MANAGED SERIES TRUST
497, 1994-09-30
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              FEDERATED

             MANAGED INCOME

                  FUND

 

       [LOGO] MANAGED SERIES TRUST

 

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

          INSTITUTIONAL SERVICE

              ------------
                SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

     Federated Managed Income Fund
              is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K107
       G00523-02 (9/94)


FEDERATED MANAGED INCOME FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Income Fund--Institutional Service Shares after page 1, following
     the section entitled "Summary of Fund Expenses" and before the section
     entitled "General Information." In addition, please add the heading
     "Financial Highlights--Institutional Service Shares" to the Table of
     Contents page, after the heading "Summary of Fund Expenses."

FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.11
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and
  futures contracts                                                                                        0.04
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.15
- -------------------------------------------------------------------------------------------------       -------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.10)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.05
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             1.45%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.48%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    6.50%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.20%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                               $26,743
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    97%
- -------------------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 4:

"Yankee bonds, which are U.S. dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 C.  The following should be added as a sub-section under the section entitled
     "High Yield Corporate Bonds" on page 4. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 D.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds," which begins on page 7. In addition,
     please delete the heading "Investment Risks" which appears immediately
     following the heading "Corporate Bonds" on the Table of Contents page.

 E.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 F.  Please delete the first sentence of the tenth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."


 G.  Please add the following as the last paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 H.  Please delete the section entitled "Administrative Services" on page 15
     and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 I.   Please delete the section entitled "Shareholder Services Plan" on page 15
      and replace it with the following:

"SHAREHOLDER SERVICES PLAN. The Trust has adopted a Shareholder Services Plan
(the 'Services Plan') under which the Fund may make payments up to 0.25 of 1% of
the average daily net asset value of the Institutional Service Shares to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts ('shareholder services'). The Trust has entered into a Shareholder
Services Agreement with Federated Shareholder Services, a subsidiary of
Federated Investors, under which Federated Shareholder Services will either
perform shareholder services directly or will select financial institutions to
perform shareholder services. Financial institutions will receive fees based
upon Shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Trust and Federated Shareholder Services."


 J.   Please insert the following section entitled "Other Payments to Financial
      Institutions" after the section entitled "Shareholder Services Plan" on
      page 15. In addition, please add the heading "Other Payments to Financial
      Institutions" to the Table of Contents page after the heading
      "Shareholder Services Plan."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Services Plan, financial institutions could be compensated by the
distributor, who could be reimbursed by the adviser, or affiliates thereof, for
providing administrative support services to holders of Shares. These payments
would be made directly by the distributor and will not be made from the assets
of the Fund."

 K.  Please insert the following as the last sentence of the first paragraph in
     the section entitled "Voting Rights" on page 21:

"As of September 6, 1994, IU & Co. of Columbus, Indiana, acting in various
capacities for numerous accounts, was the owner of record of 103,361 Select
Shares (30.25%) and J. Jones & Company of Atmore, Alabama, acting in various
capacities for numerous accounts, was the owner of record of 102,973 Select
Shares (30.14%) of Federated Managed Income 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."


 L.  Please insert the following "Financial Highlights" table for Federated
     Managed Income Fund--Select Shares after page 23, following the section
     entitled "Other Classes of Shares." In addition, please add the heading
     "Financial Highlights--Select Shares" to the Table of Contents page after
     the heading "Other Classes of Shares."

FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                               <C>
- ------------------------------------------------------------------------------------------------  -----------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.10
- ------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and
  futures contracts                                                                                        0.03
- ------------------------------------------------------------------------------------------------       --------
  Total from investment operations                                                                         0.13
- ------------------------------------------------------------------------------------------------       --------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.08)
- ------------------------------------------------------------------------------------------------       --------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.05
- ------------------------------------------------------------------------------------------------       --------
TOTAL RETURN**                                                                                             1.31%
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.23%(a)
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    5.75%(a)
- ------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.45%(a)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                                $3,275
- ------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    97%
- ------------------------------------------------------------------------------------------------
</TABLE>

 *  Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 M. Please delete the section entitled "Statement of Assets and Liabilities" on
    page 24 and replace it with the following Financial Statements after the
    section entitled "Financial Highlights--Select Shares" and before the
    section entitled "Report to Independent Public Accountants." In addition,
    please add the heading "Financial Statements" to the Table of Contents
    page, after the heading "Financial Highlights--Select Shares" and delete
    the heading "Statement of Assets and Liabilities" from the Table of
    Contents page.

FEDERATED MANAGED INCOME FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                      IN U.S.
    SHARES                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
STOCKS--16.1%++
- -------------------------------------------------------------------------------------------------
                 LARGE COMPANY--9.0%*
                 --------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.8%
                 --------------------------------------------------------------------------------
          1,100  (a)FMC Corp.                                                                      $       64,625
                 --------------------------------------------------------------------------------
          1,100  Lubrizol Corp.                                                                            37,262
                 --------------------------------------------------------------------------------
          1,500  Phelps Dodge Corp.                                                                        92,625
                 --------------------------------------------------------------------------------
          2,400  Praxair, Inc.                                                                             54,000
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    248,512
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--0.4%
                 --------------------------------------------------------------------------------
          1,800  Ford Motor Co.                                                                            57,150
                 --------------------------------------------------------------------------------
            900  General Motors Corp.                                                                      46,237
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    103,387
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--1.1%
                 --------------------------------------------------------------------------------
            700  Avon Products, Inc.                                                                       39,638
                 --------------------------------------------------------------------------------
          1,200  Eastman Kodak Co.                                                                         58,050
                 --------------------------------------------------------------------------------
          3,000  Mattel, Inc.                                                                              82,875
                 --------------------------------------------------------------------------------
          1,200  Philip Morris Cos., Inc.                                                                  66,000
                 --------------------------------------------------------------------------------
          1,500  Reebok International, Ltd.                                                                53,250
                 --------------------------------------------------------------------------------
          5,400  (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                             36,450
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    336,263
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--0.6%
                 --------------------------------------------------------------------------------
          2,100  American Stores Co.                                                               $       54,337
                 --------------------------------------------------------------------------------
          1,600  Sears, Roebuck & Co.                                                                      75,600
                 --------------------------------------------------------------------------------
          2,500  (a)Tele-Communications, Inc., Class A                                                     58,281
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    188,218
                 --------------------------------------------------------------------------------  --------------
                 ENERGY--1.2%
                 --------------------------------------------------------------------------------
          2,000  Baker Hughes, Inc.                                                                        42,250
                 --------------------------------------------------------------------------------
          1,600  Chevron Corp.                                                                             71,000
                 --------------------------------------------------------------------------------
            800  Mapco, Inc.                                                                               48,500
                 --------------------------------------------------------------------------------
            400  Noram Energy Corp.                                                                         2,400
                 --------------------------------------------------------------------------------
          1,500  Peoples Energy Corp.                                                                      38,438
                 --------------------------------------------------------------------------------
          1,100  Texaco, Inc.                                                                              69,850
                 --------------------------------------------------------------------------------
          2,600  USX Marathon Group                                                                        45,175
                 --------------------------------------------------------------------------------
            700  (a)Western Atlas, Inc.                                                                    34,038
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    351,651
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--1.5%
                 --------------------------------------------------------------------------------
            900  AMLI Residential Properties                                                               19,350
                 --------------------------------------------------------------------------------
            800  Bankers Trust of New York Corp.                                                           53,600
                 --------------------------------------------------------------------------------
          1,400  Citicorp                                                                                  57,750
                 --------------------------------------------------------------------------------
          1,000  Dean Witter, Discover & Co.                                                               40,125
                 --------------------------------------------------------------------------------
            600  Dreyfus Corp.                                                                             29,700
                 --------------------------------------------------------------------------------
            600  Federal National Mortgage Association                                                     52,050
                 --------------------------------------------------------------------------------
            500  Mellon Bank Corp.                                                                         28,625
                 --------------------------------------------------------------------------------
          1,800  PNC Financial Corp.                                                                       51,750
                 --------------------------------------------------------------------------------
          1,000  Transamerica Corp.                                                                        50,750
                 --------------------------------------------------------------------------------
          2,000  Travelers, Inc.                                                                           66,250
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                             $      449,950
                 --------------------------------------------------------------------------------  --------------
                 HEALTHCARE--0.7%
                 --------------------------------------------------------------------------------
          1,100  American Home Products Corp.                                                              63,113
                 --------------------------------------------------------------------------------
          1,000  Becton, Dickinson & Co.                                                                   42,125
                 --------------------------------------------------------------------------------
          1,000  Bristol-Myers Squibb Co.                                                                  52,625
                 --------------------------------------------------------------------------------
          1,300  U.S. Healthcare, Inc.                                                                     49,237
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    207,100
                 --------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--0.8%
                 --------------------------------------------------------------------------------
            400  Deere & Co.                                                                               28,050
                 --------------------------------------------------------------------------------
            900  General Electric Co.                                                                      45,337
                 --------------------------------------------------------------------------------
            900  (a)Litton Industries, Inc.                                                                33,412
                 --------------------------------------------------------------------------------
            500  Loews Corp.                                                                               44,125
                 --------------------------------------------------------------------------------
          1,400  Textron, Inc.                                                                             74,550
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    225,474
                 --------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--1.1%
                 --------------------------------------------------------------------------------
          2,100  General Motors Corp., Class E                                                             74,025
                 --------------------------------------------------------------------------------
            800  Hewlett-Packard Co.                                                                       62,100
                 --------------------------------------------------------------------------------
          1,500  Martin-Marietta Corp.                                                                     68,062
                 --------------------------------------------------------------------------------
          1,100  Raytheon Co.                                                                              72,188
                 --------------------------------------------------------------------------------
          1,700  Rockwell International Corp.                                                              60,987
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    337,362
                 --------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.1%
                 --------------------------------------------------------------------------------
          1,800  Ryder Systems, Inc.                                                                       47,025
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--0.7%
                 --------------------------------------------------------------------------------
          1,200  AT&T Corp.                                                                                65,550
                 --------------------------------------------------------------------------------
            400  British Telecommunications, ADR                                                   $       23,650
                 --------------------------------------------------------------------------------
            800  Enron Corp.                                                                               25,900
                 --------------------------------------------------------------------------------
          1,900  MCI Communications Corp.                                                                  43,225
                 --------------------------------------------------------------------------------
            500  Telefonos De Mexico, SA, ADR                                                              30,375
                 --------------------------------------------------------------------------------
          2,600  Westinghouse Electric Corp., Conv. Pfd., Series C                                         34,447
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    223,147
                 --------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $2,933,645)                                      2,718,089
                 --------------------------------------------------------------------------------  --------------
                 UTILITY--7.1%
                 --------------------------------------------------------------------------------
                 UTILITIES--7.1%
                 --------------------------------------------------------------------------------
          3,500  Ameritech Corp.                                                                          143,500
                 --------------------------------------------------------------------------------
          1,700  Baltimore Gas & Electric Co.                                                              38,888
                 --------------------------------------------------------------------------------
          2,500  Bell Atlantic Corp.                                                                      141,562
                 --------------------------------------------------------------------------------
          2,300  BellSouth Corp.                                                                          143,750
                 --------------------------------------------------------------------------------
          1,700  CMS Energy Corp.                                                                          38,463
                 --------------------------------------------------------------------------------
          1,700  Cincinnati Gas & Electric Co.                                                             38,037
                 --------------------------------------------------------------------------------
          1,300  Consolidated Edison Co. of New York                                                       37,375
                 --------------------------------------------------------------------------------
          1,800  DPL, Inc.                                                                                 36,675
                 --------------------------------------------------------------------------------
          1,200  DQE                                                                                       36,150
                 --------------------------------------------------------------------------------
          1,800  Duke Power Co.                                                                            68,850
                 --------------------------------------------------------------------------------
          1,500  Entergy Corp.                                                                             38,250
                 --------------------------------------------------------------------------------
          1,400  Florida Progress Corp.                                                                    39,200
                 --------------------------------------------------------------------------------
          1,200  FPL Group, Inc.                                                                           37,950
                 --------------------------------------------------------------------------------
          1,400  General Public Utilities Corp.                                                            36,050
                 --------------------------------------------------------------------------------
          4,600  GTE Corp.                                                                                146,050
                 --------------------------------------------------------------------------------
          1,000  MCN Corp.                                                                                 39,875
                 --------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   PRINCIPAL                                                                                           VALUE
    AMOUNT                                                                                            IN U.S.
   OR SHARES                                                                                          DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
STOCKS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 --------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 --------------------------------------------------------------------------------
          1,300  Nipsco Industries, Inc.                                                           $       38,025
                 --------------------------------------------------------------------------------
          1,600  Northeast Utilities Co.                                                                   37,400
                 --------------------------------------------------------------------------------
          3,800  Nynex Corp.                                                                              146,300
                 --------------------------------------------------------------------------------
          1,900  Pacific Enterprises                                                                       38,950
                 --------------------------------------------------------------------------------
          2,200  Pacificorp                                                                                39,050
                 --------------------------------------------------------------------------------
          1,400  Peco Energy Co.                                                                           36,575
                 --------------------------------------------------------------------------------
          2,200  Pinnacle West Capital Corp.                                                               38,775
                 --------------------------------------------------------------------------------
          1,700  PSI Resources, Inc.                                                                       37,613
                 --------------------------------------------------------------------------------
          1,500  Public Service Enterprise Group, Inc.                                                     41,625
                 --------------------------------------------------------------------------------
          1,200  Sonat, Inc.                                                                               39,750
                 --------------------------------------------------------------------------------
          2,800  Southern Co.                                                                              54,600
                 --------------------------------------------------------------------------------
          4,200  Southern New England Telecommunications                                                  144,375
                 --------------------------------------------------------------------------------
          3,200  Southwestern Bell Corp.                                                                  134,400
                 --------------------------------------------------------------------------------
          1,800  UGI Corp.                                                                                 38,025
                 --------------------------------------------------------------------------------
          3,300  U.S. West, Inc.                                                                          132,825
                 --------------------------------------------------------------------------------
          1,200  Utilicorp United, Inc.                                                                    35,700
                 --------------------------------------------------------------------------------
          1,300  Western Resource, Inc.                                                                    36,563
                 --------------------------------------------------------------------------------  --------------
                 TOTAL UTILITY (IDENTIFIED COST, $2,075,561)                                            2,131,176
                 --------------------------------------------------------------------------------  --------------
                 TOTAL STOCKS (IDENTIFIED COST, $5,009,206)                                             4,849,265
                 --------------------------------------------------------------------------------  --------------
BONDS--79.9%
- -------------------------------------------------------------------------------------------------
                 INVESTMENT-GRADE--9.8%
                 --------------------------------------------------------------------------------
                 AUTOMOTIVE--0.8%
                 --------------------------------------------------------------------------------
$       250,000  General Motors Acceptance Corp., 7.25%, 4/30/99                                          246,692
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--0.7%
                 --------------------------------------------------------------------------------
        250,000  Household Finance Corp., 6.45%, 2/1/2009                                                 215,968
                 --------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
   PRINCIPAL                                                                                          IN U.S.
    AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 INVESTMENT-GRADE--CONTINUED
                 --------------------------------------------------------------------------------
                 FINANCIAL INTERMEDIARIES--0.7%
                 --------------------------------------------------------------------------------
$       200,000  Merrill Lynch & Co., Inc., 7.25%, 6/14/2004                                       $      201,412
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.7%
                 --------------------------------------------------------------------------------
        200,000  Georgia Pacific Corp., 10.125%, 5/15/2000                                                206,096
                 --------------------------------------------------------------------------------  --------------
                 GOVERNMENT AGENCY--1.0%
                 --------------------------------------------------------------------------------
        300,000  Tennessee Valley Authority, 7.318%, 5/31/99                                              303,144
                 --------------------------------------------------------------------------------  --------------
                 INSURANCE--0.7%
                 --------------------------------------------------------------------------------
        200,000  SunAmerica Inc., 6.58%, 1/15/2002                                                        185,634
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--1.4%
                 --------------------------------------------------------------------------------
        150,000  News American Holdings, Inc., 7.50%, 3/1/2000                                            146,701
                 --------------------------------------------------------------------------------
        250,000  Valassis Inserts, Inc., Sr. Notes, 8.875%, 3/15/99                                       259,545
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    406,246
                 --------------------------------------------------------------------------------  --------------
                 SOVEREIGN GOVERNMENT--1.9%
                 --------------------------------------------------------------------------------
        150,000  Hydro Quebec, 7.375%, 2/1/2003                                                           144,747
                 --------------------------------------------------------------------------------
        300,000  Malta (Republic of), 7.50%, 3/29/2009                                                    281,424
                 --------------------------------------------------------------------------------
        150,000  Ontario Hydro, 9.25%, 5/1/95                                                             153,617
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    579,788
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--1.9%
                 --------------------------------------------------------------------------------
        300,000  Duke Power Co., 7.00%, 9/1/2005                                                          283,023
                 --------------------------------------------------------------------------------
        300,000  Gulf States Utilities Co., 6.75%, 10/1/98                                                293,349
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    576,372
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENT-GRADE (IDENTIFIED COST, $2,990,869)                                   2,921,352
                 --------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    FOREIGN                                                                                            VALUE
   CURRENCY                                                                                           IN U.S.
  PAR AMOUNT                                                                                          DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 FOREIGN--7.9%
                 --------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.1%
                 --------------------------------------------------------------------------------
         50,000  State Bank of New South Wales, Deb., 12.25%, 2/26/2001                            $       41,312
                 --------------------------------------------------------------------------------  --------------
                 BELGIUM FRANC--0.3%
                 --------------------------------------------------------------------------------
      3,100,000  Belgian (Government, Foreign Government Guarantee), 10.00%,
                 4/5/96                                                                                    99,977
                 --------------------------------------------------------------------------------  --------------
                 CANADIAN DOLLAR--0.4%
                 --------------------------------------------------------------------------------
        150,000  Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                              103,776
                 --------------------------------------------------------------------------------  --------------
                 FRENCH FRANC--0.8%
                 --------------------------------------------------------------------------------
        850,000  France O.A.T., 8.50%, 11/25/2002                                                         169,717
                 --------------------------------------------------------------------------------
        400,000  France O.A.T., 9.80%, 1/30/96                                                             77,636
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    247,353
                 --------------------------------------------------------------------------------  --------------
                 DEUTSCHE MARK--1.8%
                 --------------------------------------------------------------------------------
        250,000  Bundesobligationen, 7.25%, 10/20/97                                                      162,565
                 --------------------------------------------------------------------------------
        300,000  Bundesobligation, 8.875%, 1/22/96                                                        198,164
                 --------------------------------------------------------------------------------
        300,000  KFW International Finance, Inc., 7.00%, 5/12/2000                                         55,079
                 --------------------------------------------------------------------------------
        175,000  Treuhandanstalt, 7.75%, 10/1/2002                                                        115,394
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    531,202
                 --------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.4%
                 --------------------------------------------------------------------------------
    185,000,000  Buoni Poliem Del Tes, 12.00%, 9/1/97                                                     119,294
                 --------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--2.4%
                 --------------------------------------------------------------------------------
     20,000,000  Japan--111, 4.60%, 6/22/98                                                               208,226
                 --------------------------------------------------------------------------------
     15,000,000  Japan--119, Foreign Government Guarantee, 4.80%, 6/21/99                                 157,054
                 --------------------------------------------------------------------------------
     18,000,000  Japan--133, 7.30%, 9/20/2000                                                             209,354
                 --------------------------------------------------------------------------------
     15,000,000  Japan--89, 5.10%, 6/20/96                                                                156,605
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    731,239
                 --------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.6%
                 --------------------------------------------------------------------------------
        325,000  Netherlands Government, 6.00%, 4/15/95                                            $      183,618
                 --------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM POUND--1.1%
                 --------------------------------------------------------------------------------
        200,000  UK Conversion, 9.00%, 3/3/2000                                                           315,153
                 --------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN (IDENTIFIED COST, $2,249,578)                                            2,372,924
                 --------------------------------------------------------------------------------  --------------
<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------
                 HIGH YIELD--5.0%
                 --------------------------------------------------------------------------------
                 BROADCAST RADIO & TV--0.4%
                 --------------------------------------------------------------------------------
$       125,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                  127,812
                 --------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.5%
                 --------------------------------------------------------------------------------
        150,000  Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                            150,000
                 --------------------------------------------------------------------------------  --------------
                 CABLE TV--0.4%
                 --------------------------------------------------------------------------------
        125,000  Continental Cablevision, Inc., Sr. Deb., 9.50%, 8/1/2013                                 112,344
                 --------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                             125,625
                 --------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.4%
                 --------------------------------------------------------------------------------
        125,000  Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                               113,906
                 --------------------------------------------------------------------------------  --------------
                 CONTAINER & GLASS PRODUCTS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                   127,188
                 --------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.3%
                 --------------------------------------------------------------------------------
        125,000  Grand Union Co., Sr. Note, 12.25%, 7/15/2002                                             109,063
                 --------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.4%
                 --------------------------------------------------------------------------------
        125,000  Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                             116,875
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                        116,250
                 --------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.3%
                 --------------------------------------------------------------------------------
$       125,000  American Standard, Inc., Sr. Sub. Disc. Deb., 10.50%, 6/1/2005                    $       79,375
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.4%
                 --------------------------------------------------------------------------------
        125,000  Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                            115,000
                 --------------------------------------------------------------------------------  --------------
                 STEEL--0.4%
                 --------------------------------------------------------------------------------
        125,000  Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                118,125
                 --------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.3%
                 --------------------------------------------------------------------------------
        150,000  Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                             92,626
                 --------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,343,248)                                         1,504,189
                 --------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE--0.1%
                 --------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.1%
                 --------------------------------------------------------------------------------
         30,000  General Instrument Corp., Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $40,725)                                                                41,512
                 --------------------------------------------------------------------------------  --------------
                 TREASURY--37.9%
                 --------------------------------------------------------------------------------
     11,600,000  U.S. Treasury Note, 3.875%, 10/31/95 (IDENTIFIED COST, $11,343,281)                   11,367,887
                 --------------------------------------------------------------------------------  --------------
                 MORTGAGE-BACKED SECURITIES--19.2%
                 --------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--19.2%
                 --------------------------------------------------------------------------------
        982,287  Federal Home Loan Bank, 7.00%, 4/1/2009                                                  961,718
                 --------------------------------------------------------------------------------
        509,303  Federal Home Loan Bank, 7.50%, 5/1/2024                                                  497,843
                 --------------------------------------------------------------------------------
        258,288  Federal National Mortgage Association, 7.50%, 6/1/2009                                   257,883
                 --------------------------------------------------------------------------------
      2,419,878  Federal National Mortgage Association, 8.00%, 4/1/2024                                 2,419,878
                 --------------------------------------------------------------------------------
        247,392  Government National Mortgage Association, 7.50%, 5/15/2024                               240,200
                 --------------------------------------------------------------------------------
      1,338,841  Government National Mortgage Association, 9.00%, 1/15/2023                             1,396,156
                 --------------------------------------------------------------------------------  --------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $5,751,947)                         5,773,678
                 --------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $23,719,648)                                            23,981,542
                 --------------------------------------------------------------------------------  --------------
CASH EQUIVALENT--5.0%
- -------------------------------------------------------------------------------------------------
$       250,000  U.S. Treasury Bill, 1/26/95                                                       $      244,048
                 --------------------------------------------------------------------------------
      1,265,000  **J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94
                 (Note 2B)                                                                              1,265,000
                 --------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENT (AT AMORTIZED COST)                                              1,509,048
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $30,237,902)                                  $   30,339,855+
                 --------------------------------------------------------------------------------  --------------
</TABLE>

  + The cost of investments for federal tax purposes amount to $30,237,902. The
    net unrealized appreciation on a federal tax cost basis amounts to $101,953,
    and is comprised of $232,905 appreciation and $130,952 depreciation at July
    31, 1994.

++  The overall exposure of the Fund to stocks is 14.6%, after adjustment for
    the use of futures contracts to hedge exposure to large cap stocks.

(a) Non-income producing.

  * In order to hedge exposure to large cap stocks, the Fund sold two S&P 500
    futures contracts with a market value of $461,100. This reduces the Fund's
    exposure to large cap stocks to 7.5% of the Fund.

 ** The repurchase agreement is fully collaterialized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated Funds.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts

Note: The categories of investments are shown as a percentage of net assets
      ($30,017,825) at July 31, 1994.

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

FEDERATED MANAGED INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>          <C>
ASSETS:
- --------------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost, $30,237,902)
(Notes 2A and 2B)                                                                                   $   30,339,855
- --------------------------------------------------------------------------------------------------
Cash                                                                                                         6,595
- --------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          349,298
- --------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                       293,757
- --------------------------------------------------------------------------------------------------
Deferred expenses (Note 2I)                                                                                 45,934
- --------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                       31,035,439
- --------------------------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------------------------
Payable for investments purchased                                                      $   647,038
- -------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                     293,757
- -------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                            13,293
- -------------------------------------------------------------------------------------
Payable for Futures Variation Margin (Note 2F)                                               3,900
- -------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                            728
- -------------------------------------------------------------------------------------
Accrued expenses                                                                            58,898
- -------------------------------------------------------------------------------------  -----------
     Total liabilities                                                                                   1,017,614
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 2,986,457 shares of beneficial interest outstanding                                  $   30,017,825
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------------------------
Paid-in capital                                                                                     $   29,874,395
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currencies, and futures contracts                                                                93,969
- --------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency transactions, and futures
contracts                                                                                                  (11,591)
- --------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                         61,052
- --------------------------------------------------------------------------------------------------  --------------
     Total Net Assets                                                                               $   30,017,825
- --------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
Institutional Service Shares ($26,743,166 / 2,660,694 shares of beneficial interest
outstanding)                                                                                                $10.05
- --------------------------------------------------------------------------------------------------  --------------
Select Shares ($3,274,659 / 325,763 shares of beneficial interest outstanding)                              $10.05
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED MANAGED INCOME FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                            <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $721)                                                     $   323,930
- ---------------------------------------------------------------------------------------------------
Dividends                                                                                                 24,172
- ---------------------------------------------------------------------------------------------------  -----------
     Total investment income (Note 2C)                                                                   348,102
- ---------------------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------------------
Investment advisory fee**                                                                 $  37,514
- ----------------------------------------------------------------------------------------
Administrative personnel and services**                                                       2,717
- ----------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                      32,800
- ----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                    1,695
- ----------------------------------------------------------------------------------------
Legal fees                                                                                    1,750
- ----------------------------------------------------------------------------------------
Fund share registration costs                                                                 2,578
- ----------------------------------------------------------------------------------------
Printing and postage                                                                          3,000
- ----------------------------------------------------------------------------------------
Insurance premiums                                                                            1,286
- ----------------------------------------------------------------------------------------
Taxes                                                                                            30
- ----------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                     1,312
- ----------------------------------------------------------------------------------------
Distribution services fee**                                                                   3,936
- ----------------------------------------------------------------------------------------
Miscellaneous                                                                                   575
- ----------------------------------------------------------------------------------------  ---------
     Total expenses                                                                          89,193
- ----------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                            $  37,514
- -----------------------------------------------------------------------------
Waiver of distribution services fee**                                              1,312
- -----------------------------------------------------------------------------
Reimbursement of other operating expenses**                                       22,500     61,326
- -----------------------------------------------------------------------------  ---------  ---------
     Net expenses                                                                                         27,867
- ---------------------------------------------------------------------------------------------------  -----------
          Net investment income                                                                          320,235
- ---------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND FUTURES CONTRACTS:
- ---------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures
contracts (identified cost basis)                                                                        (11,591)
- ---------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures contracts                                         93,969
- ---------------------------------------------------------------------------------------------------  -----------
     Net realized and unrealized gain (loss) on investments, foreign currency, and
     futures contracts                                                                                    82,378
- ---------------------------------------------------------------------------------------------------  -----------
          Change in net assets resulting from operations                                             $   402,613
- ---------------------------------------------------------------------------------------------------  -----------
</TABLE>

 * For the period from January 18, 1994 (start of business) to July 31, 1994.

** (See Note 4)

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


FEDERATED MANAGED INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
                                                                                                    (UNAUDITED)
<S>                                                                                               <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------------------------------------
Net investment income                                                                              $      320,235
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($11,591 net loss, as computed for federal tax purposes) (Note 2E)                                        (11,591)
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                     93,969
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from operations                                                       402,613
- ------------------------------------------------------------------------------------------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)--
- ------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ------------------------------------------------------------------------------------------------
     Institutional Service Shares                                                                        (235,828)
- ------------------------------------------------------------------------------------------------
     Select Shares                                                                                        (23,355)
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets resulting from distributions to shareholders                              (259,183)
- ------------------------------------------------------------------------------------------------  ----------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           30,294,607
- ------------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                          56,002
- ------------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                  (576,214)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets from Fund share transactions                                                 29,774,395
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets                                                                         29,917,825
- ------------------------------------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------------------------------------
Beginning of period                                                                                       100,000
- ------------------------------------------------------------------------------------------------  ----------------
End of period (including undistributed net investment income of $61,052)                           $   30,017,825
- ------------------------------------------------------------------------------------------------  ----------------
</TABLE>

* For the period from January 18, 1994 (start of business) to July 31, 1994.

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

FEDERATED MANAGED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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

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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investments.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash or U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the financial futures contract is
     determined and any difference between such value and the original futures
     contract value is reflected in the "daily variation margin" account. Daily
     variation margin adjustments, arising from this "marking to market"
     process, are recorded by the Fund as unrealized gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering
     into futures contracts include the possibility that a change in the value
     of the contract may not correlate with changes in the value of the
     underlying securities. For the period ended the Fund had a realized gain of
     $51,747 on futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<S>                  <C>                            <C>          <C>
                               CONTRACTS                            UNREALIZED
    EXPIRATION                TO DELIVER/                          APPRECIATION
       DATE                     RECEIVE              POSITION     (DEPRECIATION)
  September 1994        2 S&P 500 Index Futures        Short         ($10,867)
</TABLE>

G.   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.

H.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability to
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.

I.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                                         PERIOD ENDED JULY 31,
                                                                                                 1994*
INSTITUTIONAL SERVICE SHARES                                                            SHARES         DOLLARS
<S>                                                                                  <C>            <C>
- -----------------------------------------------------------------------------------  -------------  --------------
Shares sold                                                                              2,709,675  $   27,107,097
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               5,448          54,615
- -----------------------------------------------------------------------------------
Shares redeemed                                                                            (54,429)       (545,067)
- -----------------------------------------------------------------------------------  -------------  --------------
     Net change resulting from Institutional Service Shares transactions                 2,660,694  $   26,616,645
- -----------------------------------------------------------------------------------  -------------  --------------
<CAPTION>

                                                                                         PERIOD ENDED JULY 31,
                                                                                                 1994*
SELECT SHARES                                                                           SHARES         DOLLARS
<S>                                                                                  <C>            <C>
- -----------------------------------------------------------------------------------  -------------  --------------
Shares sold                                                                                328,736  $    3,287,510
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                                 138           1,387
- -----------------------------------------------------------------------------------
Shares redeemed                                                                             (3,111)        (31,147)
- -----------------------------------------------------------------------------------  -------------  --------------
     Net change resulting from Select Shares transactions                                  325,763       3,257,750
- -----------------------------------------------------------------------------------  -------------  --------------
       Total net change resulting from Fund share transactions                           2,986,457  $   29,874,395
- -----------------------------------------------------------------------------------  -------------  --------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, 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 its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate this voluntary waiver and reimbursement at
any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of the average net
assets of the Fund for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $34,447 and $39,068, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,288 and $2,388, respectively, pursuant to this agreement.

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term obligations, for the
period ended
July 31, 1994 were as follows:

<TABLE>
<S>                                                                                                 <C>
PURCHASES                                                                                           $   38,645,418
- --------------------------------------------------------------------------------------------------  --------------
SALES                                                                                               $    9,742,479
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

 N.  Please delete the section entitled "Report of Independent Public
     Accountants" on page 25. In addition, please delete the heading "Report of
     Independent Public Accountants" from the Table of Contents page.

                                                              September 30, 1994


[LOGO] MANAGED SERIES TRUST


FEDERATED MANAGED INCOME FUND
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
   Absent the anticipated voluntary waiver, the Total Institutional Service
   Shares Operating Expenses are estimated to be 1.27%.
   For more information on Institutional Service Shares expenses, see
   "Summary of Fund Expenses" on page 1 of the Prospectus.
   
2. With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be
expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3. The following sentence should be added after the "Asset Category" Table
on page 3 of the                                Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the section entitled "Options."
   
4. RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on pages 6 and 7 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 8 of the Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   pages 8 and 9 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks", a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
G00253-01-SS (5/94)


Federated Managed Income Fund
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Prospectus


The Institutional Service Shares of Federated Managed Income Fund (the "Fund")
offered by this prospectus represent interests in the Fund, which is a
diversified investment portfolio of Managed Series Trust (the "Trust"). The
Trust is an open-end management investment company (a mutual fund).


The investment objective of the Fund is to seek current income. The Fund invests
in both bonds and stocks. Institutional Service Shares are sold at net asset
value.

The Institutional Service 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 Institutional Service Shares
involves investment risks, including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Institutional Service Shares and Select Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Bond Asset Categories                                                      3
      U.S. Treasury Securities                                                 3
      Mortgage-Backed Securities                                               4
      Investment-Grade Corporate Bonds                                         4
      High Yield Corporate Bonds                                               4
      Foreign Bonds                                                            4
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Utility Stocks                                                           5
      Small Company Stocks                                                     5
      Foreign Stocks                                                           5
    Cash Reserves Category                                                     5
    Acceptable Investments                                                     5
      U.S. Treasury and Other U.S.
         Government Securities                                                 5
      Mortgage-Backed Securities                                               5
         Collateralized Mortgage Obligations
           ("CMOs")                                                            6
         Real Estate Mortgage Investment
           Conduits ("REMICS")                                                 6
         Characteristics of Mortgage-Backed
           Securities                                                          6
      Corporate Bonds                                                          7

         Investment Risks                                                      8

      Equity Securities                                                        8
      Foreign Securities                                                       8

         Investment Risks                                                      8

      Cash Reserves                                                            9
         Repurchase Agreements                                                 9
    Investing in Securities of Other
      Investment Companies                                                     9
    Restricted and Illiquid Securities                                         9
    When-Issued and Delayed Delivery
      Transactions                                                             9
    Lending of Portfolio Securities                                            9
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency Exchange
      Contracts                                                               10
    Options                                                                   11
    Futures and Options on Futures                                            11
      Risks                                                                   12

    Portfolio Turnover                                                        12

  Investment Limitations                                                      12

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Institutional Service Shares                                15
  Administration of the Fund                                                  15
    Administrative Services                                                   15
    Shareholder Services Plan                                                 15
    Custodian                                                                 15
    Transfer Agent and Dividend
      Disbursing Agent                                                        16
    Legal Counsel                                                             16
    Independent Public Accountants                                            16
  Brokerage Transactions                                                      16
  Expenses of the Fund and Institutional
    Service Shares                                                            16

Net Asset Value                                                               17
- ------------------------------------------------------

Investing in Institutional Service Shares                                     17
- ------------------------------------------------------

  Share Purchases                                                             17
    Through a Financial Institution                                           17
    By Wire                                                                   17
    By Mail                                                                   17
  Minimum Investment Required                                                 18
  What Shares Cost                                                            18
  Subaccounting Services                                                      18
  Systematic Investment Program                                               18
  Certificates and Confirmations                                              18
  Dividends                                                                   19
  Capital Gains                                                               19

Redeeming Institutional Service Shares                                        19
- ------------------------------------------------------

  Through a Financial Institution                                             19
  Telephone Redemption                                                        19
  Written Requests                                                            20
    Signatures                                                                20
    Receiving Payment                                                         20
  Systematic Withdrawal Program                                               20
  Accounts with Low Balances                                                  21

Shareholder Information                                                       21
- ------------------------------------------------------

  Voting Rights                                                               21
  Massachusetts Partnership Law                                               21

Tax Information                                                               21
- ------------------------------------------------------

  Federal Income Tax                                                          21
  Pennsylvania Corporate and
    Personal Property Taxes                                                   22

Performance Information                                                       22
- ------------------------------------------------------

Other Classes of Shares                                                       22
- ------------------------------------------------------

Statement of Assets and Liabilities                                           24
- ------------------------------------------------------

Report of Independent Public Accountants                                      25
- ------------------------------------------------------

Appendix                                                                      26
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                               <C>         <C>
                                                 Institutional Service Shares
                                               Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)........                  None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)....................................................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable)............................                  None
Exchange Fee..................................................................................                  None
                                    Annual Institutional Service Shares Operating Expenses*
                                       (As a percentage of projected average net assets)
Management Fee (after waiver) (1).............................................................                  0.23%
12b-1 Fee.....................................................................................                  None
Total Other Expenses..........................................................................                  0.52%
    Shareholder Servicing Fee (2).............................................................       0.00%
         Total Institutional Service Shares Operating Expenses (3)............................                  0.75%
</TABLE>

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


(2) The Institutional Service Shares have no present intention of paying or
    accruing the shareholder servicing fee. If Institutional Service Shares were
    paying or accruing the shareholder servicing fee, the Institutional Service
    Shares would be able to pay up to 0.25% of their average daily net assets
    for the shareholder servicing fee.


(3) The Total Institutional Service Shares Operating Expenses are estimated to
    be 1.27% absent the anticipated voluntary waiver of a portion of the
    management fee.

* Total Institutional Service Shares Operating Expenses are based on average
  expenses expected to be incurred during the period ending January 31, 1995.
  During the course of this period, expenses may be more or less than the
  average amount shown.

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

<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..................................................     $8         $24
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class of
shares called Select Shares. Institutional Service Shares and Select Shares are
subject to certain of the same expenses; however, Select Shares are subject to a
12b-1 fee of up to 0.75%. See "Other Classes of Shares."

General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Institutional Service Shares and Select Shares. This prospectus relates only
to Institutional Service Shares.

Institutional Service Shares ("Shares") of the Fund are designed to give
institutions, individuals, and financial institutions acting in a fiduciary or
agency capacity a convenient means of accumulating an interest in a
professionally managed, diversified investment portfolio. A minimum initial
investment of $25,000 over a 90-day period is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek current income. There can be, of
course, no assurance that the Fund will achieve its investment objective. The
Fund's investment objective cannot be changed without the approval of
shareholders. Unless otherwise noted, the Fund's investment policies may be
changed by the Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: bonds
and stocks. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.

The Fund will invest between 70 and 90 percent of its assets in bonds. The bond
asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.

The Fund will invest between 10 and 30 percent of its assets in stocks. The
Fund's ability to invest a portion of its assets in stocks offers the
opportunity for higher return than other income-oriented funds.


The stock asset categories are large company stocks, utility stocks, small
company stocks, and foreign stocks.


The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
<S>                                       <C>
             Asset Category                   Range
Bonds                                        70-90%
U.S. Treasury Securities                      0-90%
Mortgage-Backed Securities                    0-45%
Investment-Grade Corporate Bonds              0-45%
High Yield Corporate Bonds                     0-9%
Foreign Bonds                                  0-9%

Stocks                                       10-30%
Large Company Stocks                          0-30%
Utility Stocks                                0-15%
Small Company Stocks                           0-3%
Foreign Stocks                                 0-3%

Cash Reserves                                 0-12%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, U.S.
Treasury securities are judged to be unusually attractive relative to other
asset categories, the allocation for U.S. Treasury securities may be moved to
its upper limit. At other times when U.S. Treasury securities appear to be
overvalued, the commitment may be moved down to a lesser allocation. There is no
assurance, however, that the adviser's attempts to pursue this strategy will
result in a benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. The average duration of the Fund's Bond Assets will
be not less than two nor more than four years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower expected
market volatility, and a lower average duration during periods of higher
expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 90 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 45 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 45 percent of its total
     assets in investment-grade corporate bonds. In certain cases the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to nine percent of its total assets in high yield corporate bonds. There
     is no minimal acceptable rating for a security to be purchased or held in
     the Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to nine percent of its total assets in foreign bonds.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 30 percent of its total assets in large
     company stocks.

     Utility Stocks.  Utility stocks are common stocks and securities
     convertible into or exchangeable for common stocks, such as rights and
     warrants, of utility companies. The Fund may invest up to 15 percent of its
     total assets in utility stocks. Common stocks of utilities are generally
     characterized by higher dividend yields and lower growth rates than common
     stocks of industrial companies. Under normal market conditions, the higher
     income stream from utility stocks tends to make them less volatile than
     stocks of industrial companies.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price a number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small capitalization
     stocks. The Fund may invest up to three percent of its total assets in
     small company stocks.

     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to three percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is available, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 12 percent of
its total assets in cash reserves.

Acceptable Investments

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgaged-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

         Because the cash flow is distributed sequentially instead of pro rata
         as with pass-through securities, the cash flows and average lives of
         CMOs are more predictable, and there is a period of time during which
         the investors in the longer-maturity classes receive no principal
         paydowns. The interest portion of these payments is distributed by the
         Fund as income and the capital portion is reinvested.

         The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To qualify as a
         REMIC, substantially all of the assets of the entity must be in assets
         directly or indirectly secured principally by real property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions to holders of mortgage-backed
         securities include both interest and principal payments.

         Principal payments represent the amortization of the principal of the
         underlying mortgages and any prepayments of principal due to
         prepayment, refinancing, or foreclosure of the underlying mortgages.
         Although maturities of the underlying mortgage loans may range up to 30
         years, amortization and prepayments substantially shorten the effective
         maturities of mortgage-backed securities. Due to these features,
         mortgage-backed securities are less effective as a means of "locking
         in" attractive long-term interest rates than fixed-income securities
         which pay only a stated amount of interest until maturity, when the
         entire principal amount is returned. This is caused by the need to
         reinvest at lower interest rates both distributions of principal
         generally and significant prepayments which become more likely as
         mortgage interest rates decline. Since comparatively high interest
         rates cannot be effectively "locked in," mortgage-backed securities may
         have less potential for capital appreciation during periods of
         declining interest rates than other non-callable, fixed-income
         government securities of comparable stated maturities. However,
         mortgage-backed securities may experience less pronounced declines in
         value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments on the
         underlying mortgages. Therefore, interest-only SMBSs generally increase
         in value as interest rates rise and decrease in value as interest rates
         fall, counter to changes in value experienced by most fixed-income
         securities. The Fund's adviser intends to use this characteristic of
         interest-only SMBSs to reduce the effects of interest rate changes on
         the value of the Fund's portfolio, while continuing to pursue the
         Fund's investment objective.

     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:


      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's
     rating is reduced below the required minimum after the Fund has purchased
     it, the Fund is not required to sell the security, but may consider doing
     so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks. _Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Utility stocks are common stocks of utility companies, including water
     companies, companies that produce, transmit, or distribute gas and electric
     energy and those companies that provide communications facilities, such as
     telephone and telegraph companies. Foreign stocks are equity securities of
     foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's (Aaa, Aa, A or Baa) or
     by Standard & Poor's (AAA, AA, A or BBB) or are unrated if determined to be
     of equivalent quality by the Fund's adviser.

  Investment Risks.  Investments in foreign securities involve special risks
     that differ from those associated with investments in domestic securities.
     The risks associated with investments in foreign securities apply to
     securities issued by foreign corporations and sovereign governments.
     These risks relate to political and economic developments abroad, as well
     as those that result from the differences between the regulation of
     domestic securities and issuers and foreign securities and issuers. These
     risks may include, but are not limited to, expropriation, confiscatory
     taxation, currency fluctuations, withholding taxes on interest,
     limitations on the use or transfer of Fund assets, political or social
     instability and adverse diplomatic developments. It may also be more
     difficult to enforce contractual obligations or obtain court judgments
     abroad than would be the case in the United States because of differences
     in the legal systems. If the issuer of the debt or the governmental
     authorities that control the repayment of the debt may be unable or
     unwilling to repay principal or interest when due in accordance with the
     terms of such debt, the Fund may have limited legal recourse in the event
     of default. Moreover, individual foreign economies may differ favorably
     or unfavorably from the domestic economy in such respects as growth of
     gross national product, the rate of inflation, capital reinvestment,
     resource self-sufficiency and balance of payments position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks.  To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures
contracts as a hedge to attempt to protect its portfolio securities against
decreases in value. When the Fund writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but not
obligated) to sell a futures contract at the fixed price during the life of the
option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed
5 percent of the market value of the Fund's total assets. When the Fund
purchases futures contracts, an amount of cash and cash equivalents, equal to
the underlying commodity value of the futures contracts (less any related
margin deposits), will be deposited in a segregated account with the custodian
(or the broker, if legally permitted) to collateralize the position and
thereby insure that the use of such futures contracts are unleveraged. When
the Fund sells futures contracts, it will either own or have
the right to receive the underlying future or security or will make deposits to
collateralize the position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exeeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in connection with the sale
      of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to .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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since
     the Fund's inception. In allocating the Fund's assets, Mr. Ritter
     evaluates the market environment and economic outlook, utilizing the
     services of the investment adviser's economist and strategist. Mr. Ritter
     joined Federated Investors in 1983 and has been a Vice President of the
     Fund's investment adviser since 1992. From 1988 until 1991, Mr. Ritter
     acted as an Assistant Vice President. Mr. Ritter is a Chartered Financial
     Analyst and received his M.B.A. in Finance from the University of Chicago
     and his M.S. in Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the Fund's
     investment adviser since 1991. Mr. Balestrino served as an investment
     analyst of the investment adviser 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.A. in Urban
     and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in 1989 as an
     Assistant Vice President of the Fund's investment adviser. Mr. Bauer was an
     Assistant Vice President of the International Banking Division at
     Pittsburgh National Bank from 1982 until 1989. Mr. Bauer is a Chartered
     Financial Analyst and received his M.B.A. in Finance from Pennsylvania
     State University.

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.

     Christopher H. Wiles is the portfolio manager for the utility stocks asset
     category, and has been one of the Fund's portfolio managers since its
     inception. Mr. Wiles joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since 1992. Mr. Wiles served as
     Assistant Vice President of the Fund's investment adviser from 1990 until
     1992. Mr. Wiles was a portfolio manager at Mellon Bank from 1986 until
     1990. Mr. Wiles is a Chartered Financial Analyst and received his M.B.A. in
     Finance from Cleveland State University.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this category since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.


Distribution of Institutional Service Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.

Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions would
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution would receive payments from the Fund
at a rate not exceeding .25 of 1% of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services would include, but not be limited to, the provision of
personal service and maintenance of shareholder accounts.

In addition to receiving the payments under the Services Plan, financial
institutions could be compensated by the distributor, who could be reimbursed by
the adviser, or affiliates thereof, for providing administrative support
services to holders of Shares. These payments would be made directly by the
distributor, and will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Institutional Service Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, no expenses are allocated to the Shares as a class. However, the
Trustees reserves the right to allocate certain other expenses to holders of
Shares as it deems 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 Shares; fees under the Fund's
Shareholder Services Plan, if any; 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 registration fees paid to state securities
commissions; expenses related to administrative personnel and services as
required to support holders of Shares; legal fees relating solely to Shares; and
Trustees' fees incurred as a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Institutional Service Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents must purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Income Fund--Institutional
Service Shares; Fund Number (this number can be found on the account statement
or by contacting the Fund); Group Number or Wire Order Number; Nominee or
Institution Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Income Fund--Institutional Service Shares to Federated Services Company,
c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts
02266-8602. Orders by mail are considered received
after payment by check is converted by State Street Bank into federal funds.
This is normally the next business day after State Street Bank receives the
check.



Minimum Investment Required

The minimum initial investment in Shares is $25,000. However, an account may be
opened with a smaller amount as long as the $25,000 minimum is reached within 90
days. An institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

Detailed confirmations of each purchase or redemption are sent to each
shareholder. Quarterly confirmations are sent to report dividends paid during
that quarter.

Dividends


Dividends are declared and paid monthly to all shareholders invested in the Fund
on the record date. Unless shareholders request cash payments by writing the
Fund, dividends are automatically reinvested in additional Shares of the Fund on
payment dates at the ex-dividend date net asset value without a sales charge.


Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Institutional Service Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern Time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 $25,000. A shareholder may apply for participation in this
program through Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000. This
requirement does not apply, however, if the balance falls below $25,000 because
of changes in the Fund's net asset value. Before Shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Institutional Service
Shares and Select Shares. Because Select Shares are subject to 12b-1 fees, the
total return and yield for Institutional Service Shares, for the same period,
will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Institutional
Service Shares using certain financial publications and/or compare the
performance of Institutional Service Shares to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Select Shares are sold primarily to retail and private banking customers of
financial institutions. Select Shares are sold at net asset value. Investments
in Select Shares are subject to a minimum initial investment of $1,500.

Select Shares are distributed pursuant to a 12b-1 Plan adopted by the Trust
whereby the distributor is paid a fee of .75 of 1% of the Select Shares' average
daily net assets. Select Shares are also subject to a Shareholder Services Plan
fee of .25 of 1%.

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

The amount of dividends payable to Institutional Service Shares will exceed that
of Select Shares by the difference between Class Expenses and distribution
expenses borne by shares of each respective class.

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

Federated Managed Income Fund
(A Portfolio of Managed Series Trust)
Statement of Assets and Liabilities
January 18, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                    <C>
Assets:
- -----------------------------------------------------------------------------------------------------
Cash                                                                                                   $   100,000
- -----------------------------------------------------------------------------------------------------  -----------
Liabilities:                                                                                                    --
- -----------------------------------------------------------------------------------------------------  -----------
Net Assets for 10,000 shares of capital stock outstanding                                              $   100,000
- -----------------------------------------------------------------------------------------------------  -----------
Net Asset Value, Offering Price, and Redemption Price Per Share
($100,000/10,000 shares of capital stock outstanding)                                                  $     10.00
- -----------------------------------------------------------------------------------------------------  -----------
</TABLE>

Notes:

(1)  Managed Series Trust (the "Trust") was established as a Massachusetts
     business trust under a Declaration of Trust dated November 15, 1993, and
     has had no operations since that date other than those relating to
     organizational matters, including the issuance on January 18, 1994 of
     10,000 shares of the Federated Managed Income Fund at $10.00 per share to
     Federated Management, the investment adviser to the Fund. Expenses of
     organization incurred by the Trust, estimated at $33,100, were borne
     initially by Federated Administrative Services, Inc., the Administrator to
     the Fund. The Trust has agreed to reimburse the Administrator for
     organizational expenses initially borne by the Administrator during the
     five-year period following the date the Trust's registration first became
     effective.

(2)  Reference is made to "Management of the Trust," "Administration of the
     Fund," and "Tax Information" in this prospectus for a description of the
     investment advisory fee, administrative and other services and federal tax
     aspects of the Fund.

Report of Independent Public Accountants
- --------------------------------------------------------------------------------

To the Board of Trustees and Shareholder of
FEDERATED MANAGED INCOME FUND (A Portfolio of Managed Series Trust):

We have audited the accompanying statement of assets and liabilities of the
Federated Managed Income Fund (a portfolio of Managed Series Trust, a
Massachusetts business trust) as of January 18, 1994. This financial statement
is the responsibility of the Trust's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

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

In our opinion, the aforementioned financial statement presents fairly, in all
material respects, the financial position of the Federated Managed Income Fund
(a portfolio of Managed Series Trust) as of January 18, 1994, in conformity with
generally accepted accounting principles.

                                                           ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
January 21, 1994

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 rated 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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Income Fund
                    Institutional Service Shares                           Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
Federated Managed
Income Fund
Institutional Service Shares
Prospectus

A Diversified Portfolio of
Managed Series Trust, an Open-End
Management Investment Company


Prospectus dated March 11, 1994

3122013A-ISS (3/94)


               FEDERATED
            MANAGED INCOME
                 FUND

      [LOGO] MANAGED SERIES TRUST

             ------------
             SELECT SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

     Federated Managed Income Fund
              is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K206
       G00523-01 (9/94)


FEDERATED MANAGED INCOME FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
SELECT SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Income Fund--Select Shares after page 1, following the section
     entitled "Summary of Fund Expenses" and before the section entitled
     "General Information." In addition, please add the heading "Financial
     Highlights--Select Shares" to the Table of Contents page, after the
     heading "Summary of Fund Expenses."

FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


</TABLE>
<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.10
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency,
  and futures contracts                                                                                    0.03
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.13
- -------------------------------------------------------------------------------------------------       -------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.08)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.05
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             1.31%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.23%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    5.75%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.45%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $   3,275
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    97%
- -------------------------------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 4:

"Yankee bonds, which are U.S. dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 C.  The following should be added as a sub-section under the section entitled
     "High Yield Corporate Bonds" on page 4. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 D.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds," which begins on page 7. In addition,
     please delete the heading "Investment Risks" which appears immediately
     following the heading "Corporate Bonds" on the Table of Contents page.

 E.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 F.  Please delete the first sentence of the tenth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."


 G.  Please add the following as the last paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 H.  Please delete the first five paragraphs of the section entitled
     "Distribution Plan," which begins on page 15 and replace them with the
     following. In addition, please delete the heading "Distribution Plan" from
     the Table of Contents page and replace it with the heading "Distribution
     and Shareholder Services Plans."

"DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. 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 the Select 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 Trust has adopted a Shareholder Services Plan (the 'Services
Plan') under which the Fund may make payments up to 0.25 of 1% of the average
daily net asset value of the Select Shares to obtain certain personal services
for shareholders and the maintenance of shareholder accounts ('shareholder
services'). The Trust has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Trust and Federated Shareholder
Services."

 I.   Please insert the following section entitled "Other Payments to Financial
      Institutions" after the new section entitled "Distribution and
      Shareholder Services Plans," which begins on page 15. In addition, please
      add the heading "Other Payments to Financial Institutions" to the Table
      of Contents page after the heading "Distribution and Shareholder Services
      Plans."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Distribution and Services Plans, financial institutions may be
compensated by the distributor, who may be reimbursed by the adviser, or
affiliates thereof, for providing administrative support services to holders of
Shares. These payments will be made directly by the distributor and will not be
made from the assets of the Fund."

 J.   Please delete the section entitled "Administrative Services" on page 16
      and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 K.  Please delete the section entitled "Shareholder Services Plan" on page 16.
     In addition, please delete the heading "Shareholder Services Plan" from
     the Table of Contents page.

 L.  Please insert the following as the last sentence of the first paragraph in
     the section entitled "Voting Rights" on page 22:

"As of September 6, 1994, IU & Co. of Columbus, Indiana, acting in various
capacities for numerous accounts, was the owner of record of 103,361 Select
Shares (30.25%) and J. Jones & Company of Atmore, Alabama, acting in various
capacities for numerous accounts, was the owner of record of 102,973 Select
Shares (30.14%) of Federated Managed Income 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."


 M.  Please insert the following "Financial Highlights" table for Federated
     Managed Income Fund--Institutional Service Shares after page 23, following
     the section entitled "Other Classes of Shares." In addition, please add
     the heading "Financial Highlights--Institutional Service Shares" to the
     Table of Contents page after the heading "Other Classes of Shares."

FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                               <C>
- ------------------------------------------------------------------------------------------------  -----------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.11
- ------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and
  futures contracts                                                                                        0.04
- ------------------------------------------------------------------------------------------------       --------
  Total from investment operations                                                                         0.15
- ------------------------------------------------------------------------------------------------       --------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.10)
- ------------------------------------------------------------------------------------------------       --------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.05
- ------------------------------------------------------------------------------------------------       --------
TOTAL RETURN**                                                                                             1.45%
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.48%(a)
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    6.50%(a)
- ------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.20%(a)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                               $26,743
- ------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    97%
- ------------------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial
    public investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 N. Please delete the section entitled "Statement of Assets and Liabilities" on
    page 24 and replace it with the following Financial Statements after the
    section entitled "Financial Highlights-- Institutional Service Shares" and
    before the section entitled "Report of Independent Public Accountants." In
    addition, please add the heading "Financial Statements" to the Table of
    Contents page, after the heading "Financial Highlights--Institutional
    Service Shares" and delete the heading "Statement of Assets and
    Liabilities" from the Table of Contents.

FEDERATED MANAGED INCOME FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                      IN U.S.
    SHARES                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
STOCKS--16.1%++
- -------------------------------------------------------------------------------------------------
                 LARGE COMPANY--9.0%*
                 --------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.8%
                 --------------------------------------------------------------------------------
          1,100  (a)FMC Corp.                                                                      $       64,625
                 --------------------------------------------------------------------------------
          1,100  Lubrizol Corp.                                                                            37,262
                 --------------------------------------------------------------------------------
          1,500  Phelps Dodge Corp.                                                                        92,625
                 --------------------------------------------------------------------------------
          2,400  Praxair, Inc.                                                                             54,000
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    248,512
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--0.4%
                 --------------------------------------------------------------------------------
          1,800  Ford Motor Co.                                                                            57,150
                 --------------------------------------------------------------------------------
            900  General Motors Corp.                                                                      46,237
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    103,387
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--1.1%
                 --------------------------------------------------------------------------------
            700  Avon Products, Inc.                                                                       39,638
                 --------------------------------------------------------------------------------
          1,200  Eastman Kodak Co.                                                                         58,050
                 --------------------------------------------------------------------------------
          3,000  Mattel, Inc.                                                                              82,875
                 --------------------------------------------------------------------------------
          1,200  Philip Morris Cos., Inc.                                                                  66,000
                 --------------------------------------------------------------------------------
          1,500  Reebok International, Ltd.                                                                53,250
                 --------------------------------------------------------------------------------
          5,400  (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                     $       36,450
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    336,263
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--0.6%
                 --------------------------------------------------------------------------------
          2,100  American Stores Co.                                                                       54,337
                 --------------------------------------------------------------------------------
          1,600  Sears, Roebuck & Co.                                                                      75,600
                 --------------------------------------------------------------------------------
          2,500  (a)Tele-Communications, Inc., Class A                                                     58,281
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    188,218
                 --------------------------------------------------------------------------------  --------------
                 ENERGY--1.2%
                 --------------------------------------------------------------------------------
          2,000  Baker Hughes, Inc.                                                                        42,250
                 --------------------------------------------------------------------------------
          1,600  Chevron Corp.                                                                             71,000
                 --------------------------------------------------------------------------------
            800  Mapco, Inc.                                                                               48,500
                 --------------------------------------------------------------------------------
            400  Noram Energy Corp.                                                                         2,400
                 --------------------------------------------------------------------------------
          1,500  Peoples Energy Corp.                                                                      38,438
                 --------------------------------------------------------------------------------
          1,100  Texaco, Inc.                                                                              69,850
                 --------------------------------------------------------------------------------
          2,600  USX Marathon Group                                                                        45,175
                 --------------------------------------------------------------------------------
            700  (a)Western Atlas, Inc.                                                                    34,038
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    351,651
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--1.5%
                 --------------------------------------------------------------------------------
            900  AMLI Residential Properties                                                               19,350
                 --------------------------------------------------------------------------------
            800  Bankers Trust of New York Corp.                                                           53,600
                 --------------------------------------------------------------------------------
          1,400  Citicorp                                                                                  57,750
                 --------------------------------------------------------------------------------
          1,000  Dean Witter, Discover & Co.                                                               40,125
                 --------------------------------------------------------------------------------
            600  Dreyfus Corp.                                                                             29,700
                 --------------------------------------------------------------------------------
            600  Federal National Mortgage Association                                                     52,050
                 --------------------------------------------------------------------------------
            500  Mellon Bank Corp.                                                                         28,625
                 --------------------------------------------------------------------------------
          1,800  PNC Financial Corp.                                                               $       51,750
                 --------------------------------------------------------------------------------
          1,000  Transamerica Corp.                                                                        50,750
                 --------------------------------------------------------------------------------
          2,000  Travelers, Inc.                                                                           66,250
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    449,950
                 --------------------------------------------------------------------------------  --------------
                 HEALTHCARE--0.7%
                 --------------------------------------------------------------------------------
          1,100  American Home Products Corp.                                                              63,113
                 --------------------------------------------------------------------------------
          1,000  Becton, Dickinson & Co.                                                                   42,125
                 --------------------------------------------------------------------------------
          1,000  Bristol-Myers Squibb Co.                                                                  52,625
                 --------------------------------------------------------------------------------
          1,300  U.S. Healthcare, Inc.                                                                     49,237
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    207,100
                 --------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--0.8%
                 --------------------------------------------------------------------------------
            400  Deere & Co.                                                                               28,050
                 --------------------------------------------------------------------------------
            900  General Electric Co.                                                                      45,337
                 --------------------------------------------------------------------------------
            900  (a)Litton Industries, Inc.                                                                33,412
                 --------------------------------------------------------------------------------
            500  Loews Corp.                                                                               44,125
                 --------------------------------------------------------------------------------
          1,400  Textron, Inc.                                                                             74,550
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    225,474
                 --------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--1.1%
                 --------------------------------------------------------------------------------
          2,100  General Motors Corp., Class E                                                             74,025
                 --------------------------------------------------------------------------------
            800  Hewlett-Packard Co.                                                                       62,100
                 --------------------------------------------------------------------------------
          1,500  Martin-Marietta Corp.                                                                     68,062
                 --------------------------------------------------------------------------------
          1,100  Raytheon Co.                                                                              72,188
                 --------------------------------------------------------------------------------
          1,700  Rockwell International Corp.                                                              60,987
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    337,362
                 --------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.1%
                 --------------------------------------------------------------------------------
          1,800  Ryder Systems, Inc.                                                               $       47,025
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--0.7%
                 --------------------------------------------------------------------------------
          1,200  AT&T Corp.                                                                                65,550
                 --------------------------------------------------------------------------------
            400  British Telecommunications, ADR                                                           23,650
                 --------------------------------------------------------------------------------
            800  Enron Corp.                                                                               25,900
                 --------------------------------------------------------------------------------
          1,900  MCI Communications Corp.                                                                  43,225
                 --------------------------------------------------------------------------------
            500  Telefonos De Mexico, SA, ADR                                                              30,375
                 --------------------------------------------------------------------------------
          2,600  Westinghouse Electric Corp., Conv. Pfd., Series C                                         34,447
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    223,147
                 --------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $2,933,645)                                      2,718,089
                 --------------------------------------------------------------------------------  --------------
                 UTILITY--7.1%
                 --------------------------------------------------------------------------------
                 UTILITIES--7.1%
                 --------------------------------------------------------------------------------
          3,500  Ameritech Corp.                                                                          143,500
                 --------------------------------------------------------------------------------
          1,700  Baltimore Gas & Electric Co.                                                              38,888
                 --------------------------------------------------------------------------------
          2,500  Bell Atlantic Corp.                                                                      141,562
                 --------------------------------------------------------------------------------
          2,300  BellSouth Corp.                                                                          143,750
                 --------------------------------------------------------------------------------
          1,700  CMS Energy Corp.                                                                          38,463
                 --------------------------------------------------------------------------------
          1,700  Cincinnati Gas & Electric Co.                                                             38,037
                 --------------------------------------------------------------------------------
          1,300  Consolidated Edison Co. of New York                                                       37,375
                 --------------------------------------------------------------------------------
          1,800  DPL, Inc.                                                                                 36,675
                 --------------------------------------------------------------------------------
          1,200  DQE                                                                                       36,150
                 --------------------------------------------------------------------------------
          1,800  Duke Power Co.                                                                            68,850
                 --------------------------------------------------------------------------------
          1,500  Entergy Corp.                                                                             38,250
                 --------------------------------------------------------------------------------
          1,400  Florida Progress Corp.                                                                    39,200
                 --------------------------------------------------------------------------------
          1,200  FPL Group, Inc.                                                                           37,950
                 --------------------------------------------------------------------------------
          1,400  General Public Utilities Corp.                                                    $       36,050
                 --------------------------------------------------------------------------------
          4,600  GTE Corp.                                                                                146,050
                 --------------------------------------------------------------------------------
          1,000  MCN Corp.                                                                                 39,875
                 --------------------------------------------------------------------------------
          1,300  Nipsco Industries, Inc.                                                                   38,025
                 --------------------------------------------------------------------------------
          1,600  Northeast Utilities Co.                                                                   37,400
                 --------------------------------------------------------------------------------
          3,800  Nynex Corp.                                                                              146,300
                 --------------------------------------------------------------------------------
          1,900  Pacific Enterprises                                                                       38,950
                 --------------------------------------------------------------------------------
          2,200  Pacificorp                                                                                39,050
                 --------------------------------------------------------------------------------
          1,400  Peco Energy Co.                                                                           36,575
                 --------------------------------------------------------------------------------
          2,200  Pinnacle West Capital Corp.                                                               38,775
                 --------------------------------------------------------------------------------
          1,700  PSI Resources, Inc.                                                                       37,613
                 --------------------------------------------------------------------------------
          1,500  Public Service Enterprise Group, Inc.                                                     41,625
                 --------------------------------------------------------------------------------
          1,200  Sonat, Inc.                                                                               39,750
                 --------------------------------------------------------------------------------
          2,800  Southern Co.                                                                              54,600
                 --------------------------------------------------------------------------------
          4,200  Southern New England Telecommunications                                                  144,375
                 --------------------------------------------------------------------------------
          3,200  Southwestern Bell Corp.                                                                  134,400
                 --------------------------------------------------------------------------------
          1,800  UGI Corp.                                                                                 38,025
                 --------------------------------------------------------------------------------
          3,300  U.S. West, Inc.                                                                          132,825
                 --------------------------------------------------------------------------------
          1,200  Utilicorp United, Inc.                                                                    35,700
                 --------------------------------------------------------------------------------
          1,300  Western Resource, Inc.                                                                    36,563
                 --------------------------------------------------------------------------------  --------------
                 TOTAL UTILITY (IDENTIFIED COST, $2,075,561)                                            2,131,176
                 --------------------------------------------------------------------------------  --------------
                 TOTAL STOCKS (IDENTIFIED COST, $5,009,206)                                             4,849,265
                 --------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
   PRINCIPAL                                                                                          IN U.S.
    AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
BONDS--79.9%
- -------------------------------------------------------------------------------------------------
                 INVESTMENT-GRADE--9.8%
                 --------------------------------------------------------------------------------
                 AUTOMOTIVE--0.8%
                 --------------------------------------------------------------------------------
$       250,000  General Motors Acceptance Corp., 7.25%, 4/30/99                                   $      246,692
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--0.7%
                 --------------------------------------------------------------------------------
        250,000  Household Finance Corp., 6.45%, 2/1/2009                                                 215,968
                 --------------------------------------------------------------------------------  --------------
                 FINANCIAL INTERMEDIARIES--0.7%
                 --------------------------------------------------------------------------------
        200,000  Merrill Lynch & Co., Inc., 7.25%, 6/14/2004                                              201,412
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.7%
                 --------------------------------------------------------------------------------
        200,000  Georgia Pacific Corp., 10.125%, 5/15/2000                                                206,096
                 --------------------------------------------------------------------------------  --------------
                 GOVERNMENT AGENCY--1.0%
                 --------------------------------------------------------------------------------
        300,000  Tennessee Valley Authority, 7.318%, 5/31/99                                              303,144
                 --------------------------------------------------------------------------------  --------------
                 INSURANCE--0.7%
                 --------------------------------------------------------------------------------
        200,000  SunAmerica Inc., 6.58%, 1/15/2002                                                        185,634
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--1.4%
                 --------------------------------------------------------------------------------
        150,000  News American Holdings, Inc., 7.50%, 3/1/2000                                            146,701
                 --------------------------------------------------------------------------------
        250,000  Valassis Inserts, Inc., Sr. Notes, 8.875%, 3/15/99                                       259,545
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    406,246
                 --------------------------------------------------------------------------------  --------------
                 SOVEREIGN GOVERNMENT--1.9%
                 --------------------------------------------------------------------------------
        150,000  Hydro Quebec, 7.375%, 2/1/2003                                                           144,747
                 --------------------------------------------------------------------------------
        300,000  Malta (Republic of), 7.50%, 3/29/2009                                                    281,424
                 --------------------------------------------------------------------------------
        150,000  Ontario Hydro, 9.25%, 5/1/95                                                             153,617
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    579,788
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--1.9%
                 --------------------------------------------------------------------------------
        300,000  Duke Power Co., 7.00%, 9/1/2005                                                          283,023
                 --------------------------------------------------------------------------------
        300,000  Gulf States Utilities Co., 6.75%, 10/1/98                                                293,349
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    576,372
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENT-GRADE (IDENTIFIED COST, $2,990,869)                                   2,921,352
                 --------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    FOREIGN                                                                                            VALUE
   CURRENCY                                                                                           IN U.S.
  PAR AMOUNT                                                                                          DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 FOREIGN--7.9%
                 --------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.1%
                 --------------------------------------------------------------------------------
         50,000  State Bank of New South Wales, Deb., 12.25%, 2/26/2001                            $       41,312
                 --------------------------------------------------------------------------------  --------------
                 BELGIUM FRANC--0.3%
                 --------------------------------------------------------------------------------
      3,100,000  Belgian (Government, Foreign Government Guarantee), 10.00%,
                 4/5/96                                                                                    99,977
                 --------------------------------------------------------------------------------  --------------
                 CANADIAN DOLLAR--0.4%
                 --------------------------------------------------------------------------------
        150,000  Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                              103,776
                 --------------------------------------------------------------------------------  --------------
                 FRENCH FRANC--0.8%
                 --------------------------------------------------------------------------------
        850,000  France O.A.T., 8.50%, 11/25/2002                                                         169,717
                 --------------------------------------------------------------------------------
        400,000  France O.A.T., 9.80%, 1/30/96                                                             77,636
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    247,353
                 --------------------------------------------------------------------------------  --------------
                 DUCTSCHE MARK--1.8%
                 --------------------------------------------------------------------------------
        250,000  Bundesobligationen, 7.25%, 10/20/97                                                      162,565
                 --------------------------------------------------------------------------------
        300,000  Bundesobligation, 8.875%, 1/22/96                                                        198,164
                 --------------------------------------------------------------------------------
        300,000  KFW International Finance, Inc., 7.00%, 5/12/2000                                         55,079
                 --------------------------------------------------------------------------------
        175,000  Treuhandanstalt, 7.75%, 10/1/2002                                                        115,394
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    531,202
                 --------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.4%
                 --------------------------------------------------------------------------------
    185,000,000  Buoni Poliem Del Tes, 12.00%, 9/1/97                                                     119,294
                 --------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--2.4%
                 --------------------------------------------------------------------------------
     20,000,000  Japan--111, 4.60%, 6/22/98                                                               208,226
                 --------------------------------------------------------------------------------
     15,000,000  Japan--119, Foreign Government Guarantee, 4.80%, 6/21/99                                 157,054
                 --------------------------------------------------------------------------------
     18,000,000  Japan--133, 7.30%, 9/20/2000                                                             209,354
                 --------------------------------------------------------------------------------
     15,000,000  Japan--89, 5.10%, 6/20/96                                                                156,605
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    731,239
                 --------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.6%
                 --------------------------------------------------------------------------------
        325,000  Netherlands Government, 6.00%, 4/15/95                                            $      183,618
                 --------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM POUND--1.1%
                 --------------------------------------------------------------------------------
        200,000  UK Conversion, 9.00%, 3/3/2000                                                           315,153
                 --------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN (IDENTIFIED COST, $2,249,578)                                            2,372,924
                 --------------------------------------------------------------------------------
<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------
                 HIGH YIELD--5.0%
                 --------------------------------------------------------------------------------
                 BROADCAST RADIO & TV--0.4%
                 --------------------------------------------------------------------------------
$       125,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                  127,812
                 --------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.5%
                 --------------------------------------------------------------------------------
        150,000  Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                            150,000
                 --------------------------------------------------------------------------------  --------------
                 CABLE TV--0.4%
                 --------------------------------------------------------------------------------
        125,000  Continental Cablevision, Inc., Sr. Deb., 9.50%, 8/1/2013                                 112,344
                 --------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                             125,625
                 --------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.4%
                 --------------------------------------------------------------------------------
        125,000  Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                               113,906
                 --------------------------------------------------------------------------------  --------------
                 CONTAINER & GLASS PRODUCTS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                   127,188
                 --------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.3%
                 --------------------------------------------------------------------------------
        125,000  Grand Union Co., Sr. Note, 12.25%, 7/15/2002                                             109,063
                 --------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.4%
                 --------------------------------------------------------------------------------
        125,000  Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                             116,875
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                        116,250
                 --------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.3%
                 --------------------------------------------------------------------------------
$       125,000  American Standard, Inc., Sr. Sub. Disc. Deb., 10.50%, 6/1/2005                    $       79,375
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.4%
                 --------------------------------------------------------------------------------
        125,000  Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                            115,000
                 --------------------------------------------------------------------------------  --------------
                 STEEL--0.4%
                 --------------------------------------------------------------------------------
        125,000  Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                118,125
                 --------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.3%
                 --------------------------------------------------------------------------------
        150,000  Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                             92,626
                 --------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,343,248)                                         1,504,189
                 --------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE--0.1%
                 --------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.1%
                 --------------------------------------------------------------------------------
         30,000  General Instrument Corp., Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $40,725)                                                                41,512
                 --------------------------------------------------------------------------------  --------------
                 TREASURY--37.9%
                 --------------------------------------------------------------------------------
     11,600,000  U.S. Treasury Note, 3.875%, 10/31/95 (IDENTIFIED COST, $11,343,281)                   11,367,887
                 --------------------------------------------------------------------------------  --------------
                 MORTGAGE-BACKED SECURITIES--19.2%
                 --------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--19.2%
                 --------------------------------------------------------------------------------
        982,287  Federal Home Loan Bank, 7.00%, 4/1/2009                                                  961,718
                 --------------------------------------------------------------------------------
        509,303  Federal Home Loan Bank, 7.50%, 5/1/2024                                                  497,843
                 --------------------------------------------------------------------------------
        258,288  Federal National Mortgage Association, 7.50%, 6/1/2009                                   257,883
                 --------------------------------------------------------------------------------
      2,419,878  Federal National Mortgage Association, 8.00%, 4/1/2024                                 2,419,878
                 --------------------------------------------------------------------------------
        247,392  Government National Mortgage Association, 7.50%, 5/15/2024                               240,200
                 --------------------------------------------------------------------------------
      1,338,841  Government National Mortgage Association, 9.00%, 1/15/2023                             1,396,156
                 --------------------------------------------------------------------------------  --------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $5,751,947)                         5,773,678
                 --------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $23,719,648)                                            23,981,542
                 --------------------------------------------------------------------------------  --------------
CASH EQUIVALENT--5.0%
- -------------------------------------------------------------------------------------------------
$       250,000  U.S. Treasury Bill, 1/26/95                                                       $      244,048
                 --------------------------------------------------------------------------------
      1,265,000  **J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94
                 (Note 2B)                                                                              1,265,000
                 --------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENT (AT AMORTIZED COST)                                              1,509,048
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS, (IDENTIFIED COST, $30,237,902)                                 $   30,339,855+
                 --------------------------------------------------------------------------------  --------------
</TABLE>

  + The cost of investments for federal tax purposes amounts to $30,237,902. The
    net unrealized appreciation on a federal tax cost basis amounts to $101,953,
    and is comprised of $232,905 appreciation and $130,952 depreciation at July
    31, 1994.

 ++ The overall exposure of the Fund to stocks is 14.6%, after adjustment for
    the use of futures contracts to hedge exposure to large cap stocks.

(a) Non-income producing.

  * In order to hedge exposure to large cap stocks, the Fund sold two S&P 500
    futures contracts with a market value of $461,100. This reduces the Fund's
    exposure to large cap stocks to 7.5% of the Fund.

 ** The repurchase agreement is fully collaterialized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated Funds.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts

Note: The categories of investments are shown as a percentage of net assets
      ($30,017,825) at July 31, 1994.

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

FEDERATED MANAGED INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>          <C>
ASSETS:
- --------------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost, $30,237,902)
(Notes 2A and 2B)                                                                                   $   30,339,855
- --------------------------------------------------------------------------------------------------
Cash                                                                                                         6,595
- --------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          349,298
- --------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                       293,757
- --------------------------------------------------------------------------------------------------
Deferred expenses (Note 2I)                                                                                 45,934
- --------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                       31,035,439
- --------------------------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------------------------
Payable for investments purchased                                                      $   647,038
- -------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                     293,757
- -------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                            13,293
- -------------------------------------------------------------------------------------
Payable for Futures Variation Margin (Note 2F)                                               3,900
- -------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                            728
- -------------------------------------------------------------------------------------
Accrued expenses                                                                            58,898
- -------------------------------------------------------------------------------------  -----------
     Total liabilities                                                                                   1,017,614
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 2,986,457 shares of beneficial interest outstanding                                  $   30,017,825
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------------------------
Paid-in capital                                                                                     $   29,874,395
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currencies, and futures contracts                                                                93,969
- --------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency transactions, and futures
contracts                                                                                                  (11,591)
- --------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                         61,052
- --------------------------------------------------------------------------------------------------  --------------
     Total Net Assets                                                                               $   30,017,825
- --------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
Institutional Service Shares ($26,743,166 / 2,660,694 shares of beneficial interest
outstanding)                                                                                                $10.05
- --------------------------------------------------------------------------------------------------  --------------
Select Shares ($3,274,659 / 325,763 shares of beneficial interest outstanding)                              $10.05
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED MANAGED INCOME FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                            <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $721)                                                     $   323,930
- ---------------------------------------------------------------------------------------------------
Dividends                                                                                                 24,172
- ---------------------------------------------------------------------------------------------------  -----------
     Total investment income (Note 2C)                                                                   348,102
- ---------------------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------------------
Investment advisory fee**                                                                 $  37,514
- ----------------------------------------------------------------------------------------
Administrative personnel and services**                                                       2,717
- ----------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                      32,800
- ----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                    1,695
- ----------------------------------------------------------------------------------------
Legal fees                                                                                    1,750
- ----------------------------------------------------------------------------------------
Fund share registration costs                                                                 2,578
- ----------------------------------------------------------------------------------------
Printing and postage                                                                          3,000
- ----------------------------------------------------------------------------------------
Insurance premiums                                                                            1,286
- ----------------------------------------------------------------------------------------
Taxes                                                                                            30
- ----------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                     1,312
- ----------------------------------------------------------------------------------------
Distribution services fee**                                                                   3,936
- ----------------------------------------------------------------------------------------
Miscellaneous                                                                                   575
- ----------------------------------------------------------------------------------------  ---------
     Total expenses                                                                          89,193
- ----------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                            $  37,514
- -----------------------------------------------------------------------------
Waiver of distribution services fee**                                              1,312
- -----------------------------------------------------------------------------
Reimbursement of other operating expenses**                                       22,500     61,326
- -----------------------------------------------------------------------------  ---------  ---------
     Net expenses                                                                                         27,867
- ---------------------------------------------------------------------------------------------------  -----------
          Net investment income                                                                          320,235
- ---------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND FUTURES CONTRACTS:
- ---------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures
contracts (identified cost basis)                                                                        (11,591)
- ---------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures contracts                                         93,969
- ---------------------------------------------------------------------------------------------------  -----------
     Net realized and unrealized gain (loss) on investments, foreign currency, and
     futures contracts                                                                                    82,378
- ---------------------------------------------------------------------------------------------------  -----------
          Change in net assets resulting from operations                                             $   402,613
- ---------------------------------------------------------------------------------------------------  -----------
</TABLE>

 * For the period from January 18, 1994 (start of business) to July 31, 1994.

** (See Note 4)

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


FEDERATED MANAGED INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
                                                                                                    (UNAUDITED)
<S>                                                                                               <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------------------------------------
Net investment income                                                                              $      320,235
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($11,591 net loss, as computed for federal tax purposes) (Note 2E)                                        (11,591)
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and future contracts                                                      93,969
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from operations                                                       402,613
- ------------------------------------------------------------------------------------------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)--
- ------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ------------------------------------------------------------------------------------------------
     Institutional Service Shares                                                                        (235,828)
- ------------------------------------------------------------------------------------------------
     Select Shares                                                                                        (23,355)
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets resulting from distributions to shareholders                              (259,183)
- ------------------------------------------------------------------------------------------------  ----------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           30,294,607
- ------------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                          56,002
- ------------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                  (576,214)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets from Fund share transactions                                                 29,774,395
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets                                                                         29,917,825
- ------------------------------------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------------------------------------
Beginning of period                                                                                       100,000
- ------------------------------------------------------------------------------------------------  ----------------
End of period (including undistributed net investment income of $61,052)                           $   30,017,825
- ------------------------------------------------------------------------------------------------  ----------------

* For the period from January 18, 1994 (start of business) to July 31, 1994.

(See Notes which are an integral part of the Financial Statements)
</TABLE>

FEDERATED MANAGED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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

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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investments.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash or U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the financial futures contract is
     determined and any difference between such value and the original futures
     contract value is reflected in the "daily variation margin" account. Daily
     variation margin adjustments, arising from this "marking to market"
     process, are recorded by the Fund as unrealized gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering
     into futures contracts include the possibility that a change in the value
     of the contract may not correlate with changes in the value of the
     underlying securities. For the period ended the Fund had a realized gain of
     $51,747 on futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<S>                  <C>                            <C>          <C>
                               CONTRACTS                            UNREALIZED
    EXPIRATION                TO DELIVER/                          APPRECIATION
       DATE                     RECEIVE              POSITION     (DEPRECIATION)
  September 1994        2 S&P 500 Index Futures        Short         ($10,867)
</TABLE>

G.   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.

H.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability of
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.

I.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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

(3) SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) for each
class of shares. Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>
                                                                                         PERIOD ENDED JULY 31,
                                                                                                 1994*
INSTITUTIONAL SERVICE SHARES                                                            SHARES         DOLLARS
<S>                                                                                  <C>            <C>
- -----------------------------------------------------------------------------------  -------------  --------------
Shares sold                                                                              2,709,675  $   27,107,097
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               5,448          54,615
- -----------------------------------------------------------------------------------
Shares redeemed                                                                            (54,429)       (545,067)
- -----------------------------------------------------------------------------------  -------------  --------------
     Net change resulting from Institutional Service Shares transactions                 2,660,694  $   26,616,645
- -----------------------------------------------------------------------------------  -------------  --------------
<CAPTION>

                                                                                         PERIOD ENDED JULY 31,
                                                                                                 1994*
SELECT SHARES                                                                           SHARES         DOLLARS
<S>                                                                                  <C>            <C>
- -----------------------------------------------------------------------------------  -------------  --------------
Shares sold                                                                                328,736  $    3,287,510
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                                 138           1,387
- -----------------------------------------------------------------------------------
Shares redeemed                                                                             (3,111)        (31,147)
- -----------------------------------------------------------------------------------  -------------  --------------
     Net change resulting from Select Shares transactions                                  325,763       3,257,750
- -----------------------------------------------------------------------------------  -------------  --------------
       Total net change resulting from Fund share transactions                           2,986,457  $   29,874,395
- -----------------------------------------------------------------------------------  -------------  --------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to July
  31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, 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 its fee and reimburse certain operating expenses of the Fund.
The Adviser can modify or terminate this voluntary waiver and reimbursement at
any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of the average net
assets of the Fund for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $34,447 and $39,068, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,288 and $2,388, respectively, pursuant to this agreement.

Certain Officers and Trustees of the Fund 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
July 31, 1994 were as follows:

<TABLE>
<S>                                                                                                 <C>
PURCHASES                                                                                           $   38,645,418
- --------------------------------------------------------------------------------------------------  --------------
SALES                                                                                               $    9,742,479
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

 O.  Please delete the section entitled "Report of Independent Public
     Accountants" on page 25. In addition, please delete the heading "Report of
     Independent Public Accountants" from the Table of Contents page.

                                                              September 30, 1994


[LOGO] MANAGED SERIES TRUST



FEDERATED MANAGED INCOME FUND
(A Portfolio of Managed Series Trust)
Select Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
      12b-1 fee      0.75%
   Absent the anticipated voluntary waivers, the Total Select Shares
   Operating Expenses are estimated to be 2.27%.
   For more information on Select Shares expenses, see "Summary of Fund
   Expenses" on page 1 of the Prospectus.
   
2. With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be
expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3. The following sentence should be added after the "Asset Category" Table
on page 3 of the                                Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the section entitled "Options."
   
4. RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on page 6 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 8 of the Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   pages 8 and 9 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks",  a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
G00253-02-SE(5/94)


Federated Managed Income Fund
(A Portfolio of Managed Series Trust)
Select Shares
Prospectus

The Select Shares of Federated Managed Income Fund (the "Fund") offered by this
prospectus represent interests in the Fund, which is a diversified investment
portfolio of Managed Series Trust (the "Trust"). The Trust is an open-end
management investment company (a mutual fund).

The investment objective of the Fund is to seek current income. The Fund invests
in both bonds and stocks. Select Shares are sold at net asset value.

The Select 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 Select Shares involves investment risks,
including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Select Shares and Institutional Service Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Bond Asset Categories                                                      3
      U.S. Treasury Securities                                                 3
      Mortgage-Backed Securities                                               4
      Investment-Grade Corporate Bonds                                         4
      High Yield Corporate Bonds                                               4
      Foreign Bonds                                                            4
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Utility Stocks                                                           4
      Small Company Stocks                                                     5
      Foreign Stocks                                                           5
    Cash Reserves Category                                                     5
    Acceptable Investments                                                     5
      U.S. Treasury and Other
         U.S. Government Securities                                            5
      Mortgage-Backed Securities                                               5
         Collateralized Mortgage Obligations
           ("CMOs")                                                            6
         Real Estate Mortgage Investment
           Conduits ("REMICS")                                                 6
         Characteristics of Mortgage-
           Backed Securities                                                   6
      Corporate Bonds                                                          7

         Investment Risks                                                      8

      Equity Securities                                                        8
      Foreign Securities                                                       8

         Investment Risks                                                      8

      Cash Reserves                                                            9
         Repurchase Agreements                                                 9
    Investing in Securities of
      Other Investment Companies                                               9
    Restricted and Illiquid Securities                                         9
    When-Issued and Delayed
      Delivery Transactions                                                    9
    Lending of Portfolio Securities                                           10
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency
      Exchange Contracts                                                      10
    Options                                                                   11
    Futures and Options on Futures                                            11
      Risks                                                                   12

    Portfolio Turnover                                                        12

  Investment Limitations                                                      12

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Select Shares                                               15
    Distribution Plan                                                         15
  Administration of the Fund                                                  16
    Administrative Services                                                   16
    Shareholder Services Plan                                                 16
    Custodian                                                                 16
    Transfer Agent and Dividend
      Disbursing Agent                                                        16
    Legal Counsel                                                             16
    Independent Public Accountants                                            17
  Brokerage Transactions                                                      17
  Expenses of the Fund and Select Shares                                      17
Net Asset Value                                                               17
- ------------------------------------------------------
Investing in Select Shares                                                    18
- ------------------------------------------------------
  Share Purchases                                                             18
    Through a Financial Institution                                           18
    By Wire                                                                   18
    By Mail                                                                   18
  Minimum Investment Required                                                 18
  What Shares Cost                                                            18
  Subaccounting Services                                                      19
  Systematic Investment Program                                               19
  Certificates and Confirmations                                              19
  Dividends                                                                   19
  Capital Gains                                                               19
Redeeming Select Shares                                                       20
- ------------------------------------------------------
  Through a Financial Institution                                             20
  Telephone Redemption                                                        20
  Written Requests                                                            20
    Signatures                                                                20
    Receiving Payment                                                         21
  Systematic Withdrawal Program                                               21
  Accounts with Low Balances                                                  21
Shareholder Information                                                       22
- ------------------------------------------------------
  Voting Rights                                                               22
  Massachusetts Partnership Law                                               22
Tax Information                                                               22
- ------------------------------------------------------
  Federal Income Tax                                                          22
  Pennsylvania Corporate and
    Personal Property Taxes                                                   22
Performance Information                                                       23
- ------------------------------------------------------
Other Classes of Shares                                                       23
- ------------------------------------------------------
Statement of Assets and Liabilities                                           24
- ------------------------------------------------------
Report of Independent Public
  Accountants                                                                 25
- ------------------------------------------------------
Appendix                                                                      26
- ------------------------------------------------------
Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                  <C>        <C>
                                                    Select Shares
                                          Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)....................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).........                  None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)........................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable).............................                  None
Exchange Fee...................................................................................                  None
                                      Annual Select Shares Operating Expenses*
                                  (As a percentage of projected average net assets)
Management Fee (after waiver) (1)..............................................................                  0.23%
12b-1 Fee (after waiver) (2)...................................................................                  0.50%
Total Other Expenses...........................................................................                  0.77%
    Shareholder Servicing Fee..................................................................       0.25%
         Total Select Shares Operating Expenses (3)............................................                  1.50%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.75%.

(3) The Total Select Shares Operating Expenses are estimated to be 2.27% absent
    the anticipated voluntary waivers of a portion of the management fee and a
    portion of the 12b-1 fee.

*  Total Select Shares Operating Expenses are based on average expenses expected
   to be incurred during the period ending January 31, 1995. During the course
   of this period, expenses may be more or less than the average amount shown.

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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge 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..................................................     $15        $47
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.


    The information set forth in the foregoing table and example relates only to
Select Shares of the Fund. The Fund also offers another class of shares called
Institutional Service Shares. Select Shares and Institutional Service Shares are
subject to certain of the same expenses; however, Institutional Service Shares
are not subject to a 12b-1 fee. See "Other Classes of Shares."


General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Select Shares and Institutional Service Shares. This prospectus relates only
to Select Shares.

Select Shares ("Shares") of the Fund are designed primarily for retail and
private banking customers of financial institutions as a convenient means of
accumulating an interest in a professionally managed, diversified portfolio of
bonds and stocks. A minimum initial investment of $1,500 is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek current income. There can be, of
course, no assurance that the Fund will achieve its investment objective. The
Fund's investment objective cannot be changed without the approval of
shareholders. Unless otherwise noted, the Fund's investment policies may be
changed by the Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: bonds
and stocks. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.

The Fund will invest between 70 and 90 percent of its assets in bonds. The bond
asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.


The Fund will invest between 10 and 30 percent of its assets in stocks. The
Fund's ability to invest a portion of its assets in stocks offers the
opportunity for higher return than other income-oriented funds. The stock asset
categories are large company stocks, utility stocks, small company stocks, and
foreign stocks.


The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
<S>                                                               <C>
Asset Category                                                     Range
Bonds                                                             70-90%
U.S. Treasury Securities                                           0-90%
Mortgage-Backed Securities                                         0-45%
Investment-Grade Corporate Bonds                                   0-45%
High Yield Corporate Bonds                                         0-9%
Foreign Bonds                                                      0-9%

Stocks                                                            10-30%
Large Company Stocks                                               0-30%
Utility Stocks                                                     0-15%
Small Company Stocks                                               0-3%
Foreign Stocks                                                     0-3%

Cash Reserves                                                      0-12%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, U.S.
Treasury securities are judged to be unusually attractive relative to other
asset categories, the allocation for U.S. Treasury securities may be moved to
its upper limit. At other times when U.S. Treasury securities appear to be
overvalued, the commitment may be moved down to a lesser allocation. There is no
assurance, however, that the adviser's attempts to pursue this strategy will
result in a benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. The average duration of the Fund's Bond Assets will
be not less than two nor more than four years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower expected
market volatility, and a lower average duration during periods of higher
expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 90 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 45 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 45 percent of its total
     assets in investment-grade corporate bonds. In certain cases the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to nine percent of its total assets in high yield corporate bonds. There
     is no minimal acceptable rating for a security to be purchased or held in
     the Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to nine percent of its total assets in foreign bonds.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 30 percent of its total assets in large
     company stocks.

     Utility Stocks.  Utility stocks are common stocks and securities
     convertible into or exchangeable for common stocks, such as rights and
     warrants, of utility companies. The Fund may invest up to
     15 percent of its total assets in utility stocks. Common stocks of
     utilities are generally characterized by higher dividend yields and lower
     growth rates than common stocks of industrial companies. Under normal
     market conditions, the higher income stream from utility stocks tends to
     make them less volatile than stocks of industrial companies.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price x number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small capitalization
     stocks. The Fund may invest up to three percent of its total assets in
     small company stocks.

     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to three percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is available, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 12 percent of
its total assets in cash reserves.

Acceptable Investments

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgage-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

         Because the cash flow is distributed sequentially instead of pro rata
         as with pass-through securities, the cash flows and average lives of
         CMOs are more predictable, and there is a period of time during which
         the investors in the longer-maturity classes receive no principal
         paydowns. The interest portion of these payments is distributed by the
         Fund as income and the capital portion is reinvested.

         The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To qualify as a
         REMIC, substantially all of the assets of the entity must be in assets
         directly or indirectly secured principally by real property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions
         to holders of mortgage-backed securities include both interest and
         principal payments. Principal payments represent the amortization of
         the principal of the underlying mortgages and any prepayments of
         principal due to prepayment, refinancing, or foreclosure of the
         underlying mortgages. Although maturities of the underlying mortgage
         loans may range up to 30 years, amortization and prepayments
         substantially shorten the effective maturities of mortgage-backed
         securities. Due to these features, mortgage-backed securities are less
         effective as a means of "locking in" attractive long-term interest
         rates than fixed-income securities which pay only a stated amount of
         interest until maturity, when the entire principal amount is returned.
         This is caused by the need to reinvest at lower interest rates both
         distributions of principal generally and significant prepayments which
         become more likely as mortgage interest rates decline. Since
         comparatively high interest rates cannot be effectively "locked in,"
         mortgage-backed securities may have less potential for capital
         appreciation during periods of declining interest rates than other
         non-callable, fixed-income government securities of comparable stated
         maturities. However, mortgage-backed securities may experience less
         pronounced declines in value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments on the
         underlying mortgages. Therefore, interest-only SMBSs generally increase
         in value as interest rates rise and decrease in value as interest rates
         fall, counter to changes in value experienced by most fixed-income
         securities. The Fund's adviser intends to use this characteristic of
         interest-only SMBSs to reduce the effects of interest rate changes on
         the value of the Fund's portfolio, while continuing to pursue the
         Fund's investment objective.


     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:


      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's rating is reduced below the required minimum after
     the Fund has purchased it, the Fund is not required to sell the security,
     but may consider doing so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks. _Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Utility stocks are common stocks of utility companies, including water
     companies, companies that produce, transmit, or distribute gas and electric
     energy and those companies that provide communications facilities, such as
     telephone and telegraph companies. Foreign stocks are equity securities of
     foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's (Aaa, Aa, A or Baa) or
     by Standard & Poor's (AAA, AA, A or BBB) or are unrated if determined to be
     of equivalent quality by the Fund's adviser.


         Investment Risks.  Investments in foreign securities involve special
         risks that differ from those associated with investments in domestic
         securities. The risks associated with investments in foreign securities
         apply to securities issued by foreign corporations and sovereign
         governments. These risks relate to political and economic developments
         abroad, as well as those that result from the differences between the
         regulation of domestic securities and issuers and foreign securities
         and issuers. These risks may include, but are not limited to,
         expropriation, confiscatory taxation, currency fluctuations,
         withholding taxes on interest, limitations on the use or transfer of
         Fund assets, political or social instability and adverse diplomatic
         developments. It may also be more difficult to enforce contractual
         obligations or
         obtain court judgments abroad than would be the case in the United
         States because of differences in the legal systems. If the issuer of
         the debt or the governmental authorities that control the repayment of
         the debt may be unable or unwilling to repay principal or interest when
         due in accordance with the terms of such debt, the Fund may have
         limited legal recourse in the event of default. Moreover, individual
         foreign economies may differ favorably or unfavorably from the domestic
         economy in such respects as growth of gross national product, the rate
         of inflation, capital reinvestment, resource self-sufficiency and
         balance of payments position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks.  To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures 
contracts as a hedge to attempt to protect its portfolio
securities against decreases in value. When the Fund writes a call option 
on a futures contract, it is undertaking the obligation of
selling a futures contract at a fixed price at any time during a specified 
period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled 
(but not obligated) to sell a futures contract at the fixed
price during the life of the option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5
percent of the market value of the Fund's total assets. When the Fund purchases
futures contracts, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security or will make deposits to collateralize the
position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in connection with the sale
      of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to.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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since the
     Fund's inception. In allocating the Fund's assets, Mr. Ritter evaluates the
     market environment and economic outlook, utilizing the services of the
     investment adviser's economist and strategist. Mr. Ritter joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1992. From 1988 until 1991, Mr. Ritter acted as an
     Assistant Vice President. Mr. Ritter is a Chartered Financial Analyst and
     received his M.B.A. in Finance from the University of Chicago and his
     M.S. in Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as a Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the Fund's
     investment adviser since 1991. Mr. Balestrino served as an investment
     analyst of the investment adviser 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.A. in Urban
     and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in 1989 as an
     Assistant Vice President of the Fund's investment adviser. Mr. Bauer was an
     Assistant Vice President of the International Banking Division at
     Pittsburgh National Bank from 1982 until 1989. Mr. Bauer is a Chartered
     Financial Analyst and received his M.B.A. in Finance from Pennsylvania
     State University.

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.

     Christopher H. Wiles is the portfolio manager for the utility stocks asset
     category, and has been one of the Fund's portfolio managers since its
     inception. Mr. Wiles joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since 1992. Mr. Wiles served as
     Assistant Vice President of the Fund's investment adviser from 1990 until
     1992. Mr. Wiles was a portfolio manager at Mellon Bank from 1986 until
     1990. Mr. Wiles is a Chartered Financial Analyst and received his M.B.A. in
     Finance from Cleveland State University.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this capacity since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.


Distribution of Select Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Distribution Plan.  Pursuant to the provisions of a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the Fund will
pay to the distributor an amount computed at an annual rate of .75 of 1% of the
average daily net asset value of the Shares to finance any activity which is
principally intended to result in the sale of Shares subject to the Plan.

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

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide sales and/or administrative services as agents for their clients or
customers who beneficially own Shares of the Fund. Administrative services may
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities, and various clerical, supervisory,
computer and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Shares; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as the Fund reasonably requests for Shares.

Financial institutions will receive fees from the distributor 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
distributor.

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

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

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

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.

Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions will
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution may receive payments from the Fund at
a rate not exceeding .25 of 1% of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the provision of
personal service and maintenance of shareholder accounts.

In addition to receiving the payments under the Services Plan, financial
institutions may be compensated by the distributor, who may be reimbursed by the
adviser, or affiliates thereof, for providing administrative support services to
holders of Shares. These payments will be made directly by the distributor, and
will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Select Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, the only expenses allocated to the Shares as a class are expenses
under the Fund's 12b-1 Plan. However, the Trustees reserves the right to
allocate certain other expenses to holders of Shares as it deems 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 Shares; fees under the Fund's Shareholder Services
Plan, if any; 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 registration fees paid to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Shares; legal fees relating solely to Shares; and Trustees' fees incurred as
a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Select Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents may purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Income Fund--Select
Shares; Fund Number (this number can be found on the account statement or by
contacting the Fund); Group Number or Wire Order Number; Nominee or Institution
Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Income Fund--Select Shares to Federated Services Company, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts 02266-8602.
Orders by mail are considered received after payment by check is converted by
State Street Bank into federal funds. This is normally the next business day
after State Street Bank receives the check.


Minimum Investment Required

The minimum initial investment in Shares is $1,500. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

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

Dividends


Dividends are declared and paid monthly to all shareholders invested in the Fund
on the record date. Unless shareholders request cash payments by writing the
Fund, dividends are automatically reinvested in additional Shares of the Fund on
payment dates at the ex-dividend date net asset value without a sales charge.


Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Select Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,500. 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.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Select Shares and
Institutional Service Shares. Because Select Shares are subject to 12b-1 fees,
the total return and yield for Institutional Service Shares, for the same
period, will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Select Shares using
certain financial publications and/or compare the performance of Select Shares
to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Institutional Service Shares are sold to institutions and individuals and to
accounts for which financial institutions act in a fiduciary or agency capacity.
Institutional Service Shares are sold at net asset value. Investments in
Institutional Service Shares are subject to a minimum initial investment of
$25,000. Institutional Service Shares are distributed without a 12b-1 Plan.

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

The amount of dividends payable to Institutional Service Shares will generally
exceed that of Select Shares by the difference between Class Expenses and
distribution expenses borne by shares of each respective class.

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

Federated Managed Income Fund
(A Portfolio of Managed Series Trust)
Statement of Assets and Liabilities
January 18, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                    <C>
Assets:
- -----------------------------------------------------------------------------------------------------
Cash                                                                                                   $   100,000
- -----------------------------------------------------------------------------------------------------  -----------
Liabilities:                                                                                                    --
- -----------------------------------------------------------------------------------------------------  -----------
Net Assets for 10,000 shares of capital stock outstanding                                              $   100,000
- -----------------------------------------------------------------------------------------------------  -----------
Net Asset Value, Offering Price, and Redemption Price Per Share
($100,000/10,000 shares of capital stock outstanding)                                                  $     10.00
- -----------------------------------------------------------------------------------------------------  -----------
</TABLE>

Notes:

(1)  Managed Series Trust (the "Trust") was established as a Massachusetts
     business trust under a Declaration of Trust dated November 15, 1993, and
     has had no operations since that date other than those relating to
     organizational matters, including the issuance on January 18, 1994 of
     10,000 shares of the Federated Managed Income Fund at $10.00 per share to
     Federated Management, the investment adviser to the Fund. Expenses of
     organization incurred by the Trust, estimated at $33,100, were borne
     initially by Federated Administrative Services, Inc., the Administrator to
     the Fund. The Trust has agreed to reimburse the Administrator for
     organizational expenses initially borne by the Administrator during the
     five-year period following the date the Trust's registration first became
     effective.

(2)  Reference is made to "Management of the Trust," "Administration of the
     Fund," and "Tax Information" in this prospectus for a description of the
     investment advisory fee, administrative and other services and federal tax
     aspects of the Fund.

Report of Independent Public Accountants
- --------------------------------------------------------------------------------

To the Board of Trustees and Shareholder of
FEDERATED MANAGED INCOME FUND (A Portfolio of Managed Series Trust):

We have audited the accompanying statement of assets and liabilities of the
Federated Managed Income Fund (a portfolio of Managed Series Trust, a
Massachusetts business trust) as of January 18, 1994. This financial statement
is the responsibility of the Trust's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

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

In our opinion, the aforementioned financial statement presents fairly, in all
material respects, the financial position of the Federated Managed Income Fund
(a portfolio of Managed Series Trust) as of January 18, 1994, in conformity with
generally accepted accounting principles.

                                                           ARTHUR ANDERSEN & CO.

Pittsburgh, Pennsylvania
January 21, 1994

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 rated 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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Income Fund
                    Select Shares                                          Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Federated Managed
Income Fund
Select Shares
Prospectus

A Diversified Portfolio of
Managed Series Trust, an Open-End
Management Investment Company


Prospectus dated March 11, 1994


3122012A-SEL (3/94)



               FEDERATED
          MANAGED GROWTH AND
              INCOME FUND

      [LOGO] MANAGED SERIES TRUST

             ------------
         INSTITUTIONAL SERVICE
             ------------
                SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

           Federated Managed
   Growth and Income Fund is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K305
       G00524-02 (9/94)


FEDERATED MANAGED GROWTH AND INCOME FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Growth and Income Fund--Institutional Service Shares after page 1,
     following the section entitled "Summary of Fund Expenses" and before the
     section entitled "General Information." In addition, please add the
     heading "Financial Highlights--Institutional Service Shares" to the Table
     of Contents page, after the heading "Summary of Fund Expenses."

FEDERATED MANAGED GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
Net asset value, beginning of period                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.09
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency transactions,
  and futures contracts                                                                                    0.07
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.16
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.04)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.12
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             1.64%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.59%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    5.05%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         0.75%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                               $34,096
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    36%
- -------------------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 4:

"Yankee bonds, which are U.S. dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 C.  The following should be added as a sub-section under the section entitled
     "High Yield Corporate Bonds" on page 4. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 D.  Please delete the section entitled "Small Company Stocks" on page 5 and
     replace it with the following. In addition, please add the heading
     "Investment Risks" to the Table of Contents page after "Small Company
     Stocks."

"SMALL COMPANY STOCKS. Small company stocks are common stocks and securities
convertible into or exchangeable for common stocks, such as rights and warrants,
of companies with a market capitalization (market price a number of shares
outstanding) below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the United States equity market. These stocks are
comparable to, but not limited to, the stocks comprising the Russell 2000 Index,
an index of small capitalization stocks. The Fund may invest up to 7.5 percent
of its total assets in small company stocks.

     INVESTMENT RISKS. Stocks in the small capitalization sector of the United
     States equity market have historically been more volatile in price than
     larger capitalization stocks, such as those included in the Standard &
     Poor's 500 Index. This is because, among other things, small companies have
     less certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some
     degree, fluctuate independently of the stocks of large companies; that is,
     the stocks of small companies may decline in price as the price of large
     company stocks rises or vice versa."

 E.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds," which begins on page 7. In addition,
     please delete the heading "Investment Risks" which appears immediately
     following the heading "Corporate Bonds" on the Table of Contents page.

 F.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 G.  Please delete the first sentence of the tenth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."

 H.  Please add the following as the last paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 I.   Please delete the section entitled "Administrative Services" on page 15
      and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 J.   Please delete the section entitled "Shareholder Services Plan" on page 15
      and replace it with the following:

"SHAREHOLDER SERVICES PLAN. The Trust has adopted a Shareholder Services Plan
(the 'Services Plan') under which the Fund may make payments up to 0.25 of 1% of
the average daily net asset value of the Institutional Service Shares to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts ('shareholder services'). The Trust has entered into a Shareholder
Services Agreement with Federated Shareholder Services, a subsidiary of
Federated Investors, under which Federated Shareholder Services will either
perform shareholder services directly or will select financial institutions to
perform shareholder services. Financial institutions will receive fees based
upon Shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Trust and Federated Shareholder Services."

 K.  Please insert the following section entitled "Other Payments to Financial
     Institutions" after the new section entitled "Shareholder Services Plan"
     on page 15. In addition, please add the heading "Other Payments to
     Financial Institutions" to the Table of Contents page after the heading
     "Shareholder Services Plan."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Services Plan, financial institutions could be compensated by the
distributor, who could be reimbursed by the adviser, or affiliates thereof, for
providing administrative support services to holders of Shares. These payments
will be made directly by the distributor and will not be made from the assets of
the Fund."

 L.  Please insert the following as the last sentence of the first paragraph in
     the section entitled "Voting Rights" on page 21:

"As of September 6, 1994, IU & Co. of Columbus, Indiana, acting in various
capacities for numerous accounts, was the owner of record of 119,609 Select
Shares (38.89%) of Federated Managed Growth and Income 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."


 M. Please insert the following "Financial Highlights" table for Federated
    Managed Growth and Income Fund--Select Shares after page 23, following the
    section entitled "Other Classes of Shares." In addition, please add the
    heading "Financial Highlights--Select Shares" to the Table of Contents page
    after the heading "Other Classes of Shares."

FEDERATED MANAGED GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.08
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency transactions,
  and futures contracts                                                                                    0.07
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.15
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.04)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.11
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             1.49%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.36%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    4.29%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.00%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                                $2,543
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    36%
- -------------------------------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 N.  Please insert the following Financial Statements after the section
     entitled "Financial Highlights--Select Shares" and before the section
     entitled "Appendix." In addition, please add the heading "Financial
     Statements" to the Table of Contents page, after the heading "Financial
     Highlights--Select Shares."

FEDERATED MANAGED GROWTH AND INCOME FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                      IN U.S.
    SHARES                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
STOCKS--30.0%++
- -------------------------------------------------------------------------------------------------
                 LARGE COMPANY--17.5%
                 --------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.6%
                 --------------------------------------------------------------------------------
          2,600  (a)FMC Corp.                                                                      $      152,750
                 --------------------------------------------------------------------------------
          2,600  Lubrizol Corp.                                                                            88,075
                 --------------------------------------------------------------------------------
          3,500  Phelps Dodge Corp.                                                                       216,125
                 --------------------------------------------------------------------------------
          5,500  Praxair, Inc.                                                                            123,750
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    580,700
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--0.7%
                 --------------------------------------------------------------------------------
          4,000  Ford Motor Co.,                                                                          127,000
                 --------------------------------------------------------------------------------
          2,200  General Motors Corp.                                                                     113,025
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    240,025
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--2.2%
                 --------------------------------------------------------------------------------
          1,700  Avon Products, Inc.                                                                       96,262
                 --------------------------------------------------------------------------------
          2,800  Eastman Kodak Co.                                                                        135,450
                 --------------------------------------------------------------------------------
          7,100  Mattel, Inc.                                                                             196,138
                 --------------------------------------------------------------------------------
          2,800  Philip Morris Cos., Inc.                                                                 154,000
                 --------------------------------------------------------------------------------
          3,500  Reebok International, Ltd.                                                               124,250
                 --------------------------------------------------------------------------------
         12,500  (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                             84,375
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    790,475
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--1.2%
                 --------------------------------------------------------------------------------
          5,000  American Stores Co.                                                               $      129,375
                 --------------------------------------------------------------------------------
          3,700  Sears, Roebuck & Co.                                                                     174,825
                 --------------------------------------------------------------------------------
          5,800  (a)Tele-Communications, Inc.                                                             135,213
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    439,413
                 --------------------------------------------------------------------------------  --------------
                 ENERGY--2.2%
                 --------------------------------------------------------------------------------
          4,600  Baker Hughes, Inc.                                                                        97,175
                 --------------------------------------------------------------------------------
          3,700  Chevron Corp.                                                                            164,187
                 --------------------------------------------------------------------------------
          2,000  Mapco, Inc.                                                                              121,250
                 --------------------------------------------------------------------------------
            800  Noram Energy Corp.                                                                         4,800
                 --------------------------------------------------------------------------------
          2,600  Peoples Energy Corp.                                                                      66,625
                 --------------------------------------------------------------------------------
          2,500  Texaco, Inc.                                                                             158,750
                 --------------------------------------------------------------------------------
          6,000  USX Marathon Group                                                                       104,250
                 --------------------------------------------------------------------------------
          1,600  (a)Western Atlas, Inc.                                                                    77,800
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    794,837
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--2.8%
                 --------------------------------------------------------------------------------
          2,000  AMLI Residential Properties                                                               43,000
                 --------------------------------------------------------------------------------
          1,800  Bankers Trust of New York                                                                120,600
                 --------------------------------------------------------------------------------
          3,400  Citicorp                                                                                 140,250
                 --------------------------------------------------------------------------------
          2,300  Dean Witter, Discover & Co.                                                               92,287
                 --------------------------------------------------------------------------------
          1,400  Dreyfus Corp.                                                                             69,300
                 --------------------------------------------------------------------------------
          1,300  Federal National Mortgage Association                                                    112,775
                 --------------------------------------------------------------------------------
          1,200  Mellon Bank Corp.                                                                         68,700
                 --------------------------------------------------------------------------------
          4,200  PNC Bank Corp.                                                                           120,750
                 --------------------------------------------------------------------------------
          2,300  Transamerica Corp.                                                                       116,725
                 --------------------------------------------------------------------------------
          4,700  Travelers, Inc.                                                                   $      155,688
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                  1,040,075
                 --------------------------------------------------------------------------------  --------------
                 HEALTHCARE--1.3%
                 --------------------------------------------------------------------------------
          2,600  American Home Products Corp.                                                             149,175
                 --------------------------------------------------------------------------------
          2,300  Becton, Dickinson & Co.                                                                   96,887
                 --------------------------------------------------------------------------------
          2,300  Bristol-Myers Squibb Co.                                                                 121,037
                 --------------------------------------------------------------------------------
          3,000  U.S. Healthcare, Inc.                                                                    113,625
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    480,724
                 --------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--1.4%
                 --------------------------------------------------------------------------------
            900  Deere & Co.                                                                               63,113
                 --------------------------------------------------------------------------------
          2,100  General Electric Co.                                                                     105,787
                 --------------------------------------------------------------------------------
          2,100  (a)Litton Industries, Inc.                                                                77,963
                 --------------------------------------------------------------------------------
          1,100  Loews Corp.                                                                               97,075
                 --------------------------------------------------------------------------------
          3,200  Textron, Inc.                                                                            170,400
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    514,338
                 --------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--2.1%
                 --------------------------------------------------------------------------------
          4,800  General Motors Corp., Class "E"                                                          169,200
                 --------------------------------------------------------------------------------
          1,900  Hewlett-Packard Co.                                                                      147,487
                 --------------------------------------------------------------------------------
          3,400  Martin-Marietta Corp.                                                                    154,275
                 --------------------------------------------------------------------------------
          2,600  Raytheon Co.                                                                             170,625
                 --------------------------------------------------------------------------------
          3,900  Rockwell International Corp.                                                             139,913
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    781,500
                 --------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.3%
                 --------------------------------------------------------------------------------
          4,200  Ryder Systems, Inc.                                                                      109,725
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--1.7%
                 --------------------------------------------------------------------------------
          2,900  AT&T Corp.                                                                        $      158,412
                 --------------------------------------------------------------------------------
            800  British Telecommunications, ADR                                                           47,300
                 --------------------------------------------------------------------------------
          3,600  Duke Power Co.                                                                           137,700
                 --------------------------------------------------------------------------------
          1,900  Enron Corp.                                                                               61,513
                 --------------------------------------------------------------------------------
          4,400  MCI Communications Corp.                                                                 100,100
                 --------------------------------------------------------------------------------
          2,100  Telefonos De Mexico, SA, ADR                                                             127,575
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    632,600
                 --------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $6,397,281)                                      6,404,412
                 --------------------------------------------------------------------------------  --------------
                 UTILITY--9.7%
                 --------------------------------------------------------------------------------
                 UTILITIES--9.7%
                 --------------------------------------------------------------------------------
          6,000  Ameritech Corp.                                                                          246,000
                 --------------------------------------------------------------------------------
          2,900  Baltimore Gas & Electric Co.                                                              66,337
                 --------------------------------------------------------------------------------
          4,300  Bell Atlantic Corp.                                                                      243,487
                 --------------------------------------------------------------------------------
          3,900  BellSouth Corp.                                                                          243,750
                 --------------------------------------------------------------------------------
          2,800  Cincinnati Gas & Electric Co.                                                             62,650
                 --------------------------------------------------------------------------------
          2,900  CMS Energy Corp.                                                                          65,612
                 --------------------------------------------------------------------------------
          2,300  Consolidated Edison Co. of New York                                                       66,125
                 --------------------------------------------------------------------------------
          3,100  DPL, Inc.                                                                                 63,163
                 --------------------------------------------------------------------------------
          2,000  DQE                                                                                       60,250
                 --------------------------------------------------------------------------------
          2,500  Entergy Corp.                                                                             63,750
                 --------------------------------------------------------------------------------
          2,000  FPL Group, Inc.                                                                           63,250
                 --------------------------------------------------------------------------------
          2,300  Florida Progress Corp.                                                                    64,400
                 --------------------------------------------------------------------------------
          7,700  GTE Corp.                                                                                244,475
                 --------------------------------------------------------------------------------
          2,300  General Public Utilities Corp.                                                            59,225
                 --------------------------------------------------------------------------------
          1,600  MCN Corp.                                                                                 63,800
                 --------------------------------------------------------------------------------
          2,100  Nipso Industries, Inc.                                                            $       61,425
                 --------------------------------------------------------------------------------
          2,800  Northeast Utilities Co.                                                                   65,450
                 --------------------------------------------------------------------------------
          6,300  Nynex Corp.                                                                              242,550
                 --------------------------------------------------------------------------------
          3,100  Pacific Enterprises                                                                       63,550
                 --------------------------------------------------------------------------------
          3,600  Pacificorp.                                                                               63,900
                 --------------------------------------------------------------------------------
          2,300  Peco Energy Co.                                                                           60,087
                 --------------------------------------------------------------------------------
          3,600  Pinnacle West Capital Corp.                                                               63,450
                 --------------------------------------------------------------------------------
          2,800  PSI Resources, Inc.                                                                       61,950
                 --------------------------------------------------------------------------------
          2,400  Public Service Enterprises Group                                                          66,600
                 --------------------------------------------------------------------------------
          3,000  Sonat, Inc.                                                                               99,375
                 --------------------------------------------------------------------------------
          4,900  Southern Co.                                                                              95,550
                 --------------------------------------------------------------------------------
          7,100  Southern New England Telecommunications Corp.                                            244,063
                 --------------------------------------------------------------------------------
          5,400  Southwestern Bell Corp.                                                                  226,800
                 --------------------------------------------------------------------------------
          3,000  UGI Corp.                                                                                 63,375
                 --------------------------------------------------------------------------------
          5,400  U.S. West, Inc.                                                                          217,350
                 --------------------------------------------------------------------------------
          2,000  Utilicorp United, Inc.                                                                    59,500
                 --------------------------------------------------------------------------------
          2,200  Western Resources, Inc.                                                                   61,875
                 --------------------------------------------------------------------------------
          6,100  Westinghouse Electric Corp., Conv. Pfd., Series C                                         80,819
                 --------------------------------------------------------------------------------  --------------
                 TOTAL UTILITIES (IDENTIFIED COST, $3,488,601)                                          3,573,943
                 --------------------------------------------------------------------------------  --------------
                 FOREIGN EQUITY--2.8%
                 --------------------------------------------------------------------------------
                 AUSTRALIA--0.1%
                 --------------------------------------------------------------------------------
          6,400  Australian Consolidated Press, Ltd.                                                       20,830
                 --------------------------------------------------------------------------------  --------------
                 BELGIUM--0.0%
                 --------------------------------------------------------------------------------
            300  Delhaize-Le Lion                                                                          11,669
                 --------------------------------------------------------------------------------  --------------
                 FINLAND--0.1%
                 --------------------------------------------------------------------------------
            200  Kone Corp. 'B'                                                                    $       20,835
                 --------------------------------------------------------------------------------  --------------
                 HONG KONG--0.1%
                 --------------------------------------------------------------------------------
          5,400  Cheung Kong Holdings                                                                      26,494
                 --------------------------------------------------------------------------------  --------------
                 JAPAN--1.4%
                 --------------------------------------------------------------------------------
          1,000  Bank of Tokyo                                                                             15,493
                 --------------------------------------------------------------------------------
          1,000  Dai-Ichi Kangyo Bank                                                                      18,991
                 --------------------------------------------------------------------------------
          3,000  Fuji Bank                                                                                 67,770
                 --------------------------------------------------------------------------------
          2,000  Hitachi, Ltd.                                                                             19,291
                 --------------------------------------------------------------------------------
          2,000  Industrial Bank of Japan                                                                  60,373
                 --------------------------------------------------------------------------------
          1,000  Ito Yokado Co.                                                                            52,676
                 --------------------------------------------------------------------------------
          4,000  Kawasaki Heavy Industries                                                                 17,672
                 --------------------------------------------------------------------------------
          3,000  Kirin Brewery Co., LTD                                                                    37,183
                 --------------------------------------------------------------------------------
          1,000  Matsushita Electric Industries                                                            16,393
                 --------------------------------------------------------------------------------
          1,000  Mitsubishi Trucking & Banking                                                             15,993
                 --------------------------------------------------------------------------------
          4,000  Mitsubishi Heavy Industries                                                               31,066
                 --------------------------------------------------------------------------------
          3,000  Mitsukoshi, Ltd.                                                                          31,186
                 --------------------------------------------------------------------------------
          1,000  Nomura Securities, Co. Ltd.                                                               22,090
                 --------------------------------------------------------------------------------
          1,000  Sakura Bank, Ltd.                                                                         14,094
                 --------------------------------------------------------------------------------
          1,000  Sumitomo Bank                                                                             20,191
                 --------------------------------------------------------------------------------
          6,000  Sumitomo Heavy Industries                                                                 24,349
                 --------------------------------------------------------------------------------
          2,000  Takeda Chemical Industries                                                                24,789
                 --------------------------------------------------------------------------------
          3,000  Tokio Marine & Fire                                                                       38,383
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    527,983
                 --------------------------------------------------------------------------------  --------------
                 NETHERLANDS--0.1%
                 --------------------------------------------------------------------------------
            200  Royal Dutch Petroleum Co.                                                                 22,600
                 --------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   SHARES OR                                                                                           VALUE
   PRINCIPAL                                                                                          IN U.S.
    AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
STOCKS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 --------------------------------------------------------------------------------
                 UNITED KINGDOM--0.5%
                 --------------------------------------------------------------------------------
          7,000  British Petroleum PLC                                                             $       44,621
                 --------------------------------------------------------------------------------
          7,000  Coats Viyella PLC                                                                         22,797
                 --------------------------------------------------------------------------------
          3,000  Eastern Electricity PLC                                                                   30,005
                 --------------------------------------------------------------------------------
          3,000  Midlands Electricity PLC                                                                  30,375
                 --------------------------------------------------------------------------------
          2,000  RMC Group PLC                                                                             29,372
                 --------------------------------------------------------------------------------
          4,000  Williams Holdings PLC                                                                     22,318
                 --------------------------------------------------------------------------------
          2,000  Wolseley PLC                                                                              25,467
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    204,955
                 --------------------------------------------------------------------------------  --------------
                 REGISTERED INVESTMENT COMPANIES--0.5%
                 --------------------------------------------------------------------------------
          5,400  France Growth Fund, Inc.                                                                  59,400
                 --------------------------------------------------------------------------------
          5,700  Germany Fund, Inc.                                                                        68,400
                 --------------------------------------------------------------------------------
          1,500  (a)Italy Fund, Inc.                                                                       15,750
                 --------------------------------------------------------------------------------
          2,000  Swiss Helvetia Fund, Inc.                                                                 40,500
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    184,050
                 --------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $1,007,344)                                     1,019,416
                 --------------------------------------------------------------------------------  --------------
                 TOTAL STOCK (IDENTIFIED COST, $10,893,226)                                            10,997,771
                 --------------------------------------------------------------------------------  --------------
BONDS--59.2%
- -------------------------------------------------------------------------------------------------
                 TREASURY--24.6%
                 --------------------------------------------------------------------------------
$     9,450,000  U.S. Treasury Notes, 5.125%, 4/30/98 (IDENTIFIED COST, $8,962,734)                     9,020,592
                 --------------------------------------------------------------------------------  --------------
                 MORTGAGE-BACKED SECURITIES--15.2%
                 --------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--15.2%
                 --------------------------------------------------------------------------------
        409,604  Federal Home Loan Bank, 7.00%, 4/1/2009                                                  401,027
                 --------------------------------------------------------------------------------
        781,861  Federal Home Loan Bank, 7.00%, 4/1/2009                                                  765,489
                 --------------------------------------------------------------------------------
        494,000  Federal Home Loan Bank, 7.50%, 7/1/2001                                                  497,705
                 --------------------------------------------------------------------------------
        404,446  Federal Home Loan Bank, 7.50%, 5/1/2024                                                  395,346
                 --------------------------------------------------------------------------------
</TABLE>

FEDERATED MANAGED GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
   PRINCIPAL                                                                                          IN U.S.
    AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 MORTGAGE-BACKED SECURITIES--CONTINUED
                 --------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 --------------------------------------------------------------------------------
$       240,061  Federal National Mortgage Association, 7.50%, 6/1/2009                            $      239,685
                 --------------------------------------------------------------------------------
      1,923,670  Federal National Mortgage Association, 8.00%, 4/1/2009                                 1,923,670
                 --------------------------------------------------------------------------------
      1,067,803  Government National Mortgage Association, 9.00%, 1/15/2023                             1,113,516
                 --------------------------------------------------------------------------------
        247,931  Government National Mortgage Association, 7.50%, 5/15/2024                               240,724
                 --------------------------------------------------------------------------------  --------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $5,563,673)                         5,577,162
                 --------------------------------------------------------------------------------  --------------
                 INVESTMENT GRADE--7.4%
                 --------------------------------------------------------------------------------
                 AUTOMOTIVE--0.4%
                 --------------------------------------------------------------------------------
        150,000  GMAC, 7.25%, 4/30/99                                                                     148,015
                 --------------------------------------------------------------------------------  --------------
                 BANKING--0.9%
                 --------------------------------------------------------------------------------
        300,000  Chase Manhattan Corp., 9.00%, 2/24/99                                                    318,060
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--0.4%
                 --------------------------------------------------------------------------------
        150,000  Household Finance Corp., 6.45%, 2/1/2009                                                 129,581
                 --------------------------------------------------------------------------------  --------------
                 FINANCIAL INTERMEDIARIES--0.8%
                 --------------------------------------------------------------------------------
        300,000  Merrill Lynch & Co., Inc., 7.25%, 6/14/2004                                              302,118
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.6%
                 --------------------------------------------------------------------------------
        200,000  Georgia PAC Corp., 10.125%, 5/15/2000                                                    206,096
                 --------------------------------------------------------------------------------  --------------
                 GOVERNMENT AGENCY--0.5%
                 --------------------------------------------------------------------------------
        200,000  Tennessee Valley Authority, 7.318%, 5/31/99                                              202,096
                 --------------------------------------------------------------------------------  --------------
                 INSURANCE--0.6%
                 --------------------------------------------------------------------------------
        250,000  SunAmerica, Inc., 6.58%, 1/15/2002                                                       232,042
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.7%
                 --------------------------------------------------------------------------------
        100,000  News American Holdings, Inc., 7.50%, 3/1/2000                                             97,801
                 --------------------------------------------------------------------------------
        150,000  Valassis Inserts, Inc., 8.875%, 3/15/99                                                  155,727
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    253,528
                 --------------------------------------------------------------------------------  --------------
                 SOVEREIGN GOVERNMENT--1.4%
                 --------------------------------------------------------------------------------
$       300,000  Republic of Malta, 7.50%, 3/29/2009                                               $      281,424
                 --------------------------------------------------------------------------------
        100,000  Hydro Quebec, 7.375%, 2/1/2003                                                            96,498
                 --------------------------------------------------------------------------------
        141,000  Ontario Hydro, 9.25%, 5/1/95                                                             144,399
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    522,321
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--1.1%
                 --------------------------------------------------------------------------------
        200,000  Duke Power Co., 7.00%, 9/1/2005                                                          188,682
                 --------------------------------------------------------------------------------
        200,000  Gulf States Utilities Co., 6.75%, 10/1/98                                                195,566
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    384,248
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENT GRADE (IDENTIFIED COST, $2,658,101)                                   2,698,105
                 --------------------------------------------------------------------------------
<CAPTION>
    FOREIGN
   CURRENCY
  PAR AMOUNT     FOREIGN BONDS--6.9%
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.1%
                 --------------------------------------------------------------------------------
         50,000  State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                    41,312
                 --------------------------------------------------------------------------------  --------------
                 BELGUIM FRANC--0.3%
                 --------------------------------------------------------------------------------
      3,200,000  Belgian Foreign Government Guarantee, 10.00%, 4/5/96                                     103,202
                 --------------------------------------------------------------------------------  --------------
                 BRITISH POUND--0.8%
                 --------------------------------------------------------------------------------
        175,000  U.K. Conversion, 9.00%, 3/3/2000                                                         275,759
                 --------------------------------------------------------------------------------  --------------
                 CANADIAN DOLLAR--0.3%
                 --------------------------------------------------------------------------------
        150,000  Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                              103,776
                 --------------------------------------------------------------------------------  --------------
                 DEUTSCHE MARK--1.4%
                 --------------------------------------------------------------------------------
        325,000  Germany Bundesobligation, 8.875%, 1/22/96                                                214,677
                 --------------------------------------------------------------------------------
        250,000  Germany Bundesobligation, Deb., 7.25%, 10/20/97                                          162,565
                 --------------------------------------------------------------------------------
        200,000  Treuhandanstalt, 7.75%, 10/1/2002                                                        131,879
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    509,121
                 --------------------------------------------------------------------------------  --------------
                 FRENCH FRANC--0.7%
                 --------------------------------------------------------------------------------
        350,000  France O.A.T., 8.50%, 11/25/2002                                                  $      169,717
                 --------------------------------------------------------------------------------
        400,000  France O.A.T., 9.80%, 1/30/96                                                             77,636
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    247,353
                 --------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.3%
                 --------------------------------------------------------------------------------
    190,000,000  Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                 122,518
                 --------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--2.6%
                 --------------------------------------------------------------------------------
     20,000,000  Japan-111, 4.60%, 6/22/98                                                                208,226
                 --------------------------------------------------------------------------------
     25,000,000  Japan-89, 5.10%, 6/20/96                                                                 261,008
                 --------------------------------------------------------------------------------
     20,000,000  Japan-119, Foreign Government Guarantee, 4.80%, 6/21/99                                  209,406
                 --------------------------------------------------------------------------------
     25,000,000  Japan-133, 7.30%, 9/20/2000                                                              290,769
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    969,409
                 --------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.4%
                 --------------------------------------------------------------------------------
        250,000  Netherlands Government, 6.00%, 4/15/95                                                   141,244
                 --------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN BONDS (IDENTIFIED COST, $2,509,915)                                      2,513,694
                 --------------------------------------------------------------------------------
<CAPTION>
   PRINCIPAL
    AMOUNT       HIGH YIELD--4.8%
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.3%
                 --------------------------------------------------------------------------------
$       125,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                  127,813
                 --------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.4%
                 --------------------------------------------------------------------------------
        150,000  Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                            150,000
                 --------------------------------------------------------------------------------  --------------
                 CABLE T.V.--0.3%
                 --------------------------------------------------------------------------------
        125,000  Continental Cablevision, Inc., 9.50%. 8/1/2013                                           112,344
                 --------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.7%
                 --------------------------------------------------------------------------------
        125,000  Arcadian Partners LP, Sr. Note, Series B, 10.75%, 5/1/2005                               125,625
                 --------------------------------------------------------------------------------
$       125,000  Polymer Group, Inc., 12.25%, 7/15/2002                                            $      125,938
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    251,563
                 --------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.3%
                 --------------------------------------------------------------------------------
        125,000  Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                               113,906
                 --------------------------------------------------------------------------------  --------------
                 CONTAINERS & GLASS PRODUCTS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Owens Illinois, Inc., 10.50%, 6/15/2002                                                  127,188
                 --------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.3%
                 --------------------------------------------------------------------------------
        125,000  Grand Union Co., 12.25%, 7/15/2002                                                       109,062
                 --------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.3%
                 --------------------------------------------------------------------------------
        125,000  Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                             116,875
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.7%
                 --------------------------------------------------------------------------------
        125,000  Riverwood International Corp., 11.25%, 6/15/2002                                         130,625
                 --------------------------------------------------------------------------------
        125,000  Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                        116,250
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    246,875
                 --------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 --------------------------------------------------------------------------------
        125,000  American Standard, Inc., 10.50%, 6/1/2005                                                 79,375
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.4%
                 --------------------------------------------------------------------------------
        150,000  Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                            138,000
                 --------------------------------------------------------------------------------  --------------
                 STEEL--0.3%
                 --------------------------------------------------------------------------------
        125,000  Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                118,125
                 --------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.2%
                 --------------------------------------------------------------------------------
        125,000  Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                             77,187
                 --------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,803,680)                                         1,768,313
                 --------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE--0.3%
                 --------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.3%
                 --------------------------------------------------------------------------------
$        80,000  General Instrument Corp., 5.00%, 6/15/2000
                 (IDENTIFIED COST, $108,600)                                                       $      110,700
                 --------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $21,606,703)                                            21,688,566
                 --------------------------------------------------------------------------------  --------------
*CASH EQUIVALENTS--9.5%
- -------------------------------------------------------------------------------------------------
      1,875,000  U.S. Treasury Bill, 1/26/95                                                            1,830,361
                 --------------------------------------------------------------------------------
      1,635,000  **J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94                       1,635,000
                 --------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENT (AT AMORTIZED COST) (NOTE 2B)                                    3,465,361
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $35,965,290) (NOTE 2A)                        $   36,151,698+
                 --------------------------------------------------------------------------------  --------------
</TABLE>

  + The cost for federal income tax purposes amounts to $35,965,290. The net
    unrealized appreciation on a federal tax basis amounts to $186,408, and is
    comprised of $430,638 appreciation and $244,230 depreciation at July 31,
    1994.

 ++ The Fund's overall exposure to stocks is 35%, after adjustment for the use
    of Russell 2000 futures contracts.

  * The Fund holds cash equivalents as collateral for fifteen Russell 2000
    futures contracts it bought with a market value of $1,836,375. Consequently,
    the Fund's exposure to small cap stocks is 5.0% of the fund.

 ** The repurchase agreement is fully collateralized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated Funds.

(a) Non-income producing.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Company

Note: The categories of investments are shown as a percentage of net assets
($36,638,839) at
      July 31, 1994.

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

FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                     <C>        <C>
ASSETS:
- -------------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost; $35,965,290) (Notes 2A and 2B)
                                                                                                   $   36,151,698
- -------------------------------------------------------------------------------------------------
Cash                                                                                                        4,692
- -------------------------------------------------------------------------------------------------
Dividend and interest receivable                                                                          376,841
- -------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                           109,766
- -------------------------------------------------------------------------------------------------
Receivable for futures variation margin (Note 2F)                                                          13,875
- -------------------------------------------------------------------------------------------------
Deferred expenses (Note 2I)                                                                                51,521
- -------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                      36,708,393
- -------------------------------------------------------------------------------------------------  --------------
LIABILITIES:
- -------------------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                        $     500
- --------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                         1,111
- --------------------------------------------------------------------------------------
Accrued expenses                                                                           67,943
- --------------------------------------------------------------------------------------  ---------
     Total liabilities                                                                                     69,554
- -------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 3,620,278 shares of beneficial interest outstanding                                 $   36,638,839
- -------------------------------------------------------------------------------------------------  --------------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------------------------------------
Paid-in capital                                                                                    $   36,252,359
- -------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currency, and futures contracts                                                                120,644
- -------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                     104,147
- -------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                       161,689
- -------------------------------------------------------------------------------------------------  --------------
     Total Net Assets                                                                              $   36,638,839
- -------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- -------------------------------------------------------------------------------------------------
Institutional Service Shares ($34,095,554 / 3,368,810 shares of beneficial interest
outstanding)                                                                                               $10.12
- -------------------------------------------------------------------------------------------------  --------------
Select Shares ($2,543,285 / 251,468 shares of beneficial interest outstanding)                             $10.11
- -------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $748)                                                           $ 303,428
- ---------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $402)                                                              48,872
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income (Note 2C)                                                                        352,300
- ---------------------------------------------------------------------------------------------------------  ---------
EXPENSES:
- ---------------------------------------------------------------------------------------------------------
Investment advisory fee**                                                                       $  46,808
- ----------------------------------------------------------------------------------------------
Administrative personnel and services**                                                             2,540
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            21,500
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                          2,200
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          2,000
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       3,245
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                3,500
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  1,500
- ----------------------------------------------------------------------------------------------
Taxes                                                                                                  30
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                             984
- ----------------------------------------------------------------------------------------------
Distribution services fee**                                                                         2,952
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                         529
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                 87,788
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                                  $  46,808
- -----------------------------------------------------------------------------------
Waiver of distribution services fee**                                                      984     47,792
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                              39,996
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                312,304
- ---------------------------------------------------------------------------------------------------------  ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND FUTURES CONTRACTS:
- ---------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts (identified
cost basis)                                                                                                  104,147
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                       120,644
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts          224,791
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $ 537,095
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>

 * For the period from May 25, 1994 (date of initial public investment) to
   July 31, 1994.

** (See Note 4).

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


FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                  JULY 31, 1994*
                                                                                                   (UNAUDITED)
<S>                                                                                             <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------------------------
Net investment income                                                                             $      312,304
- ----------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($104,147 net gain, as computed for federal income tax purposes)
(Note 2E)                                                                                                104,147
- ----------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                   120,644
- ----------------------------------------------------------------------------------------------  ------------------
     Change in net assets resulting from operations                                                      537,095
- ----------------------------------------------------------------------------------------------  ------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)
- ----------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------------
     Institutional service shares                                                                       (142,941)
- ----------------------------------------------------------------------------------------------
     Select shares                                                                                        (7,674)
- ----------------------------------------------------------------------------------------------  ------------------
          Change in net assets resulting from distributions to shareholders                             (150,615)
- ----------------------------------------------------------------------------------------------  ------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ----------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                          38,372,316
- ----------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                         59,225
- ----------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                               (2,179,182)
- ----------------------------------------------------------------------------------------------  ------------------
     Change in net assets resulting from fund share transactions                                      36,252,359
- ----------------------------------------------------------------------------------------------  ------------------
          Change in net assets                                                                        36,638,839
- ----------------------------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------------------------
Beginning of period                                                                                     --
- ----------------------------------------------------------------------------------------------  ------------------
End of period (including undistributed net investment income of $161,689)                         $   36,638,839
- ----------------------------------------------------------------------------------------------  ------------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

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


FEDERATED MANAGED GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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

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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investments.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash or U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the financial futures contract is
     determined and any difference between such value and the original futures
     contract value is reflected in the "daily variation margin" account. Daily
     variation margin adjustments, arising from this "marking to market"
     process, are recorded by the Fund as unrealized gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering
     into futures contracts include the possibility that a change in the value
     of the contract may not correlate with changes in the value of the
     underlying securities. For the period ended the Fund had a realized gain of
     $138,797 on futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<S>                  <C>                          <C>         <C>
                              CONTRACTS                          UNREALIZED
    EXPIRATION               TO DELIVER/                        APPRECIATION
       DATE                    RECEIVE             POSITION    (DEPRECIATION)
  September 1994       15 Russell 2000 Futures       long         ($67,275)
                                                              -----------------
Net Unrealized Appreciation (Depreciation) on Futures
Contracts                                                         ($67,275)
                                                              -----------------
</TABLE>

G.   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.

H.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability of
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.

     At July 31, 1994 the portfolio was diversified with the following
     industries:

<TABLE>
<S>                         <C>        <C>                          <C>
Appliances                  0.04%      Health Care                  0.07%
Banking                     0.58       Insurance                    0.10
Beverage and Tobacco        0.10       Machinery                    0.26
Broadcasting                0.06       Merchandising                0.26
Building Supplies           0.21       Multi-Industry               0.50
Electronics Equipment       0.05       Real Estate                  0.07
Energy                      0.18       Textiles                     0.06
Finance                     0.06       Utilities                    0.64
</TABLE>

I.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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


(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED OCTOBER 31,
                                                                                                1994*
INSTITUTIONAL SERVICE SHARES                                                           SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                            3,579,228  $   35,844,784
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                             5,573          56,122
- -----------------------------------------------------------------------------------
Shares redeemed                                                                         (215,991)     (2,164,819)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Institutional Service Shares transactions               3,368,810  $   33,736,087
- -----------------------------------------------------------------------------------  -----------  --------------
<CAPTION>

                                                                                       YEAR ENDED OCTOBER 31,
                                                                                                1994*
SELECT SHARES                                                                          SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                              252,594  $    2,527,532
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               308           3,103
- -----------------------------------------------------------------------------------
Shares redeemed                                                                           (1,434)        (14,363)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Select Shares transactions                                251,468       2,516,272
- -----------------------------------------------------------------------------------  -----------  --------------
       Total net change resulting from Fund share transactions                         3,620,278  $   36,252,359
- -----------------------------------------------------------------------------------  -----------  --------------
</TABLE>

 * For the period from May 25, 1994 (date of initial public investment) to July
   31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, 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 its fee. The Adviser can modify or terminate this voluntary
waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of the average net
assets of the Fund for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $34,633 and $39,068, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,117 and $2,388, respectively, pursuant to this agreement.

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term obligations, for the
period ended
July 31, 1994 were as follows:

<TABLE>
<S>                                                                                                 <C>
PURCHASES                                                                                           $   42,719,963
- --------------------------------------------------------------------------------------------------  --------------
SALES                                                                                               $   10,222,883
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

                                                              September 30, 1994


[LOGO] MANAGED SERIES TRUST


FEDERATED MANAGED GROWTH AND INCOME FUND
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
   Absent the anticipated voluntary waiver, the Total Institutional Service
   Shares Operating Expenses are estimated to be 1.27%.
   For more information on Institutional Service Shares expenses, see
   "Summary of Fund Expenses" on page 1 of the Prospectus.
   
2. With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be
expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3. The following sentence should be added after the "Asset Category" Table
on page 3 of the                                Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the section entitled "Options."
   
4. RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Small Company Stocks.  Stocks in the small capitalization sector of the
   United States equity market have historically been more volatile in price
   than larger capitalization stocks, such as those included in the Standard
   & Poor's 500 Index.  See "Small Company Stocks" on page 5 of the
   Prospectus.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on page 7 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 8 of the Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   page 8 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks", a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
G00252-01-SS (5/94)


Federated Managed Growth and Income Fund
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Prospectus

The Institutional Service Shares of Federated Managed Growth and Income Fund
(the "Fund") offered by this prospectus represent interests in the Fund, which
is a diversified investment portfolio of Managed Series Trust (the "Trust"). The
Trust is an open-end management investment company (a mutual fund).

The investment objective of the Fund is to seek current income and capital
appreciation. The Fund invests in both bonds and stocks. Institutional Service
Shares are sold at net asset value.

The Institutional Service 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 Institutional Service Shares
involves investment risks, including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Institutional Service Shares and Select Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Bond Asset Categories                                                      3
      U.S. Treasury Securities                                                 3

      Mortgage-Backed Securities                                               4

      Investment-Grade Corporate Bonds                                         4
      High Yield Corporate Bonds                                               4
      Foreign Bonds                                                            4
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Utility Stocks                                                           4
      Small Company Stocks                                                     5
      Foreign Stocks                                                           5
    Cash Reserves Category                                                     5
    Acceptable Investments                                                     5
      U.S. Treasury and Other U.S. Government
         Securities                                                            5
      Mortgage-Backed Securities                                               6
         Collateralized Mortgage Obligations
           ("CMOs")                                                            6
         Real Estate Mortgage Investment
           Conduits ("REMICs")                                                 6
         Characteristics of Mortgage-
           Backed Securities                                                   7
      Corporate Bonds                                                          7

         Investment Risks                                                      8

      Equity Securities                                                        8
      Foreign Securities                                                       8

         Investment Risks                                                      8

      Cash Reserves                                                            9
         Repurchase Agreements                                                 9
    Investing in Securities of
      Other Investment Companies                                               9
    Restricted and Illiquid Securities                                         9
    When-Issued and Delayed
      Delivery Transactions                                                    9
    Lending of Portfolio Securities                                           10
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency
      Exchange Contracts                                                      10
    Options                                                                   11
    Futures and Options on Futures                                            11
      Risks                                                                   12

    Portfolio Turnover                                                        12

  Investment Limitations                                                      12

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Institutional Service Shares                                15
  Administration of the Fund                                                  15
    Administrative Services                                                   15
    Shareholder Services Plan                                                 15
    Custodian                                                                 15
    Transfer Agent and Dividend
      Disbursing Agent                                                        16
    Legal Counsel                                                             16
    Independent Public Accountants                                            16
  Brokerage Transactions                                                      16
  Expenses of the Fund and Institutional
    Service Shares                                                            16

Net Asset Value                                                               17
- ------------------------------------------------------

Investing in Institutional Service Shares                                     17
- ------------------------------------------------------

  Share Purchases                                                             17
    Through a Financial Institution                                           17
    By Wire                                                                   17
    By Mail                                                                   17
  Minimum Investment Required                                                 18
  What Shares Cost                                                            18
  Subaccounting Services                                                      18
  Systematic Investment Program                                               18
  Certificates and Confirmations                                              18
  Dividends                                                                   19
  Capital Gains                                                               19

Redeeming Institutional Service Shares                                        19
- ------------------------------------------------------

  Through a Financial Institution                                             19
  Telephone Redemption                                                        19
  Written Requests                                                            20
    Signatures                                                                20
    Receiving Payment                                                         20
  Systematic Withdrawal Program                                               20
  Accounts with Low Balances                                                  21

Shareholder Information                                                       21
- ------------------------------------------------------

  Voting Rights                                                               21
  Massachusetts Partnership Law                                               21

Tax Information                                                               21
- ------------------------------------------------------

  Federal Income Tax                                                          21
  Pennsylvania Corporate and
    Personal Property Taxes                                                   22

Performance Information                                                       22
- ------------------------------------------------------

Other Classes of Shares                                                       22
- ------------------------------------------------------

Appendix                                                                      24
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                   <C>        <C>
                                                  Institutional Service Shares
                                                Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)....................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).........                  None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)........................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable).............................                  None
Exchange Fee...................................................................................                  None
                                    Annual Institutional Service Shares Operating Expenses*
                                       (As a percentage of projected average net assets)
Management Fee (after waiver) (1)..............................................................                  0.48%
12b-1 Fee......................................................................................                  None
Total Other Expenses...........................................................................                  0.52%
    Shareholder Servicing Fee (2)..............................................................       0.00%
         Total Institutional Service Shares Operating Expenses (3).............................                  1.00%
</TABLE>

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


(2) The Institutional Service Shares have no present intention of paying or
    accruing the shareholder servicing fee. If Institutional Service Shares were
    paying or accruing the shareholder servicing fee, the Institutional Service
    Shares would be able to pay up to 0.25% of their average daily net assets
    for the shareholder servicing fee.

(3) The Total Institutional Service Shares Operating Expenses are estimated to
    be 1.27% absent the anticipated voluntary waiver of a portion of the
    management fee.


*  Total Institutional Service Shares Operating Expenses are based on average
   expenses expected to be incurred during the period ending January 31, 1995.
   During the course of this period, expenses may be more or less than the
   average amount shown.

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

<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..................................................     $10        $32
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class of
shares called Select Shares. Institutional Service Shares and Select Shares are
subject to certain of the same expenses; however, Select Shares are subject to a
12b-1 fee of up to 0.75%. See "Other Classes of Shares."

General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Institutional Service Shares and Select Shares. This prospectus relates only
to Institutional Service Shares.

Institutional Service Shares ("Shares") of the Fund are designed to give
institutions, individuals, and financial institutions acting in a fiduciary or
agency capacity a convenient means of accumulating an interest in a
professionally managed, diversified investment portfolio. A minimum initial
investment of $25,000 over a 90-day period is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek current income and capital
appreciation. The Fund will attempt to minimize investment risk by allocating
its assets across various stock and bond categories. There can be, of course, no
assurance that the Fund will achieve its investment objective. The Fund's
investment objective cannot be changed without the approval of shareholders.
Unless otherwise noted, the Fund's investment policies may be changed by the
Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: bonds
and stocks. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.

The Fund will invest between 50 and 70 percent of its assets in bonds. The bond
asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.


The Fund will invest between 30 and 50 percent of its assets in stocks. The
stock asset categories are large company stocks, utility stocks, small company
stocks, and foreign stocks.


The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
             Asset Category                  Range
<S>                                            <C>
Bonds                                           50-70%
U.S. Treasury Securities                         0-70%
Mortgage-Backed Securities                       0-35%
Investment Grade Corporate Bonds                 0-35%
High Yield Corporate Bonds                        0-7%
Foreign Bonds                                     0-7%

Stocks                                          30-50%
Large Company Stocks                             0-50%
Utility Stocks                                   0-20%
Small Company Stocks                            0-7.5%
Foreign Stocks                                  0-7.5%

Cash Reserves                                    0-15%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, large
company stocks are judged to be unusually attractive relative to other asset
categories, the allocation for large company stocks may be moved to its upper
limit. At other times when large company stocks appear to be overvalued, the
commitment may be moved down to a lesser allocation. There is no assurance,
however, that the adviser's attempts to pursue this strategy will result in a
benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. The average duration of the Fund's Bond Assets will
be not less than three nor more than five years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower expected
market volatility, and a lower average duration during periods of higher
expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 70 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 35 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 35 percent of its total
     assets in investment-grade corporate bonds. In certain cases, the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to 7 percent of its total assets in high yield corporate bonds. There is
     no minimal acceptable rating for a security to be purchased or held in the
     Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 7 percent of its total assets in foreign bonds.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 50 percent of its total assets in large
     company stocks.

     Utility Stocks.  Utility stocks are common stocks and securities
     convertible into or exchangeable for common stocks, such as rights and
     warrants, of utility companies. The Fund may invest up to
     20 percent of its total assets in utility stocks. Common stocks of
     utilities are generally characterized by higher dividend yields and lower
     growth rates than common stocks of industrial companies. Under normal
     market conditions, the higher income stream from utility stocks tends to
     make them less volatile than stocks of industrial companies.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price a number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small capitalization
     stocks. The Fund may invest up to 7.5 percent of its total assets in small
     company stocks.


     Stocks in the small capitalization sector of the United States equity
     market have historically been more volatile in price than larger
     capitalization stocks, such as those included in the Standard & Poor's 500
     Index. This is because, among other things, small companies have less
     certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa.


     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to 7.5 percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is desirable, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 15 percent of
its total assets in cash reserves.

Acceptable Investments

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgaged-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

         Because the cash flow is distributed sequentially instead of pro rata
         as with pass-through securities, the cash flows and average lives of
         CMOs are more predictable, and there is a period of time during which
         the investors in the longer-maturity classes receive no principal
         paydowns. The interest portion of these payments is distributed by the
         Fund as income and the capital portion is reinvested.

         The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To
         qualify as a REMIC, substantially all of the assets of the entity
         must be in assets directly or indirectly secured principally by real
         property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions to holders of mortgage-backed
         securities include both interest and principal payments. Principal
         payments represent the amortization of the principal of the underlying
         mortgages and any prepayments of principal due to prepayment,
         refinancing, or foreclosure of the underlying mortgages. Although
         maturities of the underlying mortgage loans may range up to 30 years,
         amortization and prepayments substantially shorten the effective
         maturities of mortgage-backed securities. Due to these features,
         mortgage-backed securities are less effective as a means of "locking
         in" attractive long-term interest rates than fixed-income securities
         which pay only a stated amount of interest until maturity, when the
         entire principal amount is returned. This is caused by the need to
         reinvest at lower interest rates both distributions of principal
         generally and significant prepayments which become more likely as
         mortgage interest rates decline. Since comparatively high interest
         rates cannot be effectively "locked in," mortgage-backed securities may
         have less potential for capital appreciation during periods of
         declining interest rates than other non-callable, fixed-income
         government securities of comparable stated maturities. However,
         mortgage-backed securities may experience less pronounced declines in
         value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments on the
         underlying mortgages. Therefore, interest-only SMBSs generally increase
         in value as interest rates rise and decrease in value as interest rates
         fall, counter to changes in value experienced by most fixed-income
         securities. The Fund's adviser intends to use this characteristic of
         interest-only SMBSs to reduce the effects of interest rate changes on
         the value of the Fund's portfolio, while continuing to pursue the
         Fund's investment objective.


     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:


      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's
     rating is reduced below the required minimum after the Fund has purchased
     it, the Fund is not required to sell the security, but may consider doing
     so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks.  Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Utility stocks are common stocks of utility companies, including water
     companies, companies that produce, transmit, or distribute gas and electric
     energy and those companies that provide communications facilities, such as
     telephone and telegraph companies. Foreign stocks are equity securities of
     foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's (Aaa, Aa, A or Baa) or
     by Standard & Poor's (AAA, AA, A or BBB) or are unrated if determined to be
     of equivalent quality by the Fund's adviser.


         Investment Risks. _Investments in foreign securities involve special
         risks that differ from those associated with investments in domestic
         securities. The risks associated with investments in foreign securities
         apply to securities issued by foreign corporations and sovereign
         governments. These risks relate to political and economic developments
         abroad, as well as those that result from the differences between the
         regulation of domestic securities and issuers and foreign securities
         and issuers. These risks may include, but are not limited to,
         expropriation, confiscatory taxation, currency fluctuations,
         withholding taxes on interest,

         limitations on the use or transfer of Fund assets, political or social
         instability and adverse diplomatic developments. It may also be more
         difficult to enforce contractual obligations or obtain court judgments
         abroad than would be the case in the United States because of
         differences in the legal systems. If the issuer of the debt or the
         governmental authorities that control the repayment of the debt may be
         unable or unwilling to repay principal or interest when due in
         accordance with the terms of such debt, the Fund may have limited legal
         recourse in the event of default. Moreover, individual foreign
         economies may differ favorably or unfavorably from the domestic economy
         in such respects as growth of gross national product, the rate of
         inflation, capital reinvestment, resource self-sufficiency and balance
         of payments position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks.  To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures 
contracts as a hedge to attempt to protect its portfolio
securities against decreases in value. When the Fund writes a call option on a 
futures contract, it is undertaking the obligation of
selling a futures contract at a fixed price at any time during a specified 
period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but 
not obligated) to sell a futures contract at the fixed
price during the life of the option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5
percent of the market value of the Fund's total assets. When the Fund purchases
futures contracts, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security or will make deposits to collateralize the
position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in connection with the sale
      of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to .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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since the
     Fund's inception. In allocating the Fund's assets, Mr. Ritter evaluates the
     market environment and economic outlook, utilizing the services of the
     investment adviser's economist and strategist. Mr.Ritter joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1992. From 1988 until 1991, Mr. Ritter acted as an
     Assistant Vice President. Mr. Ritter is a Chartered Financial Analyst and
     received his M.B.A. in Finance from the University of Chicago and his
     M.S. in Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as a Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the Fund's
     investment adviser since 1991. Mr. Balestrino served as an investment
     analyst of the investment adviser 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.A. in Urban
     and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in 1989 as an
     Assistant Vice President of the Fund's investment adviser. Mr. Bauer was an
     Assistant Vice President of the International Banking Division at
     Pittsburgh National Bank from 1982 until 1989. Mr. Bauer is a Chartered
     Financial Analyst and received his M.B.A. in Finance from Pennsylvania
     State University.

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.

     Christopher H. Wiles is the portfolio manager for the utility stocks asset
     category, and has been one of the Fund's portfolio managers since its
     inception. Mr. Wiles joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since 1992. Mr. Wiles served as
     Assistant Vice President of the Fund's investment adviser from 1990 until
     1992. Mr. Wiles was a portfolio manager at Mellon Bank from 1986 until
     1990. Mr. Wiles is a Chartered Financial Analyst and received his M.B.A. in
     Finance from Cleveland State University.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this category since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.


Distribution of Institutional Service Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.

Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions would
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution would receive payments from the Fund
at a rate not exceeding .25 of 1% of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services would include, but not be limited to, the provision of
personal service and maintenance of shareholder accounts.

In addition to receiving the payments under the Services Plan, financial
institutions could be compensated by the distributor, who could be reimbursed by
the adviser, or affiliates thereof, for providing administrative support
services to holders of Shares. These payments would be made directly by the
distributor, and will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Institutional Service Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, no expenses are allocated to the Shares as a class. However, the
Trustees reserves the right to allocate certain other expenses to holders of
Shares as it deems 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 Shares; fees under the Fund's
Shareholder Services Plan, if any; 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 registration fees paid to state securities
commissions; expenses related to administrative personnel and services as
required to support holders of Shares; legal fees relating solely to Shares; and
Trustees' fees incurred as a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Institutional Service Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents must purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Growth and Income
Fund--Institutional Service Shares; Fund Number (this number can be found on the
account statement or by contacting the Fund); Group Number or Wire Order Number;
Nominee or Institution Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Growth and Income Fund--Institutional Service Shares to Federated
Services Company, c/o State Street Bank and Trust Company, P.O. Box 8602,
Boston, Massachusetts 02266-8602. Orders by mail are considered
received after payment by check is converted by State Street Bank into federal
funds. This is normally the next business day after State Street Bank receives
the check.


Minimum Investment Required

The minimum initial investment in Shares is $25,000. However, an account may be
opened with a smaller amount as long as the $25,000 minimum is reached within 90
days. An institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account had been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

Detailed confirmations of each purchase or redemption are sent to each
shareholder. Quarterly confirmations are sent to report dividends paid during
that quarter.

Dividends

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Unless shareholders request cash payments by writing
the Fund, dividends are automatically reinvested in additional Shares of the
Fund on payment dates at the ex-dividend date net asset value without a sales
charge.

Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Institutional Service Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 $25,000. A shareholder may apply for participation in this
program through Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000. This
requirement does not apply, however, if the balance falls below $25,000 because
of changes in the Fund's net asset value. Before Shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Institutional Service
Shares and Select Shares. Because Select Shares are subject to 12b-1 fees, the
total return and yield for Institutional Service Shares, for the same period,
will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Institutional
Service Shares using certain financial publications and/or compare the
performance of Institutional Service Shares to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Select Shares are sold primarily to retail and private banking customers of
financial institutions. Select Shares are sold at net asset value. Investments
in Select Shares are subject to a minimum initial investment of $1,500.

Select Shares are distributed pursuant to a 12b-1 Plan adopted by the Trust
whereby the distributor is paid a fee of .75 of 1% of the Select Shares' average
daily net assets. Select Shares are also subject to a Shareholder Services Plan
fee of .25 of 1%.

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

The amount of dividends payable to Institutional Service Shares will exceed that
of Select Shares by the difference between Class Expenses and distribution
expenses borne by shares of each respective class.

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

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 rated 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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Growth and Income Fund
                   Institutional Service Shares                           Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Federated Managed
Growth and Income Fund
Institutional Service Shares
Prospectus

A Diversified Portfolio
of Managed Series Trust,
an Open-End Management
Investment Company


Prospectus dated March 11, 1994


3122007A-ISS (3/94)


               FEDERATED
          MANAGED GROWTH AND
              INCOME FUND

      [LOGO] MANAGED SERIES TRUST

             ------------
             SELECT SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

           Federated Managed
   Growth and Income Fund is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K404
       G00524-01 (9/94)


FEDERATED MANAGED GROWTH AND INCOME FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
SELECT SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Growth and Income Fund--Select Shares after page 1, following the
     section entitled "Summary of Fund Expenses" and before the section
     entitled "General Information." In addition, please add the heading
     "Financial Highlights--Select Shares" to the Table of Contents page, after
     the heading "Summary of Fund Expenses."

FEDERATED MANAGED GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
Net asset value, beginning of period                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.08
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency transactions,
  and futures contracts                                                                                    0.07
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.15
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.04)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.11
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             1.49%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.36%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    4.29%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.00%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $   2,543
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    36%
- -------------------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 4:

"Yankee bonds, which are U.S. dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 C.  The following should be added as a sub-section under the section entitled
     "High Yield Corporate Bonds" on page 4. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 D.  Please delete the section entitled "Small Company Stocks" on page 5 and
     replace it with the following. In addition, please add the heading
     "Investment Risks" to the Table of Contents page after "Small Company
     Stocks."

"SMALL COMPANY STOCKS. Small company stocks are common stocks and securities
convertible into or exchangeable for common stocks, such as rights and warrants,
of companies with a market capitalization (market price x number of shares
outstanding) below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the United States equity market. These stocks are
comparable to, but not limited to, the stocks comprising the Russell 2000 Index,
an index of small capitalization stocks. The Fund may invest up to 7.5 percent
of its total assets in small company stocks.

     INVESTMENT RISKS. Stocks in the small capitalization sector of the United
     States equity market have historically been more volatile in price than
     larger capitalization stocks, such as those included in the Standard &
     Poor's 500 Index. This is because, among other things, small companies have
     less certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some
     degree, fluctuate independently of the stocks of large companies; that is,
     the stocks of small companies may decline in price as the price of large
     company stocks rises or vice versa."

 E.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds," which begins on page 7. In addition,
     please delete the heading "Investment Risks" which appears immediately
     following the heading "Corporate Bonds" on the Table of Contents page.

 F.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 G.  Please delete the first sentence of the tenth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."

 H.  Please add the following as the last paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 I.   Please delete the first five paragraphs of the section entitled
      "Distribution Plan," which begins on page 15 and replace them with the
      following. In addition, please delete the heading "Distribution Plan"
      from the Table of Contents page and replace it with the heading
      "Distribution and Shareholder Services Plans."

"DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. 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 the Select 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 Trust has adopted a Shareholder Service Plan (the 'Services
Plan') under which the Fund may make payments up to 0.25 of 1% of the average
daily net asset value of the Select Shares to obtain certain personal services
for shareholders and the maintenance of shareholder accounts ('shareholder
services'). The Trust has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Trust and Federated Shareholder
Services."

 J.   Please insert the following section entitled "Other Payments to Financial
      Institutions" after the new section entitled "Distribution and
      Shareholder Services Plans," which begins on page 15. In addition, please
      add the heading "Other Payments to Financial Institutions" to the Table
      of Contents page after the heading "Distribution and Shareholder Services
      Plans."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Distribution and Services Plans, financial institutions may be
compensated by the distributor, who may be reimbursed by the adviser, or
affiliates thereof, for providing administrative support services to holders of
Shares. These payments will be made directly by the distributor and will not be
made from the assets of the Fund."

 K.  Please delete the section entitled "Administrative Services" on page 16
     and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 L.  Please delete the section entitled "Shareholder Services Plan" on page 16.
     In addition, please delete the heading "Shareholder Services Plan" from
     the Table of Contents page.


 M. Please insert the following as the last sentence of the first paragraph in
    the section entitled "Voting Rights" on page 22:

"As of September 6, 1994, IU & Co. of Columbus, Indiana, acting in various
capacities for numerous accounts, was the owner of record of 119,609 Select
Shares (38.89%) of Federated Managed Growth and Income 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."


 N.  Please insert the following "Financial Highlights" table for Federated
     Managed Growth and Income Fund--Institutional Service Shares after page
     24, following the section entitled "Other Classes of Shares." In addition,
     please add the heading "Financial Highlights-- Institutional Service
     Shares" to the Table of Contents page after the heading "Other Classes of
     Shares."

FEDERATED MANAGED GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.09
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency transactions,
  and futures contracts                                                                                    0.07
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.16
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.04)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.12
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             1.64%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.59%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    5.05%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         0.75%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                               $34,096
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    36%
- -------------------------------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 O.  Please insert the following Financial Statements after the section
     entitled "Financial Highlights--Institutional Service Shares" and before
     the section entitled "Appendix." In addition, please add the heading
     "Financial Statements" to the Table of Contents page, after the heading
     "Financial Highlights--Institutional Service Shares."

FEDERATED MANAGED GROWTH AND INCOME FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
                                                                                                      IN U.S.
    SHARES                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
STOCKS--30.0%++
- -------------------------------------------------------------------------------------------------
                 LARGE COMPANY--17.5%
                 --------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.6%
                 --------------------------------------------------------------------------------
          2,600  (a)FMC Corp.                                                                      $      152,750
                 --------------------------------------------------------------------------------
          2,600  Lubrizol Corp.                                                                            88,075
                 --------------------------------------------------------------------------------
          3,500  Phelps Dodge Corp.                                                                       216,125
                 --------------------------------------------------------------------------------
          5,500  Praxair, Inc.                                                                            123,750
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    580,700
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--0.7%
                 --------------------------------------------------------------------------------
          4,000  Ford Motor Co.                                                                           127,000
                 --------------------------------------------------------------------------------
          2,200  General Motors Corp.                                                                     113,025
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    240,025
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--2.2%
                 --------------------------------------------------------------------------------
          1,700  Avon Products, Inc.                                                                       96,262
                 --------------------------------------------------------------------------------
          2,800  Eastman Kodak Co.                                                                        135,450
                 --------------------------------------------------------------------------------
          7,100  Mattel, Inc.                                                                             196,138
                 --------------------------------------------------------------------------------
          2,800  Philip Morris Cos., Inc.                                                                 154,000
                 --------------------------------------------------------------------------------
          3,500  Reebok International, Ltd.                                                               124,250
                 --------------------------------------------------------------------------------
         12,500  (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                             84,375
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    790,475
                 --------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--1.2%
                 --------------------------------------------------------------------------------
          5,000  American Stores Co.                                                               $      129,375
                 --------------------------------------------------------------------------------
          3,700  Sears, Roebuck & Co.                                                                     174,825
                 --------------------------------------------------------------------------------
          5,800  (a)Tele-Communications, Inc.                                                             135,213
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    439,413
                 --------------------------------------------------------------------------------  --------------
                 ENERGY--2.2%
                 --------------------------------------------------------------------------------
          4,600  Baker Hughes, Inc.                                                                        97,175
                 --------------------------------------------------------------------------------
          3,700  Chevron Corp.                                                                            164,187
                 --------------------------------------------------------------------------------
          2,000  Mapco, Inc.                                                                              121,250
                 --------------------------------------------------------------------------------
            800  Noram Energy Corp.                                                                         4,800
                 --------------------------------------------------------------------------------
          2,600  Peoples Energy Corp.                                                                      66,625
                 --------------------------------------------------------------------------------
          2,500  Texaco, Inc.                                                                             158,750
                 --------------------------------------------------------------------------------
          6,000  USX Marathon Group                                                                       104,250
                 --------------------------------------------------------------------------------
          1,600  (a)Western Atlas, Inc.                                                                    77,800
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    794,837
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--2.8%
                 --------------------------------------------------------------------------------
          2,000  AMLI Residential Properties                                                               43,000
                 --------------------------------------------------------------------------------
          1,800  Bankers Trust of New York                                                                120,600
                 --------------------------------------------------------------------------------
          3,400  Citicorp                                                                                 140,250
                 --------------------------------------------------------------------------------
          2,300  Dean Witter, Discover & Co.                                                               92,287
                 --------------------------------------------------------------------------------
          1,400  Dreyfus Corp.                                                                             69,300
                 --------------------------------------------------------------------------------
          1,300  Federal National Mortgage Association                                                    112,775
                 --------------------------------------------------------------------------------
          1,200  Mellon Bank Corp.                                                                         68,700
                 --------------------------------------------------------------------------------
          4,200  PNC Bank Corp.                                                                           120,750
                 --------------------------------------------------------------------------------
          2,300  Transamerica Corp.                                                                       116,725
                 --------------------------------------------------------------------------------
          4,700  Travelers, Inc.                                                                   $      155,688
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                  1,040,075
                 --------------------------------------------------------------------------------  --------------
                 HEALTHCARE--1.3%
                 --------------------------------------------------------------------------------
          2,600  American Home Products Corp.                                                             149,175
                 --------------------------------------------------------------------------------
          2,300  Beckton, Dickinson & Co.                                                                  96,887
                 --------------------------------------------------------------------------------
          2,300  Bristol-Myers Squibb Co.                                                                 121,037
                 --------------------------------------------------------------------------------
          3,000  U.S. Healthcare, Inc.                                                                    113,625
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    480,724
                 --------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--1.4%
                 --------------------------------------------------------------------------------
            900  Deere & Co.                                                                               63,113
                 --------------------------------------------------------------------------------
          2,100  General Electric Co.                                                                     105,787
                 --------------------------------------------------------------------------------
          2,100  (a)Litton Industries, Inc.                                                                77,963
                 --------------------------------------------------------------------------------
          1,100  Loews Corp.                                                                               97,075
                 --------------------------------------------------------------------------------
          3,200  Textron, Inc.                                                                            170,400
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    514,338
                 --------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--2.1%
                 --------------------------------------------------------------------------------
          4,800  General Motors Corp., Class "E"                                                          169,200
                 --------------------------------------------------------------------------------
          1,900  Hewlett-Packard Co.                                                                      147,487
                 --------------------------------------------------------------------------------
          3,400  Martin-Marietta Corp.                                                                    154,275
                 --------------------------------------------------------------------------------
          2,600  Raytheon Co.                                                                             170,625
                 --------------------------------------------------------------------------------
          3,900  Rockwell International Corp.                                                             139,913
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    781,500
                 --------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.3%
                 --------------------------------------------------------------------------------
          4,200  Ryder Systems, Inc.                                                                      109,725
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--1.7%
                 --------------------------------------------------------------------------------
          2,900  AT&T Corp.                                                                        $      158,412
                 --------------------------------------------------------------------------------
            800  British Telecommunications, ADR                                                           47,300
                 --------------------------------------------------------------------------------
          3,600  Duke Power Co.                                                                           137,700
                 --------------------------------------------------------------------------------
          1,900  Enron Corp.                                                                               61,513
                 --------------------------------------------------------------------------------
          4,400  MCI Communications Corp.                                                                 100,100
                 --------------------------------------------------------------------------------
          2,100  Telefonos De Mexico, SA, ADR                                                             127,575
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    632,600
                 --------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $6,397,281)                                      6,404,412
                 --------------------------------------------------------------------------------  --------------
                 UTILITY--9.7%
                 --------------------------------------------------------------------------------
                 UTILITIES--9.7%
                 --------------------------------------------------------------------------------
          6,000  Ameritech Corp.                                                                          246,000
                 --------------------------------------------------------------------------------
          2,900  Baltimore Gas & Electric Co.                                                              66,337
                 --------------------------------------------------------------------------------
          4,300  Bell Atlantic Corp.                                                                      243,487
                 --------------------------------------------------------------------------------
          3,900  BellSouth Corp.                                                                          243,750
                 --------------------------------------------------------------------------------
          2,800  Cincinnati Gas & Electric Co.                                                             62,650
                 --------------------------------------------------------------------------------
          2,900  CMS Energy Corp.                                                                          65,612
                 --------------------------------------------------------------------------------
          2,300  Consolidated Edison Co. of New York                                                       66,125
                 --------------------------------------------------------------------------------
          3,100  DPL, Inc.                                                                                 63,163
                 --------------------------------------------------------------------------------
          2,000  DQE                                                                                       60,250
                 --------------------------------------------------------------------------------
          2,500  Entergy Corp.                                                                             63,750
                 --------------------------------------------------------------------------------
          2,000  FPL Group, Inc.                                                                           63,250
                 --------------------------------------------------------------------------------
          2,300  Florida Progress Corp.                                                                    64,400
                 --------------------------------------------------------------------------------
          7,700  GTE Corp.                                                                                244,475
                 --------------------------------------------------------------------------------
          2,300  General Public Utilities Corp.                                                            59,225
                 --------------------------------------------------------------------------------
          1,600  MCN Corp.                                                                                 63,800
                 --------------------------------------------------------------------------------
          2,100  Nipso Industries, Inc.                                                            $       61,425
                 --------------------------------------------------------------------------------
          2,800  Northeast Utilities Co.                                                                   65,450
                 --------------------------------------------------------------------------------
          6,300  Nynex Corp.                                                                              242,550
                 --------------------------------------------------------------------------------
          3,100  Pacific Enterprises                                                                       63,550
                 --------------------------------------------------------------------------------
          3,600  Pacificorp.                                                                               63,900
                 --------------------------------------------------------------------------------
          2,300  Peco Energy Co.                                                                           60,087
                 --------------------------------------------------------------------------------
          3,600  Pinnacle West Capital Corp.                                                               63,450
                 --------------------------------------------------------------------------------
          2,800  PSI Resources, Inc.                                                                       61,950
                 --------------------------------------------------------------------------------
          2,400  Public Service Enterprises Group                                                          66,600
                 --------------------------------------------------------------------------------
          3,000  Sonat, Inc.                                                                               99,375
                 --------------------------------------------------------------------------------
          4,900  Southern Co.                                                                              95,550
                 --------------------------------------------------------------------------------
          7,100  Southern New England Telecommunications Corp.                                            244,063
                 --------------------------------------------------------------------------------
          5,400  Southwestern Bell Corp.                                                                  226,800
                 --------------------------------------------------------------------------------
          3,000  UGI Corp.                                                                                 63,375
                 --------------------------------------------------------------------------------
          5,400  U.S. West, Inc.                                                                          217,350
                 --------------------------------------------------------------------------------
          2,000  Utilicorp United, Inc.                                                                    59,500
                 --------------------------------------------------------------------------------
          2,200  Western Resources, Inc.                                                                   61,875
                 --------------------------------------------------------------------------------
          6,100  Westinghouse Electric Corp., Conv. Pfd., Series C                                         80,819
                 --------------------------------------------------------------------------------  --------------
                 TOTAL UTILITIES (IDENTIFIED COST, $3,488,601)                                          3,573,943
                 --------------------------------------------------------------------------------  --------------
                 FOREIGN EQUITY--2.8%
                 --------------------------------------------------------------------------------
                 AUSTRALIA--0.1%
                 --------------------------------------------------------------------------------
          6,400  Australian Consolidated Press, Ltd.                                                       20,830
                 --------------------------------------------------------------------------------  --------------
                 BELGIUM--0.0%
                 --------------------------------------------------------------------------------
            300  Delhaize-Le Lion                                                                          11,669
                 --------------------------------------------------------------------------------  --------------
                 FINLAND--0.1%
                 --------------------------------------------------------------------------------
            200  Kone Corp. 'B'                                                                    $       20,835
                 --------------------------------------------------------------------------------  --------------
                 HONG KONG--0.1%
                 --------------------------------------------------------------------------------
          5,400  Cheung Kong Holdings                                                                      26,494
                 --------------------------------------------------------------------------------  --------------
                 JAPAN--1.4%
                 --------------------------------------------------------------------------------
          1,000  Bank of Tokyo                                                                             15,493
                 --------------------------------------------------------------------------------
          1,000  Dai-Ichi Kangyo Bank                                                                      18,991
                 --------------------------------------------------------------------------------
          3,000  Fuji Bank                                                                                 67,770
                 --------------------------------------------------------------------------------
          2,000  Hitachi, Ltd.                                                                             19,291
                 --------------------------------------------------------------------------------
          2,000  Industrial Bank of Japan                                                                  60,373
                 --------------------------------------------------------------------------------
          1,000  Ito Yokado Co.                                                                            52,676
                 --------------------------------------------------------------------------------
          4,000  Kawasaki Heavy Industries                                                                 17,672
                 --------------------------------------------------------------------------------
          3,000  Kirin Brewery Co., LTD.                                                                   37,183
                 --------------------------------------------------------------------------------
          1,000  Matsushita Electric Industries                                                            16,393
                 --------------------------------------------------------------------------------
          1,000  Mitsubishi Trucking & Banking                                                             15,993
                 --------------------------------------------------------------------------------
          4,000  Mitsubishi Heavy Industries                                                               31,066
                 --------------------------------------------------------------------------------
          3,000  Mitsukoshi, Ltd.                                                                          31,186
                 --------------------------------------------------------------------------------
          1,000  Nomura Securities Co., Ltd.                                                               22,090
                 --------------------------------------------------------------------------------
          1,000  Sakura Bank, Ltd.                                                                         14,094
                 --------------------------------------------------------------------------------
          1,000  Sumitomo Bank                                                                             20,191
                 --------------------------------------------------------------------------------
          6,000  Sumitomo Heavy Industries                                                                 24,349
                 --------------------------------------------------------------------------------
          2,000  Takeda Chemical Industries                                                                24,789
                 --------------------------------------------------------------------------------
          3,000  Tokio Marine & Fire                                                                       38,383
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    527,983
                 --------------------------------------------------------------------------------  --------------
                 NETHERLANDS--0.1%
                 --------------------------------------------------------------------------------
            200  Royal Dutch Petroleum Co.                                                                 22,600
                 --------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   SHARES OR                                                                                           VALUE
   PRINCIPAL                                                                                          IN U.S.
    AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
STOCKS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 --------------------------------------------------------------------------------
                 UNITED KINGDOM--0.5%
                 --------------------------------------------------------------------------------
          7,000  British Petroleum PLC                                                             $       44,621
                 --------------------------------------------------------------------------------
          7,000  Coats Viyella PLC                                                                         22,797
                 --------------------------------------------------------------------------------
          3,000  Eastern Electricity PLC                                                                   30,005
                 --------------------------------------------------------------------------------
          3,000  Midlands Electricity PLC                                                                  30,375
                 --------------------------------------------------------------------------------
          2,000  RMC Group PLC                                                                             29,372
                 --------------------------------------------------------------------------------
          4,000  Williams Holdings PLC                                                                     22,318
                 --------------------------------------------------------------------------------
          2,000  Wolseley PLC                                                                              25,467
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    204,955
                 --------------------------------------------------------------------------------  --------------
                 REGISTERED INVESTMENT COMPANIES--0.5%
                 --------------------------------------------------------------------------------
          5,400  France Growth Fund, Inc.                                                                  59,400
                 --------------------------------------------------------------------------------
          5,700  Germany Fund, Inc.                                                                        68,400
                 --------------------------------------------------------------------------------
          1,500  (a)Italy Fund, Inc.                                                                       15,750
                 --------------------------------------------------------------------------------
          2,000  Swiss Helvetia Fund, Inc.                                                                 40,500
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    184,050
                 --------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $1,007,344)                                     1,019,416
                 --------------------------------------------------------------------------------  --------------
                 TOTAL STOCK (IDENTIFIED COST, $10,893,226)                                            10,997,771
                 --------------------------------------------------------------------------------  --------------
BONDS--59.2%
- -------------------------------------------------------------------------------------------------
                 TREASURY--24.6%
                 --------------------------------------------------------------------------------
$     9,450,000  U.S. Treasury Notes, 5.125%, 4/30/98 (IDENTIFIED COST, $8,962,734)                     9,020,592
                 --------------------------------------------------------------------------------  --------------
                 MORTGAGE-BACKED SECURITIES--15.2%
                 --------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--15.2%
                 --------------------------------------------------------------------------------
        409,604  Federal Home Loan Bank, 7.00%, 4/1/2009                                                  401,027
                 --------------------------------------------------------------------------------
        781,861  Federal Home Loan Bank, 7.00%, 4/1/2009                                                  765,489
                 --------------------------------------------------------------------------------
        494,000  Federal Home Loan Bank, 7.50%, 7/1/2001                                                  497,705
                 --------------------------------------------------------------------------------
        404,446  Federal Home Loan Bank, 7.50%, 5/1/2024                                                  395,346
                 --------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
   PRINCIPAL                                                                                          IN U.S.
    AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 MORTGAGE-BACKED SECURITIES--CONTINUED
                 --------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 --------------------------------------------------------------------------------
$       240,061  Federal National Mortgage Association, 7.50%, 6/1/2009                            $      239,685
                 --------------------------------------------------------------------------------
      1,923,670  Federal National Mortgage Association, 8.00%, 4/1/2009                                 1,923,670
                 --------------------------------------------------------------------------------
      1,067,803  Government National Mortgage Association, 9.00%, 1/15/2023                             1,113,516
                 --------------------------------------------------------------------------------
        247,931  Government National Mortgage Association, 7.50%, 5/15/2024                               240,724
                 --------------------------------------------------------------------------------  --------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $5,563,673)                         5,577,162
                 --------------------------------------------------------------------------------  --------------
                 INVESTMENT GRADE--7.4%
                 --------------------------------------------------------------------------------
                 AUTOMOTIVE--0.4%
                 --------------------------------------------------------------------------------
        150,000  GMAC, 7.25%, 4/30/99                                                                     148,015
                 --------------------------------------------------------------------------------  --------------
                 BANKING--0.9%
                 --------------------------------------------------------------------------------
        300,000  Chase Manhattan Corp., 9.00%, 2/24/99                                                    318,060
                 --------------------------------------------------------------------------------  --------------
                 FINANCE--0.4%
                 --------------------------------------------------------------------------------
        150,000  Household Finance Corp., 6.45%, 2/1/2009                                                 129,581
                 --------------------------------------------------------------------------------  --------------
                 FINANCIAL INTERMEDIARIES--0.8%
                 --------------------------------------------------------------------------------
        300,000  Merrill Lynch & Co., Inc., 7.25%, 6/14/2004                                              302,118
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.6%
                 --------------------------------------------------------------------------------
        200,000  Georgia PAC Corp., 10.125%, 5/15/2000                                                    206,096
                 --------------------------------------------------------------------------------  --------------
                 GOVERNMENT AGENCY--0.5%
                 --------------------------------------------------------------------------------
        200,000  Tennessee Valley Authority, 7.318%, 5/31/99                                              202,096
                 --------------------------------------------------------------------------------  --------------
                 INSURANCE--0.6%
                 --------------------------------------------------------------------------------
        250,000  SunAmerica, Inc., 6.58%, 1/15/2002                                                       232,042
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.7%
                 --------------------------------------------------------------------------------
        100,000  News American Holdings, Inc., 7.50%, 3/1/2000                                             97,801
                 --------------------------------------------------------------------------------
        150,000  Valassis Inserts, Inc., 8.875%, 3/15/99                                                  155,727
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    253,528
                 --------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       VALUE
   PRINCIPAL                                                                                          IN U.S.
    AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- -------------------------------------------------------------------------------------------------
                 INVESTMENT GRADE--CONTINUED
                 --------------------------------------------------------------------------------
                 SOVEREIGN GOVERNMENT--1.4%
                 --------------------------------------------------------------------------------
$       300,000  Republic of Malta, 7.50%, 3/29/2009                                               $      281,424
                 --------------------------------------------------------------------------------
        100,000  Hydro Quebec, 7.375%, 2/1/2003                                                            96,498
                 --------------------------------------------------------------------------------
        141,000  Ontario Hydro, 9.25%, 5/1/95                                                             144,399
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    522,321
                 --------------------------------------------------------------------------------  --------------
                 UTILITIES--1.1%
                 --------------------------------------------------------------------------------
        200,000  Duke Power Co., 7.00%, 9/1/2005                                                          188,682
                 --------------------------------------------------------------------------------
        200,000  Gulf States Utilities Co., 6.75%, 10/1/98                                                195,566
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    384,248
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENT GRADE (IDENTIFIED COST, $2,658,101)                                   2,698,105
                 --------------------------------------------------------------------------------
<CAPTION>
    FOREIGN
   CURRENCY
  PAR AMOUNT     FOREIGN BONDS--6.9%
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.1%
                 --------------------------------------------------------------------------------
         50,000  State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                    41,312
                 --------------------------------------------------------------------------------  --------------
                 BELGUIM FRANC--0.3%
                 --------------------------------------------------------------------------------
      3,200,000  Belgian Foreign Government Guarantee, 10.00%, 4/5/96                                     103,202
                 --------------------------------------------------------------------------------  --------------
                 BRITISH POUND--0.8%
                 --------------------------------------------------------------------------------
        175,000  U.K. Conversion, 9.00%, 3/3/2000                                                         275,759
                 --------------------------------------------------------------------------------  --------------
                 CANADIAN DOLLAR--0.3%
                 --------------------------------------------------------------------------------
        150,000  Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                              103,776
                 --------------------------------------------------------------------------------  --------------
                 DEUTSCHE MARK--1.4%
                 --------------------------------------------------------------------------------
        325,000  Germany Bundesobligation, 8.875%, 1/22/96                                                214,677
                 --------------------------------------------------------------------------------
        250,000  Germany Bundesobligation, Deb., 7.25%, 10/20/97                                          162,565
                 --------------------------------------------------------------------------------
        200,000  Treuhandanstalt, 7.75%, 10/1/2002                                                        131,879
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    509,121
                 --------------------------------------------------------------------------------  --------------
                 FRENCH FRANC--0.7%
                 --------------------------------------------------------------------------------
        350,000  France O.A.T., 8.50%, 11/25/2002                                                  $      169,717
                 --------------------------------------------------------------------------------
        400,000  France O.A.T., 9.80%, 1/30/96                                                             77,636
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    247,353
                 --------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.3%
                 --------------------------------------------------------------------------------
    190,000,000  Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                 122,518
                 --------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--2.6%
                 --------------------------------------------------------------------------------
     20,000,000  Japan-111, 4.60%, 6/22/98                                                                208,226
                 --------------------------------------------------------------------------------
     25,000,000  Japan-89, 5.10%, 6/20/96                                                                 261,008
                 --------------------------------------------------------------------------------
     20,000,000  Japan-119, Foreign Government Guarantee, 4.80%, 6/21/99                                  209,406
                 --------------------------------------------------------------------------------
     25,000,000  Japan-133, 7.30%, 9/20/2000                                                              290,769
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    969,409
                 --------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.4%
                 --------------------------------------------------------------------------------
        250,000  Netherlands Government, 6.00%, 4/15/95                                                   141,244
                 --------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN BONDS (IDENTIFIED COST, $2,509,915)                                      2,513,694
                 --------------------------------------------------------------------------------  --------------
<CAPTION>
   PRINCIPAL
    AMOUNT       HIGH YIELD--4.8%
<C>              <S>                                                                               <C>
- ---------------  --------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.3%
                 --------------------------------------------------------------------------------
$       125,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                  127,813
                 --------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.4%
                 --------------------------------------------------------------------------------
        150,000  Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                            150,000
                 --------------------------------------------------------------------------------  --------------
                 CABLE T.V.--0.3%
                 --------------------------------------------------------------------------------
        125,000  Continental Cablevision, Inc., 9.50%. 8/1/2013                                           112,344
                 --------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.7%
                 --------------------------------------------------------------------------------
        125,000  Arcadian Partners LP, Sr. Note, Series B, 10.75%, 5/1/2005                               125,625
                 --------------------------------------------------------------------------------
$       125,000  Polymer Group, Inc., 12.25%, 7/15/2002                                            $      125,938
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    251,563
                 --------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.3%
                 --------------------------------------------------------------------------------
        125,000  Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                               113,906
                 --------------------------------------------------------------------------------  --------------
                 CONTAINERS & GLASS PRODUCTS--0.4%
                 --------------------------------------------------------------------------------
        125,000  Owens Illinois, Inc., 10.50%, 6/15/2002                                                  127,188
                 --------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.3%
                 --------------------------------------------------------------------------------
        125,000  Grand Union Co., 12.25%, 7/15/2002                                                       109,062
                 --------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.3%
                 --------------------------------------------------------------------------------
        125,000  Flagstar Corp., Sr. Note, 10.875% 12/1/2002                                              116,875
                 --------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.7%
                 --------------------------------------------------------------------------------
        125,000  Riverwood International Corp., 11.25%, 6/15/2002                                         130,625
                 --------------------------------------------------------------------------------
        125,000  Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                        116,250
                 --------------------------------------------------------------------------------  --------------
                 Total                                                                                    246,875
                 --------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 --------------------------------------------------------------------------------
        125,000  American Standard, Inc., 10.50%, 6/1/2005                                                 79,375
                 --------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.4%
                 --------------------------------------------------------------------------------
        150,000  Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                            138,000
                 --------------------------------------------------------------------------------  --------------
                 STEEL--0.3%
                 --------------------------------------------------------------------------------
        125,000  Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                118,125
                 --------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.2%
                 --------------------------------------------------------------------------------
        125,000  Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                             77,187
                 --------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,803,680)                                         1,768,313
                 --------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE--0.3%
                 --------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.3%
                 --------------------------------------------------------------------------------
$        80,000  General Instrument Corp., 5.00%, 6/15/2000
                 (IDENTIFIED COST, $108,600)                                                       $      110,700
                 --------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $21,606,703)                                            21,688,566
                 --------------------------------------------------------------------------------  --------------
*CASH EQUIVALENTS--9.5%
- -------------------------------------------------------------------------------------------------
      1,875,000  U. S. Treasury Bill, 1/26/95                                                           1,830,361
                 --------------------------------------------------------------------------------
      1,635,000  **J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94                       1,635,000
                 --------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENT (AT AMORTIZED COST) (NOTE 2B)                                    3,465,361
                 --------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $35,965,290) (NOTE 2A)                        $   36,151,698+
                 --------------------------------------------------------------------------------  --------------
</TABLE>

  + The cost for federal income tax purposes amounts to $35,965,290. The net
    unrealized appreciation on a federal tax basis amounts to $186,408, and is
    comprised of $430,638 appreciation and $244,230 depreciation at July 31,
    1994.

 ++ The Fund's overall exposure to stocks is 35.0%, after adjustment for the use
    of Russell 2000 futures contracts.

  * The Fund holds cash equivalents as collateral for fifteen Russell 2000
    futures contracts it bought with a market value of $1,836,375. Consequently,
    the Fund's exposure to small cap stocks is 5.0% of the fund.

 ** The repurchase agreement is fully collateralized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated Funds.

(a) Non-income producing.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Company

Note: The categories of investments are shown as a percentage of net assets
      ($36,638,839) at July 31, 1994.

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

FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                     <C>        <C>
ASSETS:
- -------------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost; $35,965,290) (Notes 2A and 2B)
                                                                                                   $   36,151,698
- -------------------------------------------------------------------------------------------------
Cash                                                                                                        4,692
- -------------------------------------------------------------------------------------------------
Dividend and interest receivable                                                                          376,841
- -------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                           109,766
- -------------------------------------------------------------------------------------------------
Receivable for futures variation margin (Note 2F)                                                          13,875
- -------------------------------------------------------------------------------------------------
Deferred expenses (Note 2I)                                                                                51,521
- -------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                      36,708,393
- -------------------------------------------------------------------------------------------------  --------------
LIABILITIES:
- -------------------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                        $     500
- --------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                         1,111
- --------------------------------------------------------------------------------------
Accrued expenses                                                                           67,943
- --------------------------------------------------------------------------------------  ---------
     Total liabilities                                                                                     69,554
- -------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 3,620,278 shares of beneficial interest outstanding                                 $   36,638,839
- -------------------------------------------------------------------------------------------------  --------------
NET ASSETS CONSIST OF:
- -------------------------------------------------------------------------------------------------
Paid-in capital                                                                                    $   36,252,359
- -------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currency, and futures contracts                                                                120,644
- -------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                     104,147
- -------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                       161,689
- -------------------------------------------------------------------------------------------------  --------------
     Total Net Assets                                                                              $   36,638,839
- -------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- -------------------------------------------------------------------------------------------------
Institutional Service Shares ($34,095,554 / 3,368,810 shares of beneficial interest
outstanding)                                                                                               $10.12
- -------------------------------------------------------------------------------------------------  --------------
Select Shares ($2,543,285 / 251,468 shares of beneficial interest outstanding)                             $10.11
- -------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $748)                                                           $ 303,428
- ---------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $402)                                                              48,872
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income (Note 2C)                                                                        352,300
- ---------------------------------------------------------------------------------------------------------  ---------
EXPENSES:
- ---------------------------------------------------------------------------------------------------------
Investment advisory fee**                                                                       $  46,808
- ----------------------------------------------------------------------------------------------
Administrative personnel and services**                                                             2,540
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            21,500
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                          2,200
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          2,000
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       3,245
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                3,500
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  1,500
- ----------------------------------------------------------------------------------------------
Taxes                                                                                                  30
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                             984
- ----------------------------------------------------------------------------------------------
Distribution services fee**                                                                         2,952
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                         529
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                 87,788
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                                  $  46,808
- -----------------------------------------------------------------------------------
Waiver of distribution services fee**                                                      984     47,792
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                              39,996
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                312,304
- ---------------------------------------------------------------------------------------------------------  ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND FUTURES CONTRACTS:
- ---------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts (identified
cost basis)                                                                                                  104,147
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                       120,644
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts          224,791
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $ 537,095
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>

 * For the period from May 25, 1994 (date of initial public investment) to
   July 31, 1994.

** (See Note 4)

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


FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   PERIOD ENDED
                                                                                                  JULY 31, 1994*
                                                                                                   (UNAUDITED)
<S>                                                                                             <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------------------------
Net investment income                                                                             $      312,304
- ----------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($104,147 net gain, as computed for federal income tax purposes)
(Note 2E)                                                                                                104,147
- ----------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                   120,644
- ----------------------------------------------------------------------------------------------  ------------------
     Change in net assets resulting from operations                                                      537,095
- ----------------------------------------------------------------------------------------------  ------------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)--
- ----------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------------
     Institutional Service Shares                                                                       (142,941)
- ----------------------------------------------------------------------------------------------
     Select Shares                                                                                        (7,674)
- ----------------------------------------------------------------------------------------------  ------------------
          Change in net assets resulting from distributions to shareholders                             (150,615)
- ----------------------------------------------------------------------------------------------  ------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ----------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                          38,372,316
- ----------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                         59,225
- ----------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                               (2,179,182)
- ----------------------------------------------------------------------------------------------  ------------------
     Change in net assets resulting from fund share transactions                                      36,252,359
- ----------------------------------------------------------------------------------------------  ------------------
          Change in net assets                                                                        36,638,839
- ----------------------------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------------------------
Beginning of period                                                                                     --
- ----------------------------------------------------------------------------------------------  ------------------
End of period (including undistributed net investment income of $161,689)                         $   36,638,839
- ----------------------------------------------------------------------------------------------  ------------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

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

FEDERATED MANAGED GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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

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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investments.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash or U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the financial futures contract is
     determined and any difference between such value and the original futures
     contract value is reflected in the "daily variation margin" account. Daily
     variation margin adjustments, arising from this "marking to market"
     process, are recorded by the Fund as unrealized gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering
     into futures contracts include the possibility that a change in the value
     of the contract may not correlate with changes in the value of the
     underlying securities. For the period ended the Fund had a realized gain of
     $138,797 on futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<S>                  <C>                          <C>         <C>
                              CONTRACTS                          UNREALIZED
    EXPIRATION               TO DELIVER/                        APPRECIATION
       DATE                    RECEIVE             POSITION    (DEPRECIATION)
  September 1994       15 Russell 2000 Futures       long         ($67,275)
                                                              -----------------
Net Unrealized Appreciation (Depreciation) on Futures
Contracts                                                         ($67,275)
                                                              -----------------
</TABLE>

G.   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.

H.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability of
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.

     At July 31, 1994 the portfolio was diversified with the following
     industries:

<TABLE>
<S>                         <C>        <C>                          <C>
Appliances                  0.04%      Health Care                  0.07%
Banking                     0.58       Insurance                    0.10
Beverage and Tobacco        0.10       Machinery                    0.26
Broadcasting                0.06       Merchandising                0.26
Building Supplies           0.21       Multi-Industry               0.50
Electronics Equipment       0.05       Real Estate                  0.07
Energy                      0.18       Textiles                     0.06
Finance                     0.06       Utilities                    0.64
</TABLE>

I.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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

(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED OCTOBER 31,
                                                                                                1994*
INSTITUTIONAL SERVICE SHARES                                                           SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                            3,579,228  $   35,844,784
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                             5,573          56,122
- -----------------------------------------------------------------------------------
Shares redeemed                                                                         (215,991)     (2,164,819)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Institutional Service Shares transactions               3,368,810  $   33,736,087
- -----------------------------------------------------------------------------------  -----------  --------------
<CAPTION>

                                                                                       YEAR ENDED OCTOBER 31,
                                                                                                1994*
SELECT SHARES                                                                          SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                              252,594  $    2,527,532
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               308           3,103
- -----------------------------------------------------------------------------------
Shares redeemed                                                                           (1,434)        (14,363)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Select Shares transactions                                251,468       2,516,272
- -----------------------------------------------------------------------------------  -----------  --------------
       Total net change resulting from Fund share transactions                         3,620,278  $   36,252,359
- -----------------------------------------------------------------------------------  -----------  --------------
</TABLE>

 * For the period from May 25, 1994 (date of initial public investment) to July
   31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, 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 its fee. The Adviser can modify or terminate this voluntary
waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of the average net
assets of the Fund for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $34,633 and $39,068, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,117 and $2,388, respectively, pursuant to this agreement.

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

(5) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term obligations, for the
period ended
July 31, 1994 were as follows:

<TABLE>
<S>                                                                                                 <C>
PURCHASES                                                                                           $   42,719,963
- --------------------------------------------------------------------------------------------------  --------------
SALES                                                                                               $   10,222,883
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

                                                              September 30, 1994


[LOGO] MANAGED SERIES TRUST


FEDERATED MANAGED GROWTH AND INCOME FUND
(A Portfolio of Managed Series Trust)
Select Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
      12b-1 fee      0.75%
   Absent the anticipated voluntary waivers, the Total Select Shares
   Operating Expenses are estimated to be 2.27%.
   For more information on Select Shares expenses, see "Summary of Fund
   Expenses" on page 1 of the Prospectus.
   
2. With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be
expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3. The following sentence should be added after the "Asset Category" Table
on page 3 of the                                Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the section entitled "Options."
   
4. RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Small Company Stocks.  Stocks in the small capitalization sector of the
   United States equity market have historically been more volatile in price
   than larger capitalization stocks, such as those included in the Standard
   & Poor's 500 Index.  See "Small Company Stocks" on page 5.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on page 7 of the Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   page 8 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 8 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks", a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
G00252-02-SE (5/94)


Federated Managed Growth and Income Fund
(A Portfolio of Managed Series Trust)
Select Shares
Prospectus

The Select Shares of Federated Managed Growth and Income Fund (the "Fund")
offered by this prospectus represent interests in the Fund, which is a
diversified investment portfolio of Managed Series Trust (the "Trust"). The
Trust is an open-end management investment company (a mutual fund).

The investment objective of the Fund is to seek current income and capital
appreciation. The Fund invests in both bonds and stocks. Select Shares are sold
at net asset value.

The Select 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 Select Shares involves investment risks,
including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Select Shares and Institutional Service Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Bond Asset Categories                                                      3
      U.S. Treasury Securities                                                 3
      Mortgage-Backed Securities                                               4
      Investment-Grade Corporate Bonds                                         4
      High Yield Corporate Bonds                                               4
      Foreign Bonds                                                            4
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Utility Stocks                                                           4
      Small Company Stocks                                                     5
      Foreign Stocks                                                           5
    Cash Reserves Category                                                     5
    Acceptable Investments                                                     5
      U.S. Treasury and Other U.S.
         Government Securities                                                 5
      Mortgage-Backed Securities                                               6
         Collateralized Mortgage
           Obligations ("CMOs")                                                6
         Real Estate Mortgage Investment
           Conduits ("REMICS")                                                 6
         Characteristics of Mortgage-Backed
           Securities                                                          7
      Corporate Bonds                                                          7

         Investment Risks                                                      8

      Equity Securities                                                        8
      Foreign Securities                                                       8

         Investment Risks                                                      8

      Cash Reserves                                                            9
         Repurchase Agreements                                                 9
    Investing in Securities of Other
      Investment Companies                                                     9
    Restricted and Illiquid Securities                                         9
    When-Issued and Delayed
      Delivery Transactions                                                   10
    Lending of Portfolio Securities                                           10
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency Exchange
      Contracts                                                               10
    Options                                                                   11
    Futures and Options on Futures                                            11
      Risks                                                                   12

    Portfolio Turnover                                                        12

  Investment Limitations                                                      12

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Select Shares                                               15
    Distribution Plan                                                         15
  Administration of the Fund                                                  16
    Administrative Services                                                   16
    Shareholder Services Plan                                                 16
    Custodian                                                                 16
    Transfer Agent and Dividend
      Disbursing Agent                                                        16
    Legal Counsel                                                             17
    Independent Public Accountants                                            17
  Brokerage Transactions                                                      17
  Expenses of the Fund and Select Shares                                      17

Net Asset Value                                                               18
- ------------------------------------------------------

Investing in Select Shares                                                    18
- ------------------------------------------------------

  Share Purchases                                                             18
    Through a Financial Institution                                           18
    By Wire                                                                   18
    By Mail                                                                   18
  Minimum Investment Required                                                 19
  What Shares Cost                                                            19
  Subaccounting Services                                                      19
  Systematic Investment Program                                               19
  Certificates and Confirmations                                              19
  Dividends                                                                   20
  Capital Gains                                                               20

Redeeming Select Shares                                                       20
- ------------------------------------------------------

  Through a Financial Institution                                             20
  Telephone Redemption                                                        20
  Written Requests                                                            21
    Signatures                                                                21
    Receiving Payment                                                         21
  Systematic Withdrawal Program                                               21
  Accounts with Low Balances                                                  21

Shareholder Information                                                       22
- ------------------------------------------------------

  Voting Rights                                                               22
  Massachusetts Partnership Law                                               22

Tax Information                                                               22
- ------------------------------------------------------

  Federal Income Tax                                                          22
  Pennsylvania Corporate and
    Personal Property Taxes                                                   23

Performance Information                                                       23
- ------------------------------------------------------

Other Classes of Shares                                                       23
- ------------------------------------------------------

Appendix                                                                      25
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                  <C>        <C>
                                                         Select Shares
                                               Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)........                  None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable).......................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable)............................                  None
Exchange Fee..................................................................................                  None
                                           Annual Select Shares Operating Expenses*
                                       (As a percentage of projected average net assets)
Management Fee (after waiver) (1).............................................................                  0.48%
12b-1 Fee (after waiver) (2)..................................................................                  0.50%
Total Other Expenses..........................................................................                  0.77%
    Shareholder Servicing Fee.................................................................      0.25%
         Total Select Shares Operating Expenses (3)...........................................                  1.75%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.75%.

(3) The Total Select Shares Operating Expenses are estimated to be 2.27% absent
    the anticipated voluntary waivers of a portion of the management fee and a
    portion of the 12b-1 fee.

* Total Select Shares Operating Expenses are based on average expenses expected
  to be incurred during the period ending January 31, 1995. During the course of
  this period, expenses may be more or less than the average amount shown.

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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge 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..................................................     $18        $55
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.

    The information set forth in the foregoing table and example relates only to
Select Shares of the Fund. The Fund also offers another class of shares called
Institutional Service Shares. Select Shares and Institutional Service Shares are
subject to certain of the same expenses; however, Institutional Service Shares
are not subject to a 12b-1 fee. See "Other Classes of Shares."

General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Select Shares and Institutional Service Shares. This prospectus relates only
to Select Shares.

Select Shares ("Shares") of the Fund are designed primarily for retail and
private banking customers of financial institutions as a convenient means of
accumulating an interest in a professionally managed, diversified portfolio of
bonds and stocks. A minimum initial investment of $1,500 is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek current income and capital
appreciation. The Fund will attempt to minimize investment risk by allocating
its assets across various stock and bond categories. There can be, of course, no
assurance that the Fund will achieve its investment objective. The Fund's
investment objective cannot be changed without the approval of shareholders.
Unless otherwise noted, the Fund's investment policies may be changed by the
Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: bonds
and stocks. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.

The Fund will invest between 50 and 70 percent of its assets in bonds. The bond
asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.


The Fund will invest between 30 and 50 percent of its assets in stocks. The
stock asset categories are large company stocks, utility stocks, small company
stocks, and foreign stocks.


The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
             Asset Category                 Range
<S>                                       <C>
Bonds                                      50-70%
U.S. Treasury Securities                    0-70%
Mortgage-Backed Securities                  0-35%
Investment-Grade Corporate Bonds            0-35%
High Yield Corporate Bonds                  0-7%
Foreign Bonds                               0-7%

Stocks                                     30-50%
Large Company Stocks                        0-50%
Utility Stocks                              0-20%
Small Company Stocks                       0-7.5%
Foreign Stocks                             0-7.5%

Cash Reserves                               0-15%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, large
company stocks are judged to be unusually attractive relative to other asset
categories, the allocation for large company stocks may be moved to its upper
limit. At other times when large company stocks appear to be overvalued, the
commitment may be moved down to a lesser allocation. There is no assurance,
however, that the adviser's attempts to pursue this strategy will result in a
benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. The average duration of the Fund's Bond Assets will
be not less than three nor more than five years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower expected
market volatility, and a lower average duration during periods of higher
expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 70 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 35 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 35 percent of its total
     assets in investment-grade corporate bonds. In certain cases, the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to 7 percent of its total assets in high yield corporate bonds. There is
     no minimal acceptable rating for a security to be purchased or held in the
     Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases, the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 7 percent of its total assets in foreign bonds.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 50 percent of its total assets in large
     stocks.

     Utility Stocks.  Utility stocks are common stocks and securities
     convertible into or exchangeable for common stocks, such as rights and
     warrants, of utility companies. The Fund may invest up to
     20 percent of its total assets in utility stocks. Common stocks of
     utilities are generally characterized by higher dividend yields and lower
     growth rates than common stocks of industrial companies. Under normal
     market conditions, the higher income stream from utility stocks tends to
     make them less volatile than stocks of industrial companies.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price x number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small capitalization
     stocks. The Fund may invest up to 7.5 percent of its total assets in small
     stocks.


     Stocks in the small capitalization sector of the United States equity
     market have historically been more volatile in price than larger
     capitalization stocks, such as those included in the Standard & Poor's 500
     Index. This is because, among other things, small companies have less
     certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa.


     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to 7.5 percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is desirable, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 15 percent of
its total assets in cash reserves.

Acceptable Investments

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgaged-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

            Because the cash flow is distributed sequentially instead of pro
            rata as with pass-through securities, the cash flows and average
            lives of CMOs are more predictable, and there is a period of time
            during which the investors in the longer-maturity classes receive no
            principal paydowns. The interest portion of these payments is
            distributed by the Fund as income and the capital portion is
            reinvested.

            The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To
         qualify as a REMIC, substantially all of the assets of the entity
         must be in assets directly or indirectly secured principally by real
         property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions to holders of mortgage-backed
         securities include both interest and principal payments. Principal
         payments represent the amortization of the principal of the underlying
         mortgages and any prepayments of principal due to prepayment,
         refinancing, or foreclosure of the underlying mortgages. Although
         maturities of the underlying mortgage loans may range up to 30 years,
         amortization and prepayments substantially shorten the effective
         maturities of mortgage-backed securities. Due to these features,
         mortgage-backed securities are less effective as a means of "locking
         in" attractive long-term interest rates than fixed-income securities
         which pay only a stated amount of interest until maturity, when the
         entire principal amount is returned. This is caused by the need to
         reinvest at lower interest rates both distributions of principal
         generally and significant prepayments which become more likely as
         mortgage interest rates decline. Since comparatively high interest
         rates cannot be effectively "locked in," mortgage-backed securities may
         have less potential for capital appreciation during periods of
         declining interest rates than other non-callable, fixed-income
         government securities of comparable stated maturities. However,
         mortgage-backed securities may experience less pronounced declines in
         value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments on the
         underlying mortgages. Therefore, interest-only SMBSs generally increase
         in value as interest rates rise and decrease in value as interest rates
         fall, counter to changes in value experienced by most fixed-income
         securities. The Fund's adviser intends to use this characteristic of
         interest-only SMBSs to reduce the effects of interest rate changes on
         the value of the Fund's portfolio, while continuing to pursue the
         Fund's investment objective.

     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:

      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's
     rating is reduced below the required minimum after the Fund has purchased
     it, the Fund is not required to sell the security, but may consider doing
     so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks. _Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Utility stocks are common stocks of utility companies, including water
     companies, companies that produce, transmit, or distribute gas and electric
     energy and those companies that provide communications facilities, such as
     telephone and telegraph companies. Foreign stocks are equity securities of
     foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's (Aaa, Aa, A or Baa) or
     by Standard & Poor's (AAA, AA, A or BBB) or are unrated if determined to be
     of equivalent quality by the Fund's adviser.


         Investment Risks. _Investments in foreign securities involve special
         risks that differ from those associated with investments in domestic
         securities. The risks associated with investments in foreign securities
         apply to securities issued by foreign corporations and sovereign
         governments. These risks relate to political and economic developments
         abroad, as well as those that result from the differences between the
         regulation of domestic securities and issuers and foreign securities
         and issuers. These risks may include, but are not limited to,
         expropriation, confiscatory taxation, currency fluctuations,
         withholding taxes on interest, limitations on the use or transfer of
         Fund assets, political or social instability and adverse diplomatic
         developments. It may also be more difficult to enforce contractual
         obligations or obtain court judgments abroad than would be the case
         in the United States because of differences in the legal systems. If
         the issuer of the debt or the governmental authorities that control
         the repayment of the debt may be unable or unwilling to repay
         principal or interest when due in accordance with the terms of such
         debt, the Fund may have limited legal recourse in the event of
         default. Moreover, individual foreign economies may differ favorably
         or unfavorably from the domestic economy in such respects as growth
         of gross national product, the rate of inflation, capital
         reinvestment, resource self-sufficiency and balance of payments
         position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks.  To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures
contracts as a hedge to attempt to protect its portfolio securities against
decreases in value. When the Fund writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but not
obligated) to sell a futures contract at the fixed price during the life of the
option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5
percent of the market value of the Fund's total assets. When the Fund purchases
futures contracts, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security or will make deposits to collateralize the
position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be
      an underwriter under the Securities Act of 1933 in connection with the
      sale of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to .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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since the
     Fund's inception. In allocating the Fund's assets, Mr. Ritter evaluates the
     market environment and economic outlook, utilizing the services of the
     investment adviser's economist and strategist. Mr. Ritter joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1992. From 1988 until 1991, Mr. Ritter acted as an Assistant
     Vice President. Mr. Ritter is a Chartered Financial Analyst and received
     his M.B.A. in Finance from the University of Chicago and his M.S. in
     Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as a Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the Fund's
     investment adviser since 1991. Mr. Balestrino served as an investment
     analyst of the investment adviser 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.A. in Urban
     and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in
     1989 as an Assistant Vice President of the Fund's investment adviser. Mr.
     Bauer was an Assistant Vice President of the International Banking Division
     at Pittsburgh National Bank from 1982 until 1989. Mr. Bauer is a Chartered
     Financial Analyst and received his M.B.A. in Finance from Pennsylvania
     State University.

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.


     Christopher H. Wiles is the portfolio manager for the utility stocks asset
     category, and has been one of the Fund's portfolio managers since its
     inception. Mr. Wiles joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since 1992. Mr. Wiles served as
     Assistant Vice President of the Fund's investment adviser from 1990 until
     1992. Mr. Wiles was a portfolio manager at Mellon Bank from 1986 until
     1990. Mr. Wiles is a Chartered Financial Analyst and received his M.B.A. in
     Finance from Cleveland State University.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this capacity since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.


Distribution of Select Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Distribution Plan.  Pursuant to the provisions of a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the Fund will
pay to the distributor an amount computed at an annual rate of .75 of 1% of the
average daily net asset value of the Shares to finance any activity which is
principally intended to result in the sale of Shares subject to the Plan.

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

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide sales and/or administrative services as agents for their clients or
customers who beneficially own Shares of the Fund. Administrative services may
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities, and various clerical, supervisory,
computer and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Shares; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as the Fund reasonably requests for Shares.

Financial institutions will receive fees from the distributor 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
distributor.

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

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

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

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.

Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions will
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution may receive payments from the Fund at
a rate not exceeding 0.25 percent of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the provision of
personal service and maintenance of shareholder accounts.

In addition to receiving the payments under the Services Plan, financial
institutions may be compensated by the distributor, who may be reimbursed by the
adviser, or affiliates thereof, for providing administrative support services to
holders of Shares. These payments will be made directly by the distributor, and
will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Select Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, the only expenses allocated to the Shares as a class are expenses
under the Fund's 12b-1 Plan. However, the Trustees reserves the right to
allocate certain other expenses to holders of Shares as it deems 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 Shares; fees under the Fund's Shareholder Services
Plan, if any; 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 registration fees paid to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Shares; legal fees relating solely to Shares; and Trustees' fees incurred as
a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Select Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents must purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Growth and Income
Fund--Select Shares; Fund Number (this number can be found on the account
statement or by contacting the Fund); Group Number or Wire Order Number; Nominee
or Institution Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Growth and Income Fund--Select Shares to Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts
02266-8602. Orders by mail are considered received after payment by check is
converted by State Street Bank into federal funds. This is normally the next
business day after State Street Bank receives the check.


Minimum Investment Required

The minimum initial investment in Shares is $1,500. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

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

Dividends

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Unless shareholders request cash payments by writing
the Fund, dividends are automatically reinvested in additional Shares of the
Fund on payment dates at the ex-dividend date net asset value without a sales
charge.

Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Select Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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 instructions to the Fund. The financial institution may
charge customary fees and commissions for this service.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,500. 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.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Select Shares and
Institutional Service Shares. Because Select Shares are subject to 12b-1 fees,
the total return and yield for Institutional Service Shares, for the same
period, will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Select Shares using
certain financial publications and/or compare the performance of Select Shares
to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Institutional Service Shares are sold to institutions and individuals and to
accounts for which financial institutions act in a fiduciary or agency capacity.
Institutional Service Shares are sold at net asset value. Investments in
Institutional Service Shares are subject to a minimum initial investment of
$25,000. Institutional Service Shares are distributed without a 12b-1 Plan.

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

The amount of dividends payable to Institutional Service Shares will generally
exceed that of Select Shares by the difference between Class Expenses and
distribution expenses borne by shares of each respective class.

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

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 rated 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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Growth and Income Fund
                    Select Shares                                          Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Federated Managed
Growth and Income Fund
Select Shares
Prospectus

A Diversified Portfolio
of Managed Series Trust,
an Open-End Management
Investment Company


Prospectus dated March 11, 1994

3122006A-SEL (3/94)


               FEDERATED
            MANAGED GROWTH
                 FUND

      [LOGO] MANAGED SERIES TRUST

             ------------
         INSTITUTIONAL SERVICE
             ------------
                SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

     Federated Managed Growth Fund
              is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K503
       G00529-02 (9/94)


FEDERATED MANAGED GROWTH FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Growth Fund--Institutional Service Shares after page 1, following
     the section entitled "Summary of Fund Expenses" and before the section
     entitled "General Information." In addition, please add the heading
     "Financial Highlights--Institutional Service Shares" to the Table of
     Contents page, after the heading "Summary of Fund Expenses."

FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.08
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and
  futures contracts                                                                                        0.03
- -------------------------------------------------------------------------------------------------  ---------------
  Total from investment operations                                                                         0.11
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.03)
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.08
- -------------------------------------------------------------------------------------------------  ---------------
TOTAL RETURN**                                                                                             1.14%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.60%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    4.38%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         0.75%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $  20,250
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    28%
- -------------------------------------------------------------------------------------------------
</TABLE>

 *  Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please delete the section entitled "Small Company Stocks" on page 4 and
     replace it with the following. In addition, please add the heading
     "Investment Risks" to the Table of Contents page after "Small Company
     Stocks."

"SMALL COMPANY STOCKS. Small company stocks are common stocks and securities
convertible into or exchangeable for common stocks, such as rights and warrants,
of companies with a market capitalization (market price x number of shares
outstanding) below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the United States equity market. These stocks are
comparable to, but not limited to, the stocks comprising the Russell 2000 Index,
an index of small capitalization stocks. The Fund may invest up to 21 percent of
its total assets in small company stocks.

     INVESTMENT RISKS. Stocks in the small capitalization sector of the United
     States equity market have historically been more volatile in price than
     larger capitalization stocks, such as those included in the Standard &
     Poor's 500 Index. This is because, among other things, small companies have
     less certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa."

 C.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 5:

"Yankee bonds, which are U.S. dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 D.  The following should be added as a sub-section under the section entitled
     "High Yield Corporate Bonds" on page 5. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 E.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds" on page 9. In addition, please delete
     the heading "Investment Risks," which appears immediately following the
     heading "Corporate Bonds" on the Table of Contents page.

 F.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 G.  Please delete the first sentence of the fifth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."

 H.  Please add the following as the ninth paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 I.   Please delete the section entitled "Administrative Services" on page 15
      and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 J.   Please delete the section entitled "Shareholder Services Plan" on page
      16, and replace it with the following:

"SHAREHOLDER SERVICES PLAN. The Trust has adopted a Shareholder Services Plan
(the 'Services Plan') under which the Fund may make payments up to 0.25 of 1% of
the average daily net asset value of the Institutional Service Shares to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts ('shareholder services'). The Trust has entered into a Shareholder
Services Agreement with Federated Shareholder Services, a subsidiary of
Federated Investors, under which Federated Shareholder Services will either
perform shareholder services directly or will select Financial Institutions to
perform shareholder services. Financial Institutions will receive fees based
upon shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Trust and Federated Shareholder Services."

 K.  Please insert the following section entitled "Other Payments to Financial
     Institutions" after the new section entitled "Shareholder Services Plan"
     on page 16. In addition, please add the heading "Other Payments to
     Financial Institutions" to the Table of Contents page after the heading
     "Shareholder Services Plan."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Services Plan, financial institutions could be compensated by the
distributor, who could be reimbursed by the adviser, or affiliates thereof, for
providing administrative support services to holders of Shares. These payments
will be made directly by the distributor and will not be made from the assets of
the Fund."

 L.  Please insert the following as the last sentence of the first paragraph in
     the section entitled "Voting Rights" on page 21:

"As of September 6, 1994, ENBTRUST of Marysville, Kansas, acting in various
capacities for numerous accounts, was the owner of record of 69,128 Select
Shares (29.29%) of Federated Managed Growth 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."


 M. Please insert the following "Financial Highlights" table for Federated
    Managed Growth Fund--Select Shares after page 23, following the section
    entitled "Other Classes of Shares." In addition, please add the heading
    "Financial Highlights--Select Shares" to the Table of Contents page after
    the heading "Other Classes of Shares."

FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                               <C>
- ------------------------------------------------------------------------------------------------  -----------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.05
- ------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and futures
  contracts                                                                                                0.06
- ------------------------------------------------------------------------------------------------       --------
  Total from investment operations                                                                         0.11
- ------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.03)
- ------------------------------------------------------------------------------------------------       --------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.08
- ------------------------------------------------------------------------------------------------       --------
TOTAL RETURN**                                                                                             1.07%
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.39%(a)
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    3.63%(a)
- ------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.00%(a)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                                $1,521
- ------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    28%
- ------------------------------------------------------------------------------------------------
</TABLE>

 *  Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 N.  Please insert the following Financial Statements after the section
     entitled "Financial Highlights--Select Shares" and before the section
     entitled "Appendix." In addition, please add the heading "Financial
     Statements" to the Table of Contents page after the heading "Financial
     Highlights--Select Shares."

FEDERATED MANAGED GROWTH FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      VALUE
                                                                                                     IN U.S.
    SHARES                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
STOCKS--36.2%++
- ------------------------------------------------------------------------------------------------
                 LARGE COMPANY--21.2%*
                 -------------------------------------------------------------------------------
                 BASIC INDUSTRY--2.0%
                 -------------------------------------------------------------------------------
          2,000  (a)FMC Corp.                                                                     $      117,500
                 -------------------------------------------------------------------------------
          2,000  Lubrizol Corp.                                                                           67,750
                 -------------------------------------------------------------------------------
          2,600  Phelps Dodge Corp.                                                                      160,550
                 -------------------------------------------------------------------------------
          4,200  Praxair, Inc.                                                                            94,500
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   440,300
                 -------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--0.8%
                 -------------------------------------------------------------------------------
          3,000  Ford Motor Co.                                                                           95,250
                 -------------------------------------------------------------------------------
          1,600  General Motors Corp.                                                                     82,200
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   177,450
                 -------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--2.7%
                 -------------------------------------------------------------------------------
          1,300  Avon Products, Inc.                                                                      73,612
                 -------------------------------------------------------------------------------
          2,100  Eastman Kodak Co.                                                                       101,587
                 -------------------------------------------------------------------------------
          5,300  Mattel, Inc.                                                                            146,413
                 -------------------------------------------------------------------------------
          2,100  Philip Morris Cos., Inc.                                                                115,500
                 -------------------------------------------------------------------------------
          2,600  Reebok International, Ltd.                                                               92,300
                 -------------------------------------------------------------------------------
          9,400  (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                            63,450
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   592,862
                 -------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--1.5%
                 -------------------------------------------------------------------------------
          3,800  American Stores Co.                                                              $       98,325
                 -------------------------------------------------------------------------------
          2,800  Sears, Roebuck & Co.                                                                    132,300
                 -------------------------------------------------------------------------------
          4,300  (a)Tele-Communications, Inc., Class A                                                   100,244
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   330,869
                 -------------------------------------------------------------------------------  --------------
                 ENERGY--2.5%
                 -------------------------------------------------------------------------------
          3,400  Baker Hughes, Inc.                                                                       71,825
                 -------------------------------------------------------------------------------
          2,800  Chevron Corp.                                                                           124,250
                 -------------------------------------------------------------------------------
          1,500  Mapco, Inc.                                                                              90,937
                 -------------------------------------------------------------------------------
            400  Peoples Energy Corp.                                                                     10,250
                 -------------------------------------------------------------------------------
          1,900  Texaco, Inc.                                                                            120,650
                 -------------------------------------------------------------------------------
          4,500  USX Marathon Group                                                                       78,188
                 -------------------------------------------------------------------------------
          1,200  (a)Western Atlas, Inc.                                                                   58,350
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   554,450
                 -------------------------------------------------------------------------------  --------------
                 FINANCE--3.6%
                 -------------------------------------------------------------------------------
          1,500  AMLI Residential Properties                                                              32,250
                 -------------------------------------------------------------------------------
          1,300  Bankers Trust of New York Corp.                                                          87,100
                 -------------------------------------------------------------------------------
          2,500  Citicorp                                                                                103,125
                 -------------------------------------------------------------------------------
          1,700  Dean Witter, Discover & Co.                                                              68,212
                 -------------------------------------------------------------------------------
          1,100  Dreyfus Corp.                                                                            54,450
                 -------------------------------------------------------------------------------
          1,000  Federal National Mortgage Association                                                    86,750
                 -------------------------------------------------------------------------------
            900  Mellon Bank Corp.                                                                        51,525
                 -------------------------------------------------------------------------------
          3,200  PNC Financial Corp.                                                                      92,000
                 -------------------------------------------------------------------------------
          1,700  Transamerica Corp.                                                                       86,275
                 -------------------------------------------------------------------------------
          3,500  Travelers, Inc.                                                                         115,938
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   777,625
                 -------------------------------------------------------------------------------  --------------
                 HEALTHCARE--1.7%
                 -------------------------------------------------------------------------------
          2,000  American Home Products Corp.                                                     $      114,750
                 -------------------------------------------------------------------------------
          1,700  Beckton, Dickinson & Co.                                                                 71,612
                 -------------------------------------------------------------------------------
          1,700  Bristol-Myers Squibb Co.                                                                 89,462
                 -------------------------------------------------------------------------------
          2,300  U.S. Healthcare, Inc.                                                                    87,113
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   362,937
                 -------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--1.8%
                 -------------------------------------------------------------------------------
            700  Deere & Co.                                                                              49,087
                 -------------------------------------------------------------------------------
          1,500  General Electric Co.                                                                     75,562
                 -------------------------------------------------------------------------------
          1,600  (a)Litton Industries, Inc.                                                               59,400
                 -------------------------------------------------------------------------------
            800  Loews Corp.                                                                              70,600
                 -------------------------------------------------------------------------------
          2,400  Textron, Inc.                                                                           127,800
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   382,449
                 -------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--2.7%
                 -------------------------------------------------------------------------------
          3,600  General Motors Corp., Class E                                                           126,900
                 -------------------------------------------------------------------------------
          1,400  Hewlett-Packard Co.                                                                     108,675
                 -------------------------------------------------------------------------------
          2,600  Martin-Marietta Corp.                                                                   117,975
                 -------------------------------------------------------------------------------
          1,900  Raytheon Co.                                                                            124,688
                 -------------------------------------------------------------------------------
          3,000  Rockwell International Corp.                                                            107,625
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   585,863
                 -------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.4%
                 -------------------------------------------------------------------------------
          3,100  Ryder Systems, Inc.                                                                      80,988
                 -------------------------------------------------------------------------------  --------------
                 UTILITIES--1.5%
                 -------------------------------------------------------------------------------
          2,200  AT & T Corp.                                                                            120,175
                 -------------------------------------------------------------------------------
            600  British Telecommunications, ADR                                                          35,475
                 -------------------------------------------------------------------------------
          1,400  Duke Power Co.                                                                           53,550
                 -------------------------------------------------------------------------------
          1,500  Enron Corp.                                                                      $       48,562
                 -------------------------------------------------------------------------------
          3,300  MCI Communications Corp.                                                                 75,075
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   332,837
                 -------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $4,622,730)                                     4,618,630
                 -------------------------------------------------------------------------------  --------------
                 UTILITY--2.6%
                 -------------------------------------------------------------------------------
                 UTILITIES--2.6%
                 -------------------------------------------------------------------------------
            800  Ameritech Corp.                                                                          32,800
                 -------------------------------------------------------------------------------
            400  Baltimore Gas & Electric Co.                                                              9,150
                 -------------------------------------------------------------------------------
            600  Bell Atlantic Corp.                                                                      33,975
                 -------------------------------------------------------------------------------
            500  BellSouth Corp.                                                                          31,250
                 -------------------------------------------------------------------------------
            400  Cincinnati Gas & Electric Co.                                                             8,950
                 -------------------------------------------------------------------------------
            400  CMS Energy Corp.                                                                          9,050
                 -------------------------------------------------------------------------------
            400  Consolidated Edison Co. of New York                                                      11,500
                 -------------------------------------------------------------------------------
            500  DPL, Inc.                                                                                10,187
                 -------------------------------------------------------------------------------
            300  DQE                                                                                       9,037
                 -------------------------------------------------------------------------------
            300  Duke Power Co.                                                                           11,475
                 -------------------------------------------------------------------------------
            400  Entergy Corp.                                                                            10,200
                 -------------------------------------------------------------------------------
            400  Florida Progress Corp.                                                                   11,200
                 -------------------------------------------------------------------------------
            300  FPL Group, Inc.                                                                           9,487
                 -------------------------------------------------------------------------------
            400  General Public Utilities Corp.                                                           10,300
                 -------------------------------------------------------------------------------
          1,000  GTE Corp.                                                                                31,750
                 -------------------------------------------------------------------------------
            200  MCN Corp.                                                                                 7,975
                 -------------------------------------------------------------------------------
            300  Nipsco Industries, Inc.                                                                   8,775
                 -------------------------------------------------------------------------------
            400  Northeast Utilities Co.                                                                   9,350
                 -------------------------------------------------------------------------------
            800  Nynex Corp.                                                                              30,800
                 -------------------------------------------------------------------------------
            400  Pacific Enterprises                                                              $        8,200
                 -------------------------------------------------------------------------------
            600  Pacificorp                                                                               10,650
                 -------------------------------------------------------------------------------
            400  Peco Energy Co.                                                                          10,450
                 -------------------------------------------------------------------------------
            600  Pinnacle West Capital Corp.                                                              10,575
                 -------------------------------------------------------------------------------
            400  PSI Resources, Inc.                                                                       8,850
                 -------------------------------------------------------------------------------
            300  Public Service Enterprise Group, Inc.                                                     8,325
                 -------------------------------------------------------------------------------
            400  Sonat, Inc.                                                                              13,250
                 -------------------------------------------------------------------------------
            600  Southern Co.                                                                             11,700
                 -------------------------------------------------------------------------------
            900  Southern New England Telecommunications                                                  30,938
                 -------------------------------------------------------------------------------
            700  Southwestern Bell Corp.                                                                  29,400
                 -------------------------------------------------------------------------------
            500  UGI Corp.                                                                                10,563
                 -------------------------------------------------------------------------------
            700  U.S. West, Inc.                                                                          28,175
                 -------------------------------------------------------------------------------
            400  Utilicorp United, Inc.                                                                   11,900
                 -------------------------------------------------------------------------------
            300  Western Resources, Inc.                                                                   8,438
                 -------------------------------------------------------------------------------
          4,500  Westinghouse Electric Corp., Conv. Pfd., Series C                                        59,621
                 -------------------------------------------------------------------------------  --------------
                 TOTAL UTILITY (IDENTIFIED COST, $550,809)                                               558,246
                 -------------------------------------------------------------------------------  --------------
                 FOREIGN EQUITY--9.5%
                 -------------------------------------------------------------------------------
                 AUSTRALIA--0.3%
                 -------------------------------------------------------------------------------
         19,300  Australian Consolidated Press, Ltd.                                                      62,815
                 -------------------------------------------------------------------------------  --------------
                 BELGIUM--0.2%
                 -------------------------------------------------------------------------------
          1,100  Delhaize-Le Lion                                                                         42,786
                 -------------------------------------------------------------------------------  --------------
                 FINLAND--0.2%
                 -------------------------------------------------------------------------------
            400  Kone Corp. 'B'                                                                           41,671
                 -------------------------------------------------------------------------------  --------------
                 HONG KONG--0.4%
                 -------------------------------------------------------------------------------
         16,800  Cheung Kong Holdings                                                                     82,425
                 -------------------------------------------------------------------------------  --------------
                 JAPAN--5.7%
                 -------------------------------------------------------------------------------
          6,000  Bank of Tokyo                                                                    $       92,958
                 -------------------------------------------------------------------------------
          5,000  Dai Ichi Kangyo Bank                                                                     94,957
                 -------------------------------------------------------------------------------
          3,000  Fuji Bank                                                                                67,770
                 -------------------------------------------------------------------------------
          5,000  Hitachi, Ltd.                                                                            48,228
                 -------------------------------------------------------------------------------
          2,000  Industrial Bank of Japan                                                                 60,373
                 -------------------------------------------------------------------------------
          1,000  Ito Yokado Co.                                                                           52,676
                 -------------------------------------------------------------------------------
         11,000  Kawasaki Heavy Industries                                                                48,598
                 -------------------------------------------------------------------------------
          7,000  Kirin Brewery Co., Ltd.                                                                  86,761
                 -------------------------------------------------------------------------------
          3,000  Matsushita Electric Industries                                                           49,178
                 -------------------------------------------------------------------------------
         11,000  Mitsubishi Heavy Industries                                                              85,432
                 -------------------------------------------------------------------------------
          5,000  Mitsubishi Trust & Banking                                                               79,964
                 -------------------------------------------------------------------------------
          6,000  Mitsukoshi, Ltd.                                                                         62,372
                 -------------------------------------------------------------------------------
          4,000  Nomura Securities Co., Ltd.                                                              88,360
                 -------------------------------------------------------------------------------
          3,000  Sakura Bank, Ltd.                                                                        42,281
                 -------------------------------------------------------------------------------
          2,000  Sumitomo Bank                                                                            40,382
                 -------------------------------------------------------------------------------
         13,000  Sumitomo Heavy Industries                                                                52,756
                 -------------------------------------------------------------------------------
          4,000  Takeda Chemical Industries                                                               49,578
                 -------------------------------------------------------------------------------
          4,000  Tokio Marine & Fire                                                                      51,177
                 -------------------------------------------------------------------------------
          3,000  Tokyo Electric Power                                                                     90,859
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                 1,244,660
                 -------------------------------------------------------------------------------  --------------
                 NETHERLANDS--0.4%
                 -------------------------------------------------------------------------------
            700  Royal Dutch Petroleum Co.                                                                79,100
                 -------------------------------------------------------------------------------  --------------
                 SWEDEN--0.2%
                 -------------------------------------------------------------------------------
            500  Volvo (AB), Series B                                                                     48,913
                 -------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   SHARES OR                                                                                          VALUE
   PRINCIPAL                                                                                         IN U.S.
    AMOUNT                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
STOCKS--CONTINUED
- ------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 -------------------------------------------------------------------------------
                 UNITED KINGDOM--2.1%
                 -------------------------------------------------------------------------------
         12,000  British Petroleum PLC                                                            $       76,493
                 -------------------------------------------------------------------------------
         24,000  Coats Viyella PLC                                                                        78,160
                 -------------------------------------------------------------------------------
          7,000  Eastern Electricity PLC                                                                  70,011
                 -------------------------------------------------------------------------------
          6,000  Midlands Electricity PLC                                                                 60,750
                 -------------------------------------------------------------------------------
          4,200  RMC Group PLC                                                                            61,681
                 -------------------------------------------------------------------------------
         11,000  Williams Holdings PLC                                                                    61,375
                 -------------------------------------------------------------------------------
          4,000  Wolseley PLC                                                                             50,934
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   459,404
                 -------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $2,043,588)                                    2,061,774
                 -------------------------------------------------------------------------------  --------------
                 REGISTERED INVESTMENT COMPANIES--2.9%
                 -------------------------------------------------------------------------------
          7,000  First Iberian Fund Inc.                                                                  53,375
                 -------------------------------------------------------------------------------
         15,400  France Growth Fund, Inc.                                                                169,400
                 -------------------------------------------------------------------------------
         12,400  Germany Fund, Inc.                                                                      148,800
                 -------------------------------------------------------------------------------
          7,800  (a)Italy Fund, Inc.                                                                      81,900
                 -------------------------------------------------------------------------------
          2,600  Malaysia Fund, Inc.                                                                      59,150
                 -------------------------------------------------------------------------------
          5,800  Swiss Helvetia Fund, Inc.                                                               117,450
                 -------------------------------------------------------------------------------  --------------
                 TOTAL REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $625,720)                                                             630,075
                 -------------------------------------------------------------------------------  --------------
                 TOTAL STOCKS (IDENTIFIED COST, $7,842,847)                                            7,868,725
                 -------------------------------------------------------------------------------  --------------
BONDS--40.6%
- ------------------------------------------------------------------------------------------------
                 TREASURY--14.6%
                 -------------------------------------------------------------------------------
$     3,360,000  United States Treasury Note, 6.25%, 2/15/2003
                 (IDENTIFIED COST, $3,144,959)                                                         3,187,162
                 -------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      VALUE
   PRINCIPAL                                                                                         IN U.S.
    AMOUNT                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
                 MORTGAGE-BACKED SECURITIES--8.6%
                 -------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--8.6%
                 -------------------------------------------------------------------------------
$       304,583  Federal Home Loan Mortgage Corporation, 7.50%, 5/1/2024                          $      297,730
                 -------------------------------------------------------------------------------
        220,271  Federal Home Loan Mortgage Corporation, 7.00%, 4/1/2009                                 215,658
                 -------------------------------------------------------------------------------
        542,223  Federal National Mortgage Association, 8.00%, 4/1/2024                                  542,223
                 -------------------------------------------------------------------------------
        269,516  Government National Mortgage Association, 7.00%, 5/15/2024                              253,259
                 -------------------------------------------------------------------------------
        301,739  Government National Mortgage Association, 9.00%, 1/15/2023                              314,657
                 -------------------------------------------------------------------------------
        239,605  Government National Mortgage Association, 9.50%, 1/15/2020                              254,204
                 -------------------------------------------------------------------------------  --------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $1,865,079)                        1,877,731
                 -------------------------------------------------------------------------------  --------------
                 HIGH YIELD--4.3%
                 -------------------------------------------------------------------------------
                 BROADCAST RADIO & TV--0.4%
                 -------------------------------------------------------------------------------
         75,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                  76,688
                 -------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.5%
                 -------------------------------------------------------------------------------
        100,000  Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                           100,000
                 -------------------------------------------------------------------------------  --------------
                 CABLE TV--0.3%
                 -------------------------------------------------------------------------------
         75,000  Continental Cablevision, Inc., Sr. Deb., 9.50%, 8/1/2013                                 67,406
                 -------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.3%
                 -------------------------------------------------------------------------------
         75,000  Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                             75,375
                 -------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.3%
                 -------------------------------------------------------------------------------
         75,000  Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                               68,344
                 -------------------------------------------------------------------------------  --------------
                 CONTAINER & GLASS PRODUCTS--0.5%
                 -------------------------------------------------------------------------------
        100,000  Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                  101,750
                 -------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.3%
                 -------------------------------------------------------------------------------
         75,000  Grand Union Co., Sr. Note, 12.25%, 7/15/2002                                             65,437
                 -------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.3%
                 -------------------------------------------------------------------------------
         75,000  Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                             70,125
                 -------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.3%
                 -------------------------------------------------------------------------------
$        75,000  Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                $       69,750
                 -------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 -------------------------------------------------------------------------------
         75,000  American Standard, Inc., Sr. Sub. Disc. Deb., 10.50%, 6/1/2005                           47,625
                 -------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.4%
                 -------------------------------------------------------------------------------
        100,000  Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                            92,000
                 -------------------------------------------------------------------------------  --------------
                 STEEL--0.3%
                 -------------------------------------------------------------------------------
         75,000  Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                70,875
                 -------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.2%
                 -------------------------------------------------------------------------------
         75,000  Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                            46,313
                 -------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $971,264)                                            951,688
                 -------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE BONDS--0.4%
                 -------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.4%
                 -------------------------------------------------------------------------------
         60,000  General Instrument Corp., Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $81,450)                                                               83,025
                 -------------------------------------------------------------------------------  --------------
<CAPTION>
    FOREIGN
   CURRENCY
  PAR AMOUNT     FOREIGN--12.7%
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.4%
                 -------------------------------------------------------------------------------
        100,000  State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                   82,625
                 -------------------------------------------------------------------------------  --------------
                 BELGIAN FRANCS--0.4%
                 -------------------------------------------------------------------------------
      2,500,000  Belgian Government, Foreign Government Guarantee, 10.00%,
                 4/5/96                                                                                   80,627
                 -------------------------------------------------------------------------------  --------------
                 CANADIAN DOLLAR--0.5%
                 -------------------------------------------------------------------------------
        150,000  Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                             103,776
                 -------------------------------------------------------------------------------  --------------
                 DANISH KRONE--0.7%
                 -------------------------------------------------------------------------------
        800,000  KFW International Finance, Inc., 7.00%, 5/12/2000                                       146,878
                 -------------------------------------------------------------------------------  --------------
                 DEUTSCHE MARK--1.9%
                 -------------------------------------------------------------------------------
        250,000  Bundesobligation, 8.875%, 1/22/96                                                $      165,136
                 -------------------------------------------------------------------------------
        250,000  Bundesobligationen, Deb., 7.25%, 10/20/97                                               162,565
                 -------------------------------------------------------------------------------
        150,000  Treuhandanstalt, 7.75%, 10/1/2002                                                        98,909
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   426,610
                 -------------------------------------------------------------------------------  --------------
                 FRENCH FRANCS--1.2%
                 -------------------------------------------------------------------------------
        700,000  France O.A.T., 8.50%, 11/25/2002                                                        139,767
                 -------------------------------------------------------------------------------
        600,000  France O.A.T., 9.80%, 1/30/96                                                           116,454
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   256,221
                 -------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.4%
                 -------------------------------------------------------------------------------
    150,000,000  Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                 96,725
                 -------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--5.1%
                 -------------------------------------------------------------------------------
     20,000,000  Japan-111, 4.60%, 6/22/98                                                               208,226
                 -------------------------------------------------------------------------------
     40,000,000  Japan-119, Foreign Government Guarantee, 4.80%, 6/21/99                                 418,811
                 -------------------------------------------------------------------------------
     22,000,000  Japan-133, 7.30%, 9/20/2000                                                             255,877
                 -------------------------------------------------------------------------------
     22,000,000  Japan-89, 5.10%, 6/20/96                                                                229,687
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                 1,112,601
                 -------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.8%
                 -------------------------------------------------------------------------------
        300,000  Netherlands Government, 6.00%, 4/15/95                                                  169,493
                 -------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM POUND--1.3%
                 -------------------------------------------------------------------------------
        175,000  UK Conversion, 9.00%, 3/3/2000                                                          275,759
                 -------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN (IDENTIFIED COST, $2,745,052)                                           2,751,315
                 -------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $8,807,804)                                             8,850,921
                 -------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      VALUE
   PRINCIPAL                                                                                         IN U.S.
    AMOUNT                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
**CASH EQUIVALENTS--23.4%
- ------------------------------------------------------------------------------------------------
$     3,250,000  U.S. Treasury Bill, 1/26/95                                                      $    3,172,626
                 -------------------------------------------------------------------------------
      1,930,000  ***J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94
                 (Note 2B)                                                                             1,930,000
                 -------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENTS (AT AMORTIZED COST)                                            5,102,626
                 -------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $21,753,277)                                 $   21,822,272+
                 -------------------------------------------------------------------------------  --------------
</TABLE>

(a) Non-income producing.

  + The cost for federal income tax purposes amounts to $21,753,277. The net
    unrealized appreciation on a federal tax basis amounts to $68,995, which is
    comprised of $274,180 appreciation and $205,185 depreciation at July 31,
    1994.

 ++ The Fund's overall exposure to stocks is 50.7%, after adjustment for the use
    of Russell 2000 and S&P 500 futures contracts.

  * The Fund holds cash equivalents as collateral for the two S & P 500 future
    contracts it bought with a market value of $458,900. Consequently, the
    Fund's exposure to large cap stocks is 23.3% of the fund.

 ** The Fund holds cash equivalents as collateral for the twenty-two Russell
    2000 future contracts it bought with a market value of $2,693,350.
    Consequently, the Fund's exposure to small cap stocks is 12.4% of the fund.

*** The repurchase agreement is fully collateralized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated funds.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Co.

Note: The categories of investments are shown as a percentage of net assets
($21,771,177) at July 31, 1994.

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

FEDERATED MANAGED GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>          <C>
ASSETS:
- --------------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost, $21,753,277)
(Notes 2A and 2B)                                                                                   $   21,822,272
- --------------------------------------------------------------------------------------------------
Cash                                                                                                         1,644
- --------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          224,739
- --------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                       183,302
- --------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                             52,143
- --------------------------------------------------------------------------------------------------
Receivable for futures variation margin (Note 2F)                                                           24,150
- --------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                              8,293
- --------------------------------------------------------------------------------------------------
Deferred expenses (Note 2I)                                                                                 41,723
- --------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                       22,358,266
- --------------------------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------------------------
Payable for investments purchased                                                      $   353,760
- -------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                     184,576
- -------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                             4,438
- -------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                          1,467
- -------------------------------------------------------------------------------------
Accrued expenses                                                                            42,848
- -------------------------------------------------------------------------------------  -----------
     Total liabilities                                                                                     587,089
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 2,159,823 shares of beneficial interest outstanding                                  $   21,771,177
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------------------------
Paid-in capital                                                                                     $   21,615,189
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currency, and futures contracts                                                                  (9,307)
- --------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                       75,874
- --------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                         89,421
- --------------------------------------------------------------------------------------------------  --------------
     Total Net Assets                                                                               $   21,771,177
- --------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
Institutional Service Shares (20,250,112 / 2,008,901 shares of beneficial interest outstanding)             $10.08
- --------------------------------------------------------------------------------------------------  --------------
Select Shares (1,521,065 / 150,922 shares of beneficial interest outstanding)                               $10.08
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED MANAGED GROWTH FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                             <C>        <C>        <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $591)                                                      $   156,543
- ----------------------------------------------------------------------------------------------------
Dividends (net of foreign taxes withheld of $1,011)                                                        19,772
- ----------------------------------------------------------------------------------------------------  -----------
     Total investment income (Note 2C)                                                                    176,315
- ----------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------------
Investment advisory fee**                                                                  $  26,553
- -----------------------------------------------------------------------------------------
Administrative personnel and services**                                                        2,396
- -----------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                       11,162
- -----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                       437
- -----------------------------------------------------------------------------------------
Legal fees                                                                                     1,000
- -----------------------------------------------------------------------------------------
Fund share registration costs                                                                  2,342
- -----------------------------------------------------------------------------------------
Printing and postage                                                                           2,248
- -----------------------------------------------------------------------------------------
Insurance premiums                                                                             1,000
- -----------------------------------------------------------------------------------------
Taxes                                                                                             30
- -----------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                        362
- -----------------------------------------------------------------------------------------
Distribution services fee**                                                                    1,087
- -----------------------------------------------------------------------------------------
Miscellaneous                                                                                    551
- -----------------------------------------------------------------------------------------  ---------
     Total expenses                                                                           49,168
- -----------------------------------------------------------------------------------------
Deduct--
- -----------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                             $  26,553
- ------------------------------------------------------------------------------
Waiver of distribution services fee**                                                 362     26,915
- ------------------------------------------------------------------------------  ---------  ---------
     Net expenses                                                                                          22,253
- ----------------------------------------------------------------------------------------------------  -----------
          Net investment income                                                                           154,062
- ----------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY,
AND FUTURES CONTRACTS:
- ----------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
(identified cost basis)                                                                                    75,874
- ----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                     (9,307)
- ----------------------------------------------------------------------------------------------------  -----------
     Net realized and unrealized gain (loss) on investments, foreign currency
     and futures contracts                                                                                 66,567
- ----------------------------------------------------------------------------------------------------  -----------
          Change in net assets resulting from operations                                              $   220,629
- ----------------------------------------------------------------------------------------------------  -----------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

**(See Note 4)

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


FEDERATED MANAGED GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
                                                                                                    (UNAUDITED)
<S>                                                                                               <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------------------------------------
Net investment income                                                                              $      154,062
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($75,874 net gain as computed for federal tax purposes) (Note 2E)                                          75,874
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                     (9,307)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from operations                                                       220,629
- ------------------------------------------------------------------------------------------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)--
- ------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ------------------------------------------------------------------------------------------------
     Institutional Services Shares                                                                        (62,979)
- ------------------------------------------------------------------------------------------------
     Select Shares                                                                                         (1,662)
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets resulting from distributions to shareholders                               (64,641)
- ------------------------------------------------------------------------------------------------  ----------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           22,454,530
- ------------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                          28,362
- ------------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                  (867,703)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets from Fund share transactions                                                 21,615,189
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets                                                                         21,771,177
- ------------------------------------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------------------------------------
Beginning of period                                                                                      --
- ------------------------------------------------------------------------------------------------  ----------------
End of period (including undistributed net investment income of $89,421)                           $   21,771,177
- ------------------------------------------------------------------------------------------------  ----------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

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

FEDERATED MANAGED GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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


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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investments.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash or U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the financial futures contract is
     determined and any difference between such value and the original futures
     contract value is reflected in the "daily variation margin" account. Daily
     variation margin adjustments, arising from this "marking to market"
     process, are recorded by the Fund as unrealized gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering
     into futures contracts include the possibility that a change in the value
     of the contract may not correlate with changes in the value of the
     underlying securities. For the period ended the Fund had a realized gain of
     $108,463 on futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<CAPTION>
                               CONTRACTS                           UNREALIZED
    EXPIRATION                TO DELIVER/                         APPRECIATION
       DATE                     RECEIVE              POSITION    (DEPRECIATION)
<S>                  <C>                            <C>         <C>
September 1994          22 Russell 2000 Futures        Long        ($   80,275)
September 1994          2 S&P 500 Index Futures        Long              2,863
                                                                   -----------
Net Unrealized Appreciation (Depreciation) on Futures
Contracts                                                          ($   77,412)
                                                                   -----------
</TABLE>

G.   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.

H.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability of
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.

     At July 31, 1994 the portfolio was diversified with the following
     industries:

<TABLE>
<S>                         <C>       <C>                         <C>
Appliances                   .23%      Healthcare                    .23%
Automobiles                  .22       Insurance                     .24
Banking                     2.20       Machinery                    1.05
Beverage & Tobacco           .40       Merchandising                 .72
Broadcasting                 .29       Multi-Industry               2.89
Building/Supplies            .80       Real Estate                   .38
Electronic Equipment         .22       Textiles                      .36
Energy                       .71       Utilities                    1.18
Finance                      .41
</TABLE>

I.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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


(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
                           INSTITUTIONAL SERVICE SHARES                                SHARES        DOLLARS
<S>                                                                                  <C>          <C>
Shares sold                                                                            2,092,512  $   20,940,107
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                             2,691          27,101
- -----------------------------------------------------------------------------------
Shares redeemed                                                                          (86,302)       (863,234)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Institutional Service Shares transactions               2,008,901  $   20,103,974
- -----------------------------------------------------------------------------------  -----------  --------------
<CAPTION>

                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
                                   SELECT SHARES                                       SHARES        DOLLARS
<S>                                                                                  <C>          <C>
Shares sold                                                                              151,240  $    1,514,423
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               125           1,261
- -----------------------------------------------------------------------------------
Shares redeemed                                                                             (443)         (4,469)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Select Shares transactions                                150,922       1,511,215
- -----------------------------------------------------------------------------------  -----------  --------------
          Total net change resulting from Fund share transactions                      2,159,823  $   21,615,189
- -----------------------------------------------------------------------------------  -----------  --------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to July
  31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .75 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive its fee. The Adviser can modify or terminate this
voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

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 net assets of
the Fund for the period. This fee is to obtain certain personal services for
shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $35,959 and $39,068, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,205 and $2,396, respectively, pursuant to this agreement.

Certain Officers and Trustees of the Fund 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 July 31, 1994, were as follows:

<TABLE>
<S>                                                                                                 <C>
PURCHASES                                                                                           $   20,407,549
- --------------------------------------------------------------------------------------------------  --------------
SALES                                                                                               $    3,733,814
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

                                                              September 30, 1994

[LOGO] MANAGED SERIES TRUST


FEDERATED MANAGED GROWTH FUND
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
   Absent the anticipated voluntary waiver, the Total Institutional Service
   Shares Operating Expenses are estimated to be 1.27%.
   For more information on Institutional Service  Shares expenses, see
   "Summary of Fund Expenses" on page 1 of the Prospectus.
   
2. With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be
expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3. The following sentence should be added after the "Asset Category" Table
on page 3 of the                                Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the subsection entitled "Options."
   
4. RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Small Company Stocks.  Stocks in the small capitalization sector of the
   United States equity market have historically been more volatile in price
   than larger capitalization stocks, such as those included in the Standard
   & Poor's 500 Index.  See "Small Company Stocks" on page 4 of the
   Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   page 6 of the Prospectus.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on pages 8 and 9 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 9 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks", a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
#G00251-01-SS (5/94)


Federated Managed Growth Fund
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Prospectus

The Institutional Service Shares of Federated Managed Growth Fund (the "Fund")
offered by this prospectus represent interests in the Fund, which is a
diversified investment portfolio of Managed Series Trust (the "Trust"). The
Trust is an open-end management investment company (a mutual fund).

The investment objective of the Fund is to seek capital appreciation. In
pursuing its objective, the Fund will consider the current income of the
investments it selects. The Fund invests in both bonds and stocks. Institutional
Service Shares are sold at net asset value.

The Institutional Service 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 Institutional Service Shares
involves investment risks, including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Institutional Service Shares and Select Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Equity Asset Categories                                                    3
      Large Company Stocks                                                     3
      Utility Stocks                                                           4
      Small Company Stocks                                                     4
      Foreign Stocks                                                           4
    Cash Reserves Category                                                     4
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 5
      Mortgaged-Backed Securities                                              5
      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
      Foreign Bonds                                                            5
    Acceptable Investments                                                     6
      Equity Securities                                                        6
      Foreign Securities                                                       6

         Investment Risks                                                      6

      Cash Reserves                                                            6
         Repurchase Agreements                                                 6
      U.S. Treasury and Other U.S.
         Government Securities                                                 7
      Mortgage-Backed Securities                                               7
         Collateralized Mortgage Obligations
           ("CMOs")                                                            7
         Real Estate Mortgage Investment
           Conduits ("REMICs")                                                 8
         Characteristics of Mortgage-Backed
           Securities                                                          8
      Corporate Bonds                                                          9

         Investment Risks                                                      9

    Investing in Securities of Other
      Investment Companies                                                     9
    Restricted and Illiquid Securities                                        10
    When-Issued and Delayed Delivery
      Transactions                                                            10
    Lending of Portfolio Securities                                           10
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency Exchange
      Contracts                                                               11
    Options                                                                   11
    Futures and Options on Futures                                            12
      Risks                                                                   12

    Portfolio Turnover                                                        13

  Investment Limitations                                                      13

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Institutional Service Shares                                15
  Administration of the Fund                                                  15
    Administrative Services                                                   15
    Shareholder Services Plan                                                 16
    Custodian                                                                 16
    Transfer Agent and Dividend
      Disbursing Agent                                                        16
    Legal Counsel                                                             16
    Independent Public Accountants                                            16
  Brokerage Transactions                                                      16
  Expenses of the Fund and Institutional
    Service Shares                                                            16

Net Asset Value                                                               17
- ------------------------------------------------------

Investing in Institutional Service Shares                                     17
- ------------------------------------------------------

  Share Purchases                                                             17
    Through a Financial Institution                                           17
    By Wire                                                                   18
    By Mail                                                                   18
  Minimum Investment Required                                                 18
  What Shares Cost                                                            18
  Subaccounting Services                                                      18
  Systematic Investment Program                                               19
  Certificates and Confirmations                                              19
  Dividends                                                                   19
  Capital Gains                                                               19

Redeeming Institutional Service Shares                                        19
- ------------------------------------------------------

  Through a Financial Institution                                             19
  Telephone Redemption                                                        20
  Written Requests                                                            20
    Signatures                                                                20
    Receiving Payment                                                         20
  Systematic Withdrawal Program                                               21
  Accounts with Low Balances                                                  21

Shareholder Information                                                       21
- ------------------------------------------------------

  Voting Rights                                                               21
  Massachusetts Partnership Law                                               21

Tax Information                                                               22
- ------------------------------------------------------

  Federal Income Tax                                                          22
  Pennsylvania Corporate and
    Personal Property Taxes                                                   22

Performance Information                                                       22
- ------------------------------------------------------

Other Classes of Shares                                                       23
- ------------------------------------------------------

Appendix                                                                      24
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                  <C>        <C>
                                                  Institutional Service Shares
                                                Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)....................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).........                  None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)........................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable).............................                  None
Exchange Fee...................................................................................                  None
                                    Annual Institutional Service Shares Operating Expenses*
                                       (As a percentage of projected average net assets)
Management Fee (after waiver) (1)..............................................................                  0.48%
12b-1 Fee......................................................................................                  None
Total Other Expenses...........................................................................                  0.52%
    Shareholder Servicing Fee (2)..............................................................       0.00%
         Total Institutional Service Shares Operating Expenses (3).............................                  1.00%
</TABLE>

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


(2) The Institutional Service Shares have no present intention of paying or
    accruing the shareholder servicing fee. If Institutional Service Shares were
    paying or accruing the shareholder servicing fee, the Institutional Service
    Shares would be able to pay up to 0.25% of their average daily net assets
    for the shareholder servicing fee.


(3) The Total Institutional Service Shares Operating Expenses are estimated to
    be 1.27% absent the anticipated voluntary waiver of a portion of the
    management fee.

* Total Institutional Service Shares Operating Expenses are based on average
  expenses expected to be incurred during the period ended January 31, 1995.
  During the course of this period, expenses may be more or less than the
  average amount shown.

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

<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..................................................     $10        $32
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class of
shares called Select Shares. Institutional Service Shares and Select Shares are
subject to certain of the same expenses; however, Select Shares are subject to a
12b-1 fee of up to 0.75%. See "Other Classes of Shares."

General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interest in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Institutional Service Shares and Select Shares. This prospectus relates only
to Institutional Service Shares.

Institutional Service Shares ("Shares") of the Fund are designed to give
institutions, individuals, and financial institutions acting in a fiduciary or
agency capacity a convenient means of accumulating an interest in a
professionally managed, diversified investment portfolio. A minimum initial
investment of $25,000 over a 90-day period is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek capital appreciation. In
pursuing its objective, the Fund will consider the current income of the
investments it selects. There can be, of course, no assurance that the Fund will
achieve its investment objective. The Fund's investment objective cannot be
changed without the approval of shareholders. Unless otherwise noted, the Fund's
investment policies may be changed by the Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: stocks
and bonds. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.


The Fund will invest between 50 and 70 percent of its assets in stocks. The
stock asset categories are large company stocks, utility stocks, small company
stocks, and foreign stocks.


The Fund will invest between 30 and 50 percent of its assets in bonds. The
Fund's adviser believes that bonds offer opportunities for growth of capital or
otherwise may be desirable under prevailing market or economic conditions. The
bond asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.

The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
             Asset Category                  Range
<S>                                       <C>
Stocks                                          50-70%
Large Company Stocks                             0-70%
Utility Stocks                                    0-7%
Small Company Stocks                             0-21%
Foreign Stocks                                   0-21%

Cash Reserves                                    0-14%

Bonds                                           30-50%
U.S. Treasury Securities                         0-45%
Mortgage-Backed Securities                       0-15%
Investment-Grade Corporate Bonds                 0-15%
High Yield Corporate Bonds                       0-15%
Foreign Bonds                                    0-15%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, foreign
stocks are judged to be unusually attractive relative to other asset categories,
the allocation for foreign stocks may be moved to its upper limit. At other
times when foreign stocks appear to be overvalued, the commitment may be moved
down to a lesser allocation. There is no assurance, however, that the adviser's
attempts to pursue this strategy will result in a benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 70 percent of its total assets in large
     company stocks.

     Utility Stocks.  Utility stocks are common stocks and securities
     convertible into or exchangeable for common stocks, such as rights and
     warrants, of utility companies. The Fund may invest up to seven percent of
     its total assets in utility stocks. Common stocks of utilities are
     generally characterized by higher dividend yields and lower growth rates
     than common stocks of industrial companies. Under normal market conditions,
     the higher income stream from utility stocks tends to make them less
     volatile than stocks of industrial companies.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price a number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small capitalization
     stocks. The Fund may invest up to 21 percent of its total assets in small
     company stocks.

     Stocks in the small capitalization sector of the United States equity
     market have historically been more volatile in price than larger
     capitalization stocks, such as those included in the Standard & Poor's 500
     Index. This is because, among other things, small companies have less
     certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa.

     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to 21 percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is desirable, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 14 percent of
its total assets in cash reserves.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. Generally, the Fund will invest in Bond Assets
which are believed to offer opportunities for growth of capital when the adviser
believes interest rates will decline and, therefore, the value of the debt
securities will increase, or the market value of bonds will increase due to
factors affecting certain types of bonds or particular issuers, such as
improvement in credit quality due to company fundamentals or economic conditions
or assumptions on changes in trends in prepayment rates with respect to
mortgage-backed securites. The average duration of the Fund's Bond Assets will
be not less than three nor more than seven years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower expected
market volatility, and a lower average duration during periods of higher
expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 45 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 15 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 15 percent of its total
     assets in investment-grade corporate bonds. In certain cases the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to 15 percent of its total assets in high yield corporate bonds. There
     is no minimal acceptable rating for a security to be purchased or held in
     the Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 15 percent of its total assets in foreign bonds.

Acceptable Investments

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Utility stocks are common stocks of utility companies, including water
     companies, companies that produce, transmit, or distribute gas and electric
     energy and those companies that provide communications facilities, such as
     telephone and telegraph companies. Foreign stocks are equity securities of
     foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's Investors Service,
     Inc. (Aaa, Aa, A or Baa) or by Standard & Poor's Corporation (AAA, AA, A or
     BBB) or are unrated if determined to be of equivalent quality by the Fund's
     adviser.


         Investment Risks.  Investments in foreign securities involve special
         risks that differ from those associated with investments in domestic
         securities. The risks associated with investments in foreign securities
         apply to securities issued by foreign corporations and sovereign
         governments. These risks relate to political and economic developments
         abroad, as well as those that result from the differences between the
         regulation of domestic securities and issuers and foreign securities
         and issuers. These risks may include, but are not limited to,
         expropriation, confiscatory taxation, currency fluctuations,
         withholding taxes on interest, limitations on the use or transfer of
         Fund assets, political or social instability and adverse diplomatic
         developments. It may also be more difficult to enforce contractual
         obligations or obtain court judgments abroad than would be the case in
         the United States because of differences in the legal systems. If the
         issuer of the debt or the governmental authorities that control the
         repayment of the debt may be unable or unwilling to repay principal or
         interest when due in accordance with the terms of such debt, the Fund
         may have limited legal recourse in the event of default. Moreover,
         individual foreign economies may differ favorably or unfavorably from
         the domestic economy in such respects as growth of gross national
         product, the rate of inflation, capital reinvestment, resource
         self-sufficiency and balance of payments position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgaged-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

         Because the cash flow is distributed sequentially instead of pro rata
         as with pass-through securities, the cash flows and average lives of
         CMOs are more predictable, and there is a period of time during which
         the investors in the longer-maturity classes receive no principal
         paydowns. The interest portion of these payments is distributed by the
         Fund as income and the capital portion is reinvested.

         The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To qualify as a
         REMIC, substantially all of the assets of the entity must be in assets
         directly or indirectly secured principally by real property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions to holders of mortgage-backed
         securities include both interest and principal payments. Principal
         payments represent the amortization of the principal of the underlying
         mortgages and any prepayments of principal due to prepayment,
         refinancing, or foreclosure of the underlying mortgages. Although
         maturities of the underlying mortgage loans may range up to 30 years,
         amortization and prepayments substantially shorten the effective
         maturities of mortgage-backed securities. Due to these features,
         mortgage-backed securities are less effective as a means of "locking
         in" attractive long-term interest rates than fixed-income securities
         which pay only a stated amount of interest until maturity, when the
         entire principal amount is returned. This is caused by the need to
         reinvest at lower interest rates both distributions of principal
         generally and significant prepayments which become more likely as
         mortgage interest rates decline. Since comparatively high interest
         rates cannot be effectively "locked in," mortgage-backed securities may
         have less potential for capital appreciation during periods of
         declining interest rates than other non-callable, fixed-income
         government securities of comparable stated maturities. However,
         mortgage-backed securities may experience less pronounced declines in
         value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments
         on the underlying mortgages. Therefore, interest-only SMBSs generally
         increase in value as interest rates rise and decrease in value as
         interest rates fall, counter to changes in value experienced by most
         fixed income securities. The Fund's adviser intends to use this
         characteristic of interest-only SMBSs to reduce the effects of interest
         rate changes on the value of the Fund's portfolio, while continuing to
         pursue the Fund's investment objective.

     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:

      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's
     rating is reduced below the required minimum after the Fund has purchased
     it, the Fund is not required to sell the security, but may consider doing
     so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks.  Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks.  To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures
contracts as a hedge to attempt to protect its portfolio securities against
decreases in value. When the Fund writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but not
obligated) to sell a futures contract at the fixed price during the life of the
option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5
percent of the market value of the Fund's total assets. When the Fund purchases
futures contracts, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security or will make deposits to collateralize the
position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in connection with the sale
      of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to .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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since the
     Fund's inception. In allocating the Fund's assets, Mr. Ritter evaluates the
     market environment and economic outlook, utilizing the services of the
     investment adviser's economist and strategist. Mr. Ritter joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1992. From 1988 until 1991, Mr. Ritter acted as an Assistant
     Vice President. Mr. Ritter is a Chartered Financial Analyst and received
     his M.B.A. in Finance from the University of Chicago and his M.S. in
     Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.

     Christopher H. Wiles is the portfolio manager for the utility stocks asset
     category, and has been one of the Fund's portfolio managers since its
     inception. Mr. Wiles joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since 1992. Mr. Wiles served as
     Assistant Vice President of the Fund's investment adviser from 1990 until
     1992. Mr. Wiles was a portfolio manager at Mellon Bank from 1986 until
     1990. Mr. Wiles is a Chartered Financial Analyst and received his M.B.A. in
     Finance from Cleveland State University.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this capacity since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in 1989 as an
     Assistant Vice President of the Fund's investment adviser. Mr. Bauer was an
     Assistant Vice President of the International Banking Division at
     Pittsburgh National Bank from 1982 until
     1989. Mr. Bauer is a Chartered Financial Analyst and received his M.B.A. in
     Finance from Pennsylvania State University.


     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as a Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the Fund's
     investment adviser since 1991. Mr. Balestrino served as an investment
     analyst of the investment adviser 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.A. in Urban
     and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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 Institutional Service Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.

Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions would
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution would receive payments from the Fund
at a rate not exceeding .25 of 1% of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services would include, but not be limited to, the provision of
personal service and maintenance of shareholder accounts.

In addition to receiving the payments under the Services Plan, financial
institutions could be compensated by the distributor, who could be reimbursed by
the adviser, or affiliates thereof, for providing administrative support
services to holders of Shares. These payments would be made directly by the
distributor, and will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Institutional Service Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, no expenses are allocated to the Shares as a class. However, the
Trustees reserves the right to allocate certain other expenses to holders of
Shares as it deems 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 Shares; fees under the Fund's
Shareholder Services Plan, if any; 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 registration fees paid to state securities
commissions; expenses related to administrative personnel and services as
required to support holders of Shares; legal fees relating solely to Shares; and
Trustees' fees incurred as a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Institutional Service Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents must purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Growth Fund--Institutional
Service Shares; Fund Number (this number can be found on the account statement
or by contacting the Fund); Group Number or Wire Order Number; Nominee or
Institution Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Growth Fund--Institutional Service Shares to Federated Services Company,
c/o State Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts
02266-8602. Orders by mail are considered received after payment by check is
converted by State Street Bank into federal funds. This is normally the next
business day after State Street Bank receives the check.


Minimum Investment Required

The minimum initial investment in Shares is $25,000. However, an account may be
opened with a smaller amount as long as the $25,000 minimum is reached within 90
days. An institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account had been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

Detailed confirmations of each purchase or redemption are sent to each
shareholder. Quarterly confirmations are sent to report dividends paid during
that quarter.

Dividends

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Unless shareholders request cash payments by writing
the Fund, dividends are automatically reinvested in additional Shares of the
Fund on payment dates at the ex-dividend date net asset value without a sales
charge.

Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Institutional Service Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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 instructions to the Fund. The financial institution may
charge customary fees and commissions for this service.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 $25,000. A shareholder may apply for participation in this
program through Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000. This
requirement does not apply, however, if the balance falls below $25,000 because
of changes in the Fund's net asset value. Before Shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Institutional Service
Shares and Select Shares. Because Select Shares are subject to 12b-1 fees, the
total return and yield for Institutional Service Shares, for the same period,
will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Institutional
Service Shares using certain financial publications and/or compare the
performance of Institutional Service Shares to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Select Shares are sold primarily to retail and private banking customers of
financial institutions. Select Shares are sold at net asset value. Investments
in Select Shares are subject to a minimum initial investment of $1,500.

Select Shares are distributed pursuant to a 12b-1 Plan adopted by the Trust
whereby the distributor is paid a fee of .75 of 1% of the Select Shares' average
daily net assets. Select Shares are also subject to a Shareholder Services Plan
fee of .25 of 1%.

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

The amount of dividends payable to Institutional Service Shares will exceed that
of Select Shares by the difference between Class Expenses and distribution
expenses borne by shares of each respective class.

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

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 rated 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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Growth Fund
                    Institutional Service Shares                           Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Federated Managed
Growth Fund
Institutional Service Shares
Prospectus

A Diversified Portfolio
of Managed Series Trust,
an Open-End Management
Investment Company


Prospectus dated March 11, 1994


3122010A-ISS (3/94)


               FEDERATED
            MANAGED GROWTH
                 FUND

      [LOGO] MANAGED SERIES TRUST

             ------------
         INSTITUTIONAL SERVICE
             ------------
                SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

     Federated Managed Growth Fund
              is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K503
       G00529-02 (9/94)


FEDERATED MANAGED GROWTH FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Growth Fund--Institutional Service Shares after page 1, following
     the section entitled "Summary of Fund Expenses" and before the section
     entitled "General Information." In addition, please add the heading
     "Financial Highlights--Institutional Service Shares" to the Table of
     Contents page, after the heading "Summary of Fund Expenses."

FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.08
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and
  futures contracts                                                                                        0.03
- -------------------------------------------------------------------------------------------------  ---------------
  Total from investment operations                                                                         0.11
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.03)
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.08
- -------------------------------------------------------------------------------------------------  ---------------
TOTAL RETURN**                                                                                             1.14%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.60%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    4.38%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         0.75%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $  20,250
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    28%
- -------------------------------------------------------------------------------------------------
</TABLE>

 *  Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please delete the section entitled "Small Company Stocks" on page 4 and
     replace it with the following. In addition, please add the heading
     "Investment Risks" to the Table of Contents page after "Small Company
     Stocks."

"SMALL COMPANY STOCKS. Small company stocks are common stocks and securities
convertible into or exchangeable for common stocks, such as rights and warrants,
of companies with a market capitalization (market price x number of shares
outstanding) below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the United States equity market. These stocks are
comparable to, but not limited to, the stocks comprising the Russell 2000 Index,
an index of small capitalization stocks. The Fund may invest up to 21 percent of
its total assets in small company stocks.

     INVESTMENT RISKS. Stocks in the small capitalization sector of the United
     States equity market have historically been more volatile in price than
     larger capitalization stocks, such as those included in the Standard &
     Poor's 500 Index. This is because, among other things, small companies have
     less certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa."

 C.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 5:

"Yankee bonds, which are U.S. dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 D.  The following should be added as a sub-section under the section entitled
     "High Yield Corporate Bonds" on page 5. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 E.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds" on page 9. In addition, please delete
     the heading "Investment Risks," which appears immediately following the
     heading "Corporate Bonds" on the Table of Contents page.

 F.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 G.  Please delete the first sentence of the fifth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."

 H.  Please add the following as the ninth paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 I.   Please delete the section entitled "Administrative Services" on page 15
      and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 J.   Please delete the section entitled "Shareholder Services Plan" on page
      16, and replace it with the following:

"SHAREHOLDER SERVICES PLAN. The Trust has adopted a Shareholder Services Plan
(the 'Services Plan') under which the Fund may make payments up to 0.25 of 1% of
the average daily net asset value of the Institutional Service Shares to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts ('shareholder services'). The Trust has entered into a Shareholder
Services Agreement with Federated Shareholder Services, a subsidiary of
Federated Investors, under which Federated Shareholder Services will either
perform shareholder services directly or will select Financial Institutions to
perform shareholder services. Financial Institutions will receive fees based
upon shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Trust and Federated Shareholder Services."

 K.  Please insert the following section entitled "Other Payments to Financial
     Institutions" after the new section entitled "Shareholder Services Plan"
     on page 16. In addition, please add the heading "Other Payments to
     Financial Institutions" to the Table of Contents page after the heading
     "Shareholder Services Plan."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Services Plan, financial institutions could be compensated by the
distributor, who could be reimbursed by the adviser, or affiliates thereof, for
providing administrative support services to holders of Shares. These payments
will be made directly by the distributor and will not be made from the assets of
the Fund."

 L.  Please insert the following as the last sentence of the first paragraph in
     the section entitled "Voting Rights" on page 21:

"As of September 6, 1994, ENBTRUST of Marysville, Kansas, acting in various
capacities for numerous accounts, was the owner of record of 69,128 Select
Shares (29.29%) of Federated Managed Growth 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."


 M. Please insert the following "Financial Highlights" table for Federated
    Managed Growth Fund--Select Shares after page 23, following the section
    entitled "Other Classes of Shares." In addition, please add the heading
    "Financial Highlights--Select Shares" to the Table of Contents page after
    the heading "Other Classes of Shares."

FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                               <C>
- ------------------------------------------------------------------------------------------------  -----------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.05
- ------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and futures
  contracts                                                                                                0.06
- ------------------------------------------------------------------------------------------------       --------
  Total from investment operations                                                                         0.11
- ------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.03)
- ------------------------------------------------------------------------------------------------       --------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.08
- ------------------------------------------------------------------------------------------------       --------
TOTAL RETURN**                                                                                             1.07%
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.39%(a)
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    3.63%(a)
- ------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.00%(a)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                                $1,521
- ------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    28%
- ------------------------------------------------------------------------------------------------
</TABLE>

 *  Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 N.  Please insert the following Financial Statements after the section
     entitled "Financial Highlights--Select Shares" and before the section
     entitled "Appendix." In addition, please add the heading "Financial
     Statements" to the Table of Contents page after the heading "Financial
     Highlights--Select Shares."

FEDERATED MANAGED GROWTH FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      VALUE
                                                                                                     IN U.S.
    SHARES                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
STOCKS--36.2%++
- ------------------------------------------------------------------------------------------------
                 LARGE COMPANY--21.2%*
                 -------------------------------------------------------------------------------
                 BASIC INDUSTRY--2.0%
                 -------------------------------------------------------------------------------
          2,000  (a)FMC Corp.                                                                     $      117,500
                 -------------------------------------------------------------------------------
          2,000  Lubrizol Corp.                                                                           67,750
                 -------------------------------------------------------------------------------
          2,600  Phelps Dodge Corp.                                                                      160,550
                 -------------------------------------------------------------------------------
          4,200  Praxair, Inc.                                                                            94,500
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   440,300
                 -------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--0.8%
                 -------------------------------------------------------------------------------
          3,000  Ford Motor Co.                                                                           95,250
                 -------------------------------------------------------------------------------
          1,600  General Motors Corp.                                                                     82,200
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   177,450
                 -------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--2.7%
                 -------------------------------------------------------------------------------
          1,300  Avon Products, Inc.                                                                      73,612
                 -------------------------------------------------------------------------------
          2,100  Eastman Kodak Co.                                                                       101,587
                 -------------------------------------------------------------------------------
          5,300  Mattel, Inc.                                                                            146,413
                 -------------------------------------------------------------------------------
          2,100  Philip Morris Cos., Inc.                                                                115,500
                 -------------------------------------------------------------------------------
          2,600  Reebok International, Ltd.                                                               92,300
                 -------------------------------------------------------------------------------
          9,400  (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                            63,450
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   592,862
                 -------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--1.5%
                 -------------------------------------------------------------------------------
          3,800  American Stores Co.                                                              $       98,325
                 -------------------------------------------------------------------------------
          2,800  Sears, Roebuck & Co.                                                                    132,300
                 -------------------------------------------------------------------------------
          4,300  (a)Tele-Communications, Inc., Class A                                                   100,244
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   330,869
                 -------------------------------------------------------------------------------  --------------
                 ENERGY--2.5%
                 -------------------------------------------------------------------------------
          3,400  Baker Hughes, Inc.                                                                       71,825
                 -------------------------------------------------------------------------------
          2,800  Chevron Corp.                                                                           124,250
                 -------------------------------------------------------------------------------
          1,500  Mapco, Inc.                                                                              90,937
                 -------------------------------------------------------------------------------
            400  Peoples Energy Corp.                                                                     10,250
                 -------------------------------------------------------------------------------
          1,900  Texaco, Inc.                                                                            120,650
                 -------------------------------------------------------------------------------
          4,500  USX Marathon Group                                                                       78,188
                 -------------------------------------------------------------------------------
          1,200  (a)Western Atlas, Inc.                                                                   58,350
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   554,450
                 -------------------------------------------------------------------------------  --------------
                 FINANCE--3.6%
                 -------------------------------------------------------------------------------
          1,500  AMLI Residential Properties                                                              32,250
                 -------------------------------------------------------------------------------
          1,300  Bankers Trust of New York Corp.                                                          87,100
                 -------------------------------------------------------------------------------
          2,500  Citicorp                                                                                103,125
                 -------------------------------------------------------------------------------
          1,700  Dean Witter, Discover & Co.                                                              68,212
                 -------------------------------------------------------------------------------
          1,100  Dreyfus Corp.                                                                            54,450
                 -------------------------------------------------------------------------------
          1,000  Federal National Mortgage Association                                                    86,750
                 -------------------------------------------------------------------------------
            900  Mellon Bank Corp.                                                                        51,525
                 -------------------------------------------------------------------------------
          3,200  PNC Financial Corp.                                                                      92,000
                 -------------------------------------------------------------------------------
          1,700  Transamerica Corp.                                                                       86,275
                 -------------------------------------------------------------------------------
          3,500  Travelers, Inc.                                                                         115,938
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   777,625
                 -------------------------------------------------------------------------------  --------------
                 HEALTHCARE--1.7%
                 -------------------------------------------------------------------------------
          2,000  American Home Products Corp.                                                     $      114,750
                 -------------------------------------------------------------------------------
          1,700  Beckton, Dickinson & Co.                                                                 71,612
                 -------------------------------------------------------------------------------
          1,700  Bristol-Myers Squibb Co.                                                                 89,462
                 -------------------------------------------------------------------------------
          2,300  U.S. Healthcare, Inc.                                                                    87,113
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   362,937
                 -------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--1.8%
                 -------------------------------------------------------------------------------
            700  Deere & Co.                                                                              49,087
                 -------------------------------------------------------------------------------
          1,500  General Electric Co.                                                                     75,562
                 -------------------------------------------------------------------------------
          1,600  (a)Litton Industries, Inc.                                                               59,400
                 -------------------------------------------------------------------------------
            800  Loews Corp.                                                                              70,600
                 -------------------------------------------------------------------------------
          2,400  Textron, Inc.                                                                           127,800
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   382,449
                 -------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--2.7%
                 -------------------------------------------------------------------------------
          3,600  General Motors Corp., Class E                                                           126,900
                 -------------------------------------------------------------------------------
          1,400  Hewlett-Packard Co.                                                                     108,675
                 -------------------------------------------------------------------------------
          2,600  Martin-Marietta Corp.                                                                   117,975
                 -------------------------------------------------------------------------------
          1,900  Raytheon Co.                                                                            124,688
                 -------------------------------------------------------------------------------
          3,000  Rockwell International Corp.                                                            107,625
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   585,863
                 -------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.4%
                 -------------------------------------------------------------------------------
          3,100  Ryder Systems, Inc.                                                                      80,988
                 -------------------------------------------------------------------------------  --------------
                 UTILITIES--1.5%
                 -------------------------------------------------------------------------------
          2,200  AT & T Corp.                                                                            120,175
                 -------------------------------------------------------------------------------
            600  British Telecommunications, ADR                                                          35,475
                 -------------------------------------------------------------------------------
          1,400  Duke Power Co.                                                                           53,550
                 -------------------------------------------------------------------------------
          1,500  Enron Corp.                                                                      $       48,562
                 -------------------------------------------------------------------------------
          3,300  MCI Communications Corp.                                                                 75,075
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   332,837
                 -------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $4,622,730)                                     4,618,630
                 -------------------------------------------------------------------------------  --------------
                 UTILITY--2.6%
                 -------------------------------------------------------------------------------
                 UTILITIES--2.6%
                 -------------------------------------------------------------------------------
            800  Ameritech Corp.                                                                          32,800
                 -------------------------------------------------------------------------------
            400  Baltimore Gas & Electric Co.                                                              9,150
                 -------------------------------------------------------------------------------
            600  Bell Atlantic Corp.                                                                      33,975
                 -------------------------------------------------------------------------------
            500  BellSouth Corp.                                                                          31,250
                 -------------------------------------------------------------------------------
            400  Cincinnati Gas & Electric Co.                                                             8,950
                 -------------------------------------------------------------------------------
            400  CMS Energy Corp.                                                                          9,050
                 -------------------------------------------------------------------------------
            400  Consolidated Edison Co. of New York                                                      11,500
                 -------------------------------------------------------------------------------
            500  DPL, Inc.                                                                                10,187
                 -------------------------------------------------------------------------------
            300  DQE                                                                                       9,037
                 -------------------------------------------------------------------------------
            300  Duke Power Co.                                                                           11,475
                 -------------------------------------------------------------------------------
            400  Entergy Corp.                                                                            10,200
                 -------------------------------------------------------------------------------
            400  Florida Progress Corp.                                                                   11,200
                 -------------------------------------------------------------------------------
            300  FPL Group, Inc.                                                                           9,487
                 -------------------------------------------------------------------------------
            400  General Public Utilities Corp.                                                           10,300
                 -------------------------------------------------------------------------------
          1,000  GTE Corp.                                                                                31,750
                 -------------------------------------------------------------------------------
            200  MCN Corp.                                                                                 7,975
                 -------------------------------------------------------------------------------
            300  Nipsco Industries, Inc.                                                                   8,775
                 -------------------------------------------------------------------------------
            400  Northeast Utilities Co.                                                                   9,350
                 -------------------------------------------------------------------------------
            800  Nynex Corp.                                                                              30,800
                 -------------------------------------------------------------------------------
            400  Pacific Enterprises                                                              $        8,200
                 -------------------------------------------------------------------------------
            600  Pacificorp                                                                               10,650
                 -------------------------------------------------------------------------------
            400  Peco Energy Co.                                                                          10,450
                 -------------------------------------------------------------------------------
            600  Pinnacle West Capital Corp.                                                              10,575
                 -------------------------------------------------------------------------------
            400  PSI Resources, Inc.                                                                       8,850
                 -------------------------------------------------------------------------------
            300  Public Service Enterprise Group, Inc.                                                     8,325
                 -------------------------------------------------------------------------------
            400  Sonat, Inc.                                                                              13,250
                 -------------------------------------------------------------------------------
            600  Southern Co.                                                                             11,700
                 -------------------------------------------------------------------------------
            900  Southern New England Telecommunications                                                  30,938
                 -------------------------------------------------------------------------------
            700  Southwestern Bell Corp.                                                                  29,400
                 -------------------------------------------------------------------------------
            500  UGI Corp.                                                                                10,563
                 -------------------------------------------------------------------------------
            700  U.S. West, Inc.                                                                          28,175
                 -------------------------------------------------------------------------------
            400  Utilicorp United, Inc.                                                                   11,900
                 -------------------------------------------------------------------------------
            300  Western Resources, Inc.                                                                   8,438
                 -------------------------------------------------------------------------------
          4,500  Westinghouse Electric Corp., Conv. Pfd., Series C                                        59,621
                 -------------------------------------------------------------------------------  --------------
                 TOTAL UTILITY (IDENTIFIED COST, $550,809)                                               558,246
                 -------------------------------------------------------------------------------  --------------
                 FOREIGN EQUITY--9.5%
                 -------------------------------------------------------------------------------
                 AUSTRALIA--0.3%
                 -------------------------------------------------------------------------------
         19,300  Australian Consolidated Press, Ltd.                                                      62,815
                 -------------------------------------------------------------------------------  --------------
                 BELGIUM--0.2%
                 -------------------------------------------------------------------------------
          1,100  Delhaize-Le Lion                                                                         42,786
                 -------------------------------------------------------------------------------  --------------
                 FINLAND--0.2%
                 -------------------------------------------------------------------------------
            400  Kone Corp. 'B'                                                                           41,671
                 -------------------------------------------------------------------------------  --------------
                 HONG KONG--0.4%
                 -------------------------------------------------------------------------------
         16,800  Cheung Kong Holdings                                                                     82,425
                 -------------------------------------------------------------------------------  --------------
                 JAPAN--5.7%
                 -------------------------------------------------------------------------------
          6,000  Bank of Tokyo                                                                    $       92,958
                 -------------------------------------------------------------------------------
          5,000  Dai Ichi Kangyo Bank                                                                     94,957
                 -------------------------------------------------------------------------------
          3,000  Fuji Bank                                                                                67,770
                 -------------------------------------------------------------------------------
          5,000  Hitachi, Ltd.                                                                            48,228
                 -------------------------------------------------------------------------------
          2,000  Industrial Bank of Japan                                                                 60,373
                 -------------------------------------------------------------------------------
          1,000  Ito Yokado Co.                                                                           52,676
                 -------------------------------------------------------------------------------
         11,000  Kawasaki Heavy Industries                                                                48,598
                 -------------------------------------------------------------------------------
          7,000  Kirin Brewery Co., Ltd.                                                                  86,761
                 -------------------------------------------------------------------------------
          3,000  Matsushita Electric Industries                                                           49,178
                 -------------------------------------------------------------------------------
         11,000  Mitsubishi Heavy Industries                                                              85,432
                 -------------------------------------------------------------------------------
          5,000  Mitsubishi Trust & Banking                                                               79,964
                 -------------------------------------------------------------------------------
          6,000  Mitsukoshi, Ltd.                                                                         62,372
                 -------------------------------------------------------------------------------
          4,000  Nomura Securities Co., Ltd.                                                              88,360
                 -------------------------------------------------------------------------------
          3,000  Sakura Bank, Ltd.                                                                        42,281
                 -------------------------------------------------------------------------------
          2,000  Sumitomo Bank                                                                            40,382
                 -------------------------------------------------------------------------------
         13,000  Sumitomo Heavy Industries                                                                52,756
                 -------------------------------------------------------------------------------
          4,000  Takeda Chemical Industries                                                               49,578
                 -------------------------------------------------------------------------------
          4,000  Tokio Marine & Fire                                                                      51,177
                 -------------------------------------------------------------------------------
          3,000  Tokyo Electric Power                                                                     90,859
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                 1,244,660
                 -------------------------------------------------------------------------------  --------------
                 NETHERLANDS--0.4%
                 -------------------------------------------------------------------------------
            700  Royal Dutch Petroleum Co.                                                                79,100
                 -------------------------------------------------------------------------------  --------------
                 SWEDEN--0.2%
                 -------------------------------------------------------------------------------
            500  Volvo (AB), Series B                                                                     48,913
                 -------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   SHARES OR                                                                                          VALUE
   PRINCIPAL                                                                                         IN U.S.
    AMOUNT                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
STOCKS--CONTINUED
- ------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 -------------------------------------------------------------------------------
                 UNITED KINGDOM--2.1%
                 -------------------------------------------------------------------------------
         12,000  British Petroleum PLC                                                            $       76,493
                 -------------------------------------------------------------------------------
         24,000  Coats Viyella PLC                                                                        78,160
                 -------------------------------------------------------------------------------
          7,000  Eastern Electricity PLC                                                                  70,011
                 -------------------------------------------------------------------------------
          6,000  Midlands Electricity PLC                                                                 60,750
                 -------------------------------------------------------------------------------
          4,200  RMC Group PLC                                                                            61,681
                 -------------------------------------------------------------------------------
         11,000  Williams Holdings PLC                                                                    61,375
                 -------------------------------------------------------------------------------
          4,000  Wolseley PLC                                                                             50,934
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   459,404
                 -------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $2,043,588)                                    2,061,774
                 -------------------------------------------------------------------------------  --------------
                 REGISTERED INVESTMENT COMPANIES--2.9%
                 -------------------------------------------------------------------------------
          7,000  First Iberian Fund Inc.                                                                  53,375
                 -------------------------------------------------------------------------------
         15,400  France Growth Fund, Inc.                                                                169,400
                 -------------------------------------------------------------------------------
         12,400  Germany Fund, Inc.                                                                      148,800
                 -------------------------------------------------------------------------------
          7,800  (a)Italy Fund, Inc.                                                                      81,900
                 -------------------------------------------------------------------------------
          2,600  Malaysia Fund, Inc.                                                                      59,150
                 -------------------------------------------------------------------------------
          5,800  Swiss Helvetia Fund, Inc.                                                               117,450
                 -------------------------------------------------------------------------------  --------------
                 TOTAL REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $625,720)                                                             630,075
                 -------------------------------------------------------------------------------  --------------
                 TOTAL STOCKS (IDENTIFIED COST, $7,842,847)                                            7,868,725
                 -------------------------------------------------------------------------------  --------------
BONDS--40.6%
- ------------------------------------------------------------------------------------------------
                 TREASURY--14.6%
                 -------------------------------------------------------------------------------
$     3,360,000  United States Treasury Note, 6.25%, 2/15/2003
                 (IDENTIFIED COST, $3,144,959)                                                         3,187,162
                 -------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      VALUE
   PRINCIPAL                                                                                         IN U.S.
    AMOUNT                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
BONDS--CONTINUED
- ------------------------------------------------------------------------------------------------
                 MORTGAGE-BACKED SECURITIES--8.6%
                 -------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--8.6%
                 -------------------------------------------------------------------------------
$       304,583  Federal Home Loan Mortgage Corporation, 7.50%, 5/1/2024                          $      297,730
                 -------------------------------------------------------------------------------
        220,271  Federal Home Loan Mortgage Corporation, 7.00%, 4/1/2009                                 215,658
                 -------------------------------------------------------------------------------
        542,223  Federal National Mortgage Association, 8.00%, 4/1/2024                                  542,223
                 -------------------------------------------------------------------------------
        269,516  Government National Mortgage Association, 7.00%, 5/15/2024                              253,259
                 -------------------------------------------------------------------------------
        301,739  Government National Mortgage Association, 9.00%, 1/15/2023                              314,657
                 -------------------------------------------------------------------------------
        239,605  Government National Mortgage Association, 9.50%, 1/15/2020                              254,204
                 -------------------------------------------------------------------------------  --------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $1,865,079)                        1,877,731
                 -------------------------------------------------------------------------------  --------------
                 HIGH YIELD--4.3%
                 -------------------------------------------------------------------------------
                 BROADCAST RADIO & TV--0.4%
                 -------------------------------------------------------------------------------
         75,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                  76,688
                 -------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.5%
                 -------------------------------------------------------------------------------
        100,000  Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                           100,000
                 -------------------------------------------------------------------------------  --------------
                 CABLE TV--0.3%
                 -------------------------------------------------------------------------------
         75,000  Continental Cablevision, Inc., Sr. Deb., 9.50%, 8/1/2013                                 67,406
                 -------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.3%
                 -------------------------------------------------------------------------------
         75,000  Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                             75,375
                 -------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.3%
                 -------------------------------------------------------------------------------
         75,000  Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                               68,344
                 -------------------------------------------------------------------------------  --------------
                 CONTAINER & GLASS PRODUCTS--0.5%
                 -------------------------------------------------------------------------------
        100,000  Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                  101,750
                 -------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.3%
                 -------------------------------------------------------------------------------
         75,000  Grand Union Co., Sr. Note, 12.25%, 7/15/2002                                             65,437
                 -------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.3%
                 -------------------------------------------------------------------------------
         75,000  Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                             70,125
                 -------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.3%
                 -------------------------------------------------------------------------------
$        75,000  Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                $       69,750
                 -------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 -------------------------------------------------------------------------------
         75,000  American Standard, Inc., Sr. Sub. Disc. Deb., 10.50%, 6/1/2005                           47,625
                 -------------------------------------------------------------------------------  --------------
                 PRINTING & PUBLISHING--0.4%
                 -------------------------------------------------------------------------------
        100,000  Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                            92,000
                 -------------------------------------------------------------------------------  --------------
                 STEEL--0.3%
                 -------------------------------------------------------------------------------
         75,000  Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                70,875
                 -------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.2%
                 -------------------------------------------------------------------------------
         75,000  Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                            46,313
                 -------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $971,264)                                            951,688
                 -------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE BONDS--0.4%
                 -------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.4%
                 -------------------------------------------------------------------------------
         60,000  General Instrument Corp., Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $81,450)                                                               83,025
                 -------------------------------------------------------------------------------  --------------
<CAPTION>
    FOREIGN
   CURRENCY
  PAR AMOUNT     FOREIGN--12.7%
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.4%
                 -------------------------------------------------------------------------------
        100,000  State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                   82,625
                 -------------------------------------------------------------------------------  --------------
                 BELGIAN FRANCS--0.4%
                 -------------------------------------------------------------------------------
      2,500,000  Belgian Government, Foreign Government Guarantee, 10.00%,
                 4/5/96                                                                                   80,627
                 -------------------------------------------------------------------------------  --------------
                 CANADIAN DOLLAR--0.5%
                 -------------------------------------------------------------------------------
        150,000  Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                             103,776
                 -------------------------------------------------------------------------------  --------------
                 DANISH KRONE--0.7%
                 -------------------------------------------------------------------------------
        800,000  KFW International Finance, Inc., 7.00%, 5/12/2000                                       146,878
                 -------------------------------------------------------------------------------  --------------
                 DEUTSCHE MARK--1.9%
                 -------------------------------------------------------------------------------
        250,000  Bundesobligation, 8.875%, 1/22/96                                                $      165,136
                 -------------------------------------------------------------------------------
        250,000  Bundesobligationen, Deb., 7.25%, 10/20/97                                               162,565
                 -------------------------------------------------------------------------------
        150,000  Treuhandanstalt, 7.75%, 10/1/2002                                                        98,909
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   426,610
                 -------------------------------------------------------------------------------  --------------
                 FRENCH FRANCS--1.2%
                 -------------------------------------------------------------------------------
        700,000  France O.A.T., 8.50%, 11/25/2002                                                        139,767
                 -------------------------------------------------------------------------------
        600,000  France O.A.T., 9.80%, 1/30/96                                                           116,454
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                   256,221
                 -------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.4%
                 -------------------------------------------------------------------------------
    150,000,000  Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                 96,725
                 -------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--5.1%
                 -------------------------------------------------------------------------------
     20,000,000  Japan-111, 4.60%, 6/22/98                                                               208,226
                 -------------------------------------------------------------------------------
     40,000,000  Japan-119, Foreign Government Guarantee, 4.80%, 6/21/99                                 418,811
                 -------------------------------------------------------------------------------
     22,000,000  Japan-133, 7.30%, 9/20/2000                                                             255,877
                 -------------------------------------------------------------------------------
     22,000,000  Japan-89, 5.10%, 6/20/96                                                                229,687
                 -------------------------------------------------------------------------------  --------------
                 Total                                                                                 1,112,601
                 -------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.8%
                 -------------------------------------------------------------------------------
        300,000  Netherlands Government, 6.00%, 4/15/95                                                  169,493
                 -------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM POUND--1.3%
                 -------------------------------------------------------------------------------
        175,000  UK Conversion, 9.00%, 3/3/2000                                                          275,759
                 -------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN (IDENTIFIED COST, $2,745,052)                                           2,751,315
                 -------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $8,807,804)                                             8,850,921
                 -------------------------------------------------------------------------------  --------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                      VALUE
   PRINCIPAL                                                                                         IN U.S.
    AMOUNT                                                                                           DOLLARS
<C>              <S>                                                                              <C>
- ---------------  -------------------------------------------------------------------------------  --------------
**CASH EQUIVALENTS--23.4%
- ------------------------------------------------------------------------------------------------
$     3,250,000  U.S. Treasury Bill, 1/26/95                                                      $    3,172,626
                 -------------------------------------------------------------------------------
      1,930,000  ***J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94
                 (Note 2B)                                                                             1,930,000
                 -------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENTS (AT AMORTIZED COST)                                            5,102,626
                 -------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $21,753,277)                                 $   21,822,272+
                 -------------------------------------------------------------------------------  --------------
</TABLE>

(a) Non-income producing.

  + The cost for federal income tax purposes amounts to $21,753,277. The net
    unrealized appreciation on a federal tax basis amounts to $68,995, which is
    comprised of $274,180 appreciation and $205,185 depreciation at July 31,
    1994.

 ++ The Fund's overall exposure to stocks is 50.7%, after adjustment for the use
    of Russell 2000 and S&P 500 futures contracts.

  * The Fund holds cash equivalents as collateral for the two S & P 500 future
    contracts it bought with a market value of $458,900. Consequently, the
    Fund's exposure to large cap stocks is 23.3% of the fund.

 ** The Fund holds cash equivalents as collateral for the twenty-two Russell
    2000 future contracts it bought with a market value of $2,693,350.
    Consequently, the Fund's exposure to small cap stocks is 12.4% of the fund.

*** The repurchase agreement is fully collateralized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated funds.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Co.

Note: The categories of investments are shown as a percentage of net assets
($21,771,177) at July 31, 1994.

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

FEDERATED MANAGED GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>          <C>
ASSETS:
- --------------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost, $21,753,277)
(Notes 2A and 2B)                                                                                   $   21,822,272
- --------------------------------------------------------------------------------------------------
Cash                                                                                                         1,644
- --------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          224,739
- --------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                       183,302
- --------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                             52,143
- --------------------------------------------------------------------------------------------------
Receivable for futures variation margin (Note 2F)                                                           24,150
- --------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                              8,293
- --------------------------------------------------------------------------------------------------
Deferred expenses (Note 2I)                                                                                 41,723
- --------------------------------------------------------------------------------------------------  --------------
     Total assets                                                                                       22,358,266
- --------------------------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------------------------
Payable for investments purchased                                                      $   353,760
- -------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                     184,576
- -------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                             4,438
- -------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                          1,467
- -------------------------------------------------------------------------------------
Accrued expenses                                                                            42,848
- -------------------------------------------------------------------------------------  -----------
     Total liabilities                                                                                     587,089
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS for 2,159,823 shares of beneficial interest outstanding                                  $   21,771,177
- --------------------------------------------------------------------------------------------------  --------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------------------------
Paid-in capital                                                                                     $   21,615,189
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currency, and futures contracts                                                                  (9,307)
- --------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                       75,874
- --------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                         89,421
- --------------------------------------------------------------------------------------------------  --------------
     Total Net Assets                                                                               $   21,771,177
- --------------------------------------------------------------------------------------------------  --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
Institutional Service Shares (20,250,112 / 2,008,901 shares of beneficial interest outstanding)             $10.08
- --------------------------------------------------------------------------------------------------  --------------
Select Shares (1,521,065 / 150,922 shares of beneficial interest outstanding)                               $10.08
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

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


FEDERATED MANAGED GROWTH FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                             <C>        <C>        <C>
INVESTMENT INCOME:
- ----------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $591)                                                      $   156,543
- ----------------------------------------------------------------------------------------------------
Dividends (net of foreign taxes withheld of $1,011)                                                        19,772
- ----------------------------------------------------------------------------------------------------  -----------
     Total investment income (Note 2C)                                                                    176,315
- ----------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------------
Investment advisory fee**                                                                  $  26,553
- -----------------------------------------------------------------------------------------
Administrative personnel and services**                                                        2,396
- -----------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                       11,162
- -----------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                       437
- -----------------------------------------------------------------------------------------
Legal fees                                                                                     1,000
- -----------------------------------------------------------------------------------------
Fund share registration costs                                                                  2,342
- -----------------------------------------------------------------------------------------
Printing and postage                                                                           2,248
- -----------------------------------------------------------------------------------------
Insurance premiums                                                                             1,000
- -----------------------------------------------------------------------------------------
Taxes                                                                                             30
- -----------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                        362
- -----------------------------------------------------------------------------------------
Distribution services fee**                                                                    1,087
- -----------------------------------------------------------------------------------------
Miscellaneous                                                                                    551
- -----------------------------------------------------------------------------------------  ---------
     Total expenses                                                                           49,168
- -----------------------------------------------------------------------------------------
Deduct--
- -----------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                             $  26,553
- ------------------------------------------------------------------------------
Waiver of distribution services fee**                                                 362     26,915
- ------------------------------------------------------------------------------  ---------  ---------
     Net expenses                                                                                          22,253
- ----------------------------------------------------------------------------------------------------  -----------
          Net investment income                                                                           154,062
- ----------------------------------------------------------------------------------------------------  -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY,
AND FUTURES CONTRACTS:
- ----------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
(identified cost basis)                                                                                    75,874
- ----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                     (9,307)
- ----------------------------------------------------------------------------------------------------  -----------
     Net realized and unrealized gain (loss) on investments, foreign currency
     and futures contracts                                                                                 66,567
- ----------------------------------------------------------------------------------------------------  -----------
          Change in net assets resulting from operations                                              $   220,629
- ----------------------------------------------------------------------------------------------------  -----------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

**(See Note 4)

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


FEDERATED MANAGED GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
                                                                                                    (UNAUDITED)
<S>                                                                                               <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------------------------------------
Net investment income                                                                              $      154,062
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($75,874 net gain as computed for federal tax purposes) (Note 2E)                                          75,874
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                     (9,307)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from operations                                                       220,629
- ------------------------------------------------------------------------------------------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)--
- ------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ------------------------------------------------------------------------------------------------
     Institutional Services Shares                                                                        (62,979)
- ------------------------------------------------------------------------------------------------
     Select Shares                                                                                         (1,662)
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets resulting from distributions to shareholders                               (64,641)
- ------------------------------------------------------------------------------------------------  ----------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           22,454,530
- ------------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                          28,362
- ------------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                  (867,703)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets from Fund share transactions                                                 21,615,189
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets                                                                         21,771,177
- ------------------------------------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------------------------------------
Beginning of period                                                                                      --
- ------------------------------------------------------------------------------------------------  ----------------
End of period (including undistributed net investment income of $89,421)                           $   21,771,177
- ------------------------------------------------------------------------------------------------  ----------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

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

FEDERATED MANAGED GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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


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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investments.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash or U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the financial futures contract is
     determined and any difference between such value and the original futures
     contract value is reflected in the "daily variation margin" account. Daily
     variation margin adjustments, arising from this "marking to market"
     process, are recorded by the Fund as unrealized gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering
     into futures contracts include the possibility that a change in the value
     of the contract may not correlate with changes in the value of the
     underlying securities. For the period ended the Fund had a realized gain of
     $108,463 on futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<CAPTION>
                               CONTRACTS                           UNREALIZED
    EXPIRATION                TO DELIVER/                         APPRECIATION
       DATE                     RECEIVE              POSITION    (DEPRECIATION)
<S>                  <C>                            <C>         <C>
September 1994          22 Russell 2000 Futures        Long        ($   80,275)
September 1994          2 S&P 500 Index Futures        Long              2,863
                                                                   -----------
Net Unrealized Appreciation (Depreciation) on Futures
Contracts                                                          ($   77,412)
                                                                   -----------
</TABLE>

G.   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.

H.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability of
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.

     At July 31, 1994 the portfolio was diversified with the following
     industries:

<TABLE>
<S>                         <C>       <C>                         <C>
Appliances                   .23%      Healthcare                    .23%
Automobiles                  .22       Insurance                     .24
Banking                     2.20       Machinery                    1.05
Beverage & Tobacco           .40       Merchandising                 .72
Broadcasting                 .29       Multi-Industry               2.89
Building/Supplies            .80       Real Estate                   .38
Electronic Equipment         .22       Textiles                      .36
Energy                       .71       Utilities                    1.18
Finance                      .41
</TABLE>

I.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration of its shares in its first fiscal year, excluding the initial
     expense of registering the shares, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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


(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
                           INSTITUTIONAL SERVICE SHARES                                SHARES        DOLLARS
<S>                                                                                  <C>          <C>
Shares sold                                                                            2,092,512  $   20,940,107
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                             2,691          27,101
- -----------------------------------------------------------------------------------
Shares redeemed                                                                          (86,302)       (863,234)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Institutional Service Shares transactions               2,008,901  $   20,103,974
- -----------------------------------------------------------------------------------  -----------  --------------
<CAPTION>

                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
                                   SELECT SHARES                                       SHARES        DOLLARS
<S>                                                                                  <C>          <C>
Shares sold                                                                              151,240  $    1,514,423
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               125           1,261
- -----------------------------------------------------------------------------------
Shares redeemed                                                                             (443)         (4,469)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Select Shares transactions                                150,922       1,511,215
- -----------------------------------------------------------------------------------  -----------  --------------
          Total net change resulting from Fund share transactions                      2,159,823  $   21,615,189
- -----------------------------------------------------------------------------------  -----------  --------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to July
  31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--Federated Management, the Fund's investment adviser
(the "Adviser"), receives for its services an annual investment advisory fee
equal to .75 of 1% of the Fund's average daily net assets. The Adviser may
voluntarily choose to waive its fee. The Adviser can modify or terminate this
voluntary waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

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 net assets of
the Fund for the period. This fee is to obtain certain personal services for
shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $35,959 and $39,068, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,205 and $2,396, respectively, pursuant to this agreement.

Certain Officers and Trustees of the Fund 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 July 31, 1994, were as follows:

<TABLE>
<S>                                                                                                 <C>
PURCHASES                                                                                           $   20,407,549
- --------------------------------------------------------------------------------------------------  --------------
SALES                                                                                               $    3,733,814
- --------------------------------------------------------------------------------------------------  --------------
</TABLE>

                                                              September 30, 1994

[LOGO] MANAGED SERIES TRUST


FEDERATED MANAGED GROWTH FUND
(A Portfolio of Managed Series Trust)
Select Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
      12b-1 fee      0.75%
   Absent the anticipated voluntary waivers, the Total Select Shares
   Operating Expenses are estimated to be 2.27%.
   For more information on Select Shares expenses, see "Summary of Fund
   Expenses" on page 1 of the Prospectus.

2.  With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3.  The following sentence should be added after the "Asset Category" Table
on page 3 of the Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the section entitled "Options."

4.  RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Small Company Stocks.  Stocks in the small capitalization sector of the
   United States equity market have historically been more volatile in price
   than larger capitalization stocks, such as those included in the Standard
   & Poor's 500 Index.  See "Small Company Stocks" on page 4 of the
   Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   page 6 of the Prospectus.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on page 8 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 9 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks", a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
G00251-02-SE (5/94)


Federated Managed Growth Fund
(A Portfolio of Managed Series Trust)
Select Shares
Prospectus

The Select Shares of Federated Managed Growth Fund (the "Fund") offered by this
prospectus represent interests in the Fund, which is a diversified investment
portfolio of Managed Series Trust (the "Trust"). The Trust is an open-end
management investment company (a mutual fund).

The investment objective of the Fund is to seek capital appreciation. In
pursuing its objective, the Fund will consider the current income of the
investments it selects. The Fund invests in both bonds and stocks. Select Shares
are sold at net asset value.

The Select 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 Select Shares involves investment risks,
including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Select Shares and Institutional Service Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Equity Asset Categories                                                    3
      Large Company Stocks                                                     3
      Utility Stocks                                                           3
      Small Company Stocks                                                     4
      Foreign Stocks                                                           4
    Cash Reserves Category                                                     4
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 5
      Mortgage-Backed Securities                                               5
      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
      Foreign Bonds                                                            5
    Acceptable Investments                                                     5
      Equity Securities                                                        5
      Foreign Securities                                                       6

         Investment Risks                                                      6

      Cash Reserves                                                            6
         Repurchase Agreements                                                 6
      U.S. Treasury and Other U.S.
         Government Securities                                                 6
      Mortgage-Backed Securities                                               7
         Collateralized Mortgage Obligations
           ("CMOs")                                                            7
         Real Estate Mortgage Investment
           Conduits ("REMICS")                                                 8
         Characteristics of Mortgage-Backed
           Securities                                                          8
      Corporate Bonds                                                          9

         Investment Risks                                                      9

    Investing in Securities of Other
      Investment Companies                                                     9
    Restricted and Illiquid Securities                                        10
    When-Issued and Delayed Delivery
      Transactions                                                            10
    Lending of Portfolio Securities                                           10
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency Exchange
      Contracts                                                               11
    Options                                                                   11
    Futures and Options on Futures                                            12
      Risks                                                                   12

    Portfolio Turnover                                                        13

  Investment Limitations                                                      13

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Select Shares                                               15
    Distribution Plan                                                         15
  Administration of the Fund                                                  16
    Administrative Services                                                   16
    Shareholder Services Plan                                                 16
    Custodian                                                                 17
    Transfer Agent and Dividend Disbursing
      Agent                                                                   17
    Legal Counsel                                                             17
    Independent Public Accountants                                            17
  Brokerage Transactions                                                      17
  Expenses of the Fund and Select Shares                                      17

Net Asset Value                                                               18
- ------------------------------------------------------

Investing in Select Shares                                                    18
- ------------------------------------------------------

  Share Purchases                                                             18
    Through a Financial Institution                                           18
    By Wire                                                                   18
    By Mail                                                                   19
  Minimum Investment Required                                                 19
  What Shares Cost                                                            19
  Subaccounting Services                                                      19
  Systematic Investment Program                                               19
  Certificates and Confirmations                                              20
  Dividends                                                                   20
  Capital Gains                                                               20

Redeeming Select Shares                                                       20
- ------------------------------------------------------

  Through a Financial Institution                                             20
  Telephone Redemption                                                        20
  Written Requests                                                            21
    Signatures                                                                21
    Receiving Payment                                                         21
  Systematic Withdrawal Program                                               21
  Accounts with Low Balances                                                  22

Shareholder Information                                                       22
- ------------------------------------------------------

  Voting Rights                                                               22
  Massachusetts Partnership Law                                               22

Tax Information                                                               23
- ------------------------------------------------------

  Federal Income Tax                                                          23
  Pennsylvania Corporate and
    Personal Property Taxes                                                   23

Performance Information                                                       23
- ------------------------------------------------------

Other Classes of Shares                                                       24
- ------------------------------------------------------

Appendix                                                                      25
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                  <C>        <C>
                                                         Select Shares
                                               Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)........                  None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)....................................................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable)............................                  None
Exchange Fee..................................................................................                  None
                                           Annual Select Shares Operating Expenses*
                                       (As a percentage of projected average net assets)
Management Fee (after waiver) (1).............................................................                  0.48%
12b-1 Fee (after waiver) (2)..................................................................                  0.50%
Total Other Expenses..........................................................................                  0.77%
    Shareholder Servicing Fee.................................................................      0.25%
         Total Select Shares Operating Expenses (3)...........................................                  1.75%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.75%.

(3) The Total Select Shares Operating Expenses are estimated to be 2.27% absent
    the anticipated voluntary waivers of a portion of the management fee and a
    portion of the 12b-1 fee.

* Total Select Shares Operating Expenses are based on average expenses expected
  to be incurred during the period ending January 31, 1995. During the course of
  this period, expenses may be more or less than the average amount shown.

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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge 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..................................................     $18        $55
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.

    The information set forth in the foregoing table and example relates only to
Select Shares of the Fund. The Fund also offers another class of shares called
Institutional Service Shares. Select Shares and Institutional Service Shares are
subject to certain of the same expenses; however, Institutional Service Shares
are not subject to a 12b-1 fee. See "Other Classes of Shares."

General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Select Shares and Institutional Service Shares. This prospectus relates only
to Select Shares.

Select Shares ("Shares") of the Fund are designed primarily for retail and
private banking customers of financial institutions as a convenient means of
accumulating an interest in a professionally managed, diversified portfolio of
bonds and stocks. A minimum initial investment of $1,500 is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek capital appreciation. In
pursuing its objective, the Fund will consider the current income of the
investments it selects. There can be, of course, no assurance that the Fund will
achieve its investment objective. The Fund's investment objective cannot be
changed without the approval of shareholders. Unless otherwise noted, the Fund's
investment policies may be changed by the Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: stocks
and bonds. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.


The Fund will invest between 50 and 70 percent of its assets in stocks. The
stock asset categories are large company stocks, utility stocks, small company
stocks, and foreign stocks.


The Fund will invest between 30 and 50 percent of its assets in bonds. The
Fund's adviser believes that bonds offer opportunities for growth of capital or
otherwise may be desirable under prevailing market or economic conditions. The
bond asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.

The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
             Asset Category                     Range
<S>                                              <C>
Stocks                                           50-70%
Large Company Stocks                              0-70%
Utility Stocks                                     0-7%
Small Company Stocks                              0-21%
Foreign Stocks                                    0-21%

Cash Reserves                                     0-14%

Bonds                                            30-50%
U.S. Treasury Securities                          0-45%
Mortgage-Backed Securities                        0-15%
Investment-Grade Corporate Bonds                  0-15%
High Yield Corporate Bonds                        0-15%
Foreign Bonds                                     0-15%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, foreign
stocks are judged to be unusually attractive relative to other asset categories,
the allocation for foreign stocks may be moved to its upper limit. At other
times when foreign stocks appear to be overvalued, the commitment may be moved
down to a lesser allocation. There is no assurance, however, that the adviser's
attempts to pursue this strategy will result in a benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 70 percent of its total assets in large
     company stocks.

     Utility Stocks.  Utility stocks are common stocks and securities
     convertible into or exchangeable for common stocks, such as rights and
     warrants, of utility companies. The Fund may invest up to
     seven percent of its total assets in utility stocks. Common stocks of
     utilities are generally characterized by higher dividend yields and lower
     growth rates than common stocks of industrial companies. Under normal
     market conditions, the higher income stream from utility stocks tends to
     make them less volatile than stocks of industrial companies.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price x number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small capitalization
     stocks. The Fund may invest up to 21 percent of its total assets in small
     company stocks.

     Stocks in the small capitalization sector of the United States equity
     market have historically been more volatile in price than larger
     capitalization stocks, such as those included in the Standard & Poor's 500
     Index. This is because, among other things, small companies have less
     certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa.

     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to 21 percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is desirable, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 14 percent of
its total assets in cash reserves.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. Generally, the Fund will invest in Bond Assets
which are believed to offer opportunities for growth of capital when the adviser
believes interest rates will decline and, therefore, the value of the debt
securities will increase, or the market value of bonds will increase due to
factors affecting certain types of bonds or particular issuers, such as
improvement in credit quality due to company fundamentals or economic conditions
or assumptions on changes in trends in prepayment rates with respect to
mortgage-backed securites. The average duration of the Fund's Bond Assets will
be not less than three nor more than seven years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower
expected market volatility, and a lower average duration during periods of
higher expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 45 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 15 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 15 percent of its total
     assets in investment-grade corporate bonds. In certain cases the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to 15 percent of its total assets in high yield corporate bonds. There
     is no minimal acceptable rating for a security to be purchased or held in
     the Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 15 percent of its total assets in foreign bonds.

Acceptable Investments

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Utility stocks are common stocks of utility companies, including
     water companies, companies that produce, transmit, or distribute gas and
     electric energy and those companies that provide communications facilities,
     such as telephone and telegraph companies. Foreign stocks are equity
     securities of foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's Investors Service,
     Inc. (Aaa, Aa, A or Baa) or by Standard & Poor's Corporation (AAA, AA, A or
     BBB) or are unrated if determined to be of equivalent quality by the Fund's
     adviser.


         Investment Risks.  Investments in foreign securities involve special
         risks that differ from those associated with investments in domestic
         securities. The risks associated with investments in foreign securities
         apply to securities issued by foreign corporations and sovereign
         governments. These risks relate to political and economic developments
         abroad, as well as those that result from the differences between the
         regulation of domestic securities and issuers and foreign securities
         and issuers. These risks may include, but are not limited to,
         expropriation, confiscatory taxation, currency fluctuations,
         withholding taxes on interest, limitations on the use or transfer of
         Fund assets, political or social instability and adverse diplomatic
         developments. It may also be more difficult to enforce contractual
         obligations or obtain court judgments abroad than would be the case in
         the United States because of differences in the legal systems. If the
         issuer of the debt or the governmental authorities that control the
         repayment of the debt may be unable or unwilling to repay principal or
         interest when due in accordance with the terms of such debt, the Fund
         may have limited legal recourse in the event of default. Moreover,
         individual foreign economies may differ favorably or unfavorably from
         the domestic economy in such respects as growth of gross national
         product, the rate of inflation, capital reinvestment, resource
         self-sufficiency and balance of payments position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgage-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

         Because the cash flow is distributed sequentially instead of pro rata
         as with pass-through securities, the cash flows and average lives of
         CMOs are more predictable, and there is a period of time during which
         the investors in the longer-maturity classes receive no principal
         paydowns. The interest portion of these payments is distributed by the
         Fund as income and the capital portion is reinvested.

         The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To qualify as a
         REMIC, substantially all of the assets of the entity must be in assets
         directly or indirectly secured principally by real property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions to holders of mortgage-backed
         securities include both interest and principal payments. Principal
         payments represent the amortization of the principal of the underlying
         mortgages and any prepayments of principal due to prepayment,
         refinancing, or foreclosure of the underlying mortgages. Although
         maturities of the underlying mortgage loans may range up to 30 years,
         amortization and prepayments substantially shorten the effective
         maturities of mortgage-backed securities. Due to these features,
         mortgage-backed securities are less effective as a means of "locking
         in" attractive long-term interest rates than fixed-income securities
         which pay only a stated amount of interest until maturity, when the
         entire principal amount is returned. This is caused by the need to
         reinvest at lower interest rates both distributions of principal
         generally and significant prepayments which become more likely as
         mortgage interest rates decline. Since comparatively high interest
         rates cannot be effectively "locked in," mortgage-backed securities may
         have less potential for capital appreciation during periods of
         declining interest rates than other non-callable, fixed-income
         government securities of comparable stated maturities. However,
         mortgage-backed securities may experience less pronounced declines in
         value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments on the
         underlying mortgages. Therefore, interest-only SMBSs generally increase
         in value as interest rates rise and decrease in value as interest rates
         fall, counter to changes in value experienced by most fixed income
         securities. The Fund's adviser intends to use this characteristic of
         interest-only SMBSs to reduce the effects of interest rate changes on
         the value of the Fund's portfolio, while continuing to pursue the
         Fund's investment objective.

     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:

      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's
     rating is reduced below the required minimum after the Fund has purchased
     it, the Fund is not required to sell the security, but may consider doing
     so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks.  Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks.  To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures
contracts as a hedge to attempt to protect its portfolio securities against
decreases in value. When the Fund writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but not
obligated) to sell a futures contract at the fixed price during the life of the
option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5
percent of the market value of the Fund's total assets. When the Fund purchases
futures contracts, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security or will make deposits to collateralize the
position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in connection with the sale
      of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to .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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since the
     Fund's inception. In allocating the Fund's assets, Mr. Ritter evaluates the
     market environment and economic outlook, utilizing the services of the
     investment adviser's economist and strategist. Mr.Ritter joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1992. From 1988 until 1991, Mr. Ritter acted as an Assistant
     Vice President. Mr. Ritter is a Chartered Financial Analyst and received
     his M.B.A. in Finance from the University of Chicago and his M.S. in
     Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.

     Christopher H. Wiles is the portfolio manager for the utility stocks asset
     category, and has been one of the Fund's portfolio managers since its
     inception. Mr. Wiles joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since 1992. Mr. Wiles served as
     Assistant Vice President of the Fund's investment adviser from 1990 until
     1992. Mr. Wiles was a portfolio manager at Mellon Bank from 1986 until
     1990. Mr. Wiles is a Chartered Financial Analyst and received his M.B.A. in
     Finance from Cleveland State University.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this category since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in 1989 as an
     Assistant Vice President of the Fund's investment adviser. Mr. Bauer was an
     Assistant Vice President of the International Banking Division at
     Pittsburgh National Bank from 1982 until 1989. Mr. Bauer is a Chartered
     Financial Analyst and received his M.B.A. in Finance from Pennsylvania
     State University.

     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as a Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the Fund's
     investment adviser since 1991. Mr. Balestrino served as an investment
     analyst of the investment adviser 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.A. in Urban
     and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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 Select Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Distribution Plan.  Pursuant to the provisions of a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the Fund will
pay to the distributor an amount computed at an annual rate of .75 of 1% of the
average daily net asset value of the Shares to finance any activity which is
principally intended to result in the sale of Shares subject to the Plan.

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

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide sales and/or administrative services as agents for their clients or
customers who beneficially own Shares of the Fund. Administrative services may
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities, and various clerical, supervisory,
computer and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Shares; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as the Fund reasonably requests for Shares.

Financial institutions will receive fees from the distributor 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
distributor.

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

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

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

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.

Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions will
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution may receive payments from the Fund at
a rate not exceeding .25 of 1% of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the provision of
personal service and maintenance of shareholder accounts.

In addition to receiving the payments under the Services Plan, financial
institutions may be compensated by the distributor, who may be reimbursed by the
adviser, or affiliates thereof, for providing administrative support services to
holders of Shares. These payments will be made directly by the distributor, and
will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Select Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, the only expenses allocated to the Shares as a class are expenses
under the Fund's 12b-1 Plan. However, the Trustees reserves the right to
allocate certain other expenses to holders of Shares as it deems 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 Shares; fees under the Fund's Shareholder Services
Plan, if any; 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 registration fees paid to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Shares; legal fees relating solely to Shares; and Trustees' fees incurred as
a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Select Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents must purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Growth Fund--Select
Shares; Fund Number (this number can be found on the account statement or by
contacting the Fund); Group Number or Wire Order Number; Nominee or Institution
Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Growth Fund--Select Shares to Federated Services Company, c/o State
Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts 02266-8602.
Orders by mail are considered received after payment by check is converted by
State Street Bank into federal funds. This is normally the next business day
after State Street Bank receives the check.


Minimum Investment Required

The minimum initial investment in Shares is $1,500. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

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

Dividends

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Unless shareholders request cash payments by writing
the Fund, dividends are automatically reinvested in additional Shares of the
Fund on payment dates at the ex-dividend date net asset value without a sales
charge.

Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Select Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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 instructions to the Fund. The financial institution may
charge customary fees and commissions for this service.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,500. 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.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Select Shares and
Institutional Service Shares. Because Select Shares are subject to 12b-1 fees,
the total return and yield for Institutional Service Shares, for the same
period, will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Select Shares using
certain financial publications and/or compare the performance of Select Shares
to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Institutional Service Shares are sold to institutions and individuals and
accounts for which financial institutions act in a fiduciary or agency capacity.
Institutional Service Shares are sold at net asset value. Investments in
Institutional Service Shares are subject to a minimum initial investment of
$25,000. Institutional Service Shares are distributed without a 12b-1 Plan.

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

The amount of dividends payable to Institutional Service Shares will generally
exceed that of Select Shares by the difference between Class Expenses and
distribution expenses borne by shares of each respective class.

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

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 rated 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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Growth Fund
                    Select Shares                                          Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Federated Managed
Growth Fund
Select Shares
Prospectus

A Diversified Portfolio
of Managed Series Trust,
an Open-End Management
Investment Company


Prospectus dated March 11, 1994


3122011A-SEL (3/94)


               FEDERATED
          MANAGED AGGRESSIVE
              GROWTH FUND

      [LOGO] MANAGED SERIES TRUST

             ------------
         INSTITUTIONAL SERVICE
             ------------
                SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

           Federated Managed
   Aggressive Growth Fund is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K701
       G00530-02 (9/94)


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Aggressive Growth Fund--Institutional Service Shares after page 1,
     following the section entitled "Summary of Fund Expenses" and before the
     section entitled "General Information." In addition, please add the
     heading "Financial Highlights--Institutional Service Shares" to the Table
     of Contents page, after the heading "Summary of Fund Expenses."

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.07
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and
  futures contracts                                                                                        0.04
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.11
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.03)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.08
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             1.06%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.60%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    3.78%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.26%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $   9,993
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    16%
- -------------------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please delete the section entitled "Small Company Stocks," which begins on
     page 3 and replace it with the following. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "Small
     Company Stocks."

"SMALL COMPANY STOCKS. Small company stocks are common stocks and securities
convertible into or exchangeable for common stocks, such as rights and warrants,
of companies with a market capitalization (market price a number of shares
outstanding) below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the United States equity market. These stocks are
comparable to, but not limited to, the stocks comprising the Russell 2000 Index,
an index of small capitalization stocks. The Fund may invest up to 40 percent of
its total assets in small company stocks.

     INVESTMENT RISKS.  Stocks in the small capitalization sector of the United
     States equity market have historically been more volatile in price than
     larger capitalization stocks, such as those included in the Standard &
     Poor's 500 Index. This is because, among other things, small companies have
     less certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa."

 C.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 5:

"Yankee bonds, which are U.S. dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 D.  The following should be added as a sub-section under the section entitled
     "High Yield Corporate Bonds" on page 5. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 E.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds," which begins on page 8. In addition,
     please delete the heading "Investment Risks," which appears immediately
     following the heading "Corporate Bonds" on the Table of Contents page.

 F.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 G.  Please delete the first sentence of the fifth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."

 H.  Please add the following as the eighth paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 I.   Please delete the section entitled "Administrative Services," which
      begins on page 15 and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 J.   Please delete the section entitled "Shareholder Services Plan" on page
      15, and replace it with the following:

"SHAREHOLDER SERVICES PLAN. The Trust has adopted a Shareholder Services Plan
(the 'Services Plan') under which the Fund may make payments up to 0.25 of 1% of
the average daily net asset value of the Institutional Service Shares to obtain
certain personal services for shareholders and the maintenance of shareholder
accounts ('shareholder services'). The Trust has entered into a Shareholder
Services Agreement with Federated Shareholder Services, a subsidiary of
Federated Investors, under which Federated Shareholder Services will either
perform shareholder services directly or will select financial institutions to
perform shareholder services. Financial institutions will receive fees based
upon Shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Trust and Federated Shareholder Services."

 K.  Please insert the following section entitled "Other Payments to Financial
     Institutions" after the section entitled "Shareholder Services Plan" on
     page 15. In addition, please add the heading "Other Payments to Financial
     Institutions" to the Table of Contents page after the heading "Shareholder
     Services Plan."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Services Plan, financial institutions could be compensated by the
distributor, who could be reimbursed by the adviser, or affiliates thereof, for
providing administrative support services to holders of Shares. These payments
will be made directly by the distributor and will not be made from the assets of
the Fund."

 L.  Please insert the following as the last sentence of the first paragraph in
     the section entitled "Voting Rights" on page 21:

"As of September 6, 1994, CIBAT & Co. of Laurel, Maryland, acting in various
capacities for numerous accounts, was the owner of record of 375,236
Institutional Service Shares (33.77%) of Federated Managed Aggressive Growth
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."


 M. Please insert the following "Financial Highlights" table for Federated
    Managed Aggressive Growth Fund--Select Shares after page 22, following the
    section entitled "Other Classes of Shares." In addition, please add the
    heading "Financial Highlights--Select Shares" to the Table of Contents page
    after the heading "Other Classes of Shares."

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                               <C>
- ------------------------------------------------------------------------------------------------  -----------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.05
- ------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and futures
  contracts                                                                                                0.04
- ------------------------------------------------------------------------------------------------       --------
  Total from investment operations                                                                         0.09
- ------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.02)
- ------------------------------------------------------------------------------------------------       --------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.07
- ------------------------------------------------------------------------------------------------       --------
TOTAL RETURN**                                                                                             0.91%
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.34%(a)
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    3.04%(a)
- ------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.52%(a)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $   1,027
- ------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    16%
- ------------------------------------------------------------------------------------------------
</TABLE>

 *  Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 N.  Please insert the following Financial Statements after the section
     entitled "Financial Highlights--Select Shares" and before the section
     entitled "Appendix." In addition, please add the heading "Financial
     Statements" to the Table of Contents page after the heading "Financial
     Highlights--Select Shares."

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        VALUE
                                                                                                       IN U.S.
    SHARES                                                                                             DOLLARS
<C>              <S>                                                                                <C>
- ---------------  ---------------------------------------------------------------------------------  --------------
STOCKS--49.3%++
- --------------------------------------------------------------------------------------------------
                 LARGE COMPANY--28.8%*
                 ---------------------------------------------------------------------------------
                 BASIC INDUSTRY--2.7%
                 ---------------------------------------------------------------------------------
         1,300   (a)FMC Corp.                                                                       $       76,375
                 ---------------------------------------------------------------------------------
         1,300   Lubrizol Corp.                                                                             44,038
                 ---------------------------------------------------------------------------------
         1,800   Phelps Dodge Corp.                                                                        111,150
                 ---------------------------------------------------------------------------------
         2,800   Praxair, Inc.                                                                              63,000
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     294,563
                 ---------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--1.1%
                 ---------------------------------------------------------------------------------
         2,000   Ford Motor Co.                                                                             63,500
                 ---------------------------------------------------------------------------------
         1,100   General Motors Corp.                                                                       56,513
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     120,013
                 ---------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--3.6%
                 ---------------------------------------------------------------------------------
           900   Avon Products, Inc.                                                                        50,962
                 ---------------------------------------------------------------------------------
         3,500   Mattel, Inc.                                                                               96,688
                 ---------------------------------------------------------------------------------
         1,400   Eastman Kodak Co.                                                                          67,725
                 ---------------------------------------------------------------------------------
         1,400   Philip Morris Cos., Inc.                                                                   77,000
                 ---------------------------------------------------------------------------------
         6,300   (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                              42,525
                 ---------------------------------------------------------------------------------
         1,700   Reebok International, Ltd.                                                                 60,350
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     395,250
                 ---------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--2.0%
                 ---------------------------------------------------------------------------------
         2,500   American Stores Co.                                                                $       64,688
                 ---------------------------------------------------------------------------------
         1,800   Sears, Roebuck & Co.                                                                       85,050
                 ---------------------------------------------------------------------------------
         2,900   (a)Tele-Communications, Inc., Class A                                                      67,606
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     217,344
                 ---------------------------------------------------------------------------------  --------------
                 ENERGY--3.3%
                 ---------------------------------------------------------------------------------
         2,300   Baker Hughes, Inc.                                                                         48,587
                 ---------------------------------------------------------------------------------
         1,800   Chevron Corp.                                                                              79,875
                 ---------------------------------------------------------------------------------
         1,000   Mapco, Inc.                                                                                60,625
                 ---------------------------------------------------------------------------------
         1,300   Texaco, Inc.                                                                               82,550
                 ---------------------------------------------------------------------------------
         3,000   USX Marathon Group                                                                         52,125
                 ---------------------------------------------------------------------------------
           800   (a)Western Atlas, Inc.                                                                     38,900
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     362,662
                 ---------------------------------------------------------------------------------  --------------
                 FINANCE--4.8%
                 ---------------------------------------------------------------------------------
         1,000   AMLI Residential Properties                                                                21,500
                 ---------------------------------------------------------------------------------
           900   Bankers Trust of New York Corp.                                                            60,300
                 ---------------------------------------------------------------------------------
         1,700   Citicorp                                                                                   70,125
                 ---------------------------------------------------------------------------------
         1,100   Dean Witter, Discover & Co.                                                                44,138
                 ---------------------------------------------------------------------------------
           700   Dreyfus Corp.                                                                              34,650
                 ---------------------------------------------------------------------------------
           700   Federal National Mortgage Association                                                      60,725
                 ---------------------------------------------------------------------------------
           600   Mellon Bank Corp.                                                                          34,350
                 ---------------------------------------------------------------------------------
         2,100   PNC Financial Corp.                                                                        60,375
                 ---------------------------------------------------------------------------------
         1,200   Transamerica Corp.                                                                         60,900
                 ---------------------------------------------------------------------------------
         2,300   Travelers, Inc.                                                                            76,188
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     523,251
                 ---------------------------------------------------------------------------------  --------------
                 HEALTHCARE--2.2%
                 ---------------------------------------------------------------------------------
         1,300   American Home Products Corp.                                                       $       74,587
                 ---------------------------------------------------------------------------------
         1,200   Becton, Dickinson & Co.                                                                    50,550
                 ---------------------------------------------------------------------------------
         1,200   Bristol-Myers Squibb Co.                                                                   63,150
                 ---------------------------------------------------------------------------------
         1,500   U.S. Healthcare, Inc.                                                                      56,813
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     245,100
                 ---------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--2.4%
                 ---------------------------------------------------------------------------------
           500   Deere & Co.                                                                                35,063
                 ---------------------------------------------------------------------------------
         1,000   General Electric Co.                                                                       50,375
                 ---------------------------------------------------------------------------------
         1,100   (a)Litton Industries, Inc.                                                                 40,837
                 ---------------------------------------------------------------------------------
           600   Loews Corp.                                                                                52,950
                 ---------------------------------------------------------------------------------
         1,600   Textron, Inc.                                                                              85,200
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     264,425
                 ---------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--3.5%
                 ---------------------------------------------------------------------------------
         2,400   General Motors Corp., Class E                                                              84,600
                 ---------------------------------------------------------------------------------
           900   Hewlett-Packard Co.                                                                        69,863
                 ---------------------------------------------------------------------------------
         1,700   Martin-Marietta Corp.                                                                      77,138
                 ---------------------------------------------------------------------------------
         1,300   Raytheon Co.                                                                               85,312
                 ---------------------------------------------------------------------------------
         2,000   Rockwell International Corp.                                                               71,750
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     388,663
                 ---------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.5%
                 ---------------------------------------------------------------------------------
         2,100   Ryder Systems, Inc.                                                                        54,862
                 ---------------------------------------------------------------------------------  --------------
                 UTILITIES--2.7%
                 ---------------------------------------------------------------------------------
         1,500   AT&T Corp.                                                                                 81,938
                 ---------------------------------------------------------------------------------
           400   British Telecommunications, ADR                                                            23,650
                 ---------------------------------------------------------------------------------
           900   Duke Power Co.                                                                             34,425
                 ---------------------------------------------------------------------------------
         1,000   Enron Corp.                                                                        $       32,375
                 ---------------------------------------------------------------------------------
         2,200   MCI Communications Corp.                                                                   50,050
                 ---------------------------------------------------------------------------------
           600   Telefonos De Mexico, SA, ADR                                                               36,450
                 ---------------------------------------------------------------------------------
         3,000   Westinghouse Electric Corp., Conv. Pfd., Series C                                          39,747
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     298,635
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $3,169,323)                                       3,164,768
                 ---------------------------------------------------------------------------------  --------------
                 FOREIGN EQUITY--20.5%
                 ---------------------------------------------------------------------------------
                 AUSTRALIA--0.6%
                 ---------------------------------------------------------------------------------
        19,300   Australian Consolidated Press, Ltd.                                                        62,815
                 ---------------------------------------------------------------------------------  --------------
                 BELGIUM--0.4%
                 ---------------------------------------------------------------------------------
         1,100   Delhaize-Le Lion                                                                           42,786
                 ---------------------------------------------------------------------------------  --------------
                 FINLAND--0.4%
                 ---------------------------------------------------------------------------------
           400   Kone Corp. 'B'                                                                             41,671
                 ---------------------------------------------------------------------------------  --------------
                 HONG KONG--0.7%
                 ---------------------------------------------------------------------------------
        16,800   Cheung Kong Holdings                                                                       82,425
                 ---------------------------------------------------------------------------------  --------------
                 JAPAN--9.0%
                 ---------------------------------------------------------------------------------
         4,000   Bank of Tokyo                                                                              61,972
                 ---------------------------------------------------------------------------------
         2,000   Dai Ichi Kangyo Bank                                                                       37,983
                 ---------------------------------------------------------------------------------
         2,000   Fuji Bank                                                                                  45,180
                 ---------------------------------------------------------------------------------
         5,000   Hitachi Ltd.                                                                               48,228
                 ---------------------------------------------------------------------------------
         1,000   Industrial Bank of Japan                                                                   30,186
                 ---------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             52,676
                 ---------------------------------------------------------------------------------
        11,000   Kawasaki Heavy Industries                                                                  48,598
                 ---------------------------------------------------------------------------------
         5,000   Kirin Brewery Co., Ltd.                                                                    61,972
                 ---------------------------------------------------------------------------------
         3,000   Matsushita Electric Industries                                                             49,178
                 ---------------------------------------------------------------------------------
        10,000   Mitsubishi Heavy Industries                                                        $       77,665
                 ---------------------------------------------------------------------------------
         3,000   Mitsubishi Trust & Banking                                                                 47,978
                 ---------------------------------------------------------------------------------
         6,000   Mitsukoshi, Ltd.                                                                           62,372
                 ---------------------------------------------------------------------------------
         3,000   Nomura Securities Co., Ltd.                                                                66,270
                 ---------------------------------------------------------------------------------
         3,000   Sakura Bank, Ltd.                                                                          42,281
                 ---------------------------------------------------------------------------------
         2,000   Sumitomo Bank                                                                              40,382
                 ---------------------------------------------------------------------------------
        11,000   Sumitomo Heavy Industries                                                                  44,640
                 ---------------------------------------------------------------------------------
         4,000   Takeda Chemical Industries                                                                 49,578
                 ---------------------------------------------------------------------------------
         5,000   Tokio Marine & Fire                                                                        63,971
                 ---------------------------------------------------------------------------------
         2,000   Tokyo Electric Power                                                                       60,573
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     991,683
                 ---------------------------------------------------------------------------------  --------------
                 NETHERLANDS--0.7%
                 ---------------------------------------------------------------------------------
           700   Royal Dutch Petroleum Co.                                                                  79,100
                 ---------------------------------------------------------------------------------  --------------
                 SWEDEN--0.4%
                 ---------------------------------------------------------------------------------
           400   Volvo (AB), Series B                                                                       39,130
                 ---------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM--3.6%
                 ---------------------------------------------------------------------------------
        11,000   British Petroleum, PLC                                                                     70,119
                 ---------------------------------------------------------------------------------
        12,000   Coats Viyella, PLC                                                                         39,080
                 ---------------------------------------------------------------------------------
         6,000   Eastern Electricity, PLC                                                                   60,009
                 ---------------------------------------------------------------------------------
         6,000   Midlands Electricity, PLC                                                                  60,750
                 ---------------------------------------------------------------------------------
         3,800   RMC Group, PLC                                                                             55,806
                 ---------------------------------------------------------------------------------
        10,000   Williams Holdings, PLC                                                                     55,796
                 ---------------------------------------------------------------------------------
         4,000   Wolseley, PLC                                                                              50,934
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     392,494
                 ---------------------------------------------------------------------------------  --------------
                 REGISTERED INVESTMENT COMPANIES--4.7%
                 ---------------------------------------------------------------------------------
         4,500   First Iberian Fund, Inc.                                                           $       34,313
                 ---------------------------------------------------------------------------------
        12,200   France Growth Fund, Inc.                                                                  134,200
                 ---------------------------------------------------------------------------------
        11,900   Germany Fund, Inc.                                                                        142,800
                 ---------------------------------------------------------------------------------
         6,700   (a)Italy Fund, Inc.                                                                        70,350
                 ---------------------------------------------------------------------------------
         1,900   Malaysia Fund, Inc.                                                                        43,225
                 ---------------------------------------------------------------------------------
         4,700   Swiss Helvetia Fund, Inc.                                                                  95,175
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     520,063
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $2,221,706)                                      2,252,167
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL STOCKS (IDENTIFIED COST, $5,391,029)                                              5,416,935
                 ---------------------------------------------------------------------------------  --------------
<CAPTION>
    FOREIGN
   CURRENCY
  PAR AMOUNT
<C>              <S>                                                                                <C>
- ---------------  ---------------------------------------------------------------------------------
BONDS--19.4%
- --------------------------------------------------------------------------------------------------
                 FOREIGN--7.4%
                 ---------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.4%
                 ---------------------------------------------------------------------------------
        50,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                     41,312
                 ---------------------------------------------------------------------------------  --------------
                 BELGIUM FRANC--0.4%
                 ---------------------------------------------------------------------------------
     1,200,000   Belgian Government, Foreign Government Guarantee, 10.00%, 4/5/96                           38,701
                 ---------------------------------------------------------------------------------  --------------
                 CANADA DOLLAR--0.3%
                 ---------------------------------------------------------------------------------
        50,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                                34,592
                 ---------------------------------------------------------------------------------  --------------
                 FRENCH FRANC--0.8%
                 ---------------------------------------------------------------------------------
       300,000   France O.A.T., 8.50%, 11/25/2002                                                           59,900
                 ---------------------------------------------------------------------------------
       150,000   France O.A.T., 9.80%, 1/30/96                                                              29,113
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                      89,013
                 ---------------------------------------------------------------------------------  --------------
                 DEUTSCHE MARK--1.2%
                 ---------------------------------------------------------------------------------
       125,000   Bundesobligation, 8.875%, 1/22/96                                                  $       82,568
                 ---------------------------------------------------------------------------------
        75,000   Treuhandanstalt, 7.75%, 10/1/2002                                                          49,455
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     132,023
                 ---------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.4%
                 ---------------------------------------------------------------------------------
    75,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                   48,362
                 ---------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--2.8%
                 ---------------------------------------------------------------------------------
    10,000,000   Japan-111, 4.60%, 6/22/98                                                                 104,113
                 ---------------------------------------------------------------------------------
     8,000,000   Japan-89, 5.10%, 6/20/96                                                                   83,522
                 ---------------------------------------------------------------------------------
    10,000,000   Japan-133, 7.30%, 9/20/2000                                                               116,308
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     303,943
                 ---------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.4%
                 ---------------------------------------------------------------------------------
        75,000   Netherlands Government, 6.00%, 4/15/95                                                     42,373
                 ---------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM POUND--0.7%
                 ---------------------------------------------------------------------------------
        50,000   UK Conversion, 9.00%, 3/3/2000                                                             78,788
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN (IDENTIFIED COST, $800,304)                                                 809,107
                 ---------------------------------------------------------------------------------  --------------
<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                                <C>
- ---------------  ---------------------------------------------------------------------------------
                 HIGH YIELD--5.1%
                 ---------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.4%
                 ---------------------------------------------------------------------------------
$       50,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                    51,125
                 ---------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.7%
                 ---------------------------------------------------------------------------------
        75,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                              75,000
                 ---------------------------------------------------------------------------------  --------------
                 CABLE T.V.--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Continental Cablevision, Inc., Sr. Deb., 9.50%, 8/1/2013                                   44,938
                 ---------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.5%
                 ---------------------------------------------------------------------------------
 $      50,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                       $       50,250
                 ---------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                                 45,562
                 ---------------------------------------------------------------------------------  --------------
                 CONTAINER & GLASS PRODUCTS--0.5%
                 ---------------------------------------------------------------------------------
        50,000   Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                     50,875
                 ---------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Grand Union Co., Sr. Note, 12.25%, 7/15/2002                                               43,625
                 ---------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                               46,750
                 ---------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                          46,500
                 ---------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.3%
                 ---------------------------------------------------------------------------------
        50,000   American Standard, Inc., Sr. Sub. Disc. Deb., 10.50%, 6/1/2005                             31,750
                 ---------------------------------------------------------------------------------  --------------
                 STEEL--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                  47,250
                 ---------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.3%
                 ---------------------------------------------------------------------------------
        50,000   Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                              30,875
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $576,754)                                              564,500
                 ---------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE--0.5%
                 ---------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.5%
                 ---------------------------------------------------------------------------------
        40,000   General Instruments Corp., Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $54,300)                                                                 55,350
                 ---------------------------------------------------------------------------------  --------------
                 TREASURY--6.4%
                 ---------------------------------------------------------------------------------
$      720,000   U.S. Treasury Bonds, 7.25%, 5/15/2016 (IDENTIFIED COST, $688,725)                  $      704,038
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $2,120,083)                                               2,132,995
                 ---------------------------------------------------------------------------------  --------------
 **CASH EQUIVALENT--30.7%
- --------------------------------------------------------------------------------------------------
     2,250,000   U.S. Treasury Bill, 1/26/95                                                             2,196,433
                 ---------------------------------------------------------------------------------
     1,180,000   ***J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94
                 (Note 2B)                                                                               1,180,000
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENT (AT AMORTIZED COST)                                               3,376,433
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $10,887,545)                                   $   10,926,363+
                 ---------------------------------------------------------------------------------  --------------
</TABLE>

Note: The categories of investments are shown as a percentage of net assets
      ($11,019,703) at July 31, 1994.

  + The cost for federal income tax purposes amounts to $10,887,545. The net
    unrealized appreciation on a federal tax cost basis amounts to $38,818,
    and is comprised of $164,251 appreciation and $125,433 depreciation at
    July 31, 1994.

 ++ The Fund's overall exposure to stocks is 73.3%, after adjustment for the use
    of Russell 2000 and S&P 500 futures contracts.

(a) Non-income producing securities.

  * The Fund holds cash equivalents as collateral for the two S&P 500 futures
    contracts it bought with a market value of $458,900. Consequently, the
    Fund's exposure to large cap stocks is 32.9% of the fund.

 ** The Fund holds cash equivalents as collateral for the eighteen Russell 2000
    futurescontracts it bought with a market value of $2,203,650. Consequently,
    the Fund's exposure to small cap stocks is 20.0% of the fund.

*** The repurchase agreement is fully collateralized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated funds.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Company

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

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>          <C>
ASSETS:
- -------------------------------------------------------------------------------------
Investments in securities, at value                                                    $ 9,746,363
- -------------------------------------------------------------------------------------
Investments in repurchase agreements, at amortized cost                                  1,180,000
- -------------------------------------------------------------------------------------  -----------
    Total investments (identified and tax cost $10,887,545) (Notes 2A and 2B)                       $  10,926,363
- --------------------------------------------------------------------------------------------------
Cash                                                                                                        4,574
- --------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          59,537
- --------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                            36,501
- --------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                       36,465
- --------------------------------------------------------------------------------------------------
Receivable for Futures Variation Margin (Note 2G)                                                          20,450
- --------------------------------------------------------------------------------------------------
Deferred expenses (Note 2J)                                                                                27,820
- --------------------------------------------------------------------------------------------------  -------------
    Total assets                                                                                       11,111,710
- --------------------------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                      36,430
- -------------------------------------------------------------------------------------
Payable for investments purchased                                                           32,772
- -------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                          1,155
- -------------------------------------------------------------------------------------
Accrued expenses                                                                            21,650
- -------------------------------------------------------------------------------------  -----------
    Total liabilities                                                                                      92,007
- --------------------------------------------------------------------------------------------------  -------------
NET ASSETS for 1,093,554 shares of beneficial interest outstanding                                  $  11,019,703
- --------------------------------------------------------------------------------------------------  -------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------------------------
Paid-in capital                                                                                     $  10,937,981
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currencies and futures contracts                                                               (29,481)
- --------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                      67,143
- --------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        44,060
- --------------------------------------------------------------------------------------------------  -------------
    Total Net Assets                                                                                $  11,019,703
- --------------------------------------------------------------------------------------------------  -------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- --------------------------------------------------------------------------------------------------
Institutional Service Shares (net assets of $9,992,935 / 991,579 shares of beneficial interest
outstanding)                                                                                               $10.08
- --------------------------------------------------------------------------------------------------  -------------
Select Shares (net assets of $1,026,768 / 101,975 shares of beneficial interest outstanding)               $10.07
- --------------------------------------------------------------------------------------------------  -------------
</TABLE>

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


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $395)                                                           $  67,832
- ---------------------------------------------------------------------------------------------------------
Dividends (net of foreign taxes withheld of $895)                                                             14,541
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income (Note 2C)                                                                         82,373
- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------
Investment advisory fee**                                                                       $  14,124
- ----------------------------------------------------------------------------------------------
Administrative personnel and services**                                                             2,397
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            12,000
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                            400
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          1,000
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       1,561
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                2,000
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  1,000
- ----------------------------------------------------------------------------------------------
Taxes                                                                                                  30
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                             403
- ----------------------------------------------------------------------------------------------
Distribution services fee**                                                                         1,210
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                         555
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                 36,680
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                                  $  14,124
- -----------------------------------------------------------------------------------
Waiver of distribution services fee**                                                      403
- -----------------------------------------------------------------------------------
Reimbursement of other operating expenses**                                              9,714     24,241
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                              12,439
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                 69,934
- ---------------------------------------------------------------------------------------------------------  ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND FUTURES CONTRACTS:
- ---------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts (identified
cost basis)                                                                                                   67,143
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                       (29,481)
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts           37,662
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $ 107,596
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>

 *  For the period from May 25, 1994 (date of initial public investment) to
    July 31, 1994.

** (See Note 4).

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


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
                                                                                                    (UNAUDITED)
<S>                                                                                               <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------------------------------------
Net investment income                                                                              $       69,934
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($67,143 net gain, as computed for federal income tax purposes) (Note 2E)                                  67,143
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities, foreign currency, and futures contracts                                                      (29,481)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from operations                                                       107,596
- ------------------------------------------------------------------------------------------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)--
- ------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ------------------------------------------------------------------------------------------------
     Institutional Service Shares                                                                         (24,073)
- ------------------------------------------------------------------------------------------------
     Select Shares                                                                                         (1,801)
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets resulting from distributions to shareholders                               (25,874)
- ------------------------------------------------------------------------------------------------  ----------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           11,638,305
- ------------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                           9,794
- ------------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                  (710,118)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from Fund share transactions                                       10,937,981
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets                                                                         11,019,703
- ------------------------------------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------------------------------------
Beginning of period                                                                                      --
- ------------------------------------------------------------------------------------------------  ----------------
End of period (including undistributed net investment income of $44,060)                           $   11,019,703
- ------------------------------------------------------------------------------------------------  ----------------
</TABLE>
* For the period from May 25, 1994 (date of initial public 
investment) to July 31, 1994.

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


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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

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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investment.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   OPTIONS CONTRACTS WRITTEN--The Fund may write option contracts. A written
     option obligates the Fund to deliver (a call), or to receive (a put), the
     contract amount upon exercise by the holder of the option. The value of the
     option contract is recorded as a liability and unrealized gain or loss is
     measured by the difference between the current value and the premium
     received. The Fund had no option contracts outstanding at July 31, 1994.
     For the period ended the Fund had a realized gain of $200 on written
     options.

G.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash of U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the
     financial futures contract is determined and any difference between such
     value and the original futures contract value is reflected in the "daily
     variation margin" account. Daily variation margin adjustments, arising from
     this "marking to market" process, are recorded by the Fund as unrealized
     gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering into futures
     contracts include the possibility that a change in the value of the
     contract may not correlate with changes in the value of the underlying
     securities. For the period ended the Fund had a realized gain of $87,187 on
     futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<CAPTION>
                               CONTRACTS                           UNREALIZED
    EXPIRATION                TO DELIVER/                         APPRECIATION
       DATE                     RECEIVE              POSITION    (DEPRECIATION)
<S>                  <C>                            <C>         <C>
September 1994          18 Russell 2000 Futures        Long        ($   78,350)
September 1994          2 S&P 500 Index Futures        Long              9,565
                                                                   ------------
Net Unrealized Appreciation (Depreciation) on Futures
Contracts                                                          ($   68,785)
                                                                   ------------
</TABLE>

H.   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.

I.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability of
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.


At July 31, 1994 the portfolio was diversified with the following industries:

<TABLE>
<S>                         <C>        <C>                         <C>
Appliances                   0.4%      Healthcare                   0.4%
Automobiles                  0.4       Insurance                    0.6
Banking                      2.8       Machinery                    1.9
Beverage & Tobacco           0.6       Merchandising                1.4
Broadcasting                 0.6       Multi-Industry               4.7
Building Supplies            1.5       Real Estate                  0.7
Electronic Equipment         0.4       Textiles                     0.4
Energy                       1.4       Utilities                    2.2
Finance                      0.6
</TABLE>

J.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration if its shares in its first fiscal year, excluding the initial
     expense of registering the share, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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

(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
INSTITUTIONAL SERVICE SHARES                                                           SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                            1,061,478  $   10,615,003
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               919           9,275
- -----------------------------------------------------------------------------------
Shares redeemed                                                                          (70,818)       (705,893)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Institutional Service Shares transactions                 991,579  $    9,918,385
- -----------------------------------------------------------------------------------  -----------  --------------

<CAPTION>
                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
SELECT SHARES                                                                          SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                              102,342  $    1,023,302
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                                52             519
- -----------------------------------------------------------------------------------
Shares redeemed                                                                             (419)         (4,225)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Select Shares transactions                                101,975       1,019,596
- -----------------------------------------------------------------------------------  -----------  --------------
          Total net change resulting from Fund share transactions                      1,093,554  $   10,937,981
- -----------------------------------------------------------------------------------  -----------  --------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, 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 its fee. The Adviser can modify or terminate this voluntary
waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

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 net assets of
the Fund for the period. This fee is to obtain certain personal services for
shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $36,187 and $39,069, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,219 and $2,396, respectively, pursuant to this agreement.

Certain Officers and Trustees of the Fund 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 July 31, 1994 were as follows:

<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $   8,499,321
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $     973,533
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>

                                                              September 30, 1994

[LOGO] MANAGED SERIES TRUST



FEDERATED MANAGED AGGRESSIVE GROWTH FUND
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
   Absent the anticipated voluntary waiver, the Total Institutional Service
   Shares Operating Expenses are estimated to be 1.27%.
   For more information on Institutional Service Shares expenses, see
   "Summary of Fund Expenses" on page 1 of the Prospectus.
   
2. With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be
expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3. The following sentence should be added after the "Asset Category" Table
on page 3 of the                                Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the section entitled "Options."
   
4. RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Small Company Stocks.  Stocks in the small capitalization sector of the
   United States equity market have historically been more volatile in price
   than larger capitalization stocks, such as those included in the Standard
   & Poor's 500 Index.  See "Small Company Stocks" on pages 3 and 4 of the
   Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   pages 5 and 6  of the Prospectus.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on page 8 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 9 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks", a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
G00250-01-SS (5/94)


Federated Managed Aggressive Growth Fund
(A Portfolio of Managed Series Trust)
Institutional Service Shares
Prospectus


The Institutional Service Shares of Federated Managed Aggressive Growth Fund
(the "Fund") offered by this prospectus represent interests in the Fund, which
is a diversified investment portfolio of Managed Series Trust (the "Trust"). The
Trust is an open-end management investment company (a mutual fund).


The investment objective of the Fund is to seek capital appreciation. The Fund
invests in both bonds and stocks. Institutional Service Shares are sold at net
asset value.

The Institutional Service 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 Institutional Service Shares
involves investment risks, including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Institutional Service Shares and Select Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Equity Asset Categories                                                    3
      Large Company Stocks                                                     3
      Small Company Stocks                                                     3
      Foreign Stocks                                                           4
    Cash Reserves Category                                                     4
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 4

      Mortgage-Backed Securities                                               5

      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
      Foreign Bonds                                                            5
    Acceptable Investments                                                     5
      Equity Securities                                                        5
      Foreign Securities                                                       5

        Investment Risks                                                       5

      Cash Reserves                                                            6
        Repurchase Agreements                                                  6
      U.S. Treasury and Other U.S.
        Government Securities                                                  6
      Mortgage-Backed Securities                                               6
        Collateralized Mortgage Obligations
          ("CMOs")                                                             7
        Real Estate Mortgage Investment Conduits
          ("REMICs")                                                           7
        Characteristics of Mortgage-Backed
          Securities                                                           8
      Corporate Bonds                                                          8

        Investment Risks                                                       9

    Investing in Securities of Other
      Investment Companies                                                     9
    Restricted and Illiquid Securities                                         9
    When-Issued and Delayed Delivery
      Transactions                                                             9
    Lending of Portfolio Securities                                           10
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency Exchange Contracts                               10
    Options                                                                   11
    Futures and Options on Futures                                            11
      Risks                                                                   12

    Portfolio Turnover                                                        12

  Investment Limitations                                                      12

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Institutional Service Shares                                15
  Administration of the Fund                                                  15
    Administrative Services                                                   15
    Shareholder Services Plan                                                 15
    Custodian                                                                 15
    Transfer Agent and Dividend
      Disbursing Agent                                                        15
    Legal Counsel                                                             15
    Independent Public Accountants                                            16
  Brokerage Transactions                                                      16
  Expenses of the Fund and Institutional
    Service Shares                                                            16

Net Asset Value                                                               16
- ------------------------------------------------------

Investing in Institutional Service Shares                                     17
- ------------------------------------------------------

  Share Purchases                                                             17
    Through a Financial Institution                                           17
    By Wire                                                                   17
    By Mail                                                                   17
  Minimum Investment Required                                                 17
  What Shares Cost                                                            18
  Subaccounting Services                                                      18
  Systematic Investment Program                                               18
  Certificates and Confirmations                                              18
  Dividends                                                                   18
  Capital Gains                                                               19

Redeeming Institutional Service Shares                                        19
- ------------------------------------------------------

  Through a Financial Institution                                             19
  Telephone Redemption                                                        19
  Written Requests                                                            19
    Signatures                                                                20
    Receiving Payment                                                         20
  Systematic Withdrawal Program                                               20
  Accounts with Low Balances                                                  20

Shareholder Information                                                       21
- ------------------------------------------------------

  Voting Rights                                                               21
  Massachusetts Partnership Law                                               21

Tax Information                                                               21
- ------------------------------------------------------

  Federal Income Tax                                                          21
  Pennsylvania Corporate and
    Personal Property Taxes                                                   21

Performance Information                                                       22
- ------------------------------------------------------

Other Classes of Shares                                                       22
- ------------------------------------------------------

Appendix                                                                      23
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                  <C>        <C>
                                                  Institutional Service Shares
                                                Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)....................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).........                  None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable).....................................................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable).............................                  None
Exchange Fee...................................................................................                  None
                                    Annual Institutional Service Shares Operating Expenses*
                                       (As a percentage of projected average net assets)
Management Fee (after waiver) (1)..............................................................                  0.48%
12b-1 Fee......................................................................................                  None
Total Other Expenses...........................................................................                  0.52%
    Shareholder Servicing Fee (2)..............................................................       0.00%
         Total Institutional Service Shares Operating Expenses (3).............................                  1.00%
</TABLE>

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


(2) The Institutional Service Shares have no present intention of paying or
    accruing the shareholder servicing fee. If Institutional Service Shares were
    paying or accruing the shareholder servicing fee, the Institutional Service
    Shares would be able to pay up to 0.25% of their average daily net assets
    for the shareholder servicing fee.


(3) The Total Institutional Service Shares Operating Expenses are estimated to
    be 1.27% absent the anticipated voluntary waiver of a portion of the
    management fee.

 * Total Institutional Service Shares Operating Expenses are based on average
   expenses expected to be incurred during the period ended January 31, 1995.
   During the course of this period, expenses may be more or less than the
   average amount shown.

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

<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..................................................     $10        $32
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.

    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund also offers another class of
shares called Select Shares. Institutional Service Shares and Select Shares are
subject to certain of the same expenses; however, Select Shares are subject to a
12b-1 fee of up to 0.75%. See "Other Classes of Shares."

General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interest in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Institutional Service Shares and Select Shares. This prospectus relates only
to Institutional Service Shares.

Institutional Service Shares ("Shares") of the Fund are designed to give
institutions, individuals, and financial institutions acting in a fiduciary or
agency capacity a convenient means of accumulating an interest in a
professionally managed, diversified investment portfolio. A minimum initial
investment of $25,000 over a 90-day period is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek capital appreciation. There can
be, of course, no assurance that the Fund will achieve its investment objective.
The Fund's investment objective cannot be changed without the approval of
shareholders. Unless otherwise noted, the Fund's investment policies may be
changed by the Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: stocks
and bonds. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.


The Fund will invest between 60 and 100 percent of its assets in stocks. The
stock asset categories are large company stocks, small company stocks, and
foreign stocks.


The Fund will invest between 0 and 40 percent of its assets in bonds. The Fund's
adviser believes that bonds offer opportunities for growth of capital or
otherwise may be desirable under prevailing market or economic conditions. The
bond asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.

The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
             Asset Category                  Range
<S>                                       <C>
Stocks                                         60-100%
Large Company Stocks                            0-100%
Small Company Stocks                             0-40%
Foreign Stocks                                   0-40%

Cash Reserves                                    0-20%

Bonds                                            0-40%
U.S. Treasury Securities                         0-32%
Mortgage-Backed Securities                       0-12%
Investment-Grade Corporate Bonds                 0-12%
High Yield Corporate Bonds                       0-16%
Foreign Bonds                                    0-16%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, foreign
stocks are judged to be unusually attractive relative to other asset categories,
the allocation for foreign stocks may be moved to its upper limit. At other
times when foreign stocks appear to be overvalued, the commitment may be moved
down to a lesser allocation. There is no assurance, however, that the adviser's
attempts to pursue this strategy will result in a benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 100 percent of its total assets in
     large company stocks.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price x number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small
     capitalization stocks. The Fund may invest up to 40 percent of its total
     assets in small company stocks.

     Stocks in the small capitalization sector of the United States equity
     market have historically been more volatile in price than larger
     capitalization stocks, such as those included in the Standard & Poor's 500
     Index. This is because, among other things, small companies have less
     certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa.

     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to 40 percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is desirable, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 20 percent of
its total assets in cash reserves.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. Generally, the Fund will invest in Bond Assets
which are believed to offer opportunities for growth of capital when the adviser
believes interest rates will decline and, therefore, the value of the debt
securities will increase, or the market value of bonds will increase due to
factors affecting certain types of bonds or particular issuers, such as
improvement in credit quality due to company fundamentals or economic conditions
or assumptions on changes in trends in prepayment rates with respect to
mortgage-backed securites. The average duration of the Fund's Bond Assets will
be not less than three nor more than nine years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower expected
market volatility, and a lower average duration during periods of higher
expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 32 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 12 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 12 percent of its total
     assets in investment-grade corporate bonds. In certain cases the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to 16 percent of its total assets in high yield corporate bonds. There
     is no minimal acceptable rating for a security to be purchased or held in
     the Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 16 percent of its total assets in foreign bonds.

Acceptable Investments

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Foreign stocks are equity securities of foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's Investors Service,
     Inc. (Aaa, Aa, A or Baa) or by Standard & Poor's Corporation (AAA, AA, A or
     BBB) or are unrated if determined to be of equivalent quality by the Fund's
     adviser.


         Investment Risks. _Investments in foreign securities involve special
         risks that differ from those associated with investments in domestic
         securities. The risks associated with investments in foreign securities
         apply to securities issued by foreign corporations and sovereign
         governments. These risks relate to political and economic developments
         abroad, as well as those that result from the differences between the
         regulation of domestic securities and issuers and foreign securities
         and issuers. These risks may include, but are not limited to,
         expropriation, confiscatory taxation, currency fluctuations,
         withholding taxes on interest, limitations on the use or transfer of
         Fund assets, political or social instability and adverse diplomatic
         developments. It may also be more difficult to enforce contractual
         obligations or obtain court judgments abroad than would be the case in
         the United States because of differences in the legal systems. If the
         issuer of the debt or the governmental authorities that control the
         repayment of the debt may be unable or unwilling to repay principal or
         interest when due in accordance with the terms of such debt, the Fund
         may have limited legal recourse in the event of default. Moreover,
         individual foreign economies may differ favorably or unfavorably from
         the domestic economy in such respects as growth of gross national
         product, the rate of inflation, capital reinvestment, resource
         self-sufficiency and balance of payments position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgaged-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

         Because the cash flow is distributed sequentially instead of pro rata
         as with pass-through securities, the cash flows and average lives of
         CMOs are more predictable, and there is a period of time during which
         the investors in the longer-maturity classes receive no principal
         paydowns. The interest portion of these payments is distributed by the
         Fund as income and the capital portion is reinvested.

         The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To qualify as a
         REMIC, substantially all of the assets of the entity must be in assets
         directly or indirectly secured principally by real property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions to holders of mortgage-backed
         securities include both interest and principal payments. Principal
         payments represent the amortization of the principal of the underlying
         mortgages and any prepayments of principal due to prepayment,
         refinancing, or foreclosure of the underlying mortgages. Although
         maturities of the underlying mortgage loans may range up to 30 years,
         amortization and prepayments substantially shorten the effective
         maturities of mortgage-backed securities. Due to these features,
         mortgage-backed securities are less effective as a means of "locking
         in" attractive long-term interest rates than fixed-income securities
         which pay only a stated amount of interest until maturity, when the
         entire principal amount is returned. This is caused by the need to
         reinvest at lower interest rates both distributions of principal
         generally and significant prepayments which become more likely as
         mortgage interest rates decline. Since comparatively high interest
         rates cannot be effectively "locked in," mortgage-backed securities may
         have less potential for capital appreciation during periods of
         declining interest rates than other non-callable, fixed-income
         government securities of comparable stated maturities. However,
         mortgage-backed securities may experience less pronounced declines in
         value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments on the
         underlying mortgages. Therefore, interest-only SMBSs generally increase
         in value as interest rates rise and decrease in value as interest rates
         fall, counter to changes in value experienced by most fixed-income
         securities. The Fund's adviser intends to use this characteristic of
         interest-only SMBSs to reduce the effects of interest rate changes on
         the value of the Fund's portfolio, while continuing to pursue the
         Fund's investment objective.

     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:

      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's rating is reduced below the required minimum after
     the Fund has purchased it, the Fund is not required to sell the security,
     but may consider doing so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks. _Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks. _To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures
contracts as a hedge to attempt to protect its portfolio securities against
decreases in value. When the Fund writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but not
obligated) to sell a futures contract at the fixed price during the life of the
option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5
percent of the market value of the Fund's total assets. When the Fund purchases
futures contracts, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security or will make deposits to collateralize the
position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in connection with the sale
      of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to .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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since the
     Fund's inception. In allocating the Fund's assets, Mr. Ritter evaluates the
     market environment and economic outlook, utilizing the services of the
     investment adviser's economist and strategist. Mr. Ritter joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1992. From 1988 until 1991, Mr. Ritter acted as an
     Assistant Vice President. Mr. Ritter is a Chartered Financial Analyst and
     received his M.B.A. in Finance from the University of Chicago and his
     M.S. in Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this category since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in 1989 as an
     Assistant Vice President of the Fund's investment adviser. Mr. Bauer was an
     Assistant Vice President of the International Banking Division at
     Pittsburgh National Bank from 1982 until 1989. Mr. Bauer is a Chartered
     Financial Analyst and received his M.B.A. in Finance from Pennsylvania
     State University.

     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as a Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the
     Fund's investment adviser since 1991. Mr. Balestrino served as an
     investment analyst of the investment adviser 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.A. in Urban and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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 Institutional Service Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.


Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions would
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution would receive payments from the Fund
at a rate not exceeding .25 of 1% of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services would include, but not be limited to, the provision of
personal service and maintenance of shareholder accounts.


In addition to receiving the payments under the Services Plan, financial
institutions could be compensated by the distributor, who could be reimbursed by
the adviser, or affiliates thereof, for providing administrative support
services to holders of Shares. These payments would be made directly by the
distributor, and will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Institutional Service Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, no expenses are allocated to the Shares as a class. However, the
Trustees reserves the right to allocate certain other expenses to holders of
Shares as it deems 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 Shares; fees under the Fund's
Shareholder Services Plan, if any; 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 registration fees paid to state securities
commissions; expenses related to administrative personnel and services as
required to support holders of Shares; legal fees relating solely to Shares; and
Trustees' fees incurred as a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Institutional Service Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents must purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Aggressive Growth
Fund--Institutional Service Shares; Fund Number (this number can be found on the
account statement or by contacting the Fund); Group Number or Wire Order Number;
Nominee or Institution Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Aggressive Growth Fund--Institutional Service Shares to Federated
Services Company, c/o State Street Bank and Trust Company, P.O. Box 8602,
Boston, Massachusetts 02266-8602. Orders by mail are considered received after
payment by check is converted by State Street Bank into federal funds. This is
normally the next business day after State Street Bank receives the check.


Minimum Investment Required

The minimum initial investment in Shares is $25,000. However, an account may be
opened with a smaller amount as long as the $25,000 minimum is reached within 90
days. An institutional investor's minimum investment will be calculated by
combining all accounts it maintains with the Fund. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account had been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

Detailed confirmations of each purchase or redemption are sent to each
shareholder. Quarterly confirmations are sent to report dividends paid during
that quarter.

Dividends

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Unless shareholders request cash payments by writing
the Fund, dividends are automatically reinvested in additional Shares of the
Fund on payment dates at the ex-dividend date net asset value without a sales
charge.

Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Institutional Service Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 $25,000. A shareholder may apply for participation in this
program through Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $25,000. This
requirement does not apply, however, if the balance falls below $25,000 because
of changes in the Fund's net asset value. Before Shares are redeemed to close an
account, the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Institutional Service
Shares and Select Shares. Because Select Shares are subject to 12b-1 fees, the
total return and yield for Institutional Service Shares, for the same period,
will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Institutional
Service Shares using certain financial publications and/or compare the
performance of Institutional Service Shares to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Select Shares are sold primarily to retail and private banking customers of
financial institutions. Select Shares are sold at net asset value. Investments
in Select Shares are subject to a minimum initial investment of $1,500.

Select Shares are distributed pursuant to a 12b-1 Plan adopted by the Trust
whereby the distributor is paid a fee of .75 of 1% of the Select Shares' average
daily net assets. Select Shares are also subject to a Shareholder Services Plan
fee of .25 of 1%.

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

The amount of dividends payable to Institutional Service Shares will exceed that
of Select Shares by the difference between Class Expenses and distribution
expenses borne by shares of each respective class.

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

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Aggressive Growth Fund
                    Institutional Service Shares                           Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Federated Managed
Aggressive Growth Fund
Institutional Service Shares
Prospectus

A Diversified Portfolio of
Managed Series Trust,
an Open-End Management
Investment Company


Prospectus dated March 11, 1994


3122009A-ISS (3/94)



               FEDERATED
          MANAGED AGGRESSIVE
              GROWTH FUND

      [LOGO] MANAGED SERIES TRUST

             ------------
             SELECT SHARES
             ------------
       SUPPLEMENT TO PROSPECTUS

         DATED MARCH 11, 1994

           Federated Managed
   Aggressive Growth Fund is part of
         Managed Series Trust
     a lifecycle investing program
       from Federated Investors

          SEPTEMBER 30, 1994

[LOGO] FEDERATED SECURITIES CORP.
       --------------------------
       Distributor

       A subsidiary of Federated Investors

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779

       56166K800
       G00530-01 (9/94)


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
(A PORTFOLIO OF MANAGED SERIES TRUST)
SELECT SHARES
- --------------------------------------------------------------------------------

SUPPLEMENT TO PROSPECTUS DATED MARCH 11, 1994

 A.  Please insert the following "Financial Highlights" table for Federated
     Managed Aggressive Growth Fund--Select Shares after page 1, following the
     section entitled "Summary of Fund Expenses" and before the section
     entitled "General Information." In addition, please add the heading
     "Financial Highlights--Select Shares" to the Table of Contents page, after
     the heading "Summary of Fund Expenses."

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                                <C>
- -------------------------------------------------------------------------------------------------  ---------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- -------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.05
- -------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and
  futures contracts                                                                                        0.04
- -------------------------------------------------------------------------------------------------       -------
  Total from investment operations                                                                         0.09
- -------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.02)
- -------------------------------------------------------------------------------------------------       -------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.07
- -------------------------------------------------------------------------------------------------       -------
TOTAL RETURN**                                                                                             0.91%
- -------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------------
  Expenses                                                                                                 1.34%(a)
- -------------------------------------------------------------------------------------------------
  Net investment income                                                                                    3.04%(a)
- -------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.52%(a)
- -------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $   1,027
- -------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    16%
- -------------------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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


 B.  Please delete the section entitled "Small Company Stocks," which begins on
     page 3 and replace it with the following. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "Small
     Company Stocks."

"SMALL COMPANY STOCKS. Small company stocks are common stocks and securities
convertible into or exchangeable for common stocks, such as rights and warrants,
of companies with a market capitalization (market price a number of shares
outstanding) below the top 1,000 stocks that comprise the large and mid-range
capitalization sector of the United States equity market. These stocks are
comparable to, but not limited to, the stocks comprising the Russell 2000 Index,
an index of small capitalization stocks. The Fund may invest up to 40 percent of
its total assets in small company stocks.

     INVESTMENT RISKS. Stocks in the small capitalization sector of the United
     States equity market have historically been more volatile in price than
     larger capitalization stocks, such as those included in the Standard &
     Poor's 500 Index. This is because, among other things, small companies have
     less certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa."

 C.  Please add the following as the last sentence in the section entitled
     "Investment-Grade Corporate Bonds" on page 5:

"Yankee bonds, which are U.S dollar-denominated bonds issued and traded in the
United States by foreign issuers, are treated as investment-grade corporate
bonds for purposes of the asset category ranges."

 D.  The following should be added as a sub-section entitled under the section
     "High Yield Corporate Bonds" on page 5. In addition, please add the
     heading "Investment Risks" to the Table of Contents page after "High Yield
     Corporate Bonds."

"INVESTMENT RISKS. Lower-rated securities will usually offer higher yields than
higher-rated securities. However, there is more risk associated with these
investments. This is because of reduced creditworthiness and increased risk of
default. Lower-rated securities generally tend to reflect short-term corporate
and market developments to a greater extent than higher-rated securities which
react primarily to fluctuations in the general level of interest rates.
Short-term corporate and market developments affecting the price or liquidity of
lower-rated securities could include adverse news affecting major issuers,
underwriters, or dealers of lower-rated corporate debt obligations. In addition,
since there are fewer investors in lower-rated securities, it may be harder to
sell the securities at an optimum time. As a result of these factors,
lower-rated securities tend to have more price volatility and carry more risk to
principal than higher-rated securities.

Many corporate debt obligations, including many lower-rated bonds, permit the
issuers to call the security and thereby redeem their obligations earlier than
the stated maturity dates. Issuers are more likely to call bonds during periods
of declining interest rates. In these cases, if the Fund owns a bond which is
called, the Fund will receive its return of principal earlier than expected and
would likely be required to reinvest the proceeds at lower interest rates, thus
reducing income to the Fund."

 E.  Please delete the sub-section entitled "Investment Risks" under the
     section entitled "Corporate Bonds," which begins on page 8. In addition,
     please delete the heading "Investment Risks," which appears immediately
     following the heading "Corporate Bonds" on the Table of Contents page.

 F.  Please delete the first sentence of the third paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Charles A. Ritter is the portfolio manager for the Fund and performs the
overall allocation of the assets of the Fund among the various asset
categories."

 G.  Please delete the first sentence of the fifth paragraph under the section
     entitled "Adviser's Background," which begins on page 13, and replace it
     with the following:

"Peter R. Anderson is the portfolio manager for the domestic large company
stocks asset category and the senior portfolio manager for the domestic small
company stocks asset category."

 H.  Please add the following as the eighth paragraph of the section entitled
     "Adviser's Background," which begins on page 13:

"Thomas M. Franks is the portfolio manager for the cash reserves asset category.
He has performed these duties since June 1994. Mr. Franks joined Federated
Investors in 1985 and has been a Vice President of the Fund's investment adviser
since 1990. Mr. Franks acted as an Assistant Vice President of the investment
adviser from 1987 until 1990. Mr. Franks is a Chartered Financial Analyst and
received his M.S. in Business Administration from Carnegie Mellon University."

 I.   Please delete the first five paragraphs of the section entitled
      "Distribution Plan" on page 15 and replace them with the following. In
      addition, please delete the heading "Distribution Plan" from the Table of
      Contents page and replace it with the heading "Distribution and
      Shareholder Services Plans."

"DISTRIBUTION AND SHAREHOLDER SERVICES PLANS. 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 the Select 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 Trust has adopted a Shareholder Services Plan (the 'Services
Plan') under which the Fund may make payments up to 0.25 of 1% of the average
daily net asset value of the Select Shares to obtain certain personal services
for shareholders and the maintenance of shareholder accounts ('shareholder
services'). The Trust has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
Federated Shareholder Services will either perform shareholder services directly
or will select financial institutions to perform shareholder services. Financial
institutions will receive fees based upon Shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Trust and Federated Shareholder
Services."

 J.   Please insert the following section entitled "Other Payments to Financial
      Institutions" after the new section entitled "Distribution and
      Shareholder Services Plans," which begins on page 15. In addition, please
      add the heading "Other Payments to Financial Institutions" to the Table
      of Contents page after the heading "Distribution and Shareholder Services
      Plans."

"OTHER PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to receiving the payments
under the Distribution and Services Plan, financial institutions may be
compensated by the distributor, who may be reimbursed by the adviser, or
affiliates thereof, for providing administrative support services to holders of
Shares. These payments will be made directly by the distributor and will not be
made from the assets of the Fund."

 K.  Please delete the section entitled "Administrative Services" on page 16
     and replace it with the following:

"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 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 DAILY
  ADMINISTRATIVE FEE         NET ASSETS 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."

 L.  Please delete the section entitled "Shareholder Services Plan" on page 16.
     In addition, please delete the heading "Shareholder Services Plan" from
     the Table of Contents page.


 M. Please insert the following as the last sentence of the first paragraph in
    the section entitled "Voting Rights" on page 21:

"As of September 6, 1994, CIBAT & Co. of Laurel, Maryland, acting in various
capacities for numerous accounts, was the owner of record of 375,236
Institutional Service Shares (33.77%) of Federated Managed Aggressive Growth
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."


 N.  Please insert the following "Financial Highlights" table for Federated
     Managed Aggressive Growth Fund--Institutional Service Shares after page
     23, following the section entitled "Other Classes of Shares." In addition,
     please add the heading "Financial Highlights-- Institutional Service
     Shares" to the Table of Contents page after the heading "Other Classes of
     Shares."

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
<S>                                                                                               <C>
- ------------------------------------------------------------------------------------------------  -----------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                  $   10.00
- ------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    0.07
- ------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency, and futures
  contracts                                                                                                0.04
- ------------------------------------------------------------------------------------------------       --------
  Total from investment operations                                                                         0.11
- ------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                    (0.03)
- ------------------------------------------------------------------------------------------------       --------
NET ASSET VALUE, END OF PERIOD                                                                        $   10.08
- ------------------------------------------------------------------------------------------------       --------
TOTAL RETURN**                                                                                             1.06%
- ------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ------------------------------------------------------------------------------------------------
  Expenses                                                                                                 0.60%(a)
- ------------------------------------------------------------------------------------------------
  Net investment income                                                                                    3.78%(a)
- ------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                         1.26%(a)
- ------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $   9,993
- ------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                    16%
- ------------------------------------------------------------------------------------------------
</TABLE>

 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to July 31, 1994 (unaudited).

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

(a) Computed on an annualized basis.

(b) This voluntary expense decrease is reflected in both the expense and net
    investment income ratios shown above (Note 4).

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

 O.  Please insert the following Financial Statements after the section
     entitled "Financial Highlights--Institutional Service Shares" and before
     the section entitled "Appendix." In addition, please add the heading
     "Financial Statements" to the Table of Contents page after the heading
     "Financial Highlights--Institutional Service Shares."

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
PORTFOLIO OF INVESTMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        VALUE
                                                                                                       IN U.S.
    SHARES                                                                                             DOLLARS
<C>              <S>                                                                                <C>
- ---------------  ---------------------------------------------------------------------------------  --------------
 STOCKS--49.3%++
- --------------------------------------------------------------------------------------------------
                 LARGE COMPANY--28.8%*
                 ---------------------------------------------------------------------------------
                 BASIC INDUSTRY--2.7%
                 ---------------------------------------------------------------------------------
         1,300   (a)FMC Corp.                                                                       $       76,375
                 ---------------------------------------------------------------------------------
         1,300   Lubrizol Corp.                                                                             44,038
                 ---------------------------------------------------------------------------------
         1,800   Phelps Dodge Corp.                                                                        111,150
                 ---------------------------------------------------------------------------------
         2,800   Praxair, Inc.                                                                              63,000
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     294,563
                 ---------------------------------------------------------------------------------  --------------
                 CONSUMER DURABLES--1.1%
                 ---------------------------------------------------------------------------------
         2,000   Ford Motor Co.                                                                             63,500
                 ---------------------------------------------------------------------------------
         1,100   General Motors Corp.                                                                       56,513
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     120,013
                 ---------------------------------------------------------------------------------  --------------
                 CONSUMER NON-DURABLES--3.6%
                 ---------------------------------------------------------------------------------
           900   Avon Products, Inc.                                                                        50,962
                 ---------------------------------------------------------------------------------
         1,400   Eastman Kodak Co.                                                                          67,725
                 ---------------------------------------------------------------------------------
         3,500   Mattel, Inc.                                                                               96,688
                 ---------------------------------------------------------------------------------
         1,400   Philip Morris Cos., Inc.                                                                   77,000
                 ---------------------------------------------------------------------------------
         6,300   (a)RJR Nabisco Holdings, Conv. Pfd., Series C                                              42,525
                 ---------------------------------------------------------------------------------
         1,700   Reebok International, Ltd.                                                                 60,350
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     395,250
                 ---------------------------------------------------------------------------------  --------------
                 CONSUMER SERVICES--2.0%
                 ---------------------------------------------------------------------------------
         2,500   American Stores Co.                                                                $       64,688
                 ---------------------------------------------------------------------------------
         1,800   Sears, Roebuck & Co.                                                                       85,050
                 ---------------------------------------------------------------------------------
         2,900   (a)Tele-Communications, Inc., Class A                                                      67,606
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     217,344
                 ---------------------------------------------------------------------------------  --------------
                 ENERGY--3.3%
                 ---------------------------------------------------------------------------------
         2,300   Baker Hughes, Inc.                                                                         48,587
                 ---------------------------------------------------------------------------------
         1,800   Chevron Corp.                                                                              79,875
                 ---------------------------------------------------------------------------------
         1,000   Mapco, Inc.                                                                                60,625
                 ---------------------------------------------------------------------------------
         1,300   Texaco, Inc.                                                                               82,550
                 ---------------------------------------------------------------------------------
         3,000   USX Marathon Group                                                                         52,125
                 ---------------------------------------------------------------------------------
           800   (a)Western Atlas, Inc.                                                                     38,900
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     362,662
                 ---------------------------------------------------------------------------------  --------------
                 FINANCE--4.8%
                 ---------------------------------------------------------------------------------
         1,000   AMLI Residential Properties                                                                21,500
                 ---------------------------------------------------------------------------------
           900   Bankers Trust of New York Corp.                                                            60,300
                 ---------------------------------------------------------------------------------
         1,700   Citicorp                                                                                   70,125
                 ---------------------------------------------------------------------------------
         1,100   Dean Witter, Discover & Co.                                                                44,138
                 ---------------------------------------------------------------------------------
           700   Dreyfus Corp.                                                                              34,650
                 ---------------------------------------------------------------------------------
           700   Federal National Mortgage Association                                                      60,725
                 ---------------------------------------------------------------------------------
           600   Mellon Bank Corp.                                                                          34,350
                 ---------------------------------------------------------------------------------
         2,100   PNC Financial Corp.                                                                        60,375
                 ---------------------------------------------------------------------------------
         1,200   Transamerica Corp.                                                                         60,900
                 ---------------------------------------------------------------------------------
         2,300   Travelers, Inc.                                                                            76,188
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     523,251
                 ---------------------------------------------------------------------------------  --------------
                 HEALTHCARE--2.2%
                 ---------------------------------------------------------------------------------
         1,300   American Home Products Corp.                                                       $       74,587
                 ---------------------------------------------------------------------------------
         1,200   Becton, Dickinson & Co.                                                                    50,550
                 ---------------------------------------------------------------------------------
         1,200   Bristol-Myers Squibb Co.                                                                   63,150
                 ---------------------------------------------------------------------------------
         1,500   U.S. Healthcare, Inc.                                                                      56,813
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     245,100
                 ---------------------------------------------------------------------------------  --------------
                 INDUSTRIAL/MANUFACTURING--2.4%
                 ---------------------------------------------------------------------------------
           500   Deere & Co.                                                                                35,063
                 ---------------------------------------------------------------------------------
         1,000   General Electric Co.                                                                       50,375
                 ---------------------------------------------------------------------------------
         1,100   (a)Litton Industries, Inc.                                                                 40,837
                 ---------------------------------------------------------------------------------
           600   Loews Corp.                                                                                52,950
                 ---------------------------------------------------------------------------------
         1,600   Textron, Inc.                                                                              85,200
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     264,425
                 ---------------------------------------------------------------------------------  --------------
                 TECHNOLOGY--3.5%
                 ---------------------------------------------------------------------------------
         2,400   General Motors Corp., Class E                                                              84,600
                 ---------------------------------------------------------------------------------
           900   Hewlett-Packard Co.                                                                        69,863
                 ---------------------------------------------------------------------------------
         1,700   Martin-Marietta Corp.                                                                      77,138
                 ---------------------------------------------------------------------------------
         1,300   Raytheon Co.                                                                               85,312
                 ---------------------------------------------------------------------------------
         2,000   Rockwell International Corp.                                                               71,750
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     388,663
                 ---------------------------------------------------------------------------------  --------------
                 TRANSPORTATION--0.5%
                 ---------------------------------------------------------------------------------
         2,100   Ryder Systems, Inc.                                                                        54,862
                 ---------------------------------------------------------------------------------  --------------
                 UTILITIES--2.7%
                 ---------------------------------------------------------------------------------
         1,500   AT&T Corp.                                                                                 81,938
                 ---------------------------------------------------------------------------------
           400   British Telecommunications, ADR                                                            23,650
                 ---------------------------------------------------------------------------------
           900   Duke Power Co                                                                              34,425
                 ---------------------------------------------------------------------------------
         1,000   Enron Corp.                                                                        $       32,375
                 ---------------------------------------------------------------------------------
         2,200   MCI Communications Corp.                                                                   50,050
                 ---------------------------------------------------------------------------------
           600   Telefonos De Mexico, SA, ADR                                                               36,450
                 ---------------------------------------------------------------------------------
         3,000   Westinghouse Electric Corp., Conv. Pfd., Series C                                          39,747
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     298,635
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $3,169,323)                                       3,164,768
                 ---------------------------------------------------------------------------------  --------------
                 FOREIGN EQUITY--20.5%
                 ---------------------------------------------------------------------------------
                 AUSTRALIA--0.6%
                 ---------------------------------------------------------------------------------
        19,300   Australian Consolidated Press, Ltd.                                                        62,815
                 ---------------------------------------------------------------------------------  --------------
                 BELGIUM--0.4%
                 ---------------------------------------------------------------------------------
         1,100   Delhaize-Le Lion                                                                           42,786
                 ---------------------------------------------------------------------------------  --------------
                 FINLAND--0.4%
                 ---------------------------------------------------------------------------------
           400   Kone Corp. 'B'                                                                             41,671
                 ---------------------------------------------------------------------------------  --------------
                 HONG KONG--0.7%
                 ---------------------------------------------------------------------------------
        16,800   Cheung Kong Holdings                                                                       82,425
                 ---------------------------------------------------------------------------------  --------------
                 JAPAN--9.0%
                 ---------------------------------------------------------------------------------
         4,000   Bank of Tokyo                                                                              61,972
                 ---------------------------------------------------------------------------------
         2,000   Dai Ichi Kangyo Bank                                                                       37,983
                 ---------------------------------------------------------------------------------
         2,000   Fuji Bank                                                                                  45,180
                 ---------------------------------------------------------------------------------
         5,000   Hitachi Ltd.                                                                               48,228
                 ---------------------------------------------------------------------------------
         1,000   Industrial Bank of Japan                                                                   30,186
                 ---------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             52,676
                 ---------------------------------------------------------------------------------
        11,000   Kawasaki Heavy Industries                                                                  48,598
                 ---------------------------------------------------------------------------------
         5,000   Kirin Brewery Co., Ltd.                                                                    61,972
                 ---------------------------------------------------------------------------------
         3,000   Matsushita Electric Industries                                                             49,178
                 ---------------------------------------------------------------------------------
        10,000   Mitsubishi Heavy Industries                                                        $       77,665
                 ---------------------------------------------------------------------------------
         3,000   Mitsubishi Trust & Banking                                                                 47,978
                 ---------------------------------------------------------------------------------
         6,000   Mitsukoshi, Ltd.                                                                           62,372
                 ---------------------------------------------------------------------------------
         3,000   Nomura Securities Co., Ltd.                                                                66,270
                 ---------------------------------------------------------------------------------
         3,000   Sakura Bank, Ltd.                                                                          42,281
                 ---------------------------------------------------------------------------------
         2,000   Sumitomo Bank                                                                              40,382
                 ---------------------------------------------------------------------------------
        11,000   Sumitomo Heavy Industries                                                                  44,640
                 ---------------------------------------------------------------------------------
         4,000   Takeda Chemical Industries                                                                 49,578
                 ---------------------------------------------------------------------------------
         5,000   Tokio Marine & Fire                                                                        63,971
                 ---------------------------------------------------------------------------------
         2,000   Tokyo Electric Power                                                                       60,573
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     991,683
                 ---------------------------------------------------------------------------------  --------------
                 NETHERLANDS--0.7%
                 ---------------------------------------------------------------------------------
           700   Royal Dutch Peteroluem Co.                                                                 79,100
                 ---------------------------------------------------------------------------------  --------------
                 SWEDEN--0.4%
                 ---------------------------------------------------------------------------------
           400   Volvo (AB), Series B                                                                       39,130
                 ---------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM--3.6%
                 ---------------------------------------------------------------------------------
        11,000   British Petroleum, PLC                                                                     70,119
                 ---------------------------------------------------------------------------------
        12,000   Coats Viyella, PLC                                                                         39,080
                 ---------------------------------------------------------------------------------
         6,000   Eastern Electricity, PLC                                                                   60,009
                 ---------------------------------------------------------------------------------
         6,000   Midlands Electricity, PLC                                                                  60,750
                 ---------------------------------------------------------------------------------
         3,800   RMC Group, PLC                                                                             55,806
                 ---------------------------------------------------------------------------------
        10,000   Williams Holdings, PLC                                                                     55,796
                 ---------------------------------------------------------------------------------
         4,000   Wolseley, PLC                                                                              50,934
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     392,494
                 ---------------------------------------------------------------------------------  --------------
                 REGISTERED INVESTMENT COMPANIES--4.7%
                 ---------------------------------------------------------------------------------
         4,500   First Iberian Fund, Inc.                                                           $       34,313
                 ---------------------------------------------------------------------------------
        12,200   France Growth Fund, Inc.                                                                  134,200
                 ---------------------------------------------------------------------------------
        11,900   Germany Fund, Inc.                                                                        142,800
                 ---------------------------------------------------------------------------------
         6,700   (a)Italy Fund, Inc.                                                                        70,350
                 ---------------------------------------------------------------------------------
         1,900   Malaysia Fund, Inc.                                                                        43,225
                 ---------------------------------------------------------------------------------
         4,700   Swiss Helvetia Fund, Inc.                                                                  95,175
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     520,063
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $2,221,706)                                      2,252,167
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL STOCKS (IDENTIFIED COST, $5,391,029)                                              5,416,935
                 ---------------------------------------------------------------------------------  --------------
<CAPTION>
    FOREIGN
   CURRENCY
  PAR AMOUNT
<C>              <S>                                                                                <C>
- ---------------  ---------------------------------------------------------------------------------
 BONDS--19.4%
- --------------------------------------------------------------------------------------------------
                 FOREIGN--7.4%
                 ---------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.4%
                 ---------------------------------------------------------------------------------
        50,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                     41,312
                 ---------------------------------------------------------------------------------  --------------
                 BELGIUM FRANC--0.4%
                 ---------------------------------------------------------------------------------
     1,200,000   Belgian Government, Foreign Government Guarantee, 10.00%, 4/5/96                           38,701
                 ---------------------------------------------------------------------------------  --------------
                 CANADA DOLLAR--0.3%
                 ---------------------------------------------------------------------------------
        50,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                                34,592
                 ---------------------------------------------------------------------------------  --------------
                 FRENCH FRANC--0.8%
                 ---------------------------------------------------------------------------------
       300,000   France O.A.T., 8.50%, 11/25/2002                                                           59,900
                 ---------------------------------------------------------------------------------
       150,000   France O.A.T., 9.80%, 1/30/96                                                              29,113
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                      89,013
                 ---------------------------------------------------------------------------------  --------------
                 DEUTSCHE MARK--1.2%
                 ---------------------------------------------------------------------------------
       125,000   Bundesobligation, 8.875%, 1/22/96                                                  $       82,568
                 ---------------------------------------------------------------------------------
        75,000   Treuhandanstalt, 7.75%, 10/1/2002                                                          49,455
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     132,023
                 ---------------------------------------------------------------------------------  --------------
                 ITALIAN LIRA--0.4%
                 ---------------------------------------------------------------------------------
    75,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                   48,362
                 ---------------------------------------------------------------------------------  --------------
                 JAPANESE YEN--2.8%
                 ---------------------------------------------------------------------------------
    10,000,000   Japan-111, 4.60%, 6/22/98                                                                 104,113
                 ---------------------------------------------------------------------------------
     8,000,000   Japan-89, 5.10%, 6/20/96                                                                   83,522
                 ---------------------------------------------------------------------------------
    10,000,000   Japan-133, 7.30%, 9/20/2000                                                               116,308
                 ---------------------------------------------------------------------------------  --------------
                 Total                                                                                     303,943
                 ---------------------------------------------------------------------------------  --------------
                 NETHERLANDS GUILDER--0.4%
                 ---------------------------------------------------------------------------------
        75,000   Netherlands Government, 6.00%, 4/15/95                                                     42,373
                 ---------------------------------------------------------------------------------  --------------
                 UNITED KINGDOM POUND--0.7%
                 ---------------------------------------------------------------------------------
        50,000   UK Conversion, 9.00%, 3/3/2000                                                             78,788
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL FOREIGN (IDENTIFIED COST, $800,304)                                                 809,107
                 ---------------------------------------------------------------------------------
<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                                <C>
- ---------------  ---------------------------------------------------------------------------------
                 HIGH YIELD--5.1%
                 ---------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.4%
                 ---------------------------------------------------------------------------------
$       50,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                    51,125
                 ---------------------------------------------------------------------------------  --------------
                 BUSINESS EQUIPMENT & SERVICES--0.7%
                 ---------------------------------------------------------------------------------
        75,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                              75,000
                 ---------------------------------------------------------------------------------  --------------
                 CABLE T.V.--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Continental Cablevision, Inc., Sr. Deb., 9.50%, 8/1/2013                                   44,938
                 ---------------------------------------------------------------------------------  --------------
                 CHEMICALS & PLASTICS--0.5%
                 ---------------------------------------------------------------------------------
 $      50,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                       $       50,250
                 ---------------------------------------------------------------------------------  --------------
                 CLOTHING & TEXTILES--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                                 45,562
                 ---------------------------------------------------------------------------------  --------------
                 CONTAINER & GLASS PRODUCTS--0.5%
                 ---------------------------------------------------------------------------------
        50,000   Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                     50,875
                 ---------------------------------------------------------------------------------  --------------
                 FOOD & DRUG RETAILERS--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Grand Union Co., Sr. Note, 12.25%, 7/15/2002                                               43,625
                 ---------------------------------------------------------------------------------  --------------
                 FOOD SERVICES--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                               46,750
                 ---------------------------------------------------------------------------------  --------------
                 FOREST PRODUCTS--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                          46,500
                 ---------------------------------------------------------------------------------  --------------
                 HOME PRODUCTS & FURNISHINGS--0.3%
                 ---------------------------------------------------------------------------------
        50,000   American Standard, Inc., Sr. Sub. Disc. Deb., 10.50%, 6/1/2005                             31,750
                 ---------------------------------------------------------------------------------  --------------
                 STEEL--0.4%
                 ---------------------------------------------------------------------------------
        50,000   Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                  47,250
                 ---------------------------------------------------------------------------------  --------------
                 TELECOMMUNICATIONS & CELLULAR--0.3%
                 ---------------------------------------------------------------------------------
        50,000   Nextel Communications, Inc., Sr. Disc. Note, 11.50%, 9/1/2003                              30,875
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $576,754)                                              564,500
                 ---------------------------------------------------------------------------------  --------------
                 OTHER CORPORATE--0.5%
                 ---------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.5%
                 ---------------------------------------------------------------------------------
        40,000   General Instruments Corp., Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $54,300)                                                                 55,350
                 ---------------------------------------------------------------------------------  --------------
                 TREASURY--6.4%
                 ---------------------------------------------------------------------------------
$      720,000   U.S. Treasury Bonds, 7.25%, 5/15/2016 (IDENTIFIED COST, $688,725)                  $      704,038
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL BONDS (IDENTIFIED COST, $2,120,083)                                               2,132,995
                 ---------------------------------------------------------------------------------  --------------
 **CASH EQUIVALENT--30.7%
- --------------------------------------------------------------------------------------------------
     2,250,000   U.S. Treasury Bill, 1/26/95                                                             2,196,433
                 ---------------------------------------------------------------------------------
     1,180,000   ***J.P. Morgan Securities, Inc., 4.25%, dated 7/29/94, due 8/1/94
                 (Note 2B)                                                                               1,180,000
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL CASH EQUIVALENT (AT AMORTIZED COST)                                               3,376,433
                 ---------------------------------------------------------------------------------  --------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $10,887,545)                                   $   10,926,363+
                 ---------------------------------------------------------------------------------  --------------
</TABLE>

Note: The categories of investments are shown as a percentage of net assets
      ($11,019,703) at July 31, 1994.

 +  The cost for federal income tax purposes amounts to $10,887,545. The net
    unrealized appreciation on a federal tax cost basis amounts to $38,818, and
    is comprised of $164,251 appreciation and $125,433 depreciation at
    July 31, 1994.

++  The Fund's overall exposure to stocks is 73.3%, after adjustment for the use
    of Russell 2000 and S&P 500 futures contracts.

(a) Non-income producing securities.

  * The Fund holds cash equivalents as collateral for the two S&P 500 futures
    contracts it bought with a market value of $458,900. Consequently, the
    Fund's exposure to large cap stocks is 32.9% of the fund.

 ** The Fund holds cash equivalents as collateral for the eighteen Russell 2000
    futures contracts it bought with a market value of $2,203,650. Consequently,
    the Fund's exposure to small cap stocks is 20.0% of the fund.

*** The repurchase agreement is fully collateralized by U.S. government and/or
    agency obligations. The investment in the repurchase agreement was through
    participation in a joint account with other Federated funds.

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Company

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

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                    <C>          <C>
ASSETS:
- -------------------------------------------------------------------------------------
Investments in securities, at value                                                    $ 9,746,363
- -------------------------------------------------------------------------------------
Investments in repurchase agreements, at amortized cost                                  1,180,000
- -------------------------------------------------------------------------------------  -----------
    Total investments (identified and tax cost $10,887,545) (Notes 2A and 2B)                       $  10,926,363
- --------------------------------------------------------------------------------------------------
Cash                                                                                                        4,574
- --------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          59,537
- --------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                            36,501
- --------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                       36,465
- --------------------------------------------------------------------------------------------------
Receivable for Futures Variation Margin (Note 2G)                                                          20,450
- --------------------------------------------------------------------------------------------------
Deferred expenses (Note 2J)                                                                                27,820
- --------------------------------------------------------------------------------------------------  -------------
    Total assets                                                                                       11,111,710
- --------------------------------------------------------------------------------------------------
LIABILITIES:
- --------------------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                      36,430
- -------------------------------------------------------------------------------------
Payable for investments purchased                                                           32,772
- -------------------------------------------------------------------------------------
Tax withholding liability (Note 2E)                                                          1,155
- -------------------------------------------------------------------------------------
Accrued expenses                                                                            21,650
- -------------------------------------------------------------------------------------  -----------
    Total liabilities                                                                                      92,007
- --------------------------------------------------------------------------------------------------  -------------
NET ASSETS for 1,093,554 shares of beneficial interest outstanding                                  $  11,019,703
- --------------------------------------------------------------------------------------------------  -------------
NET ASSETS CONSIST OF:
- --------------------------------------------------------------------------------------------------
Paid-in capital                                                                                     $  10,937,981
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities
in foreign currencies and futures contracts                                                               (29,481)
- --------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                      67,143
- --------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        44,060
- --------------------------------------------------------------------------------------------------  -------------
    Total Net Assets                                                                                $  11,019,703
- --------------------------------------------------------------------------------------------------  -------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- --------------------------------------------------------------------------------------------------
Institutional Service Shares (net assets of $9,992,935 / 991,579 shares of beneficial interest
outstanding)                                                                                               $10.08
- --------------------------------------------------------------------------------------------------  -------------
Select Shares (net assets of $1,026,768 / 101,975 shares of beneficial interest outstanding)               $10.07
- --------------------------------------------------------------------------------------------------  -------------
</TABLE>

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


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF OPERATIONS
PERIOD ENDED JULY 31, 1994*
(UNAUDITED)
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $395)                                                           $  67,832
- ---------------------------------------------------------------------------------------------------------
Dividends (net of foreign taxes withheld of $895)                                                             14,541
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income (Note 2C)                                                                         82,373
- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------
Investment advisory fee**                                                                       $  14,124
- ----------------------------------------------------------------------------------------------
Administrative personnel and services**                                                             2,397
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            12,000
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses**                                            400
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          1,000
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       1,561
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                2,000
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  1,000
- ----------------------------------------------------------------------------------------------
Taxes                                                                                                  30
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares**                                                             403
- ----------------------------------------------------------------------------------------------
Distribution services fee**                                                                         1,210
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                         555
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                 36,680
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee**                                                  $  14,124
- -----------------------------------------------------------------------------------
Waiver of distribution services fee**                                                      403
- -----------------------------------------------------------------------------------
Reimbursement of other operating expenses**                                              9,714     24,241
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                              12,439
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                 69,934
- ---------------------------------------------------------------------------------------------------------  ---------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY, AND FUTURES CONTRACTS:
- ---------------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts (identified
cost basis)                                                                                                   67,143
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                       (29,481)
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts           37,662
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $ 107,596
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>

 * For the period from May 25, 1994 (date of initial public investment) to
   July 31, 1994.

** (See Note 4)

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


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    PERIOD ENDED
                                                                                                   JULY 31, 1994*
                                                                                                    (UNAUDITED)
<S>                                                                                               <C>
INCREASE (DECREASE) IN NET ASSETS:
- ------------------------------------------------------------------------------------------------
OPERATIONS--
- ------------------------------------------------------------------------------------------------
Net investment income                                                                              $       69,934
- ------------------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures contracts
($67,143 net gain, as computed for federal income tax purposes) (Note 2E)                                  67,143
- ------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities, foreign currency, and futures contracts                                                      (29,481)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from operations                                                       107,596
- ------------------------------------------------------------------------------------------------  ----------------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2C)--
- ------------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ------------------------------------------------------------------------------------------------
     Institutional Service Shares                                                                         (24,073)
- ------------------------------------------------------------------------------------------------
     Select Shares                                                                                         (1,801)
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets resulting from distributions to shareholders                               (25,874)
- ------------------------------------------------------------------------------------------------  ----------------
FUND SHARE (PRINCIPAL) TRANSACTIONS (NOTE 3)--
- ------------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           11,638,305
- ------------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                           9,794
- ------------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                  (710,118)
- ------------------------------------------------------------------------------------------------  ----------------
     Change in net assets resulting from Fund share transactions                                       10,937,981
- ------------------------------------------------------------------------------------------------  ----------------
          Change in net assets                                                                         11,019,703
- ------------------------------------------------------------------------------------------------
NET ASSETS:
- ------------------------------------------------------------------------------------------------
Beginning of period                                                                                      --
- ------------------------------------------------------------------------------------------------  ----------------
End of period (including undistributed net investment income of $44,060)                           $   11,019,703
- ------------------------------------------------------------------------------------------------  ----------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

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

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1994
(UNAUDITED)
- --------------------------------------------------------------------------------

(1) ORGANIZATION

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

The Fund offers two classes of shares, Institutional Service Shares and Select
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.

A.   INVESTMENT VALUATIONS--Listed equity securities, corporate bonds and other
     fixed income securities are valued at the last sales price reported on
     national securities exchanges. Unlisted securities and bonds are generally
     valued at the price provided by an independent pricing service. Short-term
     securities with remaining maturities of sixty days or less may be stated at
     amortized cost, which approximates value.

B.   REPURCHASE AGREEMENTS--It is the policy of the Fund to require the
     custodian bank to take possession, to have legally segregated in the
     Federal Reserve Book Entry System, or to have segregated within the
     custodian bank's vault, all securities held as collateral in support of
     repurchase agreement investments. Additionally, procedures have been
     established by the Fund to monitor, on a daily basis, the market value of
     each repurchase agreement's underlying collateral to ensure that the value
     of collateral at least equals the principal amount of the repurchase
     agreement, including accrued interest.

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


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

D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences between income and expense amounts
     recorded and collected or paid are adjusted when reported by the custodian
     bank. The Fund does not isolate that portion of the results of operations
     resulting from changes in foreign exchange rates on investments from the
     fluctuations arising from changes in market prices of securities held. Such
     fluctuations are included with the net realized and unrealized gain or loss
     from investment.

     Reported net realized foreign exchange gains or losses arise from sales and
     maturities of short-term securities, sales of FCs, currency gains or losses
     realized between the trade and settlement dates on securities transactions,
     the difference between the amounts of dividends, interest, and foreign
     withholding taxes recorded on the Fund's books, and the U.S. dollar
     equivalent of the amounts actually received or paid. Net unrealized foreign
     exchange gains and losses arise from changes in the value of assets and
     liabilities other than investments in securities at fiscal year end,
     resulting from changes in the exchange rate.

E.   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 taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund
     understanding of the applicable country's tax rules and rates.

F.   OPTIONS CONTRACTS WRITTEN--The Fund may write option contracts. A written
     option obligates the Fund to deliver (a call), or to receive (a put), the
     contract amount upon exercise by the holder of the option. The value of the
     option contract is recorded as a liability and unrealized gain or loss is
     measured by the difference between the current value and the premium
     received. The Fund had no option contracts outstanding at July 31, 1994.
     For the period ended the Fund had a realized gain of $200 on written
     options.

G.   FUTURES CONTRACTS--Upon entering into a financial futures contract with a
     broker, the Fund is required to deposit in a segregated account an amount
     ("initial margin") of cash of U.S. government securities equal to a
     percentage of the contract value. The Fund agrees to receive from or pay
     the broker an amount of cash equal to a specific dollar amount times the
     difference between the closing value and the price at which the contract
     was made. On a daily basis, the value of the
     financial futures contract is determined and any difference between such
     value and the original futures contract value is reflected in the "daily
     variation margin" account. Daily variation margin adjustments, arising from
     this "marking to market" process, are recorded by the Fund as unrealized
     gains or losses.

     The Fund may decide to close its position on a contract at any time prior
     to the contract's expiration. When a contract is closed, the Fund
     recognizes a realized gain or loss. Risks of entering into futures
     contracts include the possibility that a change in the value of the
     contract may not correlate with changes in the value of the underlying
     securities. For the period ended the Fund had a realized gain of $87,187 on
     futures contracts.

     At July 31, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<CAPTION>
                               CONTRACTS                           UNREALIZED
    EXPIRATION                TO DELIVER/                         APPRECIATION
       DATE                     RECEIVE              POSITION    (DEPRECIATION)
<S>                  <C>                            <C>         <C>
September 1994          18 Russell 2000 Futures        Long        ($   78,350)
September 1994          2 S&P 500 Index Futures        Long              9,565
                                                                   -----------

Contracts                                                          ($   68,785)
                                                                   -----------
</TABLE>

H.   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.

I.   CONCENTRATION OF CREDIT RISK--The Fund invests in equity and fixed income
     securities of non-U.S. issuers. Although the Fund maintains a diversified
     investment portfolio, the political or economic developments within a
     particular country or region may have an adverse effect on the ability of
     domiciled issuers to meet their obligations. Additionally, political or
     economic developments may have an effect on the liquidity and volatility of
     portfolio securities and currency holdings.


At July 31, 1994 the portfolio was diversified with the following industries:

<TABLE>
<S>                         <C>        <C>                         <C>
Appliances                   0.4%      Healthcare                   0.4%
Automobiles                  0.4       Insurance                    0.6
Banking                      2.8       Machinery                    1.9
Beverage & Tobacco           0.6       Merchandising                1.4
Broadcasting                 0.6       Multi-Industry               4.7
Building Supplies            1.5       Real Estate                  0.7
Electronic Equipment         0.4       Textiles                     0.4
Energy                       1.4       Utilities                    2.2
Finance                      0.6
</TABLE>

J.   DEFERRED EXPENSES--The costs incurred by the Fund with respect to
     registration if its shares in its first fiscal year, excluding the initial
     expense of registering the share, have been deferred and are being
     amortized using the straight-line method over a period of five years from
     the Fund's commencement date.

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

(3) SHARES OF BENEFICIAL INTEREST

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

<TABLE>
<CAPTION>
                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
INSTITUTIONAL SERVICE SHARES                                                           SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                            1,061,478  $   10,615,003
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               919           9,275
- -----------------------------------------------------------------------------------
Shares redeemed                                                                          (70,818)       (705,893)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Institutional Service Shares transactions                 991,579  $    9,918,385
- -----------------------------------------------------------------------------------  -----------  --------------

<CAPTION>
                                                                                        PERIOD ENDED JULY 31,
                                                                                                1994*
SELECT SHARES                                                                          SHARES        DOLLARS
<S>                                                                                  <C>          <C>
- -----------------------------------------------------------------------------------  -----------  --------------
Shares sold                                                                              102,342  $    1,023,302
- -----------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                                52             519
- -----------------------------------------------------------------------------------
Shares redeemed                                                                             (419)         (4,225)
- -----------------------------------------------------------------------------------  -----------  --------------
     Net change resulting from Select Shares transactions                                101,975       1,019,596
- -----------------------------------------------------------------------------------  -----------  --------------
          Total net change resulting from Fund share transactions                      1,093,554  $   10,937,981
- -----------------------------------------------------------------------------------  -----------  --------------
</TABLE>

* For the period from May 25, 1994 (date of initial public investment) to
  July 31, 1994.

(4) INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADVISORY FEE--Federated Management, 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 its fee. The Adviser can modify or terminate this voluntary
waiver at any time at its sole discretion.

ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The FAS 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 AND SHAREHOLDER 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 Select Shares. The Plan provides that the Fund
may incur distribution expenses up to .75 of 1% of the average daily net assets
of the Select Shares, 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.

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 net assets of
the Fund for the period. This fee is to obtain certain personal services for
shareholders and to maintain the shareholder accounts.

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

ORGANIZATIONAL EXPENSES--Organizational expenses and start-up administrative
service expenses incurred by the Fund will be borne initially by the Adviser and
are estimated at $36,187 and $39,069, respectively. The Fund has agreed to
reimburse the Adviser for the organizational expenses and start-up
administrative expenses during the five year period following March 11, 1994
(date the Fund first became effective). For the period ended July 31, 1994, the
Fund paid $2,219 and $2,396, respectively, pursuant to this agreement.

Certain Officers and Trustees of the Fund 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
July 31, 1994 were as follows:

<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $   8,499,321
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $     973,533
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>

                                                              September 30, 1994

[LOGO] MANAGED SERIES TRUST


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
(A Portfolio of Managed Series Trust)
Select Shares
Supplement to Prospectus Dated March 11, 1994 for Minnesota Investors
Investors in the state of Minnesota should be aware of the following:
1. The maximum fees that may be charged by the Fund absent the anticipated
voluntary waivers are:
      Management Fee 0.75%
      12b-1 fee      0.75%
   Absent the anticipated voluntary waivers, the Total Select Shares
   Operating Expenses are estimated to be 2.27%.
   For more information on Select Shares expenses, see "Summary of Fund
   Expenses" on page 1 of the Prospectus.

2. With regard to the "Asset Category" table on page 3 of the Prospectus,
the category "High Yield Corporate Bonds" under the main category "Bonds" 
should be
expanded to read as follows:
      "High Yield Corporate Bonds (commonly known as junk bonds)".

3. The following sentence should be added after the "Asset Category"Table on
page 3 of the                                   Prospectus":
      "The Fund may also write covered call options and secured put options
      on up to 25% of its net assets and may purchase put and call options
      provided that no more than 5% of the fair market value of its net
      assets may be invested in premiums on such options."
   For more information on options, refer to page 11 of the Prospectus under
   the section entitled "Options."

4. RISKS
   Investors should be aware of the risks involved with investing in the
   following types of securities which the Fund is permitted to purchase.
   Small Company Stocks.  Stocks in the small capitalization sector of the
   United States equity market have historically been more volatile in price
   than larger capitalization stocks, such as those included in the Standard
   & Poor's 500 Index.  See "Small Company Stocks" on pages 3 and 4 of the
   Prospectus.
   Foreign Securities.  Investments in foreign securities involve special
   risks that differ from those associated with investments in domestic
   securities.  These risks relate to political and economic developments
   abroad, as well as those that result from the differences between the
   regulation of domestic securities and issuers and foreign securities and
   issuers.  See "Investment Risks", a subsection of "Foreign Securities" on
   page 5 of the Prospectus.
   Mortgage-Backed Securities.  Mortgage-backed securities have certain
   features which cause them to be less effective as a means of "locking in"
   attractive long-term interest rates than fixed income securities which
   pay only a stated amount of interest until maturity, when the entire
   principal amount is returned.  See "Characteristics of Mortgage-Backed
   Securities" on page 8 of the Prospectus.
   Lower Rated Corporate Bonds.  Lower rated corporate bonds (commonly known
   as "junk bonds") usually offer higher yields in return for increased
   risk.  This is because of reduced creditworthiness and increased risk of
   default.  See "Investment Risks", a subsection of "Corporate Bonds" on
   page 9 of the Prospectus.
   Foreign Currency Risks  To the extent that debt securities purchased by
   the Fund are denominated in currencies other than the U.S. dollar,
   changes in foreign currency exchange rates will affect the Fund's net
   asset value; the value of interest earned; gains and losses realized on
   the sale of securities; and net investment income and capital gains, if
   any, to be distributed to shareholders by the Fund.  See "Currency Risks"
   on page 10 of the Prospectus.
   Futures and Options on Futures.  When the Fund uses futures and options
   on futures as hedging devices, there is a risk that the prices of the
   securities subject to the futures contracts may not correlate perfectly
   with the prices of securities in the Fund's portfolio.  See "Risks", a
   subsection of "Futures and Options on Futures" on page 12 of the
   Prospectus.


                                                                May 26, 1994

   
   
   
FEDERATED SECURITIES CORP.
Distributor
G00250-02-SE(5/94)


Federated Managed Aggressive Growth Fund
(A Portfolio of Managed Series Trust)
Select Shares
Prospectus

The Select Shares of Federated Managed Aggressive Growth Fund (the "Fund")
offered by this prospectus represent interests in the Fund, which is a
diversified investment portfolio of Managed Series Trust (the "Trust"). The
Trust is an open-end management investment company (a mutual fund).

The investment objective of the Fund is to seek capital appreciation. The Fund
invests in both bonds and stocks. Select Shares are sold at net asset value.

The Select 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 Select Shares involves investment risks,
including the possible loss of principal.

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


The Fund has also filed a Combined Statement of Additional Information for
Select Shares and Institutional Service Shares of all portfolios of the Trust
dated March 11, 1994, with the Securities and Exchange Commission. The
information contained in the Combined Statement of Additional Information is
incorporated by reference into this prospectus. You may request a copy of the
Combined Statement of Additional Information free of charge by calling
1-800-235-4669. To obtain other information or to make inquiries about the Fund,
contact the Fund at the address listed in the back of this prospectus.


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 March 11, 1994


Table of Contents
- --------------------------------------------------------------------------------

Summary of Fund Expenses                                                       1
- ------------------------------------------------------

General Information                                                            2
- ------------------------------------------------------

Investment Information                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
    Asset Allocation                                                           2
    Equity Asset Categories                                                    3
      Large Company Stocks                                                     3
      Small Company Stocks                                                     3
      Foreign Stocks                                                           4
    Cash Reserves Category                                                     4
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 4
      Mortgage-Backed Securities                                               5
      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
      Foreign Bonds                                                            5
    Acceptable Investments                                                     5
      Equity Securities                                                        5
      Foreign Securities                                                       5

        Investment Risks                                                       5

      Cash Reserves                                                            6
        Repurchase Agreements                                                  6
      U.S. Treasury and Other U.S.
        Government Securities                                                  6
      Mortgage-Backed Securities                                               6
        Collateralized Mortgage Obligations ("CMOs")                           7
        Real Estate Mortgage Investment
          Conduits ("REMICs")                                                  7
        Characteristics of Mortgage-Backed
          Securities                                                           8
      Corporate Bonds                                                          8

        Investment Risks                                                       9

    Investing in Securities of Other Investment
      Companies                                                                9
    Restricted and Illiquid Securities                                         9
    When-Issued and Delayed Delivery
      Transactions                                                             9
    Lending of Portfolio Securities                                           10
    Foreign Currency Transactions                                             10
      Currency Risks                                                          10
    Forward Foreign Currency Exchange Contracts                               10
    Options                                                                   11
    Futures and Options on Futures                                            11
      Risks                                                                   12

    Portfolio Turnover                                                        12

  Investment Limitations                                                      12

Trust Information                                                             13
- ------------------------------------------------------

  Management of the Trust                                                     13
    Board of Trustees                                                         13
    Investment Adviser                                                        13
      Advisory Fees                                                           13
      Adviser's Background                                                    13
  Distribution of Select Shares                                               15
    Distribution Plan                                                         15
  Administration of the Fund                                                  16
    Administrative Services                                                   16
    Shareholder Services Plan                                                 16
    Custodian                                                                 16
    Transfer Agent and Dividend Disbursing Agent                              16
    Legal Counsel                                                             16
    Independent Public Accountants                                            16
  Brokerage Transactions                                                      16
  Expenses of the Fund and Select Shares                                      17

Net Asset Value                                                               17
- ------------------------------------------------------

Investing in Select Shares                                                    17
- ------------------------------------------------------

  Share Purchases                                                             17
    Through a Financial Institution                                           18
    By Wire                                                                   18
    By Mail                                                                   18
  Minimum Investment Required                                                 18
  What Shares Cost                                                            18
  Subaccounting Services                                                      19
  Systematic Investment Program                                               19
  Certificates and Confirmations                                              19
  Dividends                                                                   19
  Capital Gains                                                               19

Redeeming Select Shares                                                       19
- ------------------------------------------------------

  Through a Financial Institution                                             20
  Telephone Redemption                                                        20
  Written Requests                                                            20
    Signatures                                                                20
    Receiving Payment                                                         21
  Systematic Withdrawal Program                                               21
  Accounts with Low Balances                                                  21

Shareholder Information                                                       21
- ------------------------------------------------------

  Voting Rights                                                               21
  Massachusetts Partnership Law                                               22

Tax Information                                                               22
- ------------------------------------------------------

  Federal Income Tax                                                          22
  Pennsylvania Corporate and
    Personal Property Taxes                                                   22

Performance Information                                                       23
- ------------------------------------------------------

Other Classes of Shares                                                       23
- ------------------------------------------------------

Appendix                                                                      24
- ------------------------------------------------------

Addresses                                                      Inside Back Cover
- ------------------------------------------------------

Summary of Fund Expenses
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                    <C>        <C>
                                                          Select Shares
                                                 Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)......................                  None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)...........                  None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable).......................................................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable)...............................                  None
Exchange Fee.....................................................................................                  None
                                             Annual Select Shares Operating Expenses*
                                        (As a percentage of projected average net assets)
Management Fee (after waiver) (1)................................................................                  0.48%
12b-1 Fee (after waiver) (2).....................................................................                  0.50%
Total Other Expenses.............................................................................                  0.77%
    Shareholder Servicing Fee....................................................................       0.25%
         Total Select Shares Operating Expenses (3)..............................................                  1.75%
</TABLE>

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

(2) The maximum 12b-1 fee is 0.75%.

(3) The Total Select Shares Operating Expenses are estimated to be 2.27% absent
    the anticipated voluntary waivers of a portion of the management fee and a
    portion of the 12b-1 fee.

* Total Select Shares Operating Expenses are based on average expenses expected
  to be incurred during the period ending January 31, 1995. During the course of
  this period, expenses may be more or less than the average amount shown.

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

    Long-term shareholders may pay more than the economic equivalent of the
maximum front-end sales charge 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..................................................     $18        $55
</TABLE>

    The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1995.

    The information set forth in the foregoing table and example relates only to
Select Shares of the Fund. The Fund also offers another class of shares called
Institutional Service Shares. Select Shares and Institutional Service Shares are
subject to certain of the same expenses; however, Institutional Service Shares
are not subject to a 12b-1 fee. See "Other Classes of Shares."

General Information
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated November 15, 1993. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes. As of the date of this prospectus, the Board of
Trustees ("Trustees") have established two classes of shares of the Fund, known
as Select Shares and Institutional Service Shares. This prospectus relates only
to Select Shares.

Select Shares ("Shares") of the Fund are designed primarily for retail and
private banking customers of financial institutions as a convenient means of
accumulating an interest in a professionally managed, diversified portfolio of
bonds and stocks. A minimum initial investment of $1,500 is required.

Shares are currently sold and redeemed at net asset value without a sales charge
imposed by the Fund.

Investment Information
- --------------------------------------------------------------------------------

Investment Objective

The investment objective of the Fund is to seek capital appreciation. There can
be, of course, no assurance that the Fund will achieve its investment objective.
The Fund's investment objective cannot be changed without the approval of
shareholders. Unless otherwise noted, the Fund's investment policies may be
changed by the Trustees without shareholder approval.

Investment Policies

Asset Allocation.  The Fund will primarily invest in two types of assets: stocks
and bonds. Additionally, the Fund may invest in cash reserves. The Fund's
investment approach is based on the conviction that, over time, the choice of
investment asset categories and their relative long-term weightings within the
portfolio will have the primary impact on its investment performance. Of
secondary importance to the Fund's performance are the shifting of money among
asset categories and the selection of securities within asset categories.
Therefore, the Fund will pursue its investment objective in the following
manner: (1) by setting long-term ranges for each asset category; (2) by moving
money among asset categories within those defined ranges; and (3) by actively
selecting securities within each of the asset categories. The Fund attempts to
minimize risk by allocating its assets in such a fashion.

Within each of these types of investments, the Fund has designated asset
categories. As a matter of investment policy, ranges have been set for each
asset category's portfolio commitment.


The Fund will invest between 60 and 100 percent of its assets in stocks. The
stock asset categories are large company stocks, small company stocks, and
foreign stocks.


The Fund will invest between 0 and 40 percent of its assets in bonds. The Fund's
adviser believes that bonds offer opportunities for growth of capital or
otherwise may be desirable under prevailing market or economic conditions. The
bond asset categories are U.S. Treasury securities, mortgage-backed securities,
investment-grade corporate bonds, high yield corporate bonds and foreign bonds.

The following is a summary of the asset categories and the amount of the Fund's
total assets which may be invested in each asset category:

<TABLE>
<CAPTION>
              Asset Category                    Range
<S>                                              <C>
Stocks                                            60-100%
Large Company Stocks                               0-100%
Small Company Stocks                                0-40%
Foreign Stocks                                      0-40%

Cash Reserves                                       0-20%

Bonds                                               0-40%
U.S. Treasury Securities                            0-32%
Mortgage-Backed Securities                          0-12%
Investment-Grade Corporate Bonds                    0-12%
High Yield Corporate Bonds                          0-16%
Foreign Bonds                                       0-16%
</TABLE>

The Fund's adviser will regularly review the Fund's allocation among the asset
categories and make any changes, within the ranges established for each asset
category, that it believes will provide the most favorable outlook for achieving
the Fund's investment objective. The Fund's adviser will attempt to exploit
inefficiencies among the various asset categories. If, for example, foreign
stocks are judged to be unusually attractive relative to other asset categories,
the allocation for foreign stocks may be moved to its upper limit. At other
times when foreign stocks appear to be overvalued, the commitment may be moved
down to a lesser allocation. There is no assurance, however, that the adviser's
attempts to pursue this strategy will result in a benefit to the Fund.

Each asset category within the Fund will be a managed portfolio. The Fund will
seek superior investment performance through security selection in addition to
determining the percentage of its assets to allocate to each of the asset
categories.

Equity Asset Categories.  The portion of the Fund's assets which is invested in
stocks will be allocated among the following asset categories within the ranges
specified:


     Large Company Stocks.  Large company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of high-quality companies selected by the Fund's
     adviser. Ordinarily, these companies will be in the top 25 percent of their
     industries with regard to revenues and have a market capitalization of
     $500,000,000 or more. However, other factors, such as a company's product
     position, market share, current earnings and/or dividend and earnings
     growth prospects, will be considered by the Fund's adviser and may outweigh
     revenues. The Fund may invest up to 100 percent of its total assets in
     large company stocks.


     Small Company Stocks.  Small company stocks are common stocks and
     securities convertible into or exchangeable for common stocks, such as
     rights and warrants, of companies with a market capitalization (market
     price x number of shares outstanding) below the top 1,000 stocks that
     comprise the large and mid-range capitalization sector of the United States
     equity market. These stocks are comparable to, but not limited to, the
     stocks comprising the Russell 2000 Index, an index of small
     capitalization stocks. The Fund may invest up to 40 percent of its total
     assets in small company stocks.

     Stocks in the small capitalization sector of the United States equity
     market have historically been more volatile in price than larger
     capitalization stocks, such as those included in the Standard & Poor's 500
     Index. This is because, among other things, small companies have less
     certain growth prospects than larger companies; have a lower degree of
     liquidity in the equity market; and tend to have a greater sensitivity to
     changing economic conditions. Further, in addition to exhibiting greater
     volatility, the stocks of small companies may, to some degree, fluctuate
     independently of the stocks of large companies; that is, the stocks of
     small companies may decline in price as the price of large company stocks
     rises or vice versa.

     Foreign Stocks.  Foreign stocks are equity securities of established
     companies in economically developed countries other than the United States.
     These securities may be either dollar-denominated or denominated in foreign
     currencies. The Fund may invest up to 40 percent of its total assets in
     foreign stocks.

Cash Reserves Category.  When the adviser believes that a temporary defensive
position is desirable, the Fund may invest in cash reserves. Cash reserves will
consist of U.S. and foreign short-term money market instruments, including
interest-bearing time deposits with banks, government obligations, certificates
of deposit, bankers' acceptances, commercial paper, short-term corporate debt
securities, and repurchase agreements. The Fund may invest up to 20 percent of
its total assets in cash reserves.

Bond Asset Categories.  The portion of the Fund's assets which is invested in
bonds ("Bond Assets") will be allocated among the following asset categories
within the ranges specified. Generally, the Fund will invest in Bond Assets
which are believed to offer opportunities for growth of capital when the adviser
believes interest rates will decline and, therefore, the value of the debt
securities will increase, or the market value of bonds will increase due to
factors affecting certain types of bonds or particular issuers, such as
improvement in credit quality due to company fundamentals or economic conditions
or assumptions on changes in trends in prepayment rates with respect to
mortgage-backed securities. The average duration of the Fund's Bond Assets will
be not less than three nor more than nine years. Duration is a commonly used
measure of the potential volatility of the price of a debt security, or the
aggregate market value of a portfolio of debt securities, prior to maturity.
Securities with shorter durations generally have less volatile prices than
securities of comparable quality with longer durations. The Fund should be
expected to maintain a higher average duration during periods of lower expected
market volatility, and a lower average duration during periods of higher
expected market volatility.

     U.S. Treasury Securities.  U.S. Treasury securities are direct obligations
     of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds. The
     Fund may invest up to 32 percent of its total assets in U.S. Treasury
     securities. The Fund may invest in other U.S. government securities if, in
     the judgment of the adviser, other U.S. government securities are more
     attractive than U.S. Treasury securities.

     Mortgage-Backed Securities.  Mortgage-backed securities represent an
     undivided interest in a pool of residential mortgages or may be
     collateralized by a pool of residential mortgages. Mortgage-backed
     securities are generally either issued or guaranteed by the Government
     National Mortgage Association ("GNMA"), Federal National Mortgage
     Association ("FNMA"), Federal Home Loan Mortgage Corporation ("FHLMC") or
     other U.S. government agencies or instrumentalities. Mortgage-backed
     securities may also be issued by single-purpose, stand-alone finance
     subsidiaries or trusts of financial institutions, government agencies,
     investment bankers, or companies related to the construction industry. The
     Fund may invest up to 12 percent of its total assets in mortgage-backed
     securities.

     Investment-Grade Corporate Bonds.  Investment-grade corporate bonds are
     corporate debt obligations having fixed or floating rates of interest and
     which are rated BBB or higher by a nationally recognized statistical rating
     organization ("NRSRO"). The Fund may invest up to 12 percent of its total
     assets in investment-grade corporate bonds. In certain cases the Fund's
     adviser may choose bonds which are unrated if it determines that such bonds
     are of comparable quality or have similar characteristics to the
     investment-grade bonds described above.


     High Yield Corporate Bonds.  High yield corporate bonds are corporate debt
     obligations having fixed or floating rates of interest and which are rated
     BB or lower by NRSROs (commonly known as junk bonds). The Fund may invest
     up to 16 percent of its total assets in high yield corporate bonds. There
     is no minimal acceptable rating for a security to be purchased or held in
     the Fund's portfolio, and the Fund may, from time to time, purchase or hold
     securities rated in the lowest rating category. (See "Appendix.") In
     certain cases the Fund's adviser may choose bonds which are unrated if it
     determines that such bonds are of comparable quality or have similar
     characteristics to the high yield bonds described above.


     Foreign Bonds.  Foreign bonds are high-quality debt securities of nations
     other than the United States. The Fund's portfolio of foreign bonds will be
     comprised mainly of foreign government, foreign governmental agency or
     supranational institution bonds. The Fund will also invest in high-quality
     debt securities issued by corporations in nations other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 16 percent of its total assets in foreign bonds.

Acceptable Investments

     Equity Securities.  Common stocks represent ownership interest in a
     corporation. Unlike bonds, which are debt securities, common stocks have
     neither fixed maturity dates nor fixed schedules of promised payments.
     Foreign stocks are equity securities of foreign issuers.

     Foreign Securities.  The foreign bonds in which the Fund invests are rated
     within the four highest ratings for bonds by Moody's Investors Service,
     Inc. (Aaa, Aa, A or Baa) or by Standard & Poor's Corporation (AAA, AA, A or
     BBB) or are unrated if determined to be of equivalent quality by the Fund's
     adviser.


         Investment Risks. _Investments in foreign securities involve special
         risks that differ from those associated with investments in domestic
         securities. The risks associated with investments in foreign securities
         apply to securities issued by foreign corporations and sovereign
         governments. These risks relate to political and economic developments
         abroad, as well as those that result from the differences between the
         regulation of domestic securities and issuers and foreign securities
         and issuers. These risks may include, but are not limited to,
         expropriation, confiscatory taxation, currency fluctuations,
         withholding taxes on interest, limitations on the use or transfer of
         Fund assets, political or social instability and adverse diplomatic
         developments. It may also be more difficult to enforce contractual
         obligations or obtain court judgments abroad than would be the case in
         the United States because of differences in the legal systems. If the
         issuer of the debt or the governmental authorities that control the
         repayment of the debt may be unable or unwilling to repay principal or
         interest when due in accordance with the terms of such debt, the Fund
         may have limited legal recourse in the event of default. Moreover,
         individual foreign economies may differ favorably or unfavorably from
         the domestic economy in such respects as growth of gross national
         product, the rate of inflation, capital reinvestment, resource
         self-sufficiency and balance of payments position.


         Additional differences exist between investing in foreign and domestic
         securities. Examples of such differences include: less publicly
         available information about foreign issuers; credit risks associated
         with certain foreign governments; the lack of uniform financial
         accounting standards applicable to foreign issuers; less readily
         available market quotations on foreign issuers; the likelihood that
         securities of foreign issuers may be less liquid or more volatile;
         generally higher foreign brokerage commissions; and unreliable mail
         service between countries.

     Cash Reserves.  The Fund's cash reserves may be cash received from the sale
     of Fund shares, reserves for temporary defensive purposes or to take
     advantage of market opportunities.

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

     U.S. Treasury and Other U.S. Government Securities.  The U.S. Treasury and
     other U.S. government securities in which the Fund invests are either
     issued or guaranteed by the U.S. government, its agencies or
     instrumentalities. The U.S. government securities in which the Fund may
     invest are limited to:

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

      obligations issued by U.S. government agencies or instrumentalities,
      including securities that are supported by the full faith and credit of
      the U.S. Treasury (such as GNMA certificates); securities that are
      supported by the right of the issuer to borrow from the U.S. Treasury
      (such as securities of Federal Home Loan Banks); and securities that are
      supported by the credit of the agency or instrumentality (such as FNMA and
      FHLMC bonds).

     Mortgage-Backed Securities.  Mortgage-backed securities are securities
     collateralized by residential mortgages. The mortgage-backed securities in
     which the Fund may invest may be:

      issued by an agency of the U.S. government, typically GNMA, FNMA or FHLMC;

      privately issued securities which are collateralized by pools of mortgages
      in which each mortgage is guaranteed as to payment of principal and
      interest by an agency or instrumentality of the U.S. government;

      privately issued securities which are collateralized by pools of mortgages
      in which payment of principal and interest are guaranteed by the issuer
      and such guarantee is collateralized by U.S. government securities; and

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

         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. Most of the CMOs in which the
         Fund would invest use the same basic structure:

          Several classes of securities are issued against a pool of mortgage
          collateral. The most common structure contains four classes of
          securities. The first three (A, B, and C bonds) pay interest at their
          stated rates beginning with the issue date; the final class (or Z
          bond) typically receives the residual income from the underlying
          investments after payments are made to the other classes.

          The cash flows from the underlying mortgages are applied first to pay
          interest and then to retire securities.

          The classes of securities are retired sequentially. All principal
          payments are directed first to the shortest-maturity class (or A
          bonds). When those securities are completely retired, all principal
          payments are then directed to the next-shortest maturity security (or
          B bond). This process continues until all of the classes have been
          paid off.

         Because the cash flow is distributed sequentially instead of pro rata
         as with pass-through securities, the cash flows and average lives of
         CMOs are more predictable, and there is a period of time during which
         the investors in the longer-maturity classes receive no principal
         paydowns. The interest portion of these payments is distributed by the
         Fund as income and the capital portion is reinvested.

         The Fund will invest only in CMOs which are rated AAA by an 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. Issuers of REMICs may take several forms, such
         as trusts, partnerships, corporations, associations or a segregated
         pool 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, and a single class of "residual interests." To qualify as a
         REMIC, substantially all of the assets of the entity must be in assets
         directly or indirectly secured principally by real property.

         Characteristics of Mortgage-Backed Securities.  Mortgage-backed
         securities have yield and maturity characteristics corresponding to the
         underlying mortgages. Distributions to holders of mortgage-backed
         securities include both interest and principal payments. Principal
         payments represent the amortization of the principal of the underlying
         mortgages and any prepayments of principal due to prepayment,
         refinancing, or foreclosure of the underlying mortgages. Although
         maturities of the underlying mortgage loans may range up to 30 years,
         amortization and prepayments substantially shorten the effective
         maturities of mortgage-backed securities. Due to these features,
         mortgage-backed securities are less effective as a means of "locking
         in" attractive long-term interest rates than fixed-income securities
         which pay only a stated amount of interest until maturity, when the
         entire principal amount is returned. This is caused by the need to
         reinvest at lower interest rates both distributions of principal
         generally and significant prepayments which become more likely as
         mortgage interest rates decline. Since comparatively high interest
         rates cannot be effectively "locked in," mortgage-backed securities may
         have less potential for capital appreciation during periods of
         declining interest rates than other non-callable, fixed-income
         government securities of comparable stated maturities. However,
         mortgage-backed securities may experience less pronounced declines in
         value during periods of rising interest rates.

         In addition, some of the CMOs purchased by the Fund may represent an
         interest solely in the principal repayments or solely in the interest
         payments on mortgage-backed securities (stripped mortgage-backed
         securities or "SMBSs"). Due to the possibility of prepayments on the
         underlying mortgages, SMBSs may be more interest-rate sensitive than
         other securities purchased by the Fund. If prevailing interest rates
         fall below the level at which SMBSs were issued, there may be
         substantial prepayments on the underlying mortgages, leading to the
         relatively early prepayments of principal-only SMBSs and a reduction in
         the amount of payments made to holders of interest-only SMBSs. It is
         possible that the Fund might not recover its original investment in
         interest-only SMBSs if there are substantial prepayments on the
         underlying mortgages. Therefore, interest-only SMBSs generally increase
         in value as interest rates rise and decrease in value as interest rates
         fall, counter to changes in value experienced by most fixed-income
         securities. The Fund's adviser intends to use this characteristic of
         interest-only SMBSs to reduce the effects of interest rate changes on
         the value of the Fund's portfolio, while continuing to pursue the
         Fund's investment objective.

     Corporate Bonds.  The investment-grade corporate bonds in which the Fund
     invests are:

      rated within the four highest ratings for corporate bonds by Moody's
      Investors Service, Inc. (Aaa, Aa, A, or Baa) ("Moody's"), Standard &
      Poor's Corporation (AAA, AA, A, or BBB) ("Standard & Poor's"), or Fitch
      Investors Service, Inc. (AAA, AA, A, or BBB) ("Fitch");

      unrated if other long-term debt securities of that issuer are rated, at
      the time of purchase, Baa or better by Moody's or BBB or better by
      Standard & Poor's or Fitch; or

      unrated if determined to be of equivalent quality to one of the foregoing
      rating categories by the Fund's adviser.


     Securities which are rated BBB by Standard & Poor's 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. If a security's
     rating is reduced below the required minimum after the Fund has purchased
     it, the Fund is not required to sell the security, but may consider doing
     so.

     The high yield corporate bonds in which the Fund invests are rated Ba or
     lower by Moody's or BB or lower by Standard & Poor's or Fitch (commonly
     known as junk bonds). A description of the rating categories is contained
     in the Appendix to this prospectus.

         Investment Risks. _Lower-rated securities will usually offer higher
         yields than higher-rated securities. However, there is more risk
         associated with these investments. This is because of reduced
         creditworthiness and increased risk of default. Lower-rated securities
         generally tend to reflect short-term corporate and market developments
         to a greater extent than higher-rated securities which react primarily
         to fluctuations in the general level of interest rates. Short-term
         corporate and market developments affecting the price or liquidity of
         lower-rated securities could include adverse news affecting major
         issuers, underwriters, or dealers of lower-rated corporate debt
         obligations. In addition, since there are fewer investors in lower-
         rated securities, it may be harder to sell the securities at an optimum
         time. As a result of these factors, lower-rated securities tend to have
         more price volatility and carry more risk to principal than
         higher-rated securities.


         Many corporate debt obligations, including many lower-rated bonds,
         permit the issuers to call the security and thereby redeem their
         obligations earlier than the stated maturity dates. Issuers are more
         likely to call bonds during periods of declining interest rates. In
         these cases, if the Fund owns a bond which is called, the Fund will
         receive its return of principal earlier than expected and would likely
         be required to reinvest the proceeds at lower interest rates, thus
         reducing income to the Fund.

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
percent of the total outstanding voting stock of any such investment company,
invest more than 5 percent of its total assets in any one such investment
company, or invest more than 10 percent of its total assets in such other
investment companies in general. To the extent that the Fund invests in
securities issued by other investment companies, the Fund will indirectly bear
its proportionate share of any fees and expenses paid by such companies in
addition to the fees and expenses payable directly by the Fund.

Restricted and Illiquid Securities.  The Fund may invest in restricted
securities. Restricted securities are any securities in which the Fund may
otherwise invest pursuant to its investment objective and policies but which are
subject to restrictions on resale under federal securities law. However, the
Fund will limit investments in illiquid securities, including certain restricted
securities not determined by the Trustees to be liquid, over-the-counter
options, and repurchase agreements providing for settlement in more than seven
days after notice, to 15 percent of its net assets.

When-Issued and Delayed Delivery Transactions.  The Fund may purchase securities
on a when-issued or delayed delivery basis. In when-issued and delayed delivery
transactions, the Fund relies on the seller to complete the transaction. The
seller's failure to complete the transaction may cause the Fund to miss a price
or yield considered to be advantageous.

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

Foreign Currency Transactions.  The Fund will enter into foreign currency
transactions to obtain the necessary currencies to settle securities
transactions. Currency transactions may be conducted either on a spot or cash
basis at prevailing rates or through forward foreign currency exchange
contracts.

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency exchanges may be used by the Fund to protect against a decline
in the value of one or more currencies, such efforts may also limit any
potential gain that might result from a relative increase in the value of such
currencies and might, in certain cases, result in losses to the Fund.

     Currency Risks.  To the extent that debt securities purchased by the Fund
     are denominated in currencies other than the U.S. dollar, changes in
     foreign currency exchange rates will affect the Fund's net asset value; the
     value of interest earned; gains and losses realized on the sale of
     securities; and net investment income and capital gain, if any, to be
     distributed to shareholders by the Fund. If the value of a foreign currency
     rises against the U.S. dollar, the value of the Fund's assets denominated
     in that currency will increase; correspondingly, if the value of a foreign
     currency declines against the U.S. dollar, the value of the Fund's assets
     denominated in that currency will decrease.

Forward Foreign Currency Exchange Contracts.  A forward foreign currency
exchange contract ("forward contract") is an obligation to purchase or sell an
amount of a particular currency at a specific price and on a future date agreed
upon by the parties.

Generally, no commission charges or deposits are involved. At the time the Fund
enters into a forward contract, Fund assets with a value equal to the Fund's
obligation under the forward contract are segregated and are maintained until
the contract has been settled. The Fund will not enter into a forward contract
with a term of more than one year.

The Fund will generally enter into a forward contract to provide the proper
currency to settle a securities transaction at the time the transaction occurs
("trade date"). The period between trade date and settlement date will vary
between 24 hours and 30 days, depending upon local custom.

The Fund may also protect against the decline of a particular foreign currency
by entering into a forward contract to sell an amount of that currency
approximating the value of all or a portion of the Fund's assets denominated in
that currency ("hedging"). The success of this type of short-term hedging
strategy is highly uncertain due to the difficulties of predicting short-term
currency market movements and of precisely matching forward contract amounts and
the constantly changing value of the securities involved. Although the adviser
will consider the likelihood of changes in currency values when making
investment decisions, the adviser believes that it is important to be able to
enter into forward contracts when it believes the interests of the Fund will be
served. The Fund will not enter into forward contracts for hedging purposes in a
particular currency in an amount in excess of the Fund's assets denominated in
that currency.

Options.  The Fund may deal in options on foreign currencies, foreign currency
futures, securities, and securities indices, which options may be listed for
trading on a national securities exchange or traded over-the-counter. The Fund
will use options only to manage interest rate and currency risks. The Fund may
write covered call options to generate income. The Fund may write covered call
options and secured put options on up to 25 percent of its net assets and may
purchase put and call options provided that no more than 5 percent of the fair
market value of its net assets may be invested in premiums on such options.

A call option gives the purchaser the right to buy, and the writer the
obligation to sell, the underlying currency, security or other asset at the
exercise price during the option period. A put option gives the purchaser the
right to sell, and the writer the obligation to buy, the underlying currency,
security or other asset at the exercise price during the option period. The
writer of a covered call owns assets that are acceptable for escrow, and the
writer of a secured put invests an amount not less than the exercise price in
eligible assets to the extent that it is obligated as a writer. If a call
written by the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received. In writing puts, there is a risk that the Fund may be
required to take delivery of the underlying asset at a disadvantageous price.

Over-the-counter options ("OTC options") differ from exchange traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and there is a risk of non-performance by the dealer as a
result of the insolvency of such dealer or otherwise, in which event the Fund
may experience material losses. However, in writing options, the premium is paid
in advance by the dealer. OTC options, which may not be continuously liquid, are
available for a greater variety of assets and with a wider range of expiration
dates and exercise prices, than are exchange traded options.

Futures and Options on Futures.  The Fund may purchase and sell futures
contracts to accommodate cash flows into and out of the Fund's portfolio and to
hedge against the effects of changes in the value of portfolio securities due to
anticipated changes in interest rates and market conditions. Futures contracts
call for the delivery of particular debt instruments at a certain time in the
future. The seller of the contract agrees to make delivery of the type of
instrument called for in the contract, and the buyer agrees to take delivery of
the instrument at the specified future time.

Stock index futures contracts are based on indexes that reflect the market value
of common stock of the firms included in the indexes. An index futures contract
is an agreement pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the differences between the value of the index at the
close of the last trading day of the contract and the price at which the index
contract was originally written.

The Fund may also write call options and purchase put options on futures
contracts as a hedge to attempt to protect its portfolio securities against
decreases in value. When the Fund writes a call option on a futures contract, it
is undertaking the obligation of selling a futures contract at a fixed price at
any time during a specified period if the option is exercised. Conversely, as
purchaser of a put option on a futures contract, the Fund is entitled (but not
obligated) to sell a futures contract at the fixed price during the life of the
option.

The Fund may not purchase or sell futures contracts or related options if
immediately thereafter the sum of the amount of margin deposits on the Fund's
existing futures positions and premiums paid for related options would exceed 5
percent of the market value of the Fund's total assets. When the Fund purchases
futures contracts, an amount of cash and cash equivalents, equal to the
underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security or will make deposits to collateralize the
position as discussed above.

     Risks.  When the Fund uses futures and options on futures as hedging
     devices, there is a risk that the prices of the securities subject to the
     futures contracts may not correlate perfectly with the prices of the
     securities in the Fund's portfolio. This may cause the futures contract and
     any related options to react differently than the portfolio securities to
     market changes. In addition, the investment adviser could be incorrect in
     its expectations about the direction or extent of market factors such as
     stock price movements. In these events, the Fund may lose money on the
     futures contract or option.

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


Portfolio Turnover. _It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 100%.
The Fund's investment adviser does not anticipate that portfolio turnover will
result in adverse tax consequences. However, relatively high portfolio turnover
may result in high transaction costs to the Fund.


Investment Limitations

The Fund will not:

      borrow money directly or through reverse repurchase agreements or pledge
      securities except, under certain circumstances, the Fund may borrow up to
      one-third of the value of its total assets and pledge up to 15 percent of
      the value of those assets to secure such borrowings;

      lend any securities except for portfolio securities; or

      underwrite any issue of securities, except as it may be deemed to be an
      underwriter under the Securities Act of 1933 in connection with the sale
      of restricted securities which the Fund may purchase pursuant to its
      investment objective, policies and limitations.

The above investment limitations cannot be changed without shareholder approval.

Trust Information
- --------------------------------------------------------------------------------

Management of the Trust

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

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

     Advisory Fees.  The Fund's adviser receives an annual investment advisory
     fee equal to .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. Under the advisory contract, which provides for
     voluntary reimbursement of expenses by the adviser, the adviser may
     voluntarily waive some or all of its fee. This does not include
     reimbursement to the Fund of any expenses incurred by shareholders who use
     the transfer agent's subaccounting facilities. The adviser has also
     undertaken to reimburse the Fund for operating expenses in excess of
     limitations established by certain states.

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

     Federated Management and other subsidiaries of Federated Investors serve as
     investment advisers to a number of investment companies and private
     accounts. Certain other subsidiaries also provide administrative services
     to a number of investment companies. Total assets under management or
     administration by these and other subsidiaries of Federated Investors are
     approximately $76 billion. Federated Investors, which was founded in 1956
     as Federated Investors, Inc., develops and manages mutual funds primarily
     for the financial industry. Federated Investors' track record of
     competitive performance and its disciplined, risk-averse investment
     philosophy serve approximately 3,500 client institutions nationwide.
     Through these same client institutions, individual shareholders also have
     access to this same level of investment expertise.


     Charles A. Ritter is the portfolio manager for the cash reserves asset
     category and performs the overall allocation of the assets of the Fund
     among the various asset categories. He has performed these duties since the
     Fund's inception. In allocating the Fund's assets, Mr. Ritter evaluates the
     market environment and economic outlook, utilizing the services of the
     investment adviser's economist and strategist. Mr.Ritter joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1992. From 1988 until 1991, Mr. Ritter acted as an
     Assistant Vice President. Mr. Ritter is a Chartered Financial Analyst and
     received his M.B.A. in Finance from the University of Chicago and his
     M.S. in Economics from Carnegie Mellon University.

     The portfolio managers for each of the individual asset categories are as
     follows:

     Peter R. Anderson is the portfolio manager for the domestic large company
     stocks asset category. He has been one of the Fund's portfolio managers
     since its inception. Mr. Anderson joined Federated Investors in 1972 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.

     Gregory M. Melvin is the portfolio manager for the domestic small company
     stocks asset category. He has served in this capacity since the Fund's
     inception. Mr. Melvin joined Federated Investors in 1980 and has been a
     Vice President of the Fund's investment adviser since 1984. Mr. Melvin is a
     Chartered Financial Analyst and received his M.B.A. in Finance from Harvard
     Business School.

     Randall S. Bauer is the portfolio manager for the foreign stocks and
     foreign bonds asset categories. He has performed these duties since the
     Fund's inception. Mr. Bauer joined Federated Investors in 1989 as an
     Assistant Vice President of the Fund's investment adviser. Mr. Bauer was an
     Assistant Vice President of the International Banking Division at
     Pittsburgh National Bank from 1982 until 1989. Mr. Bauer is a Chartered
     Financial Analyst and received his M.B.A. in Finance from Pennsylvania
     State University.

     Susan M. Nason and Gary J. Madich are co-portfolio managers for the U.S.
     Treasury securities asset category. They have performed these duties since
     the Fund's inception. Ms. Nason joined Federated Investors in 1987 and has
     been a Vice President of the Fund's investment adviser since 1993. Ms.
     Nason served as an Assistant Vice President of the investment adviser from
     1990 until 1992, and from 1987 until 1990 she acted as an investment
     analyst. Ms. Nason is a Chartered Financial Analyst and received her M.B.A.
     in Finance from Carnegie Mellon University. Mr. Madich joined Federated
     Investors in 1984 and has been a Senior Vice President of the Fund's
     investment adviser since 1993. Mr. Madich served as a Vice President of the
     Fund's investment adviser from 1988 until 1993. Mr. Madich is a Chartered
     Financial Analyst and received his M.B.A. in Public Finance from the
     University of Pittsburgh.

     Kathleen M. Foody-Malus and Gary J. Madich are co-portfolio managers for
     the mortgage-backed securities asset category. They have performed these
     duties since the Fund's inception. Ms. Foody-Malus joined Federated
     Investors in 1983 and has been a Vice President of the Fund's investment
     adviser since 1993. Ms. Foody-Malus served as an Assistant Vice President
     of the investment adviser from 1990 until 1992, and from 1986 until 1989
     she acted as an investment analyst. Ms. Foody-Malus received her M.B.A. in
     Accounting/Finance from the University of Pittsburgh.

     Joseph M. Balestrino and Susan M. Nason are co-portfolio managers for the
     investment-grade corporate bonds asset category. They have performed these
     duties since the Fund's inception. Mr. Balestrino joined Federated
     Investors in 1986 and has been an Assistant Vice President of the Fund's
     investment adviser since 1991. Mr. Balestrino served as an investment
     analyst of the investment adviser 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.A. in Urban and Regional Planning from the University of Pittsburgh.

     Mark E. Durbiano is the portfolio manager for the high yield corporate
     bonds asset category. He has performed these duties since the Fund's
     inception. 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 Select Shares

Federated Securities Corp. is the principal distributor for Shares. It is a
Pennsylvania corporation organized on November 14, 1969, and is the principal
distributor for a number of investment companies. Federated Securities Corp. is
a subsidiary of Federated Investors.

Distribution Plan.  Pursuant to the provisions of a distribution plan adopted in
accordance with Investment Company Act Rule 12b-1 (the "Plan"), the Fund will
pay to the distributor an amount computed at an annual rate of .75 of 1% of the
average daily net asset value of the Shares to finance any activity which is
principally intended to result in the sale of Shares subject to the Plan.

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

The distributor may select financial institutions such as banks, fiduciaries,
custodians for public funds, investment advisers, and broker/dealers ("brokers")
to provide sales and/or administrative services as agents for their clients or
customers who beneficially own Shares of the Fund. Administrative services may
include, but are not limited to, the following functions: providing office
space, equipment, telephone facilities, and various clerical, supervisory,
computer and other personnel as necessary or beneficial to establish and
maintain shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Shares; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as the Fund reasonably requests for Shares.

Financial institutions will receive fees from the distributor 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
distributor.

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

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

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

Administration of the Fund

Administrative Services.  Federated Administrative Services, Inc., a subsidiary
of Federated Investors, provides the Fund with the administrative personnel and
services necessary to operate the Fund. Such services include shareholder
servicing and certain legal and accounting services. Federated Administrative
Services, Inc. provides these at approximate cost.

Shareholder Services Plan.  The Fund has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, financial institutions will
enter into shareholder service agreements with the Fund to provide
administrative support services to their customers who from time to time may be
owners of record or beneficial owners of Shares. In return for providing these
support services, a financial institution may receive payments from the Fund at
a rate not exceeding .25 of 1% of the average daily net assets of the Shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the provision of
personal service and maintenance of shareholder accounts.

In addition to receiving the payments under the Services Plan, financial
institutions may be compensated by the distributor, who may be reimbursed by the
adviser, or affiliates thereof, for providing administrative support services to
holders of Shares. These payments will be made directly by the distributor, and
will not be made from the assets of the Fund.

Custodian.  State Street Bank and Trust Company, Boston, Massachusetts, is
custodian for the securities and cash of the Fund.

Transfer Agent and Dividend Disbursing Agent.  Federated Services Company,
Pittsburgh, Pennsylvania, is transfer agent for the shares of the Fund and
dividend disbursing agent for the Fund.

Legal Counsel.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, Washington, D.C.

Independent Public Accountants.  The independent public accountants for the Fund
are Arthur Andersen & Co., Pittsburgh, Pennsylvania.

Brokerage Transactions

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

Expenses of the Fund and Select Shares

Holders of Shares pay their allocable portion of Fund and Trust expenses.

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

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

At present, the only expenses allocated to the Shares as a class are expenses
under the Fund's 12b-1 Plan. However, the Trustees reserves the right to
allocate certain other expenses to holders of Shares as it deems 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 Shares; fees under the Fund's Shareholder Services
Plan, if any; 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 registration fees paid to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Shares; legal fees relating solely to Shares; and Trustees' fees incurred as
a result of issues relating solely to Shares.

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 Shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the Shares
in the liabilities of the Fund and those attributable to Shares, and dividing
the remainder by the total number of Shares outstanding. The net asset value for
Institutional Service Shares may exceed that of Select 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.

Investing in Select Shares
- --------------------------------------------------------------------------------

Share Purchases

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased through a financial institution which has a
sales agreement with the distributor or by wire or mail.

To purchase Shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. 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.
Texas residents may purchase Shares through a broker registered with the State
of Texas or through Federated Securities Corp. at 1-800-358-2801. 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.

By Wire.  To purchase Shares by Federal Reserve wire, call the Fund before 4:00
p.m. (Eastern time) to place an order. The order is considered received
immediately. Payment by federal funds must be received before 3:00 p.m. (Eastern
time) on the next business day following the order. Federal funds should be
wired as follows: State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE; For Credit to: Federated Managed Aggressive Growth
Fund--Select Shares; Fund Number (this number can be found on the account
statement or by contacting the Fund); Group Number or Wire Order Number; Nominee
or Institution Name; and ABA Number 011000028.


By Mail.  To purchase Shares by mail, send a check made payable to Federated
Managed Aggressive Growth Fund--Select Shares to Federated Services Company, c/o
State Street Bank and Trust Company, P.O. Box 8602, Boston, Massachusetts
02266-8602. Orders by mail are considered received after payment by check is
converted by State Street Bank into federal funds. This is normally the next
business day after State Street Bank receives the check.


Minimum Investment Required

The minimum initial investment in Shares is $1,500. Accounts established through
a non-affiliated bank or broker may be subject to a smaller minimum investment.

What Shares Cost

Shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. Investors who purchase
Shares through a non-affiliated bank or broker may be charged an additional
service fee by that bank or broker.

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

Subaccounting Services

Institutions are encouraged to open single master accounts. However, certain
institutions may wish to use the transfer agent's subaccounting system to
minimize their internal recordkeeping requirements. The transfer agent may
charge a fee based on the level of subaccounting services rendered. Institutions
holding Shares in a fiduciary, agency, custodial, or similar capacity may charge
or pass through subaccounting fees as part of or in addition to normal trust or
agency account fees. They may also charge fees for other services provided which
may be related to the ownership of Shares. This prospectus should, therefore, be
read together with any agreement between the customer and the institution with
regard to the services provided, the fees charged for those services, and any
restrictions and limitations imposed.

Systematic Investment Program

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis. 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. A
shareholder may apply for participation in this program through Federated
Securities Corp.

Certificates and Confirmations

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

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

Dividends

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Unless shareholders request cash payments by writing
the Fund, dividends are automatically reinvested in additional Shares of the
Fund on payment dates at the ex-dividend date net asset value without a sales
charge.

Capital Gains

Capital gains realized by the Fund, if any, will be distributed at least once
every 12 months.

Redeeming Select Shares
- --------------------------------------------------------------------------------

The Fund redeems Shares at their net asset value 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, by telephone
request or 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 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.

Telephone Redemption

Shareholders may redeem their Shares by telephoning the Fund before 4:00 p.m.
(Eastern time). All proceeds will normally be wire transferred the following
business day, but in no event more than seven days, to the shareholder's account
at a domestic commercial bank that is a member of the Federal Reserve System. If
at any time, the Fund shall determine it necessary to terminate or modify this
method of redemption, shareholders would be promptly notified.

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp. Telephone redemption instructions may
be recorded. If reasonable procedures are not followed by the Fund, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered.

Written Requests

Shares may also be redeemed by sending a written request to the Fund. Call the
Fund for specific instructions before redeeming by letter. The shareholder will
be asked to provide in the request his name, the Fund name and class of shares
name, his account number, and the Share or dollar amount requested. If Share
certificates have been issued, they must be properly endorsed and should be sent
by registered or certified mail with the written request.

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

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

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

      a savings bank or savings and loan association whose deposits are insured
      by the Savings Association Insurance Fund ("SAIF"), which is administered
      by the FDIC; or

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

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

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

Receiving Payment.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request, provided the Fund or its agents have received
payment for Shares from the shareholder.

Systematic Withdrawal Program

Shareholders who desire to receive 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. 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 use up, 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 Federated Securities Corp.

Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,500. 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.

Shareholder Information
- --------------------------------------------------------------------------------

Voting Rights

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

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

Massachusetts Partnership Law

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

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

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.

Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies whether dividends
and distributions are received in cash or as additional Shares.

Pennsylvania Corporate and Personal Property Taxes

In the opinion of Houston, Houston & Donnelly, counsel to the Trust:

      the Fund is not subject to Pennsylvania corporate or personal property
      taxes; and

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

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

Performance Information
- --------------------------------------------------------------------------------

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

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

The yield of Shares is calculated by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by Shares
over a thirty-day period by the maximum offering price per share of Shares on
the last day of the period. This number is then annualized using semi-annual
compounding. The yield does not necessarily reflect income actually earned by
Shares and, therefore, may not correlate to the dividends or other distributions
paid to shareholders.

Shares are sold without any sales load or other similar non-recurring charges.

Total return and yield will be calculated separately for Select Shares and
Institutional Service Shares. Because Select Shares are subject to 12b-1 fees,
the total return and yield for Institutional Service Shares, for the same
period, will exceed that of Select Shares.

From time to time the Fund may advertise the performance of Select Shares using
certain financial publications and/or compare the performance of Select Shares
to certain indices.

Other Classes of Shares
- --------------------------------------------------------------------------------

Institutional Service Shares are sold to institutions and individuals and to
accounts for which financial institutions act in a fiduciary or agency capacity.
Institutional Service Shares are sold at net asset value. Investments in
Institutional Service Shares are subject to a minimum initial investment of
$25,000. Institutional Service Shares are distributed without a 12b-1 Plan.

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

The amount of dividends payable to Institutional Service Shares will generally
exceed that of Select Shares by the difference between Class Expenses and
distribution expenses borne by shares of each respective class.

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

Appendix
- --------------------------------------------------------------------------------

Standard and Poor's Corporation Long-Term Debt 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--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 repayments. 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 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. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

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 S&P 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
edge." 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.

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 rated 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 quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds and, therefore, impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 obligor's 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.

NR--NR indicates that Fitch does not rate the specific issue.

Plus (+) or Minus (-): Plus or minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category.

Addresses
- --------------------------------------------------------------------------------

<TABLE>
<S>                 <C>                                                    <C>
Federated Managed Aggressive Growth Fund
                    Select Shares                                          Federated Investors Tower
                                                                           Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

Custodian
                    State Street Bank and                                  P.O. Box 8602
                    Trust Company                                          Boston, Massachusetts 02266-8602
- ---------------------------------------------------------------------------------------------------------------------

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

Legal Counsel
                    Houston, Houston & Donnelly                            2510 Centre City Tower
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------

Legal Counsel
                    Dickstein, Shapiro & Morin                             2101 L Street, N.W.
                                                                           Washington, D.C. 20037
- ---------------------------------------------------------------------------------------------------------------------

Independent Public Accountants
                    Arthur Andersen & Co.                                  2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

Federated Managed
Aggressive Growth Fund
Select Shares
Prospectus

A Diversified Portfolio of
Managed Series Trust,
an Open-End Management
Investment Company


Prospectus dated March 11, 1994


3122008A-SEL (3/94)



FEDERATED MANAGED INCOME FUND
FEDERATED MANAGED GROWTH AND INCOME FUND
FEDERATED MANAGED GROWTH FUND
FEDERATED MANAGED AGGRESSIVE GROWTH FUND
(Portfolios of Managed Series Trust)
Institutional Service Shares
Select Shares
Supplement to the Combined Statement of Additional Information dated March 11,
1994

A.    Please insert the following section entitled "Portfolio Turnover" on
      page 7, following the section entitled "Restricted and Illiquid
      Securities" and before the section entitled "Weighted Average Portfolio
      Duration.  In addition, please add the heading "Portfolio Turnover" to
      the Table of Contents page immediately following the heading "Restricted
      and Illiquid Securities."
      
            "Portfolio Turnover
            The Trust's investment adviser does not anticipate that
            portfolio turnover will result in adverse tax consequences.
            However, relatively high portfolio turnover may result in
            high transaction costs to the Portfolios.  For the period
            from May 25, 1994 (date of initial public investment) to
            July 31, 1994, the portfolio turnover rate for the Federated
            Managed Income Fund, Federated Managed Growth and Income
            Fund, Federated Managed Growth Fund, and Federated Managed
            Aggressive Growth Fund was 97%, 36%, 28%, and 16%,
            respectively."

B.    Please delete J. Christopher Donahue's "Principal Occupations During
      Past Five Years" from the section entitled "Officers and Trustees,"
      which begins on page 10 and replace it with the following:
      
            "President and Trustee, Federated Investors; Trustee and
            President, Federated Advisers, Federated Management, and
            Federated Research; Director and President, Federated
            Research Corp.; President, Passport Research, Ltd.; Trustee,
            Federated Administrative Services, Federated Services
            Company, and Federated Shareholder Services; President or
            Vice President of the Funds; Director, Trustee, or Managing
            General Partner of some of the Funds.  Mr. Donahue is the
            son of John F. Donahue, Chairman and Trustee of the Trust."

C.    Effective July 1, 1994, John A. Staley, IV resigned his positions with
      the Trust and with Federated Investors.  Accordingly, please delete his
      name and biographical information from the section entitled "Officers
      and Trustees," which begins on page 10.

D.    Please insert the following after the first paragraph of the section
      entitled "Trust Ownership" on page 12:
      
            "As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Institutional
            Service Shares of Federated Managed Income Fund: Balboan &
            Co., Lafayette, IN owned approximately 148,639 Shares
            (5.06%); The Peoples Bank & Trust Co., Tupelo, MS owned
            approximately 189,860 Shares (6.46%); J. Jones & Company,
            Atmore, AL owned approximately 207,346 Shares (7.06%);  and
            CIBAT & Co., Laurel, MD owned approximately 478,040 Shares
            (16.27%).
            As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Select Shares of
            Federated Managed Income Fund: ENBTRUST, Marysville, KS
            owned approximately 18,464 Shares (5.40%); The Farmers
            Company, Lititz, PA owned approximately 19,920 Shares
            (5.83%); Industricorp and Co., Inc., Minneapolis, MN owned
            approximately 20,152 Shares (5.90%); J. Jones & Company,
            Atmore, AL owned approximately 102,973 Shares (30.14%); and
            IU & Co., Columbus, IN owned approximately 103,361 Shares
            (30.25%).
            As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Institutional
            Service Shares of Federated Managed Growth and Income Fund:
            Pioneer Bank & Trust, Belle Fourche, SD owned approximately
            197,826 Shares (5.19%); CIBAT &  Co., Laurel, MD owned
            approximately 225,678 Shares (5.93%); KNAB & Co., Rochester,
            PA owned approximately 243,336 Shares (6.39%); and Careco,
            Salina, KS owned approximately 465,617 Shares (12.23%).
            As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Select Shares of
            Federated Managed Growth and Income Fund: ENBTRUST,
            Marysville, KS owned approximately 17,257 Shares (5.61%);
            Bitmore Trust Company, Phoenix, AZ owned approximately
            53,756 Shares (17.48%); and IU & Co., Columbus, IN owned
            approximately 119,609 Shares (38.89%).
            As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Institutional
            Service Shares of Federated Managed Growth Fund: ENBTRUST,
            Marysville, KS owned approximately 131,858 Shares (5.62%);
            KNAB & Co., c/o Century National Bank, Rochester, PA owned
            approximately 133,161 Shares (5.68%); Bayban, Bayport, MN
            owned approximately 169,970 Shares (7.25%); and Careco,
            Salina, KS owned approximately 270,601 Shares (11.54%).
            As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Select Shares of
            Federated Managed Growth Fund: IU & Co., Columbus, IN owned
            approximately 16,258 Shares (6.89%); National Financial
            Services, New York, NY owned approximately 20,445 Shares
            (8.66%); Lafayette Bank & Trust Company, Lafayette, IN owned
            approximately 27,857 Shares (11.80%); and ENBTRUST,
            Marysville, KS owned approximately 69,129 Shares (29.29%).
            As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Institutional
            Service Shares of Federated Managed Aggressive Growth Fund:
            Bayban, Bayport, MN owned approximately 56,733 Shares
            (5.11%); KNAB & Co., c/o Century National Bank, Rochester,
            PA owned approximately 56,839 Shares (5.12%); and CIBAT &
            Co., Laurel, MD owned approximately 375,237 Shares (33.77%).
            As of September 6, 1994, the following shareholders of
            record owned 5% or more of the outstanding Select Shares of
            Federated Managed Aggressive Growth Fund: IU & Co.,
            Columbus, IN owned approximately 15,066 Shares (11.74%); The
            Farmers Company, Lititz, PA owned approximately 16,700
            Shares (13.01%);  Lafayette Bank & Trust Company, Lafayette,
            IN owned approximately 18,538 Shares (14.45%); ENBTRUST,
            Marysville, KS owned approximately 29,195 Shares (22.75%);
            and Heritage Trust Company, Grand Junction, CO owned
            approximately 31,714 Shares (24.71%)."

E.    Please delete the section entitled "Adviser to the Trust" on page 13 and
      replace it with the following:
            "Adviser to the Trust
            The Trust's investment adviser is Federated Management (the
            'Adviser').  It is a subsidiary of Federated Investors.  All
            the voting securities of Federated Investors are owned by a
            trust, the trustees of which are John F. Donahue, his wife
            and his son, J. Christopher Donahue."

F.    Please insert the following as the last paragraph in the section
      entitled "Advisory Fees" on page 13:
      
            "For the period from January 18, 1994 (start of business) to
            July 31, 1994, the Adviser for Federated Managed Income Fund
            earned advisory fees of $37,514, all of which were waived.
            For the period from May 25, 1994 (date of initial public
            investment) to July 31, 1994, the Adviser for Federated
            Managed Growth and Income Fund, Federated Managed Growth
            Fund, and Federated Managed Aggressive Growth Fund earned
            advisory fees of $46,808, $26,553, and $14,124,
            respectively, all of which were waived."

G.    Please delete the first and second paragraphs under the section entitled
      "Administrative Services" on page 13, and replace them with the
      following:
      
            "Federated Administrative Services, a subsidiary of
            Federated Investors, provides administrative personnel and
            services to the Portfolios for a fee as described in the
            prospectus of each Portfolio.  For the period from January
            18, 1994 (start of business) to July 31, 1994, Federated
            Managed Income Fund incurred $2,717 in administrative costs,
            none of which were waived.  For the period from May 25, 1994
            (date of initial public investment) to July 31, 1994,
            Federated Managed Growth and Income Fund, Federated Managed
            Growth Fund, and Federated Managed Aggressive Growth Fund
            incurred $2,540, $2,396, and, $2,397, respectively, in
            administrative costs, none of which were waived.  Dr. Henry
            J. Gailliot, an officer of Federated Management, the Adviser
            to the Trust, holds approximately 20% of the outstanding
            common stock and serves as Director of Commercial Data
            Services, Inc., a company which provides computer processing
            services to  Federated Administrative Services."

H.    Please add the following as the final paragraph under the section
      entitled "Brokerage Transactions" on page 14:
      
            "From May 25, 1994 (date of initial public investment) to
            July 31, 1994, Federated Managed Income Fund, Federated
            Managed Growth and Income Fund, Federated Managed Growth
            Fund, and Federated Managed Aggressive Growth Fund paid
            brokerage commissions of $8,829, $20,801, $16,670, and
            $12,536, respectively."

I.    Please delete the sections entitled "Shareholder Servicing Plan" and
      "Distribution Plan (Select Shares)" on page 14.  In addition, please
      delete the headings "Shareholder Servicing Plan" and "Distribution Plan
      (Select Shares)" from the Table of Contents page.

J.    Please insert the following sub-section entitled "Distribution and
      Shareholder Services Plans" following the first paragraph of the section
      entitled "Purchasing Shares" on page 14.  In addition, please add the
      heading "Distribution and Shareholder Services Plans" to the Table of
      Contents page immediately following the heading  "Purchasing Shares."
      
            "Distribution and Shareholder Services Plans
            The Trust has adopted a Distribution Plan with respect to
            the Select Shares of each Portfolio.  In addition, the Trust
            has adopted a Shareholder Services Plan (the 'Services
            Plan') with respect to both classes of shares of each
            Portfolio.  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 Trustees expect that
            the Portfolios 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 Portfolios in pursuing their
            investment objectives.  By identifying potential investors
            whose needs are served by the Portfolios' 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.
            From January 18, 1994 (start of business) to July 31, 1994,
            the Select Shares of Federated Managed Income Fund incurred
            $3,936 in distribution services fees.  From May 25, 1994
            (date of initial public investment) to July 31, 1994, the
            Select Shares of Federated Managed Growth and Income Fund,
            Federated Managed Growth Fund, and Federated Managed
            Aggressive Growth Fund incurred $2,952, $1,087, and $1,210,
            respectively, in distribution services fees.
            In addition, for the period from January 18, 1994 (start of
            business) to July 31, 1994, there were no payments  made
            pursuant to the Shareholder Services Plan by the
            Institutional Service Shares of Federated Managed Income
            Fund.  For the period from May 25, 1994 (date of initial
            public investment)  to July 31, 1994, there were no payments
            made pursuant to the Shareholder Services Plan by the
            Institutional Service Shares of Federated Managed Growth and
            Income Fund, Federated Managed Growth Fund, or Federated
            Managed Aggressive Growth Fund.  For the period from January
            18, 1994 (start of business) to July 31, 1994, payments made
            pursuant to the Shareholder Services Plan by the Select
            Shares of Federated Managed Income Fund were $1,312.  For
            the period from May 25, 1994 (date of initial public
            investment) to July 31, 1994, payments made pursuant to the
            Shareholder Services Plan by the Select Shares of Federated
            Managed Growth and Income Fund, Federated Managed Growth
            Fund, and Federated Managed Aggressive Growth Fund were
            $984, $362, and $403, respectively."

K.    Please insert the following as the first paragraph in the section
      entitled "Total Return" on page 16:
      
            "Federated Managed Income Fund's cumulative total returns
            for Institutional Service Shares and Select Shares from May
            25, 1994 (date of initial public investment)  to July 31,
            1994, were 1.45% and 1.31%, respectively.  Federated Managed
            Growth and Income Fund's cumulative total returns for
            Institutional Service Shares and Select Shares from May 25,
            1994 (date of initial public investment)  to July 31, 1994,
            were 1.64% and 1.49%, respectively.  Federated Managed
            Growth Fund's cumulative total returns for Institutional
            Service Shares and Select Shares from May 25, 1994 (date of
            initial public investment)  to July 31, 1994, were 1.14% and
            1.07%, respectively.  Federated Managed Aggressive Growth
            Fund's cumulative total returns for Institutional Service
            Shares and Select Shares from May 25, 1994 (date of initial
            public investment)  to July 31, 1994, were 1.06% and 0.91%,
            respectively.  Cumulative total return reflects a
            Portfolio's performance over a specified period of time. The
            Trust's total returns for Institutional Service Shares and
            Select Shares are representative of only five months of
            investment activity since the Trust's effective date."

L.    Please insert the following as the first paragraph in the section
      entitled "Yield" on page 17:
      
            "Federated Managed Income Fund's 30-day SEC yields for
            Institutional Service Shares and Select Shares were 5.44%
            and 4.69%, respectively, for the 30-day period ended July
            31, 1994.  Federated Managed Growth and Income Fund's 30-day
            SEC yields for Institutional Service Shares and Select
            Shares were 5.14% and 4.39%, respectively, for the 30-day
            period ended July 31, 1994.  Federated Managed Growth Fund's
            30-day SEC yields for Institutional Service Shares and
            Select Shares were 4.09% and 3.33%, respectively, for the 30-
            day period ended July 31, 1994.  Federated Managed
            Aggressive Growth Fund's 30-day SEC yields for Institutional
            Service Shares and Select Shares were 3.25% and 2.51%,
            respectively, for the 30-day period ended July 31, 1994."

M.    Please add the following two indices at the end of the list of indices
      in the section entitled "Performance Comparisons," which begins on page
      17:
            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 Lehman Brothers Intermediate Government/Corporate Bond
            Index is an unmanaged index comprised of all the bonds
            issued by the Lehman Brothers Government/Corporate Bond
            Index with maturities between 1 and 9.99 years.  Total
            return is based on price appreciation/depreciation and
            income as a percentage of the original investment.  Indices
            are rebalanced monthly by market capitalization.

                                                            September 30, 1994


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    56166K 10 7
    56166K 20 6
    56166K 30 5
    56166K 40 4
    56166K 50 3
    56166K 60 2
    56166K 70 1
    56166K 80 0
    005946 (9/94)


                         Federated Managed Income Fund
                    Federated Managed Growth and Income Fund
                         Federated Managed Growth Fund
                    Federated Managed Aggressive Growth Fund
                      (Portfolios of Managed Series Trust)
                          Institutional Service Shares
                                 Select Shares
                  Combined Statement of Additional Information


     This Combined Statement of Additional Information should be read with
     the respective prospectuses for Institutional Service Shares and
     Select Shares of Federated Managed Income Fund, Federated Managed
     Growth and Income Fund, Federated Managed Growth Fund and Federated
     Managed Aggressive Growth Fund, all dated March 11, 1994. This
     Statement is not a prospectus itself. To receive a copy of one of the
     prospectuses, call or write Managed Series Trust.


     Federated Investors Tower
     Pittsburgh, Pennsylvania 15222-3779


                         Statement dated March 11, 1994


             FEDERATED SECURITIES CORP.
             ---------------------------------------------------------
             Distributor
             A subsidiary of FEDERATED INVESTORS

Table of Contents
- --------------------------------------------------------------------------------

General Information About the Trust                                            1
- ---------------------------------------------------------------

Investment Objectives and Policies                                             1
- ---------------------------------------------------------------

  Small Company Stocks                                                         1
  Mortgage-Backed Securities                                                   1
  Corporate Debt Obligations                                                   1
  Foreign Debt Obligations                                                     1
  Convertible Securities                                                       1
  Warrants                                                                     2
  Futures and Options Transactions                                             2
  Foreign Currency Transactions                                                4
  Repurchase Agreements                                                        6
  Reverse Repurchase Agreements                                                6
  When-Issued and Delayed Delivery
     Transactions                                                              6
  Lending of Portfolio Securities                                              7
  Restricted and Illiquid Securities                                           7

  Weighted Average Portfolio Duration                                          7


Investment Limitations                                                         8
- ---------------------------------------------------------------

Managed Series Trust Management                                               10
- ---------------------------------------------------------------

  Officers and Trustees                                                       10
  The Funds                                                                   12
  Trust Ownership                                                             12
  Trustee Liability                                                           12

Investment Advisory Services                                                  13
- ---------------------------------------------------------------

  Adviser to the Trust                                                        13
  Advisory Fees                                                               13
  Other Related Securities                                                    13

Administrative Services                                                       13
- ---------------------------------------------------------------

Brokerage Transactions                                                        14
- ---------------------------------------------------------------

Purchasing Shares                                                             14
- ---------------------------------------------------------------

  Shareholder Servicing Plan                                                  14
  Distribution Plan (Select Shares)                                           14
  Conversion to Federal Funds                                                 15

Determining Net Asset Value                                                   15
- ---------------------------------------------------------------

  Determining Market Value of Securities                                      15
  Trading in Foreign Securities                                               15

Redeeming Shares                                                              15
- ---------------------------------------------------------------

  Redemption in Kind                                                          16

Tax Status                                                                    16
- ---------------------------------------------------------------

  The Portfolios' Tax Status                                                  16
  Foreign Taxes                                                               16
  Shareholders' Tax Status                                                    16

Total Return                                                                  16
- ---------------------------------------------------------------

Yield                                                                         17
- ---------------------------------------------------------------

Performance Comparisons                                                       17
- ---------------------------------------------------------------

General Information About the Trust
- --------------------------------------------------------------------------------

Managed Series Trust (the "Trust") was established as a Massachusetts business
trust on November 15, 1993. As of the date of this Statement, the Trust consists
of the following four separate portfolios of securities (collectively, the
"Portfolios" and each individually, the "Portfolio"): Federated Managed Income
Fund; Federated Managed Growth and Income Fund; Federated Managed Growth Fund;
and Federated Managed Aggressive Growth Fund. Each Portfolio has two classes of
shares of beneficial interest, Institutional Service Shares and Select Shares.
Investment Objectives and Policies
- --------------------------------------------------------------------------------

The Prospectuses discuss the objectives of the Portfolios and the policies that
each employs to achieve those objectives. The following discussion supplements
the description of the Portfolios' investment policies set forth in the
Prospectuses. The Portfolios' respective investment objectives cannot be changed
without approval of shareholders. Except as noted, the investment policies
described below may be changed by the Board of Trustees ("Trustees") without
shareholder approval. Shareholders will be notified before any material change
in these policies becomes effective.

Small Company Stocks

Stocks in the small capitalization sector of the United States equity market
have historically been more volatile in price than larger capitalization stocks,
such as those included in the Standard & Poor's 500 Index. This is because,
among other things, small companies have less certain growth prospects than
larger companies; have a lower degree of liquidity in the equity market; and
tend to have a greater sensitivity to changing economic conditions. Further, in
addition to exhibiting greater volatility, the stocks of small companies may, to
some degree, fluctuate independently of the stocks of large companies; that is,
the stocks of small companies may decline in price as the price of large company
stocks rises or vice versa.

Mortgage-Backed Securities

     Privately Issued Mortgage-Related Securities

       The privately issued mortgage-related securities purchased by the
       Portfolios generally represent an ownership interest in federal agency
       mortgage pass-through securities, such as those issued by Government
       National Mortgage Association ("GNMA"). The terms and characteristics of
       the mortgage instruments may vary among pass-through mortgage loan pools.

       Privately issued mortgage-related securities generally pay back principal
       and interest over the life of the security. At the time the Portfolios
       reinvest the payments and any unscheduled prepayments of principal
       received, the Portfolios may receive a rate of interest which is actually
       lower than the rate of interest paid on these securities ("prepayment
       risks"). Privately issued mortgage-related securities are subject to
       higher prepayment risks than most other types of debt instruments with
       prepayment risks because the underlying mortgage loans may be prepaid
       without penalty or premium. Prepayment risk on privately issued mortgage-
       related securities tends to increase during periods of declining mortgage
       interest rates because many borrowers refinance their mortgages to take
       advantage of the more favorable rates. Prepayments on privately issued
       mortgage-related securities are also affected by other factors, such as
       the frequency with which people sell their homes or elect to make
       unscheduled payments on their mortgages.

       The market for privately issued mortgage-related securities has expanded
       considerably since its inception. The size of the primary issuance market
       and the active participation in the secondary market by securities
       dealers and other investors make government-related pools highly liquid.

Corporate Debt Obligations

The corporate debt obligations in which the Portfolios invest may bear fixed,
floating, floating and contingent, or increasing rates of interest. The
Portfolios may invest in investment-grade corporate debt obligations (which are
rated BBB or higher by nationally recognized statistical rating organizations)
or high yield corporate debt obligations (which are rated BB or lower by
nationally recognized statistical rating organizations).

Foreign Debt Obligations

The Portfolios may invest in investment-grade debt securities (which are rated
BBB or higher by nationally recognized statistical rating organizations) of
nations other than the United States.

Convertible Securities

The Portfolios may invest in convertible securities. Convertible securities are
fixed-income securities that may be exchanged or converted into a predetermined
number of shares of the issuer's underlying common stock at the option of the
holder during a specified period. Convertible securities may take the form of
convertible preferred stock, convertible bonds or debentures, units consisting
of "usable" bonds and warrants or a combination of the features of several of
these securities. The investment characteristics of each convertible security
vary widely, which allows convertible securities to be employed for a variety of
investment strategies.

The Portfolios will exchange or convert convertible securities into shares of
underlying common stock when, in the opinion of the Portfolios' investment
adviser, the investment characteristics of the underlying common shares will
assist the Portfolios in achieving their investment objectives. The Portfolios
may also elect to hold or trade convertible shares. In selecting convertible
securities, the Portfolios' investment adviser evaluates the investment
characteristics of the convertible security as a fixed-income instrument, and
the investment potential of the underlying equity security for capital
appreciation. In evaluating these matters with respect to a particular
convertible security, the Portfolios' investment adviser considers numerous
factors, including the economic and political outlook, the value of the security
relative to other investment alternatives, trends in the determinants of the
issuer's profits, and the issuer's management capability and practices.

Warrants

The Portfolios may invest in warrants. Warrants are basically options to
purchase common stock at a specific price (usually at a premium above the market
value of the optioned common stock at issuance) valid for a specific period of
time. Warrants may have a life ranging from less than one year to twenty years,
or they may be perpetual. However, most warrants have expiration dates after
which they are worthless. In addition, a warrant is worthless if the market
price of the common stock does not exceed the warrant's exercise price during
the life of the warrant. Warrants have no voting rights, pay no dividends, and
have no rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the market price of the warrant may tend to
be greater than the percentage increase or decrease in the market price of the
optioned common stock. A Portfolio will not invest more than 5% of the value of
its total assets in warrants. No more than 2% of this 5% may be warrants which
are not listed on the New York or American Stock Exchanges. Warrants acquired in
units or attached to securities may be deemed to be without value for purposes
of this policy.

Futures and Options Transactions

The Portfolios may attempt to hedge all or a portion of its portfolio by buying
and selling futures contracts and options on futures contracts.

     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. However, a
       stock index futures contract is an agreement pursuant to which two
       parties agree to take or make delivery of an amount of cash equal to the
       difference between the value of the index at the close of the last
       trading day of the contract and the price at which the index was
       originally written. No physical delivery of the underlying security in
       the index is made.

       The purpose of the acquisition or sale of a futures contact by the
       Portfolios is to protect the Portfolios from fluctuations in the value of
       their securities caused by anticipated changes in interest rates or
       market conditions. For example, in the fixed-income securities market,
       price moves inversely to interest rates. A rise in rates results in a
       drop in price. Conversely, a drop in rates results in a rise in price. In
       order to hedge its holdings of fixed income securities against a rise in
       market interest rates, a Portfolio 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 Portfolio's anticipated holding period. A
       Portfolio would agree to purchase securities in the future at a
       predetermined price (i.e., "go long") to hedge against a decline in
       market interest rates.

     Purchasing Put Options on Futures Contracts

       The Portfolios may purchase listed put options or over-the-counter put
       options on 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. A Portfolio would purchase put options on futures contracts to
       protect its portfolio securities against decreases in value resulting
       from market factors such as an anticipated increase in 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, a
       Portfolio will normally close out its option by selling an identical
       option. If the hedge is successful, the proceeds received by a Portfolio
       upon the sale of the second option may be large enough to offset both the
       premium paid by the Portfolio for the original option plus the decrease
       in value of the hedged securities.

       Alternatively, a Portfolio may exercise its put option to close out the
       position. To do so, it would simultaneously enter into a futures contract
       of the type underlying the option (for a price less than the strike price
       of the option) and exercise the option. The Portfolio would then deliver
       the futures contract in return for payment of the strike price. If a
       Portfolio neither closes out nor exercises an option, the option will
       expire on the date provided in the option contract, and only the premium
       paid for the contract will be lost.

     Writing Put Options on Futures Contracts

       The Portfolios may write listed put options on financial futures
       contracts to hedge its portfolio against a decrease in market interest
       rates. When a Portfolio writes a put option on a futures contract, it
       receives a premium for undertaking the obligation to assume a long
       futures position (buying a futures contract) at a fixed price at any time
       during the life of the option. As market interest rates decrease, the
       market price of the underlying futures contract normally increases.

       As the market value of the underlying futures contract increases, the
       buyer of the put option has less reason to exercise the put because the
       buyer can sell the same futures contract at a higher price in the market.
       The premium received by a Portfolio can then be used to offset the higher
       prices of portfolio securities to be purchased in the future due to the
       decrease in market interest rates.

       Prior to the expiration of the put option, or its exercise by the buyer,
       a Portfolio may close out the option by buying an identical option. If
       the hedge is successful, the cost of buying the second option will be
       less than the premium received by a Portfolio for the initial option.

     Purchasing Call Options on Futures Contracts

       An additional way in which the Portfolios may hedge against decreases in
       market interest rates is to buy a listed call option on a financial
       futures contract. When a Portfolio purchases a call option on a futures
       contract, it is purchasing the right (not the obligation) to assume a
       long futures position (buy a futures contract) at a fixed price at any
       time during the life of the option. As market interest rates fall, the
       value of the underlying futures contract will normally increase,
       resulting in an increase in value of a Portfolio's option position. When
       the market price of the underlying futures contract increases above the
       strike price plus premium paid, a Portfolio could exercise its option and
       buy the futures contract below market price.

       Prior to the exercise or expiration of the call option, a Portfolio could
       sell an identical call option and close out its position. If the premium
       received upon selling the offsetting call is greater than the premium
       originally paid, a Portfolio has completed a successful hedge.

     Writing Call Options on Futures Contracts

       The Portfolios may write listed call options or over-the-counter call
       options on futures contracts to hedge against, for example, an increase
       in market interest rates. When a Portfolio 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 strike price at any
       time during the life of the option if the option is exercised. As market
       interest rates rise or as stock prices fall, causing the prices of
       futures to go down, a Portfolio's obligation under a call option on a
       future (to sell a futures contract) costs less to fulfill, causing the
       value of a Portfolio's call option position to increase.

       In other words, as the underlying future's price falls below the strike
       price, the buyer of the option has no reason to exercise the call, so
       that a Portfolio keeps the premium received for the option. This premium
       can help substantially to offset the drop in value of a Portfolio's
       portfolio securities.

       Prior to the expiration of a call written by a Portfolio, or exercise of
       it by the buyer, a Portfolio 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 a Portfolio for the
       initial option. The net premium income of a Portfolio will then
       substantially offset the decrease in value of the hedged securities.

     Limitation on Open Futures Positions

       A Portfolio will not maintain open positions in futures contracts it has
       sold or options it has written on futures contracts if, in the aggregate,
       the value of the option 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, a Portfolio 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 Portfolios do not pay or
       receive money upon the purchase or sale of a futures contract. Rather, a
       Portfolio is required to deposit an amount of "initial margin" in cash or
       U.S. Treasury bills with the 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
       contracts initial margin does not involve a borrowing by a Portfolio 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 a Portfolio upon termination of the futures contract, assuming all
       contractual obligations have been satisfied.

       A futures contract held by a Portfolio is valued daily at the official
       settlement price of the exchange on which it is traded. Each day a
       Portfolio 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 a Portfolio but is instead settlement between a Portfolio and the
       broker of an amount one would owe the other if the futures contract
       expired. In computing its daily net asset value, a Portfolio will mark to
       market its open futures positions.

       The Portfolios are also required to deposit and maintain margin when they
       write call options on futures contracts.

     Purchasing and Writing Over-the-Counter Options

       The Portfolios may purchase and write over-the-counter options on
       portfolio securities in negotiated transactions with the buyers or
       writers of the options for those options on portfolio securities held by
       a Portfolio and not traded on an exchange.

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

Foreign Currency Transactions

     Currency Risks

       The exchange rates between the U.S. dollar and foreign currencies are a
       function of such factors as supply and demand in the currency exchange
       markets, international balances of payments, governmental intervention,
       speculation and other economic and political conditions. Although the
       Portfolios value their assets daily in U.S. dollars, the Portfolios may
       not convert their holdings of foreign currencies to U.S. dollars daily.
       The Portfolios may incur conversion costs when they convert their
       holdings to another currency. Foreign exchange dealers may realize a
       profit on the difference between the price at which the Portfolios buy
       and sell currencies.

       The Portfolios will engage in foreign currency exchange transactions in
       connection with their investments in the securities. The Portfolios will
       conduct their foreign currency exchange transactions either on a spot
       (i.e., cash) basis at the spot rate prevailing in the foreign currency
       exchange market or through forward contracts to purchase or sell foreign
       currencies.

     Forward Foreign Currency Exchange Contracts

       The Portfolios may enter into forward foreign currency exchange contracts
       in order to protect themselves 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 Portfolios'
       investment 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 Portfolios' best interest to do so. The
       Portfolios will not speculate in foreign currency exchange.

       The Portfolios will not enter into forward foreign currency exchange
       contracts or maintain a net exposure in such contracts when they would be
       obligated to deliver an amount of foreign currency in excess of the value
       of their 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 Portfolios' investment adviser believes will tend to
       be closely correlated with that currency with regard to price movements.
       Generally, the Portfolios will 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 a
       Portfolio 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 a Portfolio 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 Portfolio
       would not have to exercise their put option. Likewise, if a Portfolio
       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 Portfolio would not
       have to exercise its call. Instead, the Portfolio 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 Portfolios' ability
       to establish and close out positions on such options is subject to the
       maintenance of a liquid secondary market. Although the Portfolios will
       not purchase or write such options unless and until, in the opinion of
       the Portfolios' investment 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.

     Foreign Currency Futures Transactions

       By using foreign currency futures contracts and options on such
       contracts, the Portfolios may be able to achieve many of the same
       objectives as they would through the use of forward foreign currency
       exchange contracts. The Portfolios may be able to achieve these
       objectives possibly more effectively and at a lower cost by using futures
       transactions instead of forward foreign currency exchange contracts.

     Special Risks Associated with Foreign Currency Futures Contracts and
     Related Options

       Buyers and sellers of foreign currency futures contracts are subject to
       the same risks that apply to the use of futures generally. In addition,
       there are risks assocated with foreign currency futures contracts and
       their use as a hedging device similar to those associated with options on
       futures currencies, as described above.

       Options on foreign currency futures contracts may involve certain
       additional risks. Trading options on foreign currency foreign currency
       futures contracts is relatively new. The ability to establish and close
       out positions on such options is subject to the maintenance of a liquid
       secondary market. To reduce this risk, the Portfolios will not purchase
       or write options on foreign currency futures contracts unless and until,
       in the opinion of the Portfolios' investment adviser, the market for such
       options has developed sufficiently that the risks in connection with such
       options are not greater than the risks in connection with transactions in
       the underlying foreign currency futures contracts. Compared to the
       purchase or sale of foreign currency futures contracts, the purchase of
       call or put options on futures contracts involves less potential risk to
       the Fund because the maximum amount at risk is the premium paid for the
       option (plus transaction costs). However, there may be circumstances when
       the purchase of a call or put option on a futures contract would result
       in a loss, such as when there is no movement in the price of the
       underlying currency or futures contract.

Repurchase Agreements

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

Reverse Repurchase Agreements

The Portfolios may also enter into reverse repurchase agreements. These
transactions are similar to borrowing cash. In a reverse repurchase agreement, a
Portfolio 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 Portfolio 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 a Portfolio 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 a
Portfolio will be able to avoid selling portfolio instruments at a
disadvantageous time.

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

When-Issued and Delayed Delivery Transactions

The Portfolios may engage in when-issued and delayed delivery transactions.
These transactions are arrangements in which a Portfolio purchases securities
with payment and delivery scheduled for a future time. A Portfolio engages in
when-issued and delayed delivery transactions only for the purpose of acquiring
portfolio securities consistent with its investment objective and policies, and
not for investment leverage.

These transactions are made to secure what is considered to be an advantageous
price or yield for the Portfolios. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices.

No fees or other expenses, other than normal transaction costs, are incurred.
However, liquid assets of the Portfolios sufficient to make payment for the
securities to be purchased are segregated at the trade date. These securities
are marked to market daily and are maintained until the transaction is settled.

The Portfolios may engage in these transactions to an extent that would cause
the segregation of an amount up to 20% of the total value of their respective
assets.

Lending of Portfolio Securities

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

Restricted and Illiquid Securities

The Portfolios 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 Portfolios, who agree that they are purchasing 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 Portfolios 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 Portfolios believe that Section 4(2)
commercial paper and possibly certain other restricted securities which meet the
criteria for liquidity established by the Trustees are quite liquid. The
Portfolios intend, therefore, to treat the restricted securities which meet the
criteria for liquidity established by the Trustees, including Section 4(2)
commercial paper, as determined by the Portfolios' investment adviser, as liquid
and not subject to the investment limitation applicable to illiquid securities.
In addition, because Section 4(2) commercial paper is liquid, the Portfolios
intend to not subject such paper to the limitation applicable to restricted
securities.

The ability of the Trustees to determine the liquidity of certain restricted
securities is permitted under the Securities and Exchange commission ("SEC")
Staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive safe harbor for
certain secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides an
exemption from registration for resales of otherwise restricted securities to
qualified institutional buyers. The Rule was expected to further enhance the
liquidity of the secondary market for securities eligible for resale under Rule
144A. The Portfolios believe that the Staff of the SEC has left the question of
determining the liquidity of all restricted securities to the Trustees. The
Trustees consider the following criteria in determining the liquidity of certain
restricted securities:

 the frequency of trades and quotes for the security;

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

 dealer undertakings to make a market in the security; and

 the nature of the security and the nature of the marketplace trades.


Weighted Average Portfolio Duration

Duration is a commonly used measure of the potential volatility of the price of
a debt security, or the aggregate market value of a portfolio of debt
securities, prior to maturity. Duration measures the magnitude of the change in
the price of a debt security relative to a given change in the market rate of
interest. The duration of a debt security depends on three primary variables:
the security's coupon rate, maturity date, and level of market interest rates
for similar debt securities. Generally, debt securities with lower coupons or
longer maturities will have a longer duration than securities with higher
coupons or shorter maturities.

Duration is calculated by dividing the sum of the time-weighted values of cash
flows of a security or portfolio of securities, including principal and interest
payments, by the sum of the present values of the cash flows. Certain debt
securities, such as asset-backed securities, may be subject to prepayment at
irregular intervals. The duration of these instruments will be calculated based
upon assumptions established by the investment adviser as to the probable amount
and sequence of principal prepayments.


Mathematically, duration is measured as follows:

<TABLE>
<S>                     <C>          <C>        <C>          <C>        <C>          <C>        <C>        <C>        <C>
                        PVCF1(1)                PVCF2(2)                PVCF3(3)                                      PVCFn(n)
Duration p              ----------     +        ----------     +        ----------     +         . . .       +        -----------
                        PVTCF                   PVTCF                   PVTCF                                         PVTCF
</TABLE>

where

<TABLE>
<C>        <C>          <S>
    PVCFt  p            the present value of the cash flow in period t discounted at the prevailing yield-to-maturity
        t  p            the period when the cash flow is received
        n  p            remaining number of periods until maturity
                        total present value of the cash flow from the bond where the present value is determined using the
    PVTCF  p            prevailing yield-to-maturity
</TABLE>

Investment Limitations
- --------------------------------------------------------------------------------

     Issuing Senior Securities and Borrowing Money

       A Portfolio will not issue senior securities, except that it may borrow
       money directly or through reverse repurchase agreements in amounts up to
       one-third of the value of its total assets, including the amount
       borrowed, and except to the extent that a Portfolio may enter into
       futures contracts.

       A Portfolio will not borrow money or engage in reverse repurchase
       agreements except as a temporary, extraordinary, or emergency measure or
       to facilitate management of the Portfolio by enabling it to meet
       redemption requests when the liquidation of portfolio securities is
       deemed to be inconvenient or disadvantageous. A Portfolio will not
       purchase any securities while any borrowings in excess of 5% of its total
       assets are outstanding.

     Investing in Commodities

       The Portfolios will not invest in commodities, except that the Portfolios
       reserve the right to engage in transactions involving financial futures
       contracts, options, and forward contracts with respect to foreign
       securities or currencies.

     Investing in Real Estate

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

     Concentration of Investments

       A Portfolio will not invest 25% or more of the value of its total assets
       in any one industry (other than securities issued by the U.S. government,
       its agencies, or instrumentalities).

     Underwriting

       A Portfolio 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 which the Portfolio may purchase
       in accordance with its investment objective, policies, and limitations.

     Selling Short and Buying on Margin

       The Portfolios will not sell any securities short or purchase any
       securities on margin, but may obtain such short-term credits as may be
       necessary for clearance of purchases and sales of portfolio securities. A
       deposit or payment by a Portfolio of initial or variation margin in
       connection with financial futures contracts or related options
       transactions is not considered the purchase of a security on margin.

     Diversification of Investments

       With respect to securities comprising 75% of the value of its total
       assets, a Portfolio 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 or if it would own more than 10% of the
       outstanding voting securities of such issuer. (For purposes of this
       limitation a Portfolio 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").

     Pledging Assets

       The Portfolios will not mortgage, pledge, or hypothecate any assets
       except to secure permitted borrowings. In those cases, a Portfolio may
       pledge assets having a market value not exceeding the lesser of the
       dollar amounts borrowed or 15% of the value of total assets at the time
       of the pledge. For purposes of this limitation, the following are not
       deemed to be pledges: margin deposits for the purchase and sale of
       financial futures contracts and related options; and segregation of
       collateral arrangements made in connection with options activities or the
       purchase of securities on a when-issued basis.

     Lending Cash or Securities

       A Portfolio will not lend any of its assets except portfolio securities.
       This shall not prevent the purchase or holding of U.S. government
       obligations, corporate bonds, debentures, notes, certificates of
       indebtedness, or other debt securities of any issuer, repurchase
       agreements, or other transactions which are permitted by the Portfolios'
       respective investment objectives, policies, or Declaration of Trust.

The above investment limitations cannot be changed with respect to a Portfolio
without approval of that Portfolio's shareholders. The following limitations may
be changed by the Trustees without shareholder approval. Shareholders will be
notified before any material change in these limitations becomes effective.

     Investing in Restricted Securities

       A Portfolio will not invest more than 10% of its total assets in
       securities subject to restrictions on resale under the Securities Act of
       1933, except for commercial paper issued under Section 4(2) of the
       Securities Act of 1933 and certain other restricted securities which meet
       the criteria for liquidity as established by the Trustees. In order to
       comply with registration requirements of a certain state, each Portfolio
       has agreed to limit its investment in restricted securities to 5% of its
       total assets. If state requirements change, this policy may be changed
       without notice to shareholders.

     Investing in Illiquid Securities

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

     Investing in Minerals

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

     Investing in Warrants

       A Portfolio will not invest more than 5% of its net assets in warrants,
       including those acquired in units or attached to other securities. To
       comply with certain state restrictions, each Portfolio will limit its
       investments in such warrants not listed on the New York or American Stock
       Exchanges to 2% of its net assets. (If state restrictions change, this
       latter restriction may be revised without notice to shareholder.) For
       purposes of this investment restriction, warrants will be valued at the
       lower of cost or market, except that warrants acquired by a Portfolio in
       units with or attached to securities may be deemed to be without value.

     Investing in Put Options

       A Portfolio will not purchase put options on securities, unless the
       securities are held in the Portfolio's portfolio or unless the Portfolio
       is entitled to them in deliverable form without further payment or after
       segregating cash in the amount of any further payment.

     Writing Covered Call Options

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

     Investment in Securities of Other Investment Companies

       A Portfolio will limit its investment in other investment companies to no
       more than 3% of the total outstanding voting stock of any investment
       company, will invest no more than 5% of total assets in any one
       investment company, and will invest no more than 10% of its total assets
       in investment companies in general. A Portfolio 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. It should be
       noted that investment companies incur certain expenses such as
       management fees, and, therefore, any investment by a Portfolio in
       shares of another investment company would be subject to such duplicate
       expenses.

     Investing in New Issuers

       A Portfolio will not invest more than 5% of the value of its total assets
       in securities of issuers which have records of less than three years of
       continuous operations, including the operation of any predecessor.

     Investing in Issuers Whose Securities are Owned by Officers and Trustees of
     the Trust

       A Portfolio will not purchase or retain the securities of any issuer if
       the officers and Trustees of the Trust, the investment adviser, or a
       sub-adviser owning individually more than 1/2 of 1% of the issuer's
       securities, together own more than 5% of the issuer's securities.

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.

No Portfolio expects to borrow money in excess of 5% of the value of its net
assets during the coming fiscal year.

Managed Series Trust Management
- --------------------------------------------------------------------------------

Officers and Trustees

Officers and Trustees are listed with their addresses, principal occupations,
and present positions, including any affiliation with Federated Management,
Federated Investors, Federated Securities Corp., Federated Services Company,
Federated Administrative Services, Inc., and the Funds (as defined below).

<TABLE>
<CAPTION>
                                   Positions with        Principal Occupations
Name and Address                   the Trust             During Past Five Years
<S>                                <C>                   <C>
John F. Donahue\*                  Chairman and          Chairman and Trustee, Federated Investors; Chairman and Trustee,
Federated Investors Tower          Trustee               Federated Advisers, Federated Management, and Federated Research;
Pittsburgh, PA                                           Director, AEtna Life and Casualty Company; Chief Executive Officer and
                                                         Director, Trustee, or Managing General Partner of the Funds; formerly,
                                                         Director, The Standard Fire Insurance Company. Mr. Donahue is the father
                                                         of J. Christopher Donahue, Vice President of the Trust.

John T. Conroy, Jr.                Trustee               President, Investment Properties Corporation; Senior Vice-President,
Wood/IPC Commercial                                      John R. Wood and Associates, Inc., Realtors; President, Northgate
Department                                               Village Development Corporation; General Partner or Trustee in private
John R. Wood and                                         real estate ventures in Southwest Florida; Director, Trustee, or
Associates, Inc., Realtors                               Managing General Partner of the Funds; formerly, President, Naples
3255 Tamiami Trail North                                 Property Management, Inc.
Naples, FL

William J. Copeland                Trustee               Director and Member of the Executive Committee, Michael Baker, Inc.;
One PNC Plaza--23rd                                      Director, Trustee, or Managing General Partner of the Funds; formerly,
Floor                                                    Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and
Pittsburgh, PA                                           Director, Ryan Homes, Inc.

James E. Dowd                      Trustee               Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
571 Hayward Mill Road                                    Trustee, or Managing General Partner of the Funds; formerly, Director,
Concord, MA                                              Blue Cross of Massachusetts, Inc.

Lawrence D. Ellis, M.D.            Trustee               Hematologist, Oncologist, and Internist, Presbyterian and Montefiore
3471 Fifth Avenue                                        Hospitals; Clinical Professor of Medicine and Trustee, University of
Suite 1111                                               Pittsburgh; Director, Trustee, or Managing General Partner of the Funds.
Pittsburgh, PA

Edward L. Flaherty, Jr.\           Trustee               Attorney-at-law; Partner, Meyer and Flaherty; Director, Eat'N Park
5916 Penn Mall                                           Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Pittsburgh, PA                                           Trustee, or Managing General Partner of the Funds; formerly, Counsel,
                                                         Horizon Financial, F.A., Western Region.

Peter E. Madden                    Trustee               Consultant; State Representative, Commonwealth of Massachusetts;
225 Franklin Street                                      Director, Trustee, or Managing General Partner of the Funds; formerly,
Boston, MA                                               President, State Street Bank and Trust Company and State Street Boston
                                                         Corporation and Trustee, Lahey Clinic Foundation, Inc.

Gregor F. Meyer                    Trustee               Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
5916 Penn Mall                                           Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing
Pittsburgh, PA                                           General Partner of the Funds; formerly, Vice Chairman, Boston Financial,
                                                         F.A.

Wesley W. Posvar                   Trustee               Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
1202 Cathedral of                                        Endowment for International Peace, RAND Corporation, Online Computer
Learning                                                 Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho Slovak
University of Pittsburgh                                 Management Center; Director, Trustee, or Managing General Partner of the
Pittsburgh, PA                                           Funds; President Emeritus, University of Pittsburgh; formerly, Chairman,
                                                         National Advisory Council for Environmental Policy and Technology.

Marjorie P. Smuts                  Trustee               Public relations/marketing consultant; Director, Trustee, or Managing
4905 Bayard Street                                       General Partner of the Funds.
Pittsburgh, PA

Glen R. Johnson*                   President and         Trustee, Federated Investors; President and/or Trustee of some of the
Federated Investors Tower          Trustee               Funds; staff member, Federated Securities Corp. and Federated
Pittsburgh, PA                                           Administrative Services, Inc.

J. Christopher Donahue             Vice President        President and Trustee, Federated Investors; Trustee, Federated Advisers,
Federated Investors Tower                                Federated Management, and Federated Research; President and Director,
Pittsburgh, PA                                           Federated Administrative Services, Inc.; Trustee, Federated Services
                                                         Company; President or Vice President of the Funds; Director, Trustee, or
                                                         Managing General Partner of some of the Funds. Mr. Donahue is the son of
                                                         John F. Donahue, Chairman and Trustee of the Trust.

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

Edward C. Gonzales                 Vice President        Vice President, Treasurer, and Trustee, Federated Investors; Vice
Federated Investors Tower          and Treasurer         President and Treasurer, Federated Advisers, Federated Management, and
Pittsburgh, PA                                           Federated Research; Trustee, Federated Services Company; Executive Vice
                                                         President, Treasurer, and Director, Federated Securities Corp.;
                                                         Chairman, Treasurer and Director Federated Administrative Services,
                                                         Inc.; Trustee or Director of some of the Funds; Vice President and
                                                         Treasurer of the Funds.

John W. McGonigle                  Vice President        Vice President, Secretary, General Counsel, and Trustee, Federated
Federated Investors Tower          and Secretary         Investors; Vice President, Secretary, and Trustee, Federated Advisers,
Pittsburgh, PA                                           Federated Management, and Federated Research; Trustee, Federated
                                                         Services Company; Executive Vice President, Secretary, and Director,
                                                         Federated Administrative Services, Inc.; Director and Executive Vice
                                                         President, Federated Securities Corp.; Vice President and Secretary of
                                                         the Funds.

John A. Staley, IV                 Vice President        Vice President and Trustee, Federated Investors; Executive Vice
Federated Investors Tower                                President, Federated Securities Corp.; President and Trustee, Federated
Pittsburgh, PA                                           Advisers, Federated Management, and Federated Research; Vice President
                                                         of the Funds; Director, Trustee, or Managing General Partner of some of
                                                         the Funds; formerly, Vice President, The Standard Fire Insurance Compa-
                                                         ny and President of its Federated Research Division.
</TABLE>

*This Trustee is deemed to be an "interested person" of the Trust as defined in
 the Investment Company Act of 1940.

\Member of the Trust's Executive Committee. The Executive Committee of the Board
 of Trustees handles the responsibilities of the Board of Trustees between
 meetings of the Board.

The Funds


"The Funds" and "Funds" mean the following investment companies: A. T. Ohio
Tax-Free Money Fund; American Leaders Fund, Inc.; Annuity Management Series;
Automated Cash Management Trust; Automated Government Money Trust; The Boulevard
Funds; California Municipal Cash Trust; Cash Trust Series II; Cash Trust Series,
Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; FT
Series, Inc.; Federated ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated Growth Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Intermediate Government Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Intermediate Government Trust;
Federated Short-Term U.S. Government Trust; Federated Stock Trust; Federated
Tax-Free Trust; Federated U.S. Government Bond Fund; First Priority Funds; Fixed
Income Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S.
Government Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; Investment Series Funds, Inc.; Investment Series
Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty Term Trust, Inc.--1999; Liberty
U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash
Trust; Mark Twain Funds; Money Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income Trust; New York Municipal
Cash Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust;
Signet Select Funds; Star Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial Institutions; Trust for
Government Cash Reserves; Trust for Short-Term U.S. Government Securities; and
Trust for U.S. Treasury Obligations.


Trust Ownership

Officers and Trustees own less than 1% of the shares of the Trust.

Trustee Liability

The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.

Investment Advisory Services
- --------------------------------------------------------------------------------

Adviser to the Trust

The Trust's investment adviser is Federated Management (the "Adviser"). It is a
subsidiary of Federated Investors. All of the voting securities of Federated
Investors are owned by a trust, the trustees of which are John F. Donahue, his
wife, and his son, J. Christopher Donahue. John F. Donahue, Chairman and Trustee
of Federated Management, is Chairman and Trustee, Federated Investors and
Chairman and Trustee of the Trust. John A. Staley, IV, President and Trustee,
Federated Management, is Vice President and Trustee, Federated Investors;
Executive Vice President, Federated Securities Corp.; and Vice President of the
Trust. J. Christopher Donahue, Trustee of Federated Management, is President and
Trustee, Federated Investors; Trustee, Federated Services Company; President and
Director, Federated Administrative Services, Inc.; and Vice President of the
Trust. John W. McGonigle, Vice President, Secretary, and Trustee of Federated
Management, is Trustee, Vice President, Secretary, and General Counsel,
Federated Investors; Trustee, Federated Services Company; Executive Vice
President, Secretary and Director, Federated Administrative Services, Inc.;
Executive Vice President and Director, Federated Securities Corp.; and Vice
President and Secretary of the Trust.


Henry J. Gailliot, Ph.D., is the investment adviser's economist and strategist.
Dr. Gailliot joined Federated Investors in 1972 and is Senior Vice
President-Economist, Federated Research Corp. and Chairman, Federated Investment
Counseling. His responsibilities include the development of Federated's economic
outlook, as well as Federated's investment policy outlook for the equity and
debt markets. Dr. Gailliot graduated with an M.S. in Industrial Administration
from Carnegie Institute of Technology and received a Ph.D. in Economics from
Carnegie Mellon University.


The Adviser shall not be liable to the Trust, the Portfolios, or any shareholder
of the Portfolios for any losses that may be sustained in the purchase, holding,
or sale of any security, or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the Trust.

Advisory Fees

For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus of each Portfolio.

     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 aPortfolio'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
       Portfolio for its expenses over the limitation.

       If the Portfolios' 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.

Other Related Services

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

Administrative Services
- --------------------------------------------------------------------------------

Federated Administrative Services, Inc., a subsidiary of Federated Investors,
provides administrative personnel and services to the Portfolios for a fee as
described in the prospectus of each Portfolio.

John A. Staley, IV, an officer and Trustee of the Trust, and Dr. Henry J.
Gailliot, an officer of the Federated Management, the Adviser to the Trust, hold
approximately 15% and 20%, respectively, of the outstanding common stock and
serve as Directors of Commercial Data Services, Inc., a company which provides
computer processing services to Federated Administrative Services, Inc.

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 that are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.

The Adviser may select brokers who offer brokerage and research services. These
services may be furnished directly to the Portfolios or to the Adviser and may
include:

 advice as to the advisability of investing in securities;

 security analysis and reports;

 economic studies;

 industry studies;

 receipt of quotations for portfolio evaluations; and

 similar services.

The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers that offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relationship to the value of the brokerage and
research services provided.

Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising Federated funds and other
accounts. To the extent that receipt of these services may supplant services for
which the Adviser or its affiliates might otherwise have paid, it would tend to
reduce their expenses.

Purchasing Shares
- --------------------------------------------------------------------------------

Shares of the Portfolios are sold at the net asset value on days that the New
York Stock Exchange is open for business. The procedure for purchasing shares of
the Portfolios is explained in each Portfolio's respective prospectus under
"Investing in Institutional Service Shares" or "Investing in Select Shares."

Shareholder Servicing Plan

The Trust has adopted a Shareholder Servicing Plan (the "Services Plan") with
respect to the Institutional Service Shares and Select Shares of each Portfolio.
Pursuant to the Services Plan, financial institutions will enter into
shareholder service agreements with the Portfolios to provide administrative
support services to their customers who from time to time may be owners of
record or beneficial owners of shares of one or more Portfolios. In return for
providing these support services, a financial institution may receive payments
from one or more Portfolios at a rate not exceeding .25% of the average daily
net assets of the Select Shares of the particular Portfolio or Portfolios
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. The Services Plan
is designed to stimulate financial institutions to render administrative support
services to the Portfolios and their shareholders. These administrative support
services include, but are not limited to, the following functions: providing
office space, equipment, telephone facilities, and various personnel, including
clerical, supervisory, and computer, 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 regarding the Portfolios; assisting clients
in changing dividend options, account designations and addresses; and providing
such other services as the Portfolios reasonably request.

Among the benefits the Trustees expects to achieve in adopting the Services Plan
are the following: (1) an efficient and effective administrative system; (2) a
more efficient use of shareholder assets by having them rapidly invested in the
Portfolios, through an automatic transfer of funds from a demand deposit account
to an investment account, with a minimum of delay and administrative detail; and
(3) an efficient and reliable shareholder records system and prompt responses to
shareholder requests and inquiries concerning their accounts.

In addition to receiving payments under the Services Plan, financial
institutions may be compensated by the Adviser, the administrator, or affiliates
thereof for providing administrative support services to holders of Select
Shares of the Portfolios. These payments will be made directly by the Adviser or
administrator and will not be made from the assets of any of the Portfolios.

Distribution Plan (Select Shares)

With respect to the Select Shares of the Portfolios, the Trust has adopted a
Plan pursuant to Rule 12b-1, which was promulgated by the SEC under the
Investment Company Act of 1940. The Plan provides for payment of fees to the
distributor to finance any activity that is principally intended to result in
the sale of Select Shares of the Portfolios. Such activities may include the
advertising and marketing of Select Shares; preparing, printing and distributing
prospectuses and sales literature to prospective shareholders, brokers or
administrators; and implementing and operating the Plan. Pursuant to the Plan,
the distributor may pay fees to brokers for distribution services as to Select
Shares.

The Trustees expect that the adoption of the Plan will result in the sale of a
sufficient number of Select Shares of the Portfolios as to allow each Portfolio
to achieve economic viability. It is also anticipated that an increase in the
size of each Portfolio will facilitate more efficient portfolio management and
assist each Portfolio in seeking to achieve its investment objective.

Conversion to Federal Funds

It is each Portfolio's policy to be as fully invested as possible so that
maximum income may be earned. To this end, all payments from shareholders must
be in federal funds or be converted into federal funds. 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 each Portfolio are described in the prospectus. Net asset value
will not be calculated on days on which the New York Stock Exchange is closed.

Determining Market Value of Securities

Market values of each Portfolio's portfolio securities are determined as
follows:

 for equity securities, according to the last sale price in the market in which
 they are primarily traded (either a national securities exchange or the
 over-the-counter market), if available;

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

 for bonds and other fixed-income securities, as determined by an independent
 pricing service;

 for short-term obligations, according to the prices as furnished by an
 independent pricing service;

 for short-term obligations with maturities of less than 60 days, at amortized
 cost, or at fair value as determined in good faith by the Trustees; and

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

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider yield, quality, coupon
rate, maturity, type of issue, trading characteristics, and other market data.

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

Trading in Foreign Securities

Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange. In computing the net asset value, the
Portfolios value foreign securities at the latest closing price on the exchange
on which they are traded immediately prior to the closing of the New York Stock
Exchange. Certain foreign currency exchange rates may also be determined at the
latest rate prior to the closing of the New York Stock Exchange. Foreign
securities quoted in foreign currencies are translated into U.S. dollars at
current rates. Occasionally, events that affect these values and exchange rates
may occur between the times at which they are determined and the closing of the
New York Stock Exchange. If such events materially affect the value of portfolio
securities, these securities may be valued at their fair value as determined in
good faith by the Trustees, although the actual calculation may be done by
others.

Redeeming Shares
- --------------------------------------------------------------------------------

The Portfolios redeem shares at the next computed net asset value after the
particular Portfolio receives the redemption request. Redemption procedures are
explained in the prospectus under the section entitled "Redeeming Shares."

Because portfolio securities of the Portfolios may be traded on foreign
exchanges which trade on Saturdays or on holidays on which the Portfolios will
not make redemptions, the net asset value of Shares of the Portfolios may be
significantly affected on days when shareholders do not have an opportunity to
redeem their Shares.

Redemption in Kind

Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the respective Portfolio's investment portfolio.
To the extent available, such securities will be readily marketable.

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

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

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.

Tax Status
- --------------------------------------------------------------------------------

The Portfolios' Tax Status

The Portfolios expect to pay no federal income tax because they expect to meet
the requirements of Subchapter M of the Internal Revenue Code, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, each
Portfolio must, among other requirements:

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

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

 invest in securities within certain statutory limits; and

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

However, the Portfolios may invest in the stock of certain foreign corporations
which would constitute a Passive Foreign Investment Company (PFIC). Federal
income taxes may be imposed on the Portfolios upon disposition of PFIC
investments.

Each Portfolio will be treated as a single, separate entity for federal income
tax purposes so that income and losses (including capital gains and losses)
realized by a Portfolio will not be combined for tax purposes with income and
losses realized by any of the other Portfolios.

Foreign Taxes

Investment income on certain foreign securities in which the Portfolios may
invest may be subject to foreign withholding or other taxes that could reduce
the return on these securities. Tax treaties between the United States and
foreign countries, however, may reduce or eliminate the amount of foreign taxes
to which the Portfolios would be subject.

Shareholders' Tax Status

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. The dividends received deduction for
corporations will apply to ordinary income distributions to the extent the
distribution represents amounts that would qualify for the dividends received
deduction to a particular fund if that fund were a regular corporation and to
the extent designed by a fund as so qualifying. These dividends, and any
short-term capital gains, are taxable as ordinary income.

     Capital Gains

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

Total Return
- --------------------------------------------------------------------------------

The average annual total return for the Portfolios 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 compounded by multiplying the number of shares owned at the end of the period
by the offering price per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000, adjusted over the period by any additional
shares, assuming the monthly reinvestment of all dividends and distributions.

Yield
- --------------------------------------------------------------------------------

The yield for both classes of each Portfolio is determined by dividing the net
investment income per share (as defined by the SEC) earned by the particular
Portfolio over a thirty-day period by the maximum offering price per share of
the particular Portfolio 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 particular Portfolio
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 charge fees in connection with
services provided in conjunction with an investment in a Portfolio, the
performance will be reduced for those shareholders paying those fees.

Performance Comparisons
- --------------------------------------------------------------------------------

Each Portfolio's performance of both classes of shares depends upon such
variables as:

 portfolio quality;

 average portfolio maturity;

 type of instruments in which the particular Portfolio is invested;

 changes in the expenses of the Trust, the particular Portfolio or either class
 of shares; and

 various other factors.

Each Portfolio'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 for each class of the Portfolios.

Investors may use financial publications and/or indices to obtain a more
complete view of a Portfolio's performance of either class of shares. When
comparing performance of either class of shares, 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 a Portfolio uses in advertising may include:

 Lipper Analytical Services, Inc., ranks funds in various fund categories by
 making competitive calculations using total return. Total return assumes the
 reinvestment of all capital gains distributions and income dividends and takes
 into account any change in net asset value over a specified period of time.
 From time to time, a Portfolio will quote its Lipper ranking in advertising and
 sales literature.

 Standard & Poor's Utility Index is an unmanaged index of common stocks from
 forty different utilities. This index indicates daily changes in the price of
 the stocks. The index also provides figures for changes in price from the
 beginning of the year to date and for a twelve-month period.

 Standard & Poor's Daily Stock Price Index of 500 Common Stocks, a composite
 index of common stocks in industry, transportation, and financial and public
 utility companies, can be used to compare to the total returns of funds whose
 portfolios are invested primarily in common stocks. In addition, the Standard &
 Poor's index assumes reinvestments of all dividends paid by stocks listed on
 its index. Taxes due on any of these distributions are not included, nor are
 brokerage or other fees calculated in the Standard & Poor's figures.


 Standard & Poor's Small Stock Index, an index which is expected to be formally
 launched at the end of the first quarter of 1994, will probably be market
 weighted and consist of 600 hundred stocks of companies having between $100
 million and $1 billion in market capitalization.


 Europe, Australia, and Far East (EAFE) is a market capitalization weighted
 foreign securities index, which is widely used to measure the performance of
 European, Australian, New Zealand and Far Eastern stock markets. The index
 covers approximately 1,020 companies drawn from 18 countries in the above
 regions. The index values its securities daily in both U.S. dollars and local
 currency and calculates total returns monthly. EAFE U.S. dollar total return is
 a net dividend figure less Luxembourg withholding tax. The EAFE is monitored by
 Capital International, S.A., Geneva, Switzerland.

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

 Lehman Brothers Treasury Intermediate Bond Index (U.S. Dollars) is an index
 composed of all bonds covered by the Lehman Brothers Treasury Bond Index with
 maturities between one and 9.9 years. Total return comprises price
 appreciation/depreciation and income as a percentage of the original
 investment. Indexes are rebalanced monthly by market capitalization.

 Lehman Brothers Treasury Long-Term Bond Index (U.S. Dollars) is an index
 composed of all bonds covered by the Lehman Brothers Treasury Bond Index with
 maturities of 10 years or greater. Total return comprises price
 appreciation/depreciation and income as a percentage of the original
 investment. Indexes are rebalanced monthly by market capitalization.

 J.P. Morgan Global Non-U.S. Government Bond Index is a total return, market
 capitalization weighted index, rebalanced monthly consisting of the following
 countries: Australia, Belgium, Canada, Denmark, France, Germany, Italy, Japan,
 Netherlands, Spain, Sweden and United Kingdom.

 Lehman Brothers Corporate Intermediate Bond Index (U.S. Dollars) is a subset of
 the Lehman Brothers Corporate Bond Index covering all corporate, publicly
 issued, fixed-rate, nonconvertible U.S. debt issues rated at least Baa with at
 least $50 million principal outstanding and maturity less than 10 years.

 Lehman Brothers Corporate B Index is an index composed of all bonds covered by
 Lehman Brothers High Yield Index rated "B" by Moody's Investors Service. Bonds
 have a minimum amount outstanding of $100 million and at least one year to
 maturity. Total return comprises price appreciation/depreciation and income as
 a percentage of the original investment. Indexes are rebalanced monthly by
 market capitalization.

 Lehman Brothers Mortgage-Backed Securities Index includes 15-and 30-year
 fixed-rate securities backed by mortgage pools of the Government National
 Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC),
 and Federal National Mortgage Corporation (FNMA). Graduated payment mortgages
 (GPMs) and balloons are included in the index.


Advertisements and other sales literature for both classes of shares of the
Portfolios may quote total returns which are calculated on non-standardized base
periods. The total returns represent the historic change in the value of an
investment in either class of shares of the Portfolios based on monthly or
quarterly, as applicable, reinvestment of dividends over a specified period of
time.


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