $10,369, $10,346 and $9,809,
respectively. The legend in the bottom quadrant of the graphic presentation
indicates the fund's Class B Shares Average Annual Total Return since the start
of performance, which was (1.91%).

A6.  The graphic presentation here displayed consists of a line graph.  The
corresponding components of the line graph are listed underneath.  The Class C
Shares of Federated Bond Fund are represented by a solid line. The Lipper
Corporate Debt Funds BBB Rated Average ("LCDBBB") is represented by a single
broken line. The Lehman Brothers Corporate Bond Index ("LBCBI") is represented
by a double broken dotted line. The line graph is a visual representation of a
comparison of change in value of a $10,000 hypothetical investment in the Class
C Shares of the fund and the LCDBBB and the LBCBI. The "x" axis reflects
computation periods from 6/28/95 to 10/31/95. The "y" axis reflects the cost of
the investment. The right margin reflects the ending value of the hypothetical
investment in the fund's Class C Shares, as compared to the LCDBBB and LBCBI;
the ending values were $10,369, $10,346 and $10,266, respectively. The legend in
the bottom quadrant of the graphic presentation indicates the fund's Class C
Shares Average Annual Total Return since the start of performance, which was
2.66%.

A7.  The graphic presentation here displayed consists of a line graph.  The
corresponding components of the line graph are listed underneath.  Fortress
Shares of Federated Bond Fund are represented by a solid line. The Lipper
Corporate Debt Funds BBB Rated Average ("LCDBBB") is represented by a single
broken line. The Lehman Brothers Corporate Bond Index ("LBCBI") is represented
by a double broken dotted line. The line graph is a visual representation of a
comparison of change in value of a $10,000 hypothetical investment in the
Fortress Shares of the fund and the LCDBBB and the LBCBI. The "x" axis reflects
computation periods from 5/20/87 to 10/31/95. The "y" axis reflects the cost of
the investment. The right margin reflects the ending value of the hypothetical
investment in the fund's Fortress Shares, as compared to the LCDBBB and LBCBI;
the ending values were $22,731, $20,770
and $22,581, respectively. The legend in the bottom quadrant of the graphic
presentation indicates the fund's Fortress Shares Average Annual Total Return
since the start of performance and the 1 and 5 year periods ended October
31,1995, which were 10.12%, 14.3%, and 17.03%, respectively.

A8.  The graphic presentation here displayed consists of a line graph.  The
corresponding components of the line graph are listed underneath.  The Class A
Shares of Capital Growth Fund based on a 5.5% sales load are represented by a
solid line. The Standard and Poor's 500 Index (S&P 500) is represented by a
single broken line. The Lipper Growth Fund Index ("LGFI") is represented by a
double broken line. The line graph is a visual representation of a comparison of
change in value of a $10,000 hypothetical investment in the Class A Shares of
the fund and the LGFI and the S&P 500. The "x" axis reflects computation periods
from 1/16/92 to 10/31/95. The "y" axis reflects the cost of the investment. The
right margin reflects the ending value of the hypothetical investment in the
fund's Class A Shares based on a 5.5% sales load, as compared to the S&P 500 and
LGFI; the ending values were $15,442, $15,180 and $12,319, respectively. The
legend in the bottom quadrant of the graphic presentation indicates the fund's
Class A Shares Average Annual Total Return since the start of performance and
for the one year period ended October 31, 1995, which were 5.35% and 20.74%,
respectively.

A9.  The graphic presentation here displayed consists of a line graph.  The
corresponding components of the line graph are listed underneath.  The Class C
Shares of Capital Growth Fund are represented by a solid line. The Standard and
Poor's 500 Index (S&P 500) is represented by a single broken line. The Lipper
Growth Fund Index ("LGFI") is represented by a double broken line. The line
graph is a visual representation of a comparison of change in value of a $10,000
hypothetical investment in the Class C Shares of the fund and the LGFI and the
S&P 500. The "x" axis reflects computation periods from 4/14/93 to 10/31/95. The
"y" axis reflects the cost of the investment. The right margin reflects the
ending value of the hypothetical investment in the fund's Class C Shares, as
compared to the S&P 500 and LGFI; the ending values were $13,864, $13,676 and
$12,454, respectively. The legend in the bottom quadrant of the graphic
presentation indicates the fund's Class A Shares Average Annual Total Return
since the start of performance and for the one year period ended October 31,



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