MANAGED SERIES TRUST
N-30D, 1995-02-07
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Federated Managed Income Fund

[Logo]
Lifecycle Investing
From Federated Investors

Institutional Service Shares

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

Other funds available in Managed
Series Trust are Fund, Federated
Managed Growth and Income
Fund, Federated Managed Growth Fund, and Federated
Managed Aggressive Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of


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 January 31, 1995, 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 January 31, 1995

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

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

FINANCIAL HIGHLIGHTS                                                           2

- ------------------------------------------------------
GENERAL INFORMATION                                                            3
- ------------------------------------------------------
INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------
  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 4
      Mortgage-Backed Securities                                               5
      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
         Investment Risks                                                      5
      Foreign Bonds                                                            6
    Equity Asset Categories                                                    6
      Large Company Stocks                                                     6
      Utility Stocks                                                           6
      Small Company Stocks                                                     6
      Foreign Stocks                                                           6
      Equity Reserves                                                          7
    Acceptable Investments                                                     7
      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
      Equity Securities                                                        9
      Foreign Securities                                                      10
         Investment Risks                                                     10
      Equity Reserves                                                         10
         Repurchase Agreements                                                10
      Convertible Securities                                                  10
    Investing in Securities of Other
      Investment Companies                                                    11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed Delivery
      Transactions                                                            11
    Lending of Portfolio Securities                                           11
    Foreign Currency Transactions                                             12
      Currency Risks                                                          12
    Forward Foreign Currency Exchange
      Contracts                                                               12
    Options                                                                   13
    Futures and Options on Futures                                            13
      Risks                                                                   14
    Portfolio Turnover                                                        14
  Investment Limitations                                                      14
TRUST INFORMATION                                                             15
- ------------------------------------------------------
  Management of the Trust                                                     15
    Board of Trustees                                                         15
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    15
  Distribution of Institutional Service Shares                                17
  Administration of the Fund                                                  18
    Administrative Services                                                   18
    Shareholder Services Plan                                                 18
    Other Payments to
      Financial Institutions                                                  18
    Custodian                                                                 18
    Transfer Agent and Dividend
      Disbursing Agent                                                        18

    Independent Public Accountants                                            18

  Brokerage Transactions                                                      19
  Expenses of the Fund and Institutional
    Service Shares                                                            19
NET ASSET VALUE                                                               19
- ------------------------------------------------------
INVESTING IN INSTITUTIONAL SERVICE SHARES                                     20
- ------------------------------------------------------
  Share Purchases                                                             20
    Through a Financial Institution                                           20
    By Wire                                                                   20
    By Mail                                                                   20
  Minimum Investment Required                                                 20
  What Shares Cost                                                            21
  Subaccounting Services                                                      21
  Systematic Investment Program                                               21
  Certificates and Confirmations                                              21
  Dividends                                                                   21
  Capital Gains                                                               22
REDEEMING INSTITUTIONAL SERVICE SHARES                                        22
- ------------------------------------------------------
  Through a Financial Institution                                             22
  Telephone Redemption                                                        22
  Written Requests                                                            22
    Signatures                                                                23
    Receiving Payment                                                         23
  Systematic Withdrawal Program                                               23
  Accounts with Low Balances                                                  23
SHAREHOLDER INFORMATION                                                       24
- ------------------------------------------------------
  Voting Rights                                                               24
  Massachusetts Partnership Law                                               24
TAX INFORMATION                                                               24
- ------------------------------------------------------
  Federal Income Tax                                                          24
  Pennsylvania Corporate and
    Personal Property Taxes                                                   25
PERFORMANCE INFORMATION                                                       25
- ------------------------------------------------------
OTHER CLASSES OF SHARES                                                       25
- ------------------------------------------------------
  Financial Highlights--Select Shares                                         27
FINANCIAL STATEMENTS                                                          28
- ------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      47
- ------------------------------------------------------
APPENDIX                                                                      48
- ------------------------------------------------------

ADDRESSES                                                                     51


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


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 average net assets)
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee.................................................................................................       None
Total Other Expenses (after expense reimbursement)........................................................       0.75%
    Shareholder Services Fee (after waiver) (2)................................................       0.00%
         Total Institutional Service Shares Operating Expenses............................................       0.75%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver 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 maximum shareholder services fee is 0.25%.



(3) The Total Institutional Service Shares Operating Expenses in the table above
    are based on expenses expected during the fiscal year ending November 30,
    1995. The Total Institutional Service Shares Operating Expenses were 0.67%
    for the fiscal year ended November 30, 1994 and would have been 1.68% absent
    the voluntary waiver of the management fee and the voluntary reimbursement
    of certain other operating expenses.



    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of 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.



    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."



FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 47.


<TABLE>
<CAPTION>
                                                                                               PERIOD ENDED
                                                                                            NOVEMBER 30, 1994*
<S>                                                                                     <C>
- --------------------------------------------------------------------------------------  ---------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                $10.00
- --------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- --------------------------------------------------------------------------------------
  Net investment income                                                                               0.31
- --------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                               (0.25)
- --------------------------------------------------------------------------------------             -------
  Total from investment operations                                                                    0.06
- --------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- --------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                               (0.30)
- --------------------------------------------------------------------------------------             -------
NET ASSET VALUE, END OF PERIOD                                                                     $  9.76
- --------------------------------------------------------------------------------------             -------
TOTAL RETURN**                                                                                        0.55%
- --------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- --------------------------------------------------------------------------------------
  Expenses                                                                                            0.67%(a)
- --------------------------------------------------------------------------------------
  Net investment income                                                                               6.02%(a)
- --------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                    1.01%(a)
- --------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                                                     $34,692
- --------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                              153%
- --------------------------------------------------------------------------------------
</TABLE>


  * Reflects operations for the period from May 25, 1994 (date of initial public
investment) to
   November 30, 1994. For the period from the start of business, January 18,
1994 to May 24, 1994, the net investment income was distributed to the Trust's
   adviser.



 ** 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.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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 equities. 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 equities. The
Fund's ability to invest a portion of its assets in equities offers the
opportunity for higher return than other income-



oriented funds. The equities asset categories are large company stocks, utility
stocks, small company stocks, foreign stocks, and equity reserves.


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>
<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                      0-10%
Foreign Bonds                                   0-10%
EQUITIES                                       10-30%
Large Company Stocks                            0-30%
Utility Stocks                                  0-15%
Small Company Stocks                             0-3%
Foreign Stocks                                   0-3%
Equity Reserves                               0-12.5%
</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 prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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. 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.

     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 ten 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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to ten percent of its total assets in foreign bonds.



EQUITY ASSET CATEGORIES.  The portion of the Fund's assets which is invested in
equities 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 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of

     the asset category ranges. The Fund may invest up to three percent of its
     total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is available, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 12.5 percent of its total assets in equity 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 an 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 or 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 Ratings Group (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.

     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.

     EQUITY RESERVES.  The Fund's equity 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.

     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common stock at the option of the holder during a
     specified time period. Convertible securities may take the form of
     convertible preferred stock, convertible bonds or debentures, units
     consisting of "usable" bonds and warrants or a combination of the features
     of several of these securities.


     The investment characteristics of each convertible security vary widely,
     which allows convertible securities to be employed for different investment
     objectives. The adviser may treat convertible securities as large company
     stocks, small company stocks, or high yield bonds for purposes of the asset
     category ranges, depending upon current market conditions, including the
     relationship of the then-current price to the conversion price. The
     convertible securities in which the Fund invests may be rated "high yield"
     or of comparable quality at the time of purchase.


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


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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at



a desirable price. In addition, in the event that a borrower of securities would
file for bankruptcy or become insolvent, disposition of the securities may be
delayed pending court action.


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. The Fund will not
invest more than 3% of its total assets in forward foreign currency exchange
contracts.


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. Interest rate
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 utilize stock index futures to
handle cash flows into and out of the Fund and to potentially reduce
transactional costs.

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 $70 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 Fund 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 and has been
     a Vice President of the Fund's investment adviser since January, 1994.
     Prior to this, Mr. Bauer served 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 senior 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.



     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Management
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.


     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser since 1994. From
     1992 until 1994, Mr. Grefenstett acted as an investment analyst. Mr.
     Grefenstett was a credit analyst at Westinghouse Credit Corp. from 1990
     until 1992, and an investment officer at Pittsburgh National Bank from 1987
     until 1990. Mr. Grefenstett is a Chartered Financial Analyst and received
     his M.B.A. in Finance from Carnegie Mellon University.

     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.

     Thomas M. Franks is the portfolio manager for the equity 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.

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, 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.

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.

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.

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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

BROKERAGE TRANSACTIONS

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

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 reserve the right to allocate certain other expenses to holders of
Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Shares; fees under the Fund's
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.
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: Federated Services Company, c/o 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. As of January 11, 1995, IU & Co. of
Columbus, Indiana, acting in various capacities for numerous accounts, was the
owner of record of 111,385.0560 Select Shares (32.617%) 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.


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 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 and
shareholder service expenses borne by shares of each respective class.

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


FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 47.


<TABLE>
<CAPTION>
                                                                                                  PERIOD ENDED
                                                                                               NOVEMBER 30, 1994*
<S>                                                                                          <C>
- -------------------------------------------------------------------------------------------  -----------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                                   $10.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                  0.28
- -------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency
  transactions, and futures contracts                                                                   (0.25)
- -------------------------------------------------------------------------------------------           -------
  Total from investment operations                                                                       0.03
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                  (0.26)
- -------------------------------------------------------------------------------------------           -------
NET ASSET VALUE, END OF PERIOD                                                                        $  9.77
- -------------------------------------------------------------------------------------------           -------
TOTAL RETURN**                                                                                           0.26%
- -------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------
  Expenses                                                                                               1.42%(a)
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                  5.24%(a)
- -------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                       1.26%(a)
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                                                         $3,198
- -------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                 153%
- -------------------------------------------------------------------------------------------
</TABLE>


 * Reflects operations for the period from May 25, 1994 (date of initial public
investment) to
   November 30, 1994. For the period from the start of business, January 27,
1994 to May 24, 1994, the net investment income was distributed to the Trust's
   adviser.



 ** 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.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED INCOME FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
                                                                                     STOCKS--12.0%
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--5.9%
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.4%
                 ----------------------------------------------------------------------------------
           500   Eastman Chemical Co.                                                                $      23,562
                 ----------------------------------------------------------------------------------
           900   Lubrizol Corp.                                                                             28,350
                 ----------------------------------------------------------------------------------
         1,300   Phelps Dodge Corp.                                                                         74,425
                 ----------------------------------------------------------------------------------
         2,000   Praxair, Inc.                                                                              40,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     166,837
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--0.5%
                 ----------------------------------------------------------------------------------
           800   Chrysler Corp.                                                                             38,700
                 ----------------------------------------------------------------------------------
         1,000   Eastman Kodak Co.                                                                          45,625
                 ----------------------------------------------------------------------------------
         1,500   Ford Motor Co.                                                                             40,688
                 ----------------------------------------------------------------------------------
         2,500   Mattel, Inc.                                                                               66,875
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     191,888
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.5%
                 ----------------------------------------------------------------------------------
           600   Avon Products, Inc.                                                                        37,125
                 ----------------------------------------------------------------------------------
         1,000   Philip Morris Cos., Inc.                                                                   59,750
                 ----------------------------------------------------------------------------------
         1,300   Reebok International, Ltd.                                                                 49,888
                 ----------------------------------------------------------------------------------
         4,500   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 30,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     177,138
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.3%
                 ----------------------------------------------------------------------------------
         1,800   American Stores Co.                                                                        47,475
                 ----------------------------------------------------------------------------------
         1,300   Sears, Roebuck & Co.                                                                       61,425
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     108,900
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.7%
                 ----------------------------------------------------------------------------------
         1,700   Baker Hughes, Inc.                                                                         30,600
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         1,300   Chevron Corp.                                                                       $      56,712
                 ----------------------------------------------------------------------------------
           700   Mapco, Inc.                                                                                35,088
                 ----------------------------------------------------------------------------------
           900   Texaco, Inc.                                                                               55,913
                 ----------------------------------------------------------------------------------
         2,200   USX Marathon Group                                                                         39,600
                 ----------------------------------------------------------------------------------
           600   (a)Western Atlas, Inc.                                                                     26,175
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     244,088
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--1.0%
                 ----------------------------------------------------------------------------------
           900   AMLI Residential Properties Trust, REIT                                                    16,537
                 ----------------------------------------------------------------------------------
           700   Bankers Trust of New York Corp.                                                            41,475
                 ----------------------------------------------------------------------------------
         1,200   Citicorp                                                                                   49,950
                 ----------------------------------------------------------------------------------
           800   Dean Witter, Discover & Co.                                                                28,000
                 ----------------------------------------------------------------------------------
           500   Federal National Mortgage Association                                                      35,562
                 ----------------------------------------------------------------------------------
         1,242   Mellon Bank Corp.                                                                          41,141
                 ----------------------------------------------------------------------------------
         1,500   PNC Financial Corp.                                                                        31,125
                 ----------------------------------------------------------------------------------
           600   Providian Corp.                                                                            18,150
                 ----------------------------------------------------------------------------------
         1,500   Ryder Systems, Inc.                                                                        32,438
                 ----------------------------------------------------------------------------------
           800   Transamerica Corp.                                                                         37,900
                 ----------------------------------------------------------------------------------
         1,700   Travelers, Inc.                                                                            55,888
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     388,166
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--0.5%
                 ----------------------------------------------------------------------------------
           900   American Home Products Corp.                                                               58,612
                 ----------------------------------------------------------------------------------
           800   Becton, Dickinson & Co.                                                                    37,800
                 ----------------------------------------------------------------------------------
           800   Bristol-Myers Squibb Co.                                                                   46,200
                 ----------------------------------------------------------------------------------
         1,100   U.S. Healthcare, Inc.                                                                      49,225
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     191,837
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 INDUSTRIAL/MANUFACTURING--0.7%
                 ----------------------------------------------------------------------------------
           500   Caterpillar, Inc.                                                                   $      27,000
                 ----------------------------------------------------------------------------------
           300   Deere & Co.                                                                                19,275
                 ----------------------------------------------------------------------------------
           900   (a)FMC Corp.                                                                               52,425
                 ----------------------------------------------------------------------------------
           800   General Electric Co.                                                                       36,800
                 ----------------------------------------------------------------------------------
           800   (a)Litton Industries, Inc.                                                                 27,300
                 ----------------------------------------------------------------------------------
           400   Loews Corp.                                                                                34,550
                 ----------------------------------------------------------------------------------
         1,200   Textron, Inc.                                                                              56,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     253,750
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--0.8%
                 ----------------------------------------------------------------------------------
         1,800   General Motors Corp., Class E                                                              66,150
                 ----------------------------------------------------------------------------------
           700   Hewlett-Packard Co.                                                                        68,600
                 ----------------------------------------------------------------------------------
           300   International Business Machines Corp.                                                      21,225
                 ----------------------------------------------------------------------------------
         1,300   Martin-Marietta Corp.                                                                      56,388
                 ----------------------------------------------------------------------------------
           900   Raytheon Co.                                                                               56,588
                 ----------------------------------------------------------------------------------
         1,400   Rockwell International Corp.                                                               47,425
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     316,376
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.5%+
                 ----------------------------------------------------------------------------------
         1,200   AT&T Corp.                                                                                 58,950
                 ----------------------------------------------------------------------------------
           300   British Telecommunications PLC, ADR                                                        17,812
                 ----------------------------------------------------------------------------------
           700   Duke Power Co.                                                                             28,525
                 ----------------------------------------------------------------------------------
           700   Enron Corp.                                                                                18,900
                 ----------------------------------------------------------------------------------
         1,600   MCI Communications Corp.                                                                   31,200
                 ----------------------------------------------------------------------------------
           400   Telefonos De Mexico, Class L ADR                                                           21,200
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     176,587
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $2,294,830)                                       2,215,567
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--6.1%+
                 ----------------------------------------------------------------------------------
                 ELECTRIC UTILITIES--2.3%
                 ----------------------------------------------------------------------------------
         2,200   Baltimore Gas & Electric Co.                                                        $      49,775
                 ----------------------------------------------------------------------------------
         4,064   Cinergy Corp.                                                                              90,424
                 ----------------------------------------------------------------------------------
         2,300   CMS Energy Corp.                                                                           51,175
                 ----------------------------------------------------------------------------------
         2,600   DPL, Inc.                                                                                  52,975
                 ----------------------------------------------------------------------------------
         1,700   DQE, Inc.                                                                                  51,425
                 ----------------------------------------------------------------------------------
         1,300   Duke Power Co.                                                                             52,975
                 ----------------------------------------------------------------------------------
         1,750   Florida Progress Corp.                                                                     53,156
                 ----------------------------------------------------------------------------------
         1,700   FPL Group, Inc.                                                                            60,137
                 ----------------------------------------------------------------------------------
         2,000   General Public Utilities Corp.                                                             51,500
                 ----------------------------------------------------------------------------------
         1,900   NIPSCO Industries, Inc.                                                                    55,575
                 ----------------------------------------------------------------------------------
         2,900   Pacificorp                                                                                 53,650
                 ----------------------------------------------------------------------------------
         2,000   Peco Energy Co.                                                                            48,250
                 ----------------------------------------------------------------------------------
         2,800   Pinnacle West Capital Corp.                                                                54,250
                 ----------------------------------------------------------------------------------
         2,700   Southern Co.                                                                               56,025
                 ----------------------------------------------------------------------------------
         1,900   Utilicorp United, Inc.                                                                     48,925
                 ----------------------------------------------------------------------------------
         1,900   Western Resources, Inc.                                                                    53,438
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     883,655
                 ----------------------------------------------------------------------------------  -------------
                 NATURAL GAS--0.6%
                 ----------------------------------------------------------------------------------
         1,000   Consolidated Natural Gas Co.                                                               35,000
                 ----------------------------------------------------------------------------------
         1,200   Enron Corp.                                                                                32,400
                 ----------------------------------------------------------------------------------
         2,200   MCN Corp.                                                                                  39,875
                 ----------------------------------------------------------------------------------
         1,700   Pacific Enterprises                                                                        36,338
                 ----------------------------------------------------------------------------------
         1,200   Sonat, Inc.                                                                                33,750
                 ----------------------------------------------------------------------------------
         1,900   UGI Corp.                                                                                  35,863
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     213,226
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 TELECOMMUNICATIONS--3.2%
                 ----------------------------------------------------------------------------------
         3,400   Ameritech Corp.                                                                     $     134,300
                 ----------------------------------------------------------------------------------
         3,000   AT&T Corp.                                                                                147,375
                 ----------------------------------------------------------------------------------
         2,600   Bell Atlantic Corp.                                                                       130,325
                 ----------------------------------------------------------------------------------
         2,600   BellSouth Corp.                                                                           134,875
                 ----------------------------------------------------------------------------------
         4,500   GTE Corp.                                                                                 137,813
                 ----------------------------------------------------------------------------------
         3,500   NYNEX Corp.                                                                               131,688
                 ----------------------------------------------------------------------------------
         4,000   Southern New England Telecommunications Corp.                                             132,000
                 ----------------------------------------------------------------------------------
         3,300   Southwestern Bell Corp.                                                                   136,538
                 ----------------------------------------------------------------------------------
         3,800   U.S. West, Inc.                                                                           133,950
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,218,864
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL UTILITY (IDENTIFIED COST, $2,348,515)                                             2,315,745
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL STOCKS (IDENTIFIED COST, $4,643,345)                                              4,531,312
                 ----------------------------------------------------------------------------------  -------------
   PRINCIPAL
    AMOUNT
- ---------------
BONDS--86.5%
- ---------------------------------------------------------------------------------------------------
                 TREASURY--42.8%
                 ----------------------------------------------------------------------------------
 $  16,600,000   U.S. Treasury Note, 6.25%, 1/31/97 (IDENTIFIED COST, $16,317,281)                      16,219,528
                 ----------------------------------------------------------------------------------  -------------
                 MORTAGE-BACKED SECURITIES--23.1%
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--23.1%
                 ----------------------------------------------------------------------------------
       495,184   Federal Home Loan Mortgage Association, Pool 393, 9.00%, 7/1/2020                         504,151
                 ----------------------------------------------------------------------------------
       264,034   Federal Home Loan Mortgage Association, Pool D54720, 7.00%,
                 7/1/2024                                                                                  238,039
                 ----------------------------------------------------------------------------------
        98,304   Federal Home Loan Mortgage Association, Pool D54761, 8.50%,
                 7/1/2024                                                                                   96,705
                 ----------------------------------------------------------------------------------
       498,332   Federal Home Loan Mortgage Association, Pool D55936, 8.50%,
                 8/1/2024                                                                                  490,229
                 ----------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 MORTAGE-BACKED SECURITIES--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 ----------------------------------------------------------------------------------
 $     500,601   Federal Home Loan Mortgage Corporation, Pool C80177, 7.50%,
                 5/1/2024                                                                            $     466,961
                 ----------------------------------------------------------------------------------
       966,184   Federal Home Loan Mortgage Corporation, Pool E58069, 7.00%,
                 4/1/2009                                                                                  907,894
                 ----------------------------------------------------------------------------------
       523,611   Federal National Mortgage Association, Pool 250083, 7.00%, 7/1/2024                       473,862
                 ----------------------------------------------------------------------------------
       992,547   Federal National Mortgage Association, Pool 250197, 9.50%, 10/1/2024                    1,023,862
                 ----------------------------------------------------------------------------------
       246,076   Federal National Mortgage Association, Pool 278507, 7.50%, 6/1/2009                       236,383
                 ----------------------------------------------------------------------------------
       505,100   Federal National Mortgage Association, Pool 303073, 8.00%, 11/1/2024                      484,098
                 ----------------------------------------------------------------------------------
       241,410   Government National Mortgage Association, Pool 379445, 7.50%,
                 5/15/2024                                                                                 222,546
                 ----------------------------------------------------------------------------------
     1,385,000   Government National Mortgage Association, Pool 380656, 8.00%,
                 11/15/2024                                                                              1,317,897
                 ----------------------------------------------------------------------------------
     2,344,452   Government National Mortgage Association, Pool 407068, 8.50%,
                 10/15/2024                                                                              2,301,924
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $8,996,125)                          8,764,551
                 ----------------------------------------------------------------------------------  -------------
                 HIGH YIELD--2.4%
                 ----------------------------------------------------------------------------------
                 BROADCAST RADIO & T.V.--0.3%
                 ----------------------------------------------------------------------------------
       125,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                   125,938
                 ----------------------------------------------------------------------------------  -------------
                 BUSINESS EQUIPMENT & SERVICES--0.4%
                 ----------------------------------------------------------------------------------
       150,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                             141,750
                 ----------------------------------------------------------------------------------  -------------
                 CABLE T.V.--0.3%
                 ----------------------------------------------------------------------------------
       125,000   Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                        112,500
                 ----------------------------------------------------------------------------------  -------------
                 CHEMICALS & PLASTICS--0.3%
                 ----------------------------------------------------------------------------------
       125,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                              120,625
                 ----------------------------------------------------------------------------------  -------------
                 FOOD SERVICES--0.3%
                 ----------------------------------------------------------------------------------
       125,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                              114,688
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 HIGH YIELD--CONTINUED
                 ----------------------------------------------------------------------------------
                 FOREST PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
 $     125,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                   $     115,000
                 ----------------------------------------------------------------------------------  -------------
                 STEEL--0.3%
                 ----------------------------------------------------------------------------------
       125,000   GS Technologies Operating Co., Inc., Sr. Note, 12.00%, 9/1/2004                           125,313
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS & CELLULAR--0.2%
                 ----------------------------------------------------------------------------------
       150,000   NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            64,875
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $985,889)                                              920,689
                 ----------------------------------------------------------------------------------  -------------
                 INVESTMENT-GRADE--10.1%
                 ----------------------------------------------------------------------------------
                 AEROSPACE & DEFENSE--0.8%
                 ----------------------------------------------------------------------------------
       300,000   Grumman Corp., Deb., 10.375%, 1/1/99                                                      309,099
                 ----------------------------------------------------------------------------------  -------------
                 CONGLOMERATES--0.7%
                 ----------------------------------------------------------------------------------
       250,000   Leucadia National Corp., Sr. Sub., 10.375%, 6/15/2002                                     265,000
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE-AUTOMOTIVE--0.6%
                 ----------------------------------------------------------------------------------
       250,000   GMAC, Medium Term Note, 7.25%, 4/30/99                                                    239,310
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE-RETAIL--0.5%
                 ----------------------------------------------------------------------------------
       250,000   Household Finance Corp., Deb., 6.45%, 2/1/2009                                            204,645
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL INTERMEDIARIES--0.5%
                 ----------------------------------------------------------------------------------
       200,000   Merrill Lynch & Co., Inc., Medium Term Note, 7.25%, 6/14/2004                             194,574
                 ----------------------------------------------------------------------------------  -------------
                 FOOD & DRUG RETAILERS--0.6%
                 ----------------------------------------------------------------------------------
       225,000   Hook-Superx, Sr. Note, 10.125%, 6/1/2002                                                  230,906
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.8%
                 ----------------------------------------------------------------------------------
       300,000   Georgia-Pacific Corp., Deb., 10.125%, 5/15/2000                                           304,509
                 ----------------------------------------------------------------------------------  -------------
                 GOVERNMENT AGENCY--0.8%
                 ----------------------------------------------------------------------------------
       300,000   Tennessee Valley Authority, 7.318%, 5/31/99                                               290,463
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 INVESTMENT-GRADE--CONTINUED
                 ----------------------------------------------------------------------------------
                 INSURANCE--0.5%
                 ----------------------------------------------------------------------------------
 $     200,000   Sunamerica, Inc., Medium Term Note, 6.58%, 1/15/2002                                $     178,574
                 ----------------------------------------------------------------------------------  -------------
                 PRINTING & PUBLISHING--0.6%
                 ----------------------------------------------------------------------------------
       250,000   News America Holdings, Inc., Sr. Note, 7.50%, 3/1/2000                                    235,450
                 ----------------------------------------------------------------------------------  -------------
                 SOVEREIGN GOVERNMENT--1.5%
                 ----------------------------------------------------------------------------------
       300,000   (b)Freeport Terminal (Malta), Gtd. Global Note, 7.50%, 3/29/2004                          272,304
                 ----------------------------------------------------------------------------------
       150,000   Ontario Hydro, Local Gov't. Guarantee, 9.25%, 5/1/95                                      151,781
                 ----------------------------------------------------------------------------------
       150,000   Quebec Hydro, Deb., 7.375%, 2/1/2003                                                      139,890
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     563,975
                 ----------------------------------------------------------------------------------  -------------
                 TOBACCO--0.7%
                 ----------------------------------------------------------------------------------
       250,000   Philip Morris, Deb., 8.625%, 3/1/99                                                       252,120
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.5%
                 ----------------------------------------------------------------------------------
       300,000   Duke Power Co., 1st Mtg. Note, 7.00%, 9/1/2005                                            269,667
                 ----------------------------------------------------------------------------------
       300,000   Gulf States Utilities, FMB, 6.75%, 10/1/98                                                283,752
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     553,419
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENT-GRADE (IDENTIFIED COST, $3,922,440)                                    3,822,044
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.1%
                 ----------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.1%
                 ----------------------------------------------------------------------------------
        30,000   General Instrument Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $40,725)                                                                 40,814
                 ----------------------------------------------------------------------------------  -------------
    FOREIGN
   CURRENCY
  PAR AMOUNT
                 ----------------------------------------------------------------------------------
                 FOREIGN--8.0%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.2%
                 ----------------------------------------------------------------------------------
       100,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                     82,080
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND

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

<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------------------------------------------------------------------------------------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 BELGIUM FRANC--0.3%
                 ----------------------------------------------------------------------------------
     3,100,000   Belgian Government, Foreign Government Guarantee, 10.00%, 4/6/96                    $     100,245
                 ----------------------------------------------------------------------------------  -------------
                 CANADIAN DOLLAR--0.5%
                 ----------------------------------------------------------------------------------
       250,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                               177,736
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--1.6%
                 ----------------------------------------------------------------------------------
       300,000   Bundesobligation, 8.875%, 1/22/96                                                         197,129
                 ----------------------------------------------------------------------------------
       350,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 226,085
                 ----------------------------------------------------------------------------------
       175,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         113,065
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     536,279
                 ----------------------------------------------------------------------------------  -------------
                 FRENCH FRANC--0.8%
                 ----------------------------------------------------------------------------------
       850,000   France O.A.T., 8.50%, 11/25/2002                                                          164,090
                 ----------------------------------------------------------------------------------
       800,000   France O.A.T., 9.80%, 1/30/96                                                             154,036
                 ----------------------------------------------------------------------------------
       300,000   KFW International Finance, Inc., 7.00%, 5/12/2000                                          54,061
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     372,187
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.4%
                 ----------------------------------------------------------------------------------
   260,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                  162,874
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--2.4%
                 ----------------------------------------------------------------------------------
    35,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         401,254
                 ----------------------------------------------------------------------------------
    48,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     521,342
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     922,596
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS GUILDER--0.5%
                 ----------------------------------------------------------------------------------
       325,000   Netherlands Government, 6.00%, 4/15/95                                                    184,949
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.3%
                 ----------------------------------------------------------------------------------
    18,000,000   Spain (Government), 8.30%, 12/15/98                                                       126,133
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND

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

<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------------------------------------------------------------------------------------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 UNITED KINGDOM POUND--1.0%
                 ----------------------------------------------------------------------------------
       225,000   UK Conversion, 9.00%, 3/3/2000                                                      $     360,811
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $3,028,163)                                             3,025,890
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $33,290,623)                                             32,793,516
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $37,933,968)                                    $  37,324,828+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Co.
REIT -- Real Estate Investment Trust

 (a) Non-income producing.


(b) Restricted Securities--Investments in securities not registered under the
    Securities Act of 1933. At the end of the period, this security amounted to
    $272,304, which represents 0.7% of net assets.



 The cost for federal income tax purposes amounts to $37,957,552. The net
 unrealized depreciation on a federal tax cost basis amounts to $632,724, and is
 comprised of $147,142 appreciation and $779,866 depreciation at November 30,
 1994.



The Fund's overall exposure to utility stocks is 6.6%.



Note: The categories of investments are shown as a percentage of net assets
      ($37,889,913) at November 30, 1994.



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


FEDERATED MANAGED INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES


NOVEMBER 30, 1994


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


<TABLE>
<S>                                                                                         <C>        <C>
ASSETS:
- -----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $37,933,968 and tax cost, $37,957,552)           $ 37,324,828
- -----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $42,716)                                            42,509
- -----------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                           649,134
- -----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                         42,448
- -----------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                               8,644
- -----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                            45,934
- -----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                         38,113,497
- -----------------------------------------------------------------------------------------------------
LIABILITIES:
- -----------------------------------------------------------------------------------------------------
Payable to Bank                                                                             $  72,977
- ------------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                         42,557
- ------------------------------------------------------------------------------------------
Payable for investments purchased                                                              18,878
- ------------------------------------------------------------------------------------------
Tax withholding liability                                                                         603
- ------------------------------------------------------------------------------------------
Accrued expenses                                                                               88,569
- ------------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                       223,584
- -----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 3,880,252 shares of beneficial interest outstanding                                     $ 37,889,913
- -----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- -----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                        $ 38,782,799
- -----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation
of assets and liabilities in foreign currency, and futures contracts                                       (609,463)
- -----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency
transactions, and futures contracts                                                                        (329,392)
- -----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                          45,969
- -----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                   $ 37,889,913
- -----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- -----------------------------------------------------------------------------------------------------
Institutional Service Shares ($34,692,299 / 3,552,816 shares of beneficial interest outstanding)              $9.76
- -----------------------------------------------------------------------------------------------------  ------------
Select Shares ($3,197,614 / 327,436 shares of beneficial interest outstanding)                                $9.77
- -----------------------------------------------------------------------------------------------------  ------------
</TABLE>

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

FEDERATED MANAGED INCOME FUND
STATEMENT OF OPERATIONS
PERIOD ENDED NOVEMBER 30, 1994*
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>        <C>        <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $1,490 and dollar roll interest expense of $18,217)           $1,027,728
- -------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $118)                                                            97,698
- -------------------------------------------------------------------------------------------------------  ---------
    Total investment income                                                                              1,125,426
- -------------------------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $ 126,272
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        41,192
- --------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                          69,732
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                         18,929
- --------------------------------------------------------------------------------------------
Legal fees                                                                                        1,242
- --------------------------------------------------------------------------------------------
Fund share registration costs                                                                    10,309
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              1,347
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                5,265
- --------------------------------------------------------------------------------------------
Taxes                                                                                               526
- --------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                           4,407
- --------------------------------------------------------------------------------------------
Distribution services fee                                                                        13,223
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                     8,353
- --------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                              300,797
- --------------------------------------------------------------------------------------------
Deduct--
- --------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                  $ 126,272
- ---------------------------------------------------------------------------------
Waiver of distribution services fee                                                    4,407
- ---------------------------------------------------------------------------------
Reimbursement of other operating expenses                                             44,331    175,010
- ---------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                           125,787
- -------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                              999,639
- -------------------------------------------------------------------------------------------------------  ---------
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)                                                                                   (311,738)
- -------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation
of assets and liabilities in foreign currency, and futures contracts                                      (609,463)
- -------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts       (921,201)
- -------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                   $  78,438
- -------------------------------------------------------------------------------------------------------  ---------
</TABLE>

*For the period from January 18, 1994 (start of business) to November 30, 1994.

(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
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------------------
Net investment income                                                                          $      999,639
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures
contracts ($305,808 net loss, as computed for federal tax purposes)                                  (311,738)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures contracts                                    (609,463)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets resulting from operations                                                    78,438
- ----------------------------------------------------------------------------------------  ------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (883,551)
- ----------------------------------------------------------------------------------------
     Select Shares                                                                                    (87,664)
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets resulting from distributions to shareholders                          (971,215)
- ----------------------------------------------------------------------------------------  ------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       42,977,477
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                                                 228,430
- ----------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (4,523,217)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets from Fund share transactions                                             38,682,690
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets                                                                     37,789,913
- ----------------------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------------------
Beginning of period                                                                                   100,000
- ----------------------------------------------------------------------------------------  ------------------------
End of period (including undistributed net investment income of $45,969)                       $   37,889,913
- ----------------------------------------------------------------------------------------  ------------------------
</TABLE>

* For the period from January 18, 1994 (start of business) to November 30, 1994.

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

FEDERATED MANAGED INCOME FUND
NOTES TO FINANCIAL STATEMENTS


NOVEMBER 30, 1994


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



(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.



D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     understanding of the applicable country's tax rules and rates. At November
     30, 1994, the Fund, for federal tax purposes, had a capital loss
     carryforward of $305,808, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire in 2002 ($305,808).



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 November 30, 1994, the Fund had a realized
     gain of $36,351 on futures contracts.



G.   DOLLAR ROLL TRANSACTIONS--The Fund enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA, and FHLMC, in
     which the Fund loans mortgage securities to financial institutions and
     simultaneously agrees to accept substantially similar (same type, coupon
     and maturity) securities at a later date at an agreed upon price. Dollar
     roll transactions are short-term financing arrangements which will not
     exceed twelve months. The Fund will use the proceeds generated from the
     transactions to invest in short-term investments, which may enhance the
     Fund's current yield and total return.



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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                   <C>
Agency                      2.0%
Sovereign                   6.2
State/Provincial            0.2
Supranational               1.1
</TABLE>


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


     years from the Fund's commencement date.




K.   RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under Federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Board of Trustees. The Fund will not
     incur any registration costs upon such resales. The Fund's restricted
     securities are valued at the price provided by dealers in the secondary
     market or, if no market prices are available, at the fair value as
     determined by the Fund's pricing committee. Additional information on each
     restricted security held at November 30, 1994 is as follows:


<TABLE>
<CAPTION>
                                  ACQUISITION     ACQUISITION
           SECURITY                   DATE            COST
<S>                              <C>             <C>
Freeport Terminal (Malta)           7/19/94         $284,196
</TABLE>


L.   RECLASSIFICATION--During the period ended November 30, 1994, the Fund
     adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These differences are due to
     differing treatments for foreign currency and futures transactions. Amounts
     as of November 30, 1994 have been reclassified to reflect an increase in
     paid-in capital of $109, an increase in undistributed net investment income
     of $17,545, and a decrease in accumulated net realized gain (loss) of
     $17,654. Net investment income, net realized gains, and net assets were not
     affected by this change.



M.   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:


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  PERIOD ENDED NOVEMBER 30,
                                                                                            1994*
INSTITUTIONAL SERVICE SHARES                                                        SHARES        DOLLARS
<S>                                                                              <C>           <C>
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                         3,801,238  $  37,969,931
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                         21,807        216,633
- -------------------------------------------------------------------------------
Shares redeemed                                                                      (280,229)    (2,787,738)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Institutional Service
       share transactions                                                           3,542,816  $  35,398,826
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>


*For the period from January 18, 1994 (start of business) to November 30, 1994.

<TABLE>
<CAPTION>
                                                                                  PERIOD ENDED NOVEMBER 30,
                                                                                           1994**
SELECT SHARES                                                                       SHARES        DOLLARS
<S>                                                                              <C>           <C>
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                           501,463  $   5,007,546
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                          1,189         11,797
- -------------------------------------------------------------------------------
Shares redeemed                                                                      (175,216)    (1,735,479)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Select share transactions                              327,436      3,283,864
- -------------------------------------------------------------------------------  ------------  -------------
       Total net change resulting from Fund share transactions                      3,870,252  $  38,682,690
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>


**For the period from January 27, 1994 (start of business) to November 30, 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 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 on an annualized basis. 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 each class of shares for the period. This fee is to obtain certain
personal services for shareholders and to maintain the shareholder accounts. For
the period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer 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 ($37,447) and start-up
administrative service expenses ($39,068) were borne initially by the Adviser.
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 November 30,
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
November 30, 1994, were as follows:


<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $  85,408,559
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  46,927,382
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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



To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST
(Federated Managed Income Fund):



We have audited the accompanying statement of assets and liabilities of
Federated Managed Income Fund (an investment portfolio of Managed Series Trust,
a Massachusetts business trust), including the schedule of portfolio of
investments, as of November 30, 1994, and the related statement of operations
and changes in net assets, and the financial highlights (see pages 2 and 27 of
the prospectus) for the period from January 18, 1994 (start of business) to
November 30, 1994. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.



We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Income Fund (an investment portfolio of Managed Series Trust)
as of November 30, 1994, and the results of its operations, the changes in its
net assets, and its financial highlights for the period from January 18, 1994
(start of business) to November 30, 1994, in conformity with generally accepted
accounting principles.



                                                             ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
January 17, 1995


<PAGE>
                       THIS PAGE INTENTIONALLY LEFT BLANK

APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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

Independent Public Accountants
                    Arthur Andersen LLP                                    2100 One PPG Place
                                                                           Pittsburgh, Pennsylvania 15222
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
FEDERATED MANAGED
INCOME FUND
INSTITUTIONAL SERVICE SHARES
PROSPECTUS

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


Prospectus dated January 31, 1995



[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779

56166K107
3122013A-SS (1/95)

[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  MANAGED SERIES TRUST
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund


Federated Managed Income Fund

[Logo]
Lifecycle Investing
From Federated Investors

Select Shares

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

Other funds available in Managed
Series Trust are Fund, Federated
Managed Growth and Income
Fund, Federated Managed Growth Fund, and Federated
Managed Aggressive Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of

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 January 31, 1995, 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 January 31, 1995

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

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

FINANCIAL HIGHLIGHTS                                                           2

- ------------------------------------------------------
GENERAL INFORMATION                                                            3
- ------------------------------------------------------
INVESTMENT INFORMATION                                                         3
- ------------------------------------------------------
  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 4
      Mortgage-Backed Securities                                               5
      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
         Investment Risks                                                      5
      Foreign Bonds                                                            6
    Equity Asset Categories                                                    6
      Large Company Stocks                                                     6
      Utility Stocks                                                           6
      Small Company Stocks                                                     6
      Foreign Stocks                                                           6
         Equity Reserves                                                       7
    Acceptable Investments                                                     7
      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
      Equity Securities                                                        9
      Foreign Securities                                                      10
         Investment Risks                                                     10
      Equity Reserves                                                         10
         Repurchase Agreements                                                10
      Convertible Securities                                                  10
    Investing in Securities of
      Other Investment Companies                                              11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed
      Delivery Transactions                                                   11
    Lending of Portfolio Securities                                           11
    Foreign Currency Transactions                                             12
      Currency Risks                                                          12
    Forward Foreign Currency
      Exchange Contracts                                                      12
    Options                                                                   13
    Futures and Options on Futures                                            13
      Risks                                                                   14
    Portfolio Turnover                                                        14
  Investment Limitations                                                      14
TRUST INFORMATION                                                             15
- ------------------------------------------------------
  Management of the Trust                                                     15
    Board of Trustees                                                         15
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    15
  Distribution of Select Shares                                               17
    Distribution and Shareholder Services Plans                               17
    Other Payments to Financial Institutions                                  18
  Administration of the Fund                                                  18
    Administrative Services                                                   18
    Custodian                                                                 19
    Transfer Agent and Dividend
      Disbursing Agent                                                        19

    Independent Public Accountants                                            19

  Brokerage Transactions                                                      19
  Expenses of the Fund and Select Shares                                      19
NET ASSET VALUE                                                               20
- ------------------------------------------------------
INVESTING IN SELECT SHARES                                                    20
- ------------------------------------------------------
  Share Purchases                                                             20
    Through a Financial Institution                                           20
    By Wire                                                                   20
    By Mail                                                                   21
  Minimum Investment Required                                                 21
  What Shares Cost                                                            21
  Subaccounting Services                                                      21
  Systematic Investment Program                                               21
  Certificates and Confirmations                                              22
  Dividends                                                                   22
  Capital Gains                                                               22
REDEEMING SELECT SHARES                                                       22
- ------------------------------------------------------
  Through a Financial Institution                                             22
  Telephone Redemption                                                        22
  Written Requests                                                            23
    Signatures                                                                23
    Receiving Payment                                                         23
  Systematic Withdrawal Program                                               23
  Accounts with Low Balances                                                  24
SHAREHOLDER INFORMATION                                                       24
- ------------------------------------------------------
  Voting Rights                                                               24
  Massachusetts Partnership Law                                               24
TAX INFORMATION                                                               25
- ------------------------------------------------------
  Federal Income Tax                                                          25
  Pennsylvania Corporate and
    Personal Property Taxes                                                   25
PERFORMANCE INFORMATION                                                       25
- ------------------------------------------------------
OTHER CLASSES OF SHARES                                                       26
- ------------------------------------------------------

  Financial Highlights--
    Institutional Service Shares                                              27

FINANCIAL STATEMENTS                                                          28
- ------------------------------------------------------
REPORT OF INDEPENDENT PUBLIC
  ACCOUNTANTS                                                                 47
- ------------------------------------------------------
APPENDIX                                                                      48
- ------------------------------------------------------
ADDRESSES                                                                     51
- ------------------------------------------------------

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 average net assets)
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee (after waiver) (2)..............................................................................       0.50%
Total Other Expenses (after expense reimbursement)........................................................       1.00%
    Shareholder Services Fee...................................................................       0.25%
         Total Select Shares Operating Expenses...........................................................       1.50%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver 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 maximum 12b-1 fee is 0.75%.



(3) The Total Select Shares Operating Expenses in the table above are based on
    expenses expected during the fiscal year ending November 30, 1995. The Total
    Select Shares Operating Expenses were 1.42% for the fiscal year ended
    November 30, 1994 and would have been 2.68% absent the voluntary waiver of
    the management fee and the voluntary reimbursement of certain other
    operating expenses.



    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of 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 charges permitted under the rules of the National
Association of Securities Dealers, Inc.


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



    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. Institutional Service Shares and Select 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."



FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 47.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                              $   10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.28
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency
  transactions, and futures contracts                                                                 (0.25)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                     0.03
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.26)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                    $    9.77
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                         0.26%
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             1.42%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                5.24%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     1.26%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                         $   3,198
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                               153%
- ----------------------------------------------------------------------------------------
</TABLE>


  * Reflects operations for the period from May 25, 1994 (date of initial public
investment) to
   November 30, 1994. For the period from the start of business, January 27,
1994 to May 24, 1994, the net investment income was distributed to the Trust's
   adviser.



 ** 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.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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 equities. 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 equities. 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 equities. The
Fund's ability to invest a portion of its assets in equities offers the
opportunity for higher return than other income-



oriented funds. The equities asset categories are large company stocks, utility
stocks, small company stocks, foreign stocks, and equity reserves.


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>
<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                                         0-10%
Foreign Bonds                                                      0-10%
EQUITIES                                                          10-30%
Large Company Stocks                                               0-30%
Utility Stocks                                                     0-15%
Small Company Stocks                                               0-3%
Foreign Stocks                                                     0-3%
Equity Reserves                                                   0-12.5%
</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 prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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. 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.

     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 ten 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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to ten percent of its total assets in foreign bonds.



EQUITY ASSET CATEGORIES.  The portion of the Fund's assets which is invested in
equities 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of
     the asset category ranges. The Fund may invest up to three percent of its
     total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is available, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 12.5 percent of its total assets in equity 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 an 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 or 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 Ratings Group (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.

     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.

     EQUITY RESERVES.  The Fund's equity 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.

     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common stock at the option of the holder during a
     specified time period. Convertible securities may take the form of
     convertible preferred stock, convertible bonds or debentures, units
     consisting of "usable" bonds and warrants or a combination of the features
     of several of these securities.


     The investment characteristics of each convertible security vary widely,
     which allows convertible securities to be employed for different investment
     objectives. The adviser may treat convertible securities as large company
     stocks, small company stocks, or high yield bonds for purposes of the asset
     category ranges, depending upon current market conditions, including the
     relationship of the then-current price to the conversion price. The
     convertible securities in which the Fund invests may be rated "high yield"
     or of comparable quality at the time of purchase.


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


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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


There is a risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a



desirable price. In addition, in the event that a borrower of securities would
file for bankruptcy or become insolvent, disposition of the securities may be
delayed pending court action.


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. The Fund will not
invest more than 3% of its total assets in forward foreign currency exchange
contracts.


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. Interest rate
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 utilize stock index futures to
handle cash flows into and out of the Fund and to potentially reduce
transactional costs.

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 $70 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 Fund 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 and has been
     a Vice President of the Fund's investment adviser since January, 1994.
     Prior to this, Mr. Bauer served 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 senior 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.



     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Management
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.


     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser since 1994. From
     1992 until 1994, Mr. Grefenstett acted as an investment analyst. Mr.
     Grefenstett was a credit analyst at Westinghouse Credit Corp. from 1990
     until 1992, and an investment officer at Pittsburgh National Bank from 1987
     until 1990. Mr. Grefenstett is a Chartered Financial Analyst and received
     his M.B.A. in Finance from Carnegie Mellon University.

     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.

     Thomas M. Franks is the portfolio manager for the equity 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.

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 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.

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.

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.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the 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.

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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

BROKERAGE TRANSACTIONS

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

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 reserve the right to allocate
certain other expenses to holders of Shares



as they deem appropriate ("Class Expenses"). In any case, Class Expenses would
be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Shares; fees under the Fund's
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.
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: Federated Services Company, c/o 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. As of January 11, 1995, IU & Co. of
Columbus, Indiana, acting in various capacities for numerous accounts, was the
owner of record of 111,385.0560 Select Shares (32.617%) 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.


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 and shareholder service expenses borne by shares of each respective
class.

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


FEDERATED MANAGED INCOME FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 47.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                              $   10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.31
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.25)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                     0.06
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.30)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                    $    9.76
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                         0.55%
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             0.67%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                6.02%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     1.01%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                           $34,692
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                               153%
- ----------------------------------------------------------------------------------------
</TABLE>


  * Reflects operations for the period from May 25, 1994 (date of initial public
investment) to
   November 30, 1994. For the period from the start of business, January 18,
1994 to May 24, 1994, the net investment income was distributed to the Trust's
   adviser.



 ** 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.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED INCOME FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--12.0%
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--5.9%
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.4%
                 ----------------------------------------------------------------------------------
           500   Eastman Chemical Co.                                                                $      23,562
                 ----------------------------------------------------------------------------------
           900   Lubrizol Corp.                                                                             28,350
                 ----------------------------------------------------------------------------------
         1,300   Phelps Dodge Corp.                                                                         74,425
                 ----------------------------------------------------------------------------------
         2,000   Praxair, Inc.                                                                              40,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     166,837
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--0.5%
                 ----------------------------------------------------------------------------------
           800   Chrysler Corp.                                                                             38,700
                 ----------------------------------------------------------------------------------
         1,000   Eastman Kodak Co.                                                                          45,625
                 ----------------------------------------------------------------------------------
         1,500   Ford Motor Co.                                                                             40,688
                 ----------------------------------------------------------------------------------
         2,500   Mattel, Inc.                                                                               66,875
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     191,888
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.5%
                 ----------------------------------------------------------------------------------
           600   Avon Products, Inc.                                                                        37,125
                 ----------------------------------------------------------------------------------
         1,000   Philip Morris Cos., Inc.                                                                   59,750
                 ----------------------------------------------------------------------------------
         1,300   Reebok International, Ltd.                                                                 49,888
                 ----------------------------------------------------------------------------------
         4,500   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 30,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     177,138
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.3%
                 ----------------------------------------------------------------------------------
         1,800   American Stores Co.                                                                        47,475
                 ----------------------------------------------------------------------------------
         1,300   Sears, Roebuck & Co.                                                                       61,425
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     108,900
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.7%
                 ----------------------------------------------------------------------------------
         1,700   Baker Hughes, Inc.                                                                         30,600
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         1,300   Chevron Corp.                                                                       $      56,712
                 ----------------------------------------------------------------------------------
           700   Mapco, Inc.                                                                                35,088
                 ----------------------------------------------------------------------------------
           900   Texaco, Inc.                                                                               55,913
                 ----------------------------------------------------------------------------------
         2,200   USX Marathon Group                                                                         39,600
                 ----------------------------------------------------------------------------------
           600   (a)Western Atlas, Inc.                                                                     26,175
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     244,088
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--1.0%
                 ----------------------------------------------------------------------------------
           900   AMLI Residential Properties Trust, REIT                                                    16,537
                 ----------------------------------------------------------------------------------
           700   Bankers Trust of New York Corp.                                                            41,475
                 ----------------------------------------------------------------------------------
         1,200   Citicorp                                                                                   49,950
                 ----------------------------------------------------------------------------------
           800   Dean Witter, Discover & Co.                                                                28,000
                 ----------------------------------------------------------------------------------
           500   Federal National Mortgage Association                                                      35,562
                 ----------------------------------------------------------------------------------
         1,242   Mellon Bank Corp.                                                                          41,141
                 ----------------------------------------------------------------------------------
         1,500   PNC Financial Corp.                                                                        31,125
                 ----------------------------------------------------------------------------------
           600   Providian Corp.                                                                            18,150
                 ----------------------------------------------------------------------------------
         1,500   Ryder Systems, Inc.                                                                        32,438
                 ----------------------------------------------------------------------------------
           800   Transamerica Corp.                                                                         37,900
                 ----------------------------------------------------------------------------------
         1,700   Travelers, Inc.                                                                            55,888
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     388,166
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--0.5%
                 ----------------------------------------------------------------------------------
           900   American Home Products Corp.                                                               58,612
                 ----------------------------------------------------------------------------------
           800   Becton, Dickinson & Co.                                                                    37,800
                 ----------------------------------------------------------------------------------
           800   Bristol-Myers Squibb Co.                                                                   46,200
                 ----------------------------------------------------------------------------------
         1,100   U.S. Healthcare, Inc.                                                                      49,225
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     191,837
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 INDUSTRIAL/MANUFACTURING--0.7%
                 ----------------------------------------------------------------------------------
           500   Caterpillar, Inc.                                                                   $      27,000
                 ----------------------------------------------------------------------------------
           300   Deere & Co.                                                                                19,275
                 ----------------------------------------------------------------------------------
           900   (a)FMC Corp.                                                                               52,425
                 ----------------------------------------------------------------------------------
           800   General Electric Co.                                                                       36,800
                 ----------------------------------------------------------------------------------
           800   (a)Litton Industries, Inc.                                                                 27,300
                 ----------------------------------------------------------------------------------
           400   Loews Corp.                                                                                34,550
                 ----------------------------------------------------------------------------------
         1,200   Textron, Inc.                                                                              56,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     253,750
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--0.8%
                 ----------------------------------------------------------------------------------
         1,800   General Motors Corp., Class E                                                              66,150
                 ----------------------------------------------------------------------------------
           700   Hewlett-Packard Co.                                                                        68,600
                 ----------------------------------------------------------------------------------
           300   International Business Machines Corp.                                                      21,225
                 ----------------------------------------------------------------------------------
         1,300   Martin-Marietta Corp.                                                                      56,388
                 ----------------------------------------------------------------------------------
           900   Raytheon Co.                                                                               56,588
                 ----------------------------------------------------------------------------------
         1,400   Rockwell International Corp.                                                               47,425
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     316,376
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.5%+
                 ----------------------------------------------------------------------------------
         1,200   AT&T Corp.                                                                                 58,950
                 ----------------------------------------------------------------------------------
           300   British Telecommunications PLC, ADR                                                        17,812
                 ----------------------------------------------------------------------------------
           700   Duke Power Co.                                                                             28,525
                 ----------------------------------------------------------------------------------
           700   Enron Corp.                                                                                18,900
                 ----------------------------------------------------------------------------------
         1,600   MCI Communications Corp.                                                                   31,200
                 ----------------------------------------------------------------------------------
           400   Telefonos De Mexico, Class L ADR                                                           21,200
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     176,587
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $2,294,830)                                       2,215,567
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--6.1%+
                 ----------------------------------------------------------------------------------
                 ELECTRIC UTILITIES--2.3%
                 ----------------------------------------------------------------------------------
         2,200   Baltimore Gas & Electric Co.                                                        $      49,775
                 ----------------------------------------------------------------------------------
         4,064   Cinergy Corp.                                                                              90,424
                 ----------------------------------------------------------------------------------
         2,300   CMS Energy Corp.                                                                           51,175
                 ----------------------------------------------------------------------------------
         2,600   DPL, Inc.                                                                                  52,975
                 ----------------------------------------------------------------------------------
         1,700   DQE, Inc.                                                                                  51,425
                 ----------------------------------------------------------------------------------
         1,300   Duke Power Co.                                                                             52,975
                 ----------------------------------------------------------------------------------
         1,750   Florida Progress Corp.                                                                     53,156
                 ----------------------------------------------------------------------------------
         1,700   FPL Group, Inc.                                                                            60,137
                 ----------------------------------------------------------------------------------
         2,000   General Public Utilities Corp.                                                             51,500
                 ----------------------------------------------------------------------------------
         1,900   NIPSCO Industries, Inc.                                                                    55,575
                 ----------------------------------------------------------------------------------
         2,900   Pacificorp                                                                                 53,650
                 ----------------------------------------------------------------------------------
         2,000   Peco Energy Co.                                                                            48,250
                 ----------------------------------------------------------------------------------
         2,800   Pinnacle West Capital Corp.                                                                54,250
                 ----------------------------------------------------------------------------------
         2,700   Southern Co.                                                                               56,025
                 ----------------------------------------------------------------------------------
         1,900   Utilicorp United, Inc.                                                                     48,925
                 ----------------------------------------------------------------------------------
         1,900   Western Resources, Inc.                                                                    53,438
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     883,655
                 ----------------------------------------------------------------------------------  -------------
                 NATURAL GAS--0.6%
                 ----------------------------------------------------------------------------------
         1,000   Consolidated Natural Gas Co.                                                               35,000
                 ----------------------------------------------------------------------------------
         1,200   Enron Corp.                                                                                32,400
                 ----------------------------------------------------------------------------------
         2,200   MCN Corp.                                                                                  39,875
                 ----------------------------------------------------------------------------------
         1,700   Pacific Enterprises                                                                        36,338
                 ----------------------------------------------------------------------------------
         1,200   Sonat, Inc.                                                                                33,750
                 ----------------------------------------------------------------------------------
         1,900   UGI Corp.                                                                                  35,863
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     213,226
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                UTILITY--CONTINUED
                ----------------------------------------------------------------------------------
                TELECOMMUNICATIONS--3.2%
                ----------------------------------------------------------------------------------
        3,400   Ameritech Corp.                                                                     $     134,300
                ----------------------------------------------------------------------------------
        3,000   AT&T Corp.                                                                                147,375
                ----------------------------------------------------------------------------------
        2,600   Bell Atlantic Corp.                                                                       130,325
                ----------------------------------------------------------------------------------
        2,600   BellSouth Corp.                                                                           134,875
                ----------------------------------------------------------------------------------
        4,500   GTE Corp.                                                                                 137,813
                ----------------------------------------------------------------------------------
        3,500   NYNEX Corp.                                                                               131,688
                ----------------------------------------------------------------------------------
        4,000   Southern New England Telecommunications Corp.                                             132,000
                ----------------------------------------------------------------------------------
        3,300   Southwestern Bell Corp.                                                                   136,538
                ----------------------------------------------------------------------------------
        3,800   U.S. West, Inc.                                                                           133,950
                ----------------------------------------------------------------------------------  -------------
                Total                                                                                   1,218,864
                ----------------------------------------------------------------------------------  -------------
                TOTAL UTILITY (IDENTIFIED COST, $2,348,515)                                             2,315,745
                ----------------------------------------------------------------------------------  -------------
                TOTAL STOCKS (IDENTIFIED COST, $4,643,345)                                              4,531,312
                ----------------------------------------------------------------------------------  -------------
  PRINCIPAL
    AMOUNT
- --------------  ----------------------------------------------------------------------------------
BONDS--86.5%
- --------------------------------------------------------------------------------------------------
                TREASURY--42.8%
                ----------------------------------------------------------------------------------
$   16,600,000  U.S. Treasury Note, 6.25%, 1/31/97 (IDENTIFIED COST, $16,317,281)                      16,219,528
                ----------------------------------------------------------------------------------  -------------
                MORTAGE-BACKED SECURITIES--23.1%
                ----------------------------------------------------------------------------------
                GOVERNMENT AGENCY--23.1%
                ----------------------------------------------------------------------------------
       495,184  Federal Home Loan Mortgage Association, Pool 393, 9.00%, 7/1/2020                         504,151
                ----------------------------------------------------------------------------------
       264,034  Federal Home Loan Mortgage Association, Pool D54720, 7.00%,
                7/1/2024                                                                                  238,039
                ----------------------------------------------------------------------------------
        98,304  Federal Home Loan Mortgage Association, Pool D54761, 8.50%,
                7/1/2024                                                                                   96,705
                ----------------------------------------------------------------------------------
       498,332  Federal Home Loan Mortgage Association, Pool D55936, 8.50%,
                8/1/2024                                                                                  490,229
                ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                        VALUE
  PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                             DOLLARS
<C>             <S>                                                                                 <C>
- --------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- --------------------------------------------------------------------------------------------------
                MORTAGE-BACKED SECURITIES--CONTINUED
                ----------------------------------------------------------------------------------
                GOVERNMENT AGENCY--CONTINUED
                ----------------------------------------------------------------------------------
$      500,601  Federal Home Loan Mortgage Corporation, Pool C80177, 7.50%,
                5/1/2024                                                                            $     466,961
                ----------------------------------------------------------------------------------
       966,184  Federal Home Loan Mortgage Corporation, Pool E58069, 7.00%,
                4/1/2009                                                                                  907,894
                ----------------------------------------------------------------------------------
       523,611  Federal National Mortgage Association, Pool 250083, 7.00%, 7/1/2024                       473,862
                ----------------------------------------------------------------------------------
       992,547  Federal National Mortgage Association, Pool 250197, 9.50%, 10/1/2024                    1,023,862
                ----------------------------------------------------------------------------------
       246,076  Federal National Mortgage Association, Pool 278507, 7.50%, 6/1/2009                       236,383
                ----------------------------------------------------------------------------------
       505,100  Federal National Mortgage Association, Pool 303073, 8.00%, 11/1/2024                      484,098
                ----------------------------------------------------------------------------------
       241,410  Government National Mortgage Association, Pool 379445, 7.50%,
                5/15/2024                                                                                 222,546
                ----------------------------------------------------------------------------------
     1,385,000  Government National Mortgage Association, Pool 380656, 8.00%,
                11/15/2024                                                                              1,317,897
                ----------------------------------------------------------------------------------
     2,344,452  Government National Mortgage Association, Pool 407068, 8.50%,
                10/15/2024                                                                              2,301,924
                ----------------------------------------------------------------------------------  -------------
                TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $8,996,125)                          8,764,551
                ----------------------------------------------------------------------------------  -------------
                HIGH YIELD--2.4%
                ----------------------------------------------------------------------------------
                BROADCAST RADIO & T.V.--0.3%
                ----------------------------------------------------------------------------------
       125,000  SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                   125,938
                ----------------------------------------------------------------------------------  -------------
                BUSINESS EQUIPMENT & SERVICES--0.4%
                ----------------------------------------------------------------------------------
       150,000  Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                             141,750
                ----------------------------------------------------------------------------------  -------------
                CABLE T.V.--0.3%
                ----------------------------------------------------------------------------------
       125,000  Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                        112,500
                ----------------------------------------------------------------------------------  -------------
                CHEMICALS & PLASTICS--0.3%
                ----------------------------------------------------------------------------------
       125,000  Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                              120,625
                ----------------------------------------------------------------------------------  -------------
                FOOD SERVICES--0.3%
                ----------------------------------------------------------------------------------
       125,000  Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                              114,688
                ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                        VALUE
  PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                             DOLLARS
<C>             <S>                                                                                 <C>
- --------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- --------------------------------------------------------------------------------------------------
                HIGH YIELD--CONTINUED
                ----------------------------------------------------------------------------------
                FOREST PRODUCTS--0.3%
                ----------------------------------------------------------------------------------
$      125,000  Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                   $     115,000
                ----------------------------------------------------------------------------------  -------------
                STEEL--0.3%
                ----------------------------------------------------------------------------------
       125,000  GS Technologies Operating Co., Inc., Sr. Note, 12.00%, 9/1/2004                           125,313
                ----------------------------------------------------------------------------------  -------------
                TELECOMMUNICATIONS & CELLULAR--0.2%
                ----------------------------------------------------------------------------------
       150,000  NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            64,875
                ----------------------------------------------------------------------------------  -------------
                TOTAL HIGH YIELD (IDENTIFIED COST, $985,889)                                              920,689
                ----------------------------------------------------------------------------------  -------------
                INVESTMENT-GRADE--10.1%
                ----------------------------------------------------------------------------------
                AEROSPACE & DEFENSE--0.8%
                ----------------------------------------------------------------------------------
       300,000  Grumman Corp., Deb., 10.375%, 1/1/99                                                      309,099
                ----------------------------------------------------------------------------------  -------------
                CONGLOMERATES--0.7%
                ----------------------------------------------------------------------------------
       250,000  Leucadia National Corp., Sr. Sub., 10.375%, 6/15/2002                                     265,000
                ----------------------------------------------------------------------------------  -------------
                FINANCE-AUTOMOTIVE--0.6%
                ----------------------------------------------------------------------------------
       250,000  GMAC, Medium Term Note, 7.25%, 4/30/99                                                    239,310
                ----------------------------------------------------------------------------------  -------------
                FINANCE-RETAIL--0.5%
                ----------------------------------------------------------------------------------
       250,000  Household Finance Corp., Deb., 6.45%, 2/1/2009                                            204,645
                ----------------------------------------------------------------------------------  -------------
                FINANCIAL INTERMEDIARIES--0.5%
                ----------------------------------------------------------------------------------
       200,000  Merrill Lynch & Co., Inc., Medium Term Note, 7.25%, 6/14/2004                             194,574
                ----------------------------------------------------------------------------------  -------------
                FOOD & DRUG RETAILERS--0.6%
                ----------------------------------------------------------------------------------
       225,000  Hook-Superx, Sr. Note, 10.125%, 6/1/2002                                                  230,906
                ----------------------------------------------------------------------------------  -------------
                FOREST PRODUCTS--0.8%
                ----------------------------------------------------------------------------------
       300,000  Georgia-Pacific Corp., Deb., 10.125%, 5/15/2000                                           304,509
                ----------------------------------------------------------------------------------  -------------
                GOVERNMENT AGENCY--0.8%
                ----------------------------------------------------------------------------------
       300,000  Tennessee Valley Authority, 7.318%, 5/31/99                                               290,463
                ----------------------------------------------------------------------------------  -------------
                INSURANCE--0.5%
                ----------------------------------------------------------------------------------
       200,000  Sunamerica, Inc., Medium Term Note, 6.58%, 1/15/2002                                      178,574
                ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                        VALUE
  PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                             DOLLARS
<C>             <S>                                                                                 <C>
- --------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- --------------------------------------------------------------------------------------------------
                 INVESTMENT-GRADE--CONTINUED
                 ----------------------------------------------------------------------------------
                 PRINTING & PUBLISHING--0.6%
                 ----------------------------------------------------------------------------------
 $     250,000   News America Holdings, Inc., Sr. Note, 7.50%, 3/1/2000                              $     235,450
                 ----------------------------------------------------------------------------------  -------------
                 SOVEREIGN GOVERNMENT--1.5%
                 ----------------------------------------------------------------------------------
       300,000   (b)Freeport Terminal (Malta), Gtd. Global Note, 7.50%, 3/29/2004                          272,304
                 ----------------------------------------------------------------------------------
       150,000   Ontario Hydro, Local Gov't. Guarantee, 9.25%, 5/1/95                                      151,781
                 ----------------------------------------------------------------------------------
       150,000   Quebec Hydro, Deb., 7.375%, 2/1/2003                                                      139,890
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     563,975
                 ----------------------------------------------------------------------------------  -------------
                 TOBACCO--0.7%
                 ----------------------------------------------------------------------------------
       250,000   Philip Morris, Deb., 8.625%, 3/1/99                                                       252,120
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.5%
                 ----------------------------------------------------------------------------------
       300,000   Duke Power Co., 1st Mtg. Note, 7.00%, 9/1/2005                                            269,667
                 ----------------------------------------------------------------------------------
       300,000   Gulf States Utilities, FMB, 6.75%, 10/1/98                                                283,752
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     553,419
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENT-GRADE (IDENTIFIED COST, $3,922,440)                                    3,822,044
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.1%
                 ----------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.1%
                 ----------------------------------------------------------------------------------
         30,000  General Instrument Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $40,725)                                                                 40,814
                 ----------------------------------------------------------------------------------  -------------
    FOREIGN
   CURRENCY
  PAR AMOUNT
- ---------------  ----------------------------------------------------------------------------------
                 FOREIGN--8.0%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.2%
                 ----------------------------------------------------------------------------------
       100,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                     82,080
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM FRANC--0.3%
                 ----------------------------------------------------------------------------------
     3,100,000   Belgian Government, Foreign Government Guarantee, 10.00%, 4/6/96                          100,245
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
ONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 CANADIAN DOLLAR--0.5%
                 ----------------------------------------------------------------------------------
       250,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                         $     177,736
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--1.6%
                 ----------------------------------------------------------------------------------
       300,000   Bundesobligation, 8.875%, 1/22/96                                                         197,129
                 ----------------------------------------------------------------------------------
       350,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 226,085
                 ----------------------------------------------------------------------------------
       175,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         113,065
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     536,279
                 ----------------------------------------------------------------------------------  -------------
                 FRENCH FRANC--0.8%
                 ----------------------------------------------------------------------------------
       850,000   France O.A.T., 8.50%, 11/25/2002                                                          164,090
                 ----------------------------------------------------------------------------------
       800,000   France O.A.T., 9.80%, 1/30/96                                                             154,036
                 ----------------------------------------------------------------------------------
       300,000   KFW International Finance, Inc., 7.00%, 5/12/2000                                          54,061
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     372,187
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.4%
                 ----------------------------------------------------------------------------------
   260,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                  162,874
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--2.4%
                 ----------------------------------------------------------------------------------
    35,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         401,254
                 ----------------------------------------------------------------------------------
    48,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     521,342
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     922,596
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS GUILDER--0.5%
                 ----------------------------------------------------------------------------------
       325,000   Netherlands Government, 6.00%, 4/15/95                                                    184,949
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.3%
                 ----------------------------------------------------------------------------------
    18,000,000   Spain (Government), 8.30%, 12/15/98                                                       126,133
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED INCOME FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
ONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 UNITED KINGDOM POUND--1.0%
                 ----------------------------------------------------------------------------------
       225,000   UK Conversion, 9.00%, 3/3/2000                                                      $     360,811
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $3,028,163)                                             3,025,890
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $33,290,623)                                             32,793,516
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $37,933,968)                                    $  37,324,828+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


The following abbreviations are used in this portfolio:



ADR -- American Depository Receipts


PLC -- Public Limited Co.


REIT -- Real Estate Investment Trust



 (a) Non-income producing.



(b) Restricted Securities--Investments in securities not registered under the
    Securities Act of 1933. At the end of the period, this security amounted to
    $272,304, which represents 0.7% of net assets.



 The cost for federal income tax purposes amounts to $37,957,552. The net
 unrealized depreciation on a federal tax cost basis amounts to $632,724, and is
 comprised of $147,142 appreciation and $779,866 depreciation at November 30,
 1994.



The Fund's overall exposure to utility stocks is 6.6%.



Note: The categories of investments are shown as a percentage of net assets
($37,889,913) at
      November 30, 1994.



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


FEDERATED MANAGED INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES


NOVEMBER 30, 1994


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


<TABLE>
<S>                                                                                         <C>        <C>
ASSETS:
- -----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $37,933,968 and tax cost, $37,957,552)           $ 37,324,828
- -----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $42,716)                                            42,509
- -----------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                           649,134
- -----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                         42,448
- -----------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                               8,644
- -----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                            45,934
- -----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                         38,113,497
- -----------------------------------------------------------------------------------------------------
LIABILITIES:
- -----------------------------------------------------------------------------------------------------
Payable to Bank                                                                             $  72,977
- ------------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                         42,557
- ------------------------------------------------------------------------------------------
Payable for investments purchased                                                              18,878
- ------------------------------------------------------------------------------------------
Tax withholding liability                                                                         603
- ------------------------------------------------------------------------------------------
Accrued expenses                                                                               88,569
- ------------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                       223,584
- -----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 3,880,252 shares of beneficial interest outstanding                                     $ 37,889,913
- -----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- -----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                        $ 38,782,799
- -----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation
of assets and liabilities in foreign currency, and futures contracts                                       (609,463)
- -----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency
transactions, and futures contracts                                                                        (329,392)
- -----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                          45,969
- -----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                   $ 37,889,913
- -----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- -----------------------------------------------------------------------------------------------------
Institutional Service Shares ($34,692,299 / 3,552,816 shares of beneficial interest outstanding)              $9.76
- -----------------------------------------------------------------------------------------------------  ------------
Select Shares ($3,197,614 / 327,436 shares of beneficial interest outstanding)                                $9.77
- -----------------------------------------------------------------------------------------------------  ------------
</TABLE>

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

FEDERATED MANAGED INCOME FUND
STATEMENT OF OPERATIONS
PERIOD ENDED NOVEMBER 30, 1994*
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                <C>        <C>        <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $1,490 and dollar roll interest expense of $18,217)           $1,027,728
- -------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $118)                                                            97,698
- -------------------------------------------------------------------------------------------------------  ---------
    Total investment income                                                                              1,125,426
- -------------------------------------------------------------------------------------------------------
EXPENSES:
- -------------------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $ 126,272
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        41,192
- --------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                          69,732
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                         18,929
- --------------------------------------------------------------------------------------------
Legal fees                                                                                        1,242
- --------------------------------------------------------------------------------------------
Fund share registration costs                                                                    10,309
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              1,347
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                5,265
- --------------------------------------------------------------------------------------------
Taxes                                                                                               526
- --------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                           4,407
- --------------------------------------------------------------------------------------------
Distribution services fee                                                                        13,223
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                     8,353
- --------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                              300,797
- --------------------------------------------------------------------------------------------
Deduct--
- --------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                  $ 126,272
- ---------------------------------------------------------------------------------
Waiver of distribution services fee                                                    4,407
- ---------------------------------------------------------------------------------
Reimbursement of other operating expenses                                             44,331    175,010
- ---------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                           125,787
- -------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                              999,639
- -------------------------------------------------------------------------------------------------------  ---------
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)                                                                                   (311,738)
- -------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation
of assets and liabilities in foreign currency, and futures
contracts                                                                                                 (609,463)
- -------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts       (921,201)
- -------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                   $  78,438
- -------------------------------------------------------------------------------------------------------  ---------
</TABLE>


*For the period from January 18, 1994 (start of business) to November 30, 1994.



(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
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------------------
Net investment income                                                                          $      999,639
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures
contracts ($305,808 net loss, as computed for federal tax purposes)                                  (311,738)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures
contracts                                                                                            (609,463)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets resulting from operations                                                    78,438
- ----------------------------------------------------------------------------------------  ------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (883,551)
- ----------------------------------------------------------------------------------------
     Select Shares                                                                                    (87,664)
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets resulting from distributions to shareholders                          (971,215)
- ----------------------------------------------------------------------------------------  ------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       42,977,477
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                                                 228,430
- ----------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (4,523,217)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets from Fund share transactions                                             38,682,690
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets                                                                     37,789,913
- ----------------------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------------------
Beginning of period                                                                                   100,000
- ----------------------------------------------------------------------------------------  ------------------------
End of period (including undistributed net investment income of $45,969)                       $   37,889,913
- ----------------------------------------------------------------------------------------  ------------------------
</TABLE>

* For the period from January 18, 1994 (start of business) to November 30, 1994.

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

FEDERATED MANAGED INCOME FUND
NOTES TO FINANCIAL STATEMENTS


NOVEMBER 30, 1994


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



(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.



D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     understanding of the applicable country's tax rules and rates. At November
     30, 1994, the Fund, for federal tax purposes, had a capital loss
     carryforward of $305,808, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire in 2002 ($305,808).



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 November 30, 1994 the Fund had a realized
     gain of $36,351 on futures contracts.



G.   DOLLAR ROLL TRANSACTIONS--The Fund enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA, and FHLMC, in
     which the Fund loans mortgage securities to financial institutions and
     simultaneously agrees to accept substantially similar (same type, coupon
     and maturity) securities at a later date at an agreed upon price. Dollar
     roll transactions are short-term financing arrangements which will not
     exceed twelve months. The Fund will use the proceeds generated from the
     transactions to invest in short-term investments, which may enhance the
     Fund's current yield and total return.



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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                   <C>
Agency                      2.0%
Sovereign                   6.2
State/Provincial            0.2
Supranational               1.1
</TABLE>


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



K.   RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under Federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Board of Trustees. The Fund will not
     incur any registration costs upon such resales. The Fund's restricted
     securities are valued at the price provided by dealers in the secondary
     market or, if no market prices are available, at the fair value as
     determined by the Fund's pricing committee. Additional information on each
     restricted security held at November 30, 1994 is as follows:


<TABLE>
<CAPTION>
                                  ACQUISITION     ACQUISITION
           SECURITY                   DATE            COST
<S>                              <C>             <C>
Freeport Terminal (Malta)           7/19/94         $284,196
</TABLE>


L.   RECLASSIFICATION--During the period ended November 30, 1994, the Fund
     adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These differences are due to
     differing treatments for foreign currency and futures transactions. Amounts
     as of November 30, 1994 have been reclassified to reflect an increase in
     paid-in capital of $109, an increase in undistributed net investment income
     of $17,545, and a decrease in accumulated net realized gain (loss) of
     $17,654. Net investment income, net realized gains, and net assets were not
     affected by this change.



M.   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:


FEDERATED MANAGED INCOME FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  PERIOD ENDED NOVEMBER 30,
<S>                                                                              <C>           <C>
                                                                                            1994*

<CAPTION>
INSTITUTIONAL SERVICE SHARES                                                        SHARES        DOLLARS
<S>                                                                              <C>           <C>
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                         3,801,238  $  37,969,931
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                         21,807        216,633
- -------------------------------------------------------------------------------
Shares redeemed                                                                      (280,229)    (2,787,738)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Institutional Service
       share transactions                                                           3,542,816  $  35,398,826
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>


*For the period from January 18, 1994 (start of business) to November 30, 1994.

<TABLE>
<CAPTION>
                                                                                  PERIOD ENDED NOVEMBER 30,
<S>                                                                              <C>           <C>
                                                                                           1994**

<CAPTION>
SELECT SHARES                                                                       SHARES        DOLLARS
<S>                                                                              <C>           <C>
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                           501,463  $   5,007,546
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                          1,189         11,797
- -------------------------------------------------------------------------------
Shares redeemed                                                                      (175,216)    (1,735,479)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Select share transactions                              327,436      3,283,864
- -------------------------------------------------------------------------------  ------------  -------------
       Total net change resulting from Fund share transactions                      3,870,252  $  38,682,690
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>


**For the period from January 27, 1994 (start of business) to November 30, 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 and reimburse certain other 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 on an annualized basis. 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 each class of shares for the period. This fee is to obtain certain
personal services for shareholders and to maintain the shareholder accounts. For
the period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer 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 ($37,447) and start-up
administrative service expenses ($39,068) were borne initially by the Adviser.
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 November 30,
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
November 30, 1994, were as follows:


<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $  85,408,559
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  46,927,382
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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



To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST
(Federated Managed Income Fund):



We have audited the accompanying statement of assets and liabilities of
Federated Managed Income Fund (an investment portfolio of Managed Series Trust,
a Massachusetts business trust), including the schedule of portfolio of
investments, as of November 30, 1994, and the related statement of operations
and changes in net assets, and the financial highlights (see pages 2 and 27 of
the prospectus) for the period from January 18, 1994 (start of business) to
November 30, 1994. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.



We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Income Fund (an investment portfolio of Managed Series Trust)
as of November 30, 1994, and the results of its operations, the changes in its
net assets, and its financial highlights for the period from January 18, 1994
(start of business) to November 30, 1994, in conformity with generally accepted
accounting principles.



                                                             ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
January 17, 1995


<PAGE>

                       THIS PAGE INTENTIONALLY LEFT BLANK

APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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
- ---------------------------------------------------------------------------------------------------------------------
Independent Public Accountants
                    Arthur Andersen LLP                                    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 January 31, 1995


[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779


56166K206
3122012A-SEL (1/95)

[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  MANAGED SERIES TRUST
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund


Federated Managed Growth and Income Fund

[Logo]
Lifecycle Investing
From Federated Investors

Institutional Service
Shares

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

Other funds available in Managed
Series Trust are Federated Managed Income
Fund, Federated Managed Growth Fund, and
Federated Managed Aggressive Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors




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 January 31, 1995, 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 January 31, 1995

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

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


FINANCIAL HIGHLIGHTS                                                           2

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 4
      Mortgage-Backed Securities                                               5
      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
         Investment Risks                                                      5
      Foreign Bonds                                                            6
    Equity Asset Categories                                                    6
      Large Company Stocks                                                     6
      Utility Stocks                                                           6
      Small Company Stocks                                                     6
         Investment Risks                                                      6
      Foreign Stocks                                                           7
      Equity Reserves                                                          7
    Acceptable Investments                                                     7
      U.S. Treasury and Other U.S. Government
         Securities                                                            7
      Mortgage-Backed Securities                                               7
         Collateralized Mortgage Obligations
           ("CMOs")                                                            8
         Real Estate Mortgage Investment
           Conduits ("REMICs")                                                 8
         Characteristics of Mortgage-
           Backed Securities                                                   8
      Corporate Bonds                                                          9
      Equity Securities                                                        9
      Foreign Securities                                                      10
         Investment Risks                                                     10
      Equity Reserves                                                         10
         Repurchase Agreements                                                10
      Convertible Sercurities                                                 10
    Investing in Securities of
      Other Investment Companies                                              11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed
      Delivery Transactions                                                   11
    Lending of Portfolio Securities                                           11
    Foreign Currency Transactions                                             12
      Currency Risks                                                          12
    Forward Foreign Currency
      Exchange Contracts                                                      12
    Options                                                                   13
    Futures and Options on Futures                                            13
      Risks                                                                   14
    Portfolio Turnover                                                        14
  Investment Limitations                                                      14

TRUST INFORMATION                                                             15
- ------------------------------------------------------

  Management of the Trust                                                     15
    Board of Trustees                                                         15
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    15
  Distribution of Institutional Service Shares                                18
  Administration of the Fund                                                  18
    Administrative Services                                                   18
    Shareholder Services Plan                                                 18
    Other Payments to Financial Institutions                                  18
    Custodian                                                                 18
    Transfer Agent and Dividend
      Disbursing Agent                                                        18

    Independent Public Accountants                                            19

  Brokerage Transactions                                                      19
  Expenses of the Fund and Institutional
    Service Shares                                                            19

NET ASSET VALUE                                                               19
- ------------------------------------------------------

INVESTING IN INSTITUTIONAL SERVICE SHARES                                     20
- ------------------------------------------------------

  Share Purchases                                                             20
    Through a Financial Institution                                           20
    By Wire                                                                   20
    By Mail                                                                   20
  Minimum Investment Required                                                 20
  What Shares Cost                                                            21
  Subaccounting Services                                                      21
  Systematic Investment Program                                               21
  Certificates and Confirmations                                              21
  Dividends                                                                   21
  Capital Gains                                                               22

REDEEMING INSTITUTIONAL SERVICE SHARES                                        22
- ------------------------------------------------------

  Through a Financial Institution                                             22
  Telephone Redemption                                                        22
  Written Requests                                                            22
    Signatures                                                                23
    Receiving Payment                                                         23
  Systematic Withdrawal Program                                               23
  Accounts with Low Balances                                                  23

SHAREHOLDER INFORMATION                                                       24
- ------------------------------------------------------

  Voting Rights                                                               24
  Massachusetts Partnership Law                                               24

TAX INFORMATION                                                               24
- ------------------------------------------------------

  Federal Income Tax                                                          24
  Pennsylvania Corporate and
    Personal Property Taxes                                                   25

PERFORMANCE INFORMATION                                                       25
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       25
- ------------------------------------------------------


  Financial Highlights--Select Shares                                         27



FINANCIAL STATEMENTS                                                          28


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



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      56

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

APPENDIX                                                                      57
- ------------------------------------------------------


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



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 average net assets)
Management Fee (after waiver) (1).........................................................................       0.28%
12b-1 Fee.................................................................................................       None
Total Other Expenses......................................................................................       0.72%
    Shareholder Services Fee (after waiver) (2)................................................       0.00%
         Total Institutional Service Shares Operating Expenses (3)........................................       1.00%
</TABLE>


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


(1) The management fee has been reduced to reflect the 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 shareholder services fee is 0.25%.



(3) The Total Institutional Service Shares Operating Expenses in the table above
    are based on expenses expected during the fiscal year ending November 30,
    1995. The Total Institutional Service Shares Operating Expenses were 0.88%
    for the fiscal year ended November 30, 1994 and would have been 1.47% absent
    the voluntary waiver of a portion of the management fee.



    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of 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.



    The information set forth in the foregoing table and example relates only to
Institutional Service Shares of the Fund. The Fund 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."



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


(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 56.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                      $           10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.25
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.25)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                     0.00
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.15)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                     $   9.85
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                         0.02%
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             0.88%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                5.07%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     0.59%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                           $43,793
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                               132%
- ----------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994, the Fund had no investment activity.

 ** 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.

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


Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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 equities. 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 equities. The
equities asset categories are large company stocks, utility stocks, small
company stocks, foreign stocks and equity reserves.


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                        0-7.5%
Foreign Bonds                                     0-7.5%

EQUITIES                                          30-50%
Large Company Stocks                               0-50%
Utility Stocks                                     0-20%
Small Company Stocks                              0-7.5%
Foreign Stocks                                    0-7.5%
Equity 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 prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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. 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.

     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 7.5 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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 7.5 percent of its total assets in foreign bonds.



EQUITY ASSET CATEGORIES.  The portion of the Fund's assets which is invested in
equities 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 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, small company stocks may
         decline in price as large company stocks rise in price 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of the asset category ranges. The Fund may invest up to
     7.5 percent of its total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is desirable, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 15 percent of its total assets in equity 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 an 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 or 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 Ratings Group (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.

     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.

     EQUITY RESERVES.  The Fund's equity 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.

     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common


     stock at the option of the holder during a specified time period.
     Convertible securities may take the form of convertible preferred stock,
     convertible bonds or debentures, units consisting of "usable" bonds and
     warrants or a combination of the features of several of these securities.
     The investment characteristics of each convertible security vary widely,
     which allows convertible securities to be employed for different investment
     objectives. The adviser may treat convertible securities as large company
     stocks, small company stocks, or high yield bonds for purposes of the asset
     category ranges, depending upon current market conditions, including the
     relationship of the then-current price to the conversion price. The
     convertible securities in which the Fund invests may be rated "high yield"
     or of comparable quality at the time of purchase.


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


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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


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


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. The Fund will not
invest more than 7.5% of its total assets in forward foreign currency exchange
contracts.


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. Interest rate
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 utilize stock index futures to
handle cash flows into and out of the Fund and to potentially reduce
transactional costs.

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 $70 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 Fund 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 and has been
     a Vice President of the Fund's investment adviser since January, 1994.
     Prior to this, Mr. Bauer served 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 senior 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.



     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Management
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.



     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser since 1994. From
     1992 until 1994, Mr. Grefenstett acted as an investment analyst. Mr.
     Grefenstett was a credit analyst at Westinghouse Credit Corp. from 1990
     until 1992, and an investment officer at Pittsburgh National Bank from 1987
     until 1990. Mr. Grefenstett is a Chartered Financial Analyst and received
     his M.B.A. in finance from Carnegie Mellon University.


     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.

     Thomas M. Franks is the portfolio manager for the equity 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.

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, 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.

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.

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.

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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

BROKERAGE TRANSACTIONS

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

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 reserve the right to allocate certain other expenses to holders of
Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Shares; fees under the Fund's
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.
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: Federated Services Company, c/o 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. As of January 11, 1995, IU & Co. of
Columbus, Indiana, acting in various capacities for numerous accounts, was the
owner of record of 111,762.445 Select Shares (28.572%) 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.


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 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 generally
exceed that of Select Shares by the difference between Class Expenses and
distribution and shareholder service expenses borne by shares of each respective
class.


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

FEDERATED MANAGED GROWTH AND INCOME FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


Reference is made to the Report of Independent Accountants on page 56.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                      $           10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.21
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.25)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                    (0.04)
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.13)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                     $   9.83
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                        (0.40%)
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             1.64%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                4.33%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     0.84%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                            $3,697
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                               132%
- ----------------------------------------------------------------------------------------
</TABLE>


  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994, the Fund had no investment activity.


 ** 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.

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


Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED GROWTH AND INCOME FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCK--27.7%*
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--13.0%
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.0%
                 ----------------------------------------------------------------------------------
         1,600   Eastman Chemical Co.                                                                $      75,400
                 ----------------------------------------------------------------------------------
         2,600   Lubrizol Corp.                                                                             81,900
                 ----------------------------------------------------------------------------------
         3,500   Phelps Dodge Corp.                                                                        200,375
                 ----------------------------------------------------------------------------------
         5,500   Praxair, Inc.                                                                             111,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     469,050
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.1%
                 ----------------------------------------------------------------------------------
         2,000   Chrysler Corp.                                                                             96,750
                 ----------------------------------------------------------------------------------
         2,800   Eastman Kodak Co.                                                                         127,750
                 ----------------------------------------------------------------------------------
         4,000   Ford Motor Co.                                                                            108,500
                 ----------------------------------------------------------------------------------
         7,100   Mattel, Inc.                                                                              189,925
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     522,925
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--1.0%
                 ----------------------------------------------------------------------------------
         1,700   Avon Products, Inc.                                                                       105,187
                 ----------------------------------------------------------------------------------
         2,800   Philip Morris Cos., Inc.                                                                  167,300
                 ----------------------------------------------------------------------------------
         3,500   Reebok International, Ltd.                                                                134,313
                 ----------------------------------------------------------------------------------
        12,500   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 84,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     491,175
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.7%
                 ----------------------------------------------------------------------------------
         5,000   American Stores Co.                                                                       131,875
                 ----------------------------------------------------------------------------------
         3,700   Sears, Roebuck & Co.                                                                      174,825
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     306,700
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--1.4%
                 ----------------------------------------------------------------------------------
         4,600   Baker Hughes, Inc.                                                                         82,800
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         3,700   Chevron Corp.                                                                       $     161,412
                 ----------------------------------------------------------------------------------
         2,000   Mapco, Inc.                                                                               100,250
                 ----------------------------------------------------------------------------------
         2,500   Texaco, Inc.                                                                              155,313
                 ----------------------------------------------------------------------------------
         6,000   USX Marathon Group                                                                        108,000
                 ----------------------------------------------------------------------------------
         1,600   (a)Western Atlas, Inc.                                                                     69,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     677,575
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--2.3%
                 ----------------------------------------------------------------------------------
         2,000   AMLI Residential Properties Trust, REIT                                                    36,750
                 ----------------------------------------------------------------------------------
         1,800   Bankers Trust of New York Corp.                                                           106,650
                 ----------------------------------------------------------------------------------
         3,400   Citicorp                                                                                  141,525
                 ----------------------------------------------------------------------------------
         2,300   Dean Witter, Discover & Co.                                                                80,500
                 ----------------------------------------------------------------------------------
         1,300   Federal National Mortgage Association                                                      92,463
                 ----------------------------------------------------------------------------------
         3,648   Mellon Bank Corp.                                                                         120,840
                 ----------------------------------------------------------------------------------
         4,200   PNC Financial Corp.                                                                        87,150
                 ----------------------------------------------------------------------------------
         1,700   Providian Corp.                                                                            51,425
                 ----------------------------------------------------------------------------------
         4,200   Ryder Systems, Inc.                                                                        90,825
                 ----------------------------------------------------------------------------------
         2,300   Transamerica Corp.                                                                        108,963
                 ----------------------------------------------------------------------------------
         4,700   Travelers, Inc.                                                                           154,513
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,071,604
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.1%
                 ----------------------------------------------------------------------------------
         2,600   American Home Products Corp.                                                              169,325
                 ----------------------------------------------------------------------------------
         2,300   Becton, Dickinson & Co.                                                                   108,675
                 ----------------------------------------------------------------------------------
         2,300   Bristol-Myers Squibb Co.                                                                  132,825
                 ----------------------------------------------------------------------------------
         3,000   U.S. Healthcare, Inc.                                                                     134,250
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     545,075
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 INDUSTRIAL/MANUFACTURING--1.5%
                 ----------------------------------------------------------------------------------
         1,500   Caterpillar, Inc.                                                                   $      81,000
                 ----------------------------------------------------------------------------------
           900   Deere & Co.                                                                                57,825
                 ----------------------------------------------------------------------------------
         2,600   (a)FMC Corp.                                                                              151,450
                 ----------------------------------------------------------------------------------
         2,100   General Electric Co.                                                                       96,600
                 ----------------------------------------------------------------------------------
         2,100   (a)Litton Industries, Inc.                                                                 71,663
                 ----------------------------------------------------------------------------------
         1,100   Loews Corp.                                                                                95,013
                 ----------------------------------------------------------------------------------
         3,200   Textron, Inc.                                                                             150,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     703,951
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--1.8%
                 ----------------------------------------------------------------------------------
         4,800   General Motors Corp., Class E                                                             176,400
                 ----------------------------------------------------------------------------------
         1,900   Hewlett-Packard Co.                                                                       186,200
                 ----------------------------------------------------------------------------------
         1,000   International Business Machines Corp.                                                      70,750
                 ----------------------------------------------------------------------------------
         3,400   Martin-Marietta Corp.                                                                     147,475
                 ----------------------------------------------------------------------------------
         2,600   Raytheon Co.                                                                              163,475
                 ----------------------------------------------------------------------------------
         3,900   Rockwell International Corp.                                                              132,113
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     876,413
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.1%+
                 ----------------------------------------------------------------------------------
         3,500   AT&T Corp.                                                                                171,938
                 ----------------------------------------------------------------------------------
           800   British Telecommunications PLC, ADR                                                        47,500
                 ----------------------------------------------------------------------------------
         1,900   Duke Power Co.                                                                             77,425
                 ----------------------------------------------------------------------------------
         1,900   Enron Corp.                                                                                51,300
                 ----------------------------------------------------------------------------------
         4,400   MCI Communications Corp.                                                                   85,800
                 ----------------------------------------------------------------------------------
         2,100   Telefonos De Mexico, Class L ADR                                                          111,300
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     545,263
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $6,436,440)                                       6,209,731
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--2.1%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.1%
                 ----------------------------------------------------------------------------------
           400   (a)Acme Metals, Inc.                                                                $       6,500
                 ----------------------------------------------------------------------------------
           600   (a)Magma Copper Co.                                                                         9,675
                 ----------------------------------------------------------------------------------
           300   Texas Industries, Inc.                                                                      9,938
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      26,113
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--0.1%
                 ----------------------------------------------------------------------------------
           630   Anthony Industries, Inc.                                                                   10,395
                 ----------------------------------------------------------------------------------
           500   Arctco, Inc.                                                                               10,000
                 ----------------------------------------------------------------------------------
           300   (a)Champion Enterprises, Inc.                                                               8,512
                 ----------------------------------------------------------------------------------
           200   Polaris Industries Partners, L.P.                                                           8,875
                 ----------------------------------------------------------------------------------
           300   (a)Scientific Games Holding Corp.                                                          12,825
                 ----------------------------------------------------------------------------------
           600   SPX Corp.                                                                                   9,300
                 ----------------------------------------------------------------------------------
           300   Toro Co.                                                                                    8,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      68,307
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.1%
                 ----------------------------------------------------------------------------------
           400   (a)Cyrk International, Inc.                                                                14,800
                 ----------------------------------------------------------------------------------
           400   Haggar Corp.                                                                                8,600
                 ----------------------------------------------------------------------------------
           400   Hudson Foods, Inc., Class A                                                                 9,050
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      32,450
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.3%
                 ----------------------------------------------------------------------------------
           400   (a)APS Holding Corp., Class A                                                              10,125
                 ----------------------------------------------------------------------------------
           300   (a)Carmike Cinemas, Inc.                                                                    6,750
                 ----------------------------------------------------------------------------------
           300   (a)Devon Group, Inc.                                                                        7,650
                 ----------------------------------------------------------------------------------
           300   Fair Isaac & Co., Inc.                                                                     12,637
                 ----------------------------------------------------------------------------------
           500   La Quinta Inns, Inc.                                                                       10,625
                 ----------------------------------------------------------------------------------
           300   (a)Landstar System, Inc.                                                                    7,650
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 CONSUMER SERVICES--CONTINUED
                 ----------------------------------------------------------------------------------
           400   Media General, Inc., Class A                                                        $      11,650
                 ----------------------------------------------------------------------------------
         1,200   (a)Prime Hospitality Corp.                                                                  9,000
                 ----------------------------------------------------------------------------------
           600   (a)Revco D. S., Inc.                                                                       13,500
                 ----------------------------------------------------------------------------------
           400   Strawbridge & Clothier, Class A                                                             9,200
                 ----------------------------------------------------------------------------------
           600   (a)Super Rite Foods Holdings Corp.                                                          6,900
                 ----------------------------------------------------------------------------------
           800   (a)The Good Guys, Inc.                                                                      9,600
                 ----------------------------------------------------------------------------------
         1,000   (a)Vitalink Pharmacy Services, Inc.                                                        11,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     126,787
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.1%
                 ----------------------------------------------------------------------------------
           600   (a)Dekalb Energy Co., Class B                                                               9,000
                 ----------------------------------------------------------------------------------
           300   Diamond Shamrock, Inc.                                                                      7,725
                 ----------------------------------------------------------------------------------
         1,500   (a)Numac Energy, Inc.                                                                       8,813
                 ----------------------------------------------------------------------------------
           700   Southwest Gas Corp.                                                                        10,675
                 ----------------------------------------------------------------------------------
           800   (a)Tide West Oil Co.                                                                        8,800
                 ----------------------------------------------------------------------------------
         2,100   (a)Wainoco Oil Corp.                                                                       10,238
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      55,251
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL--0.5%
                 ----------------------------------------------------------------------------------
           600   (a)Acceptance Insurance Cos., Inc.                                                          8,625
                 ----------------------------------------------------------------------------------
           600   Allied Capital Commercial                                                                   9,975
                 ----------------------------------------------------------------------------------
           400   Allied Group, Inc.                                                                         10,200
                 ----------------------------------------------------------------------------------
           400   Centura Banks, Inc.                                                                         8,600
                 ----------------------------------------------------------------------------------
           900   City National Corp.                                                                         8,550
                 ----------------------------------------------------------------------------------
           500   Comdisco, Inc.                                                                             10,687
                 ----------------------------------------------------------------------------------
           500   Commerce Bancorp, Inc.                                                                      9,000
                 ----------------------------------------------------------------------------------
           400   Fremont General Corp.                                                                       9,250
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINANCIAL--CONTINUED
                 ----------------------------------------------------------------------------------
           300   GFC Financial Corp.                                                                 $       8,850
                 ----------------------------------------------------------------------------------
         1,200   Hibernia Corp., Class A                                                                     9,450
                 ----------------------------------------------------------------------------------
           800   Hilb Rogal & Hamilton Co.                                                                   9,000
                 ----------------------------------------------------------------------------------
           500   Money Stores, Inc.                                                                          8,875
                 ----------------------------------------------------------------------------------
           400   (a)Mutual Assurance                                                                        11,200
                 ----------------------------------------------------------------------------------
           600   North Fork Bancorp, Inc.                                                                    8,400
                 ----------------------------------------------------------------------------------
           300   PHH Corp.                                                                                  10,538
                 ----------------------------------------------------------------------------------
           300   Protective Life Corp.                                                                      13,050
                 ----------------------------------------------------------------------------------
           300   Provident Bancorp, Inc.                                                                     9,075
                 ----------------------------------------------------------------------------------
           400   Southern National Corp.                                                                     7,350
                 ----------------------------------------------------------------------------------
           300   TCF Financial Corp.                                                                        11,063
                 ----------------------------------------------------------------------------------
           500   Uslico Corp.                                                                               10,000
                 ----------------------------------------------------------------------------------
           500   Washington National Corp.                                                                  10,000
                 ----------------------------------------------------------------------------------
           600   Webb (Del) Corp.                                                                            9,900
                 ----------------------------------------------------------------------------------
           300   WestAmerica Bancorporation                                                                  9,150
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     220,788
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--0.2%
                 ----------------------------------------------------------------------------------
           500   (a)Advantage Health Corp.                                                                  14,750
                 ----------------------------------------------------------------------------------
           400   (a)Bio Rad Laboratories, Inc., Class A                                                     11,100
                 ----------------------------------------------------------------------------------
           400   (a)Genesis Health Ventures, Inc.                                                           11,300
                 ----------------------------------------------------------------------------------
           500   ICN Pharmaceuticals                                                                        11,188
                 ----------------------------------------------------------------------------------
           400   (a)Sierra Health Services, Inc.                                                            12,300
                 ----------------------------------------------------------------------------------
           400   (a)Universal Health Services, Inc., Class B                                                10,000
                 ----------------------------------------------------------------------------------
           400   West, Inc.                                                                                 10,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      81,088
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 INDUSTRIAL/MANUFACTURING--0.3%
                 ----------------------------------------------------------------------------------
           200   AGCO Corp.                                                                          $       9,125
                 ----------------------------------------------------------------------------------
           300   Blount, Inc., Class A                                                                      13,425
                 ----------------------------------------------------------------------------------
           400   Borden Chemicals & Plastics, L.P.                                                           8,750
                 ----------------------------------------------------------------------------------
           400   Borg-Warner Automotive                                                                      9,400
                 ----------------------------------------------------------------------------------
           600   Brush Wellman, Inc.                                                                         9,075
                 ----------------------------------------------------------------------------------
           300   Butler Manufacturing Co.                                                                   10,200
                 ----------------------------------------------------------------------------------
           500   Castle (A.M.) & Co.                                                                         6,500
                 ----------------------------------------------------------------------------------
           550   Commercial Intertech Corp.                                                                  8,800
                 ----------------------------------------------------------------------------------
           500   (a)Galey & Lord, Inc.                                                                       8,000
                 ----------------------------------------------------------------------------------
           300   Pittway Corp., Class A                                                                     11,588
                 ----------------------------------------------------------------------------------
           600   (a)Smith International, Inc.                                                                8,100
                 ----------------------------------------------------------------------------------
         1,000   Terra Industries, Inc.                                                                     10,875
                 ----------------------------------------------------------------------------------
           500   (a)Western Waste Industries                                                                 7,625
                 ----------------------------------------------------------------------------------
           400   (a)Wolverine Tube, Inc.                                                                     9,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     131,063
                 ----------------------------------------------------------------------------------  -------------
                 RETAIL TRADE--0.0%
                 ----------------------------------------------------------------------------------
           500   Bradlees, Inc.                                                                              6,875
                 ----------------------------------------------------------------------------------
           300   (a)Eckerd Corp.                                                                             8,512
                 ----------------------------------------------------------------------------------
           500   Wolohan Lumber Co.                                                                          7,750
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      23,137
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--0.3%
                 ----------------------------------------------------------------------------------
           550   (a)Bell Industries, Inc.                                                                   12,100
                 ----------------------------------------------------------------------------------
           400   (a)Electronics for Imaging, Inc.                                                            9,400
                 ----------------------------------------------------------------------------------
           500   Energen Corp.                                                                              10,000
                 ----------------------------------------------------------------------------------
           600   (a)Frame Technology Corp.                                                                   9,000
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 TECHNOLOGY--CONTINUED
                 ----------------------------------------------------------------------------------
           500   (a)International Rectifier Corp.                                                    $      10,875
                 ----------------------------------------------------------------------------------
           500   (a)Kemet Corp.                                                                             10,813
                 ----------------------------------------------------------------------------------
           600   Methode Electronics, Inc., Class A                                                          8,400
                 ----------------------------------------------------------------------------------
           600   Pioneer Standard Electronics, Inc.                                                          9,600
                 ----------------------------------------------------------------------------------
           500   (a)SCI Systems, Inc.                                                                        9,250
                 ----------------------------------------------------------------------------------
           500   (a)Silicon Valley Group, Inc.                                                              10,063
                 ----------------------------------------------------------------------------------
           400   (a)Tech-Sym Corp.                                                                           8,750
                 ----------------------------------------------------------------------------------
           300   Tektronix, Inc.                                                                            11,213
                 ----------------------------------------------------------------------------------
           400   (a)Tencor Instruments                                                                      17,750
                 ----------------------------------------------------------------------------------
           300   Watkins Johnson Co.                                                                         9,900
                 ----------------------------------------------------------------------------------
           600   (a)Western Digital Corp.                                                                   11,100
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     158,214
                 ----------------------------------------------------------------------------------  -------------
                 TRANSPORATION--0.0%
                 ----------------------------------------------------------------------------------
           600   Alaska Air Group, Inc.                                                                      9,825
                 ----------------------------------------------------------------------------------
           300   (a)Wisconsin Central Transportation Corp.                                                  12,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      22,275
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.1%+
                 ----------------------------------------------------------------------------------
           300   Buckeye Partners                                                                           10,012
                 ----------------------------------------------------------------------------------
           400   CIPSCO, Inc.                                                                               10,700
                 ----------------------------------------------------------------------------------
           400   Teppco Partners, L.P.                                                                      10,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      31,312
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL SMALL COMPANY (IDENTIFIED COST, $1,010,255)                                         976,785
                 ----------------------------------------------------------------------------------  -------------
                 UTILITY--9.7%+
                 ----------------------------------------------------------------------------------
                 UTILITIES--9.7%
                 ----------------------------------------------------------------------------------
         7,000   Ameritech Corp.                                                                           276,500
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         6,400   AT&T Corp.                                                                          $     314,400
                 ----------------------------------------------------------------------------------
         4,100   Baltimore Gas & Electric Co.                                                               92,762
                 ----------------------------------------------------------------------------------
         5,400   Bell Atlantic Corp.                                                                       270,675
                 ----------------------------------------------------------------------------------
         5,100   BellSouth Corp.                                                                           264,562
                 ----------------------------------------------------------------------------------
         8,421   Cinergy Corp.                                                                             187,367
                 ----------------------------------------------------------------------------------
         4,700   CMS Energy Corp.                                                                          104,575
                 ----------------------------------------------------------------------------------
         2,100   Consolidated Natural Gas Co.                                                               73,500
                 ----------------------------------------------------------------------------------
         5,000   DPL, Inc.                                                                                 101,875
                 ----------------------------------------------------------------------------------
         3,400   DQE, Inc.                                                                                 102,850
                 ----------------------------------------------------------------------------------
         2,500   Duke Power Co.                                                                            101,875
                 ----------------------------------------------------------------------------------
         2,400   Enron Corp.                                                                                64,800
                 ----------------------------------------------------------------------------------
         3,400   Florida Progress Corp.                                                                    103,275
                 ----------------------------------------------------------------------------------
         3,200   FPL Group, Inc.                                                                           113,200
                 ----------------------------------------------------------------------------------
         8,800   GTE Corp.                                                                                 269,500
                 ----------------------------------------------------------------------------------
         4,100   General Public Utilities Corp.                                                            105,575
                 ----------------------------------------------------------------------------------
         4,000   MCN Corp.                                                                                  72,500
                 ----------------------------------------------------------------------------------
         3,800   NIPSCO Industries, Inc.                                                                   111,150
                 ----------------------------------------------------------------------------------
         6,700   NYNEX Corp.                                                                               252,088
                 ----------------------------------------------------------------------------------
         3,300   Pacific Enterprises                                                                        70,538
                 ----------------------------------------------------------------------------------
         6,500   Pacificorp                                                                                120,250
                 ----------------------------------------------------------------------------------
         3,900   Peco Energy Co.                                                                            94,088
                 ----------------------------------------------------------------------------------
         5,400   Pinnacle West Capital Corp.                                                               104,625
                 ----------------------------------------------------------------------------------
         2,700   Sonat, Inc.                                                                                75,938
                 ----------------------------------------------------------------------------------
         5,000   Southern Co.                                                                              103,750
                 ----------------------------------------------------------------------------------
         7,900   Southern New England Telecommunications Corp.                                             260,700
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         6,800   Southwestern Bell Corp.                                                             $     281,350
                 ----------------------------------------------------------------------------------
         3,500   UGI Corp.                                                                                  66,063
                 ----------------------------------------------------------------------------------
         7,400   U.S. West, Inc.                                                                           260,850
                 ----------------------------------------------------------------------------------
         3,500   Utilicorp United, Inc.                                                                     90,125
                 ----------------------------------------------------------------------------------
         3,500   Western Resources, Inc.                                                                    98,438
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL UTILITIES (IDENTIFIED COST, $4,675,517)                                           4,609,744
                 ----------------------------------------------------------------------------------  -------------
                 FOREIGN EQUITY--2.5%
                 ----------------------------------------------------------------------------------
                 AUSTRALIA--0.1%
                 ----------------------------------------------------------------------------------
         1,000   Broken Hill Proprietary Co.                                                                14,356
                 ----------------------------------------------------------------------------------
         6,400   Publishing & Broadcasting                                                                  18,051
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      32,407
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM--0.0%
                 ----------------------------------------------------------------------------------
           300   Delhaize-Le Lion                                                                           12,054
                 ----------------------------------------------------------------------------------  -------------
                 FINLAND--0.0%
                 ----------------------------------------------------------------------------------
           200   Kone Corp. 'B'                                                                             21,215
                 ----------------------------------------------------------------------------------  -------------
                 FRANCE--0.1%
                 ----------------------------------------------------------------------------------
           400   Elf Aquitaine                                                                              27,361
                 ----------------------------------------------------------------------------------  -------------
                 GERMANY--0.1%
                 ----------------------------------------------------------------------------------
            50   Daimler Benz AG                                                                            23,631
                 ----------------------------------------------------------------------------------  -------------
                 HONG KONG--0.1%
                 ----------------------------------------------------------------------------------
         5,400   Cheung Kong Holdings                                                                       22,483
                 ----------------------------------------------------------------------------------
         1,800   HSBC Holdings PLC                                                                          19,900
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      42,383
                 ----------------------------------------------------------------------------------  -------------
                 ITALY--0.0%
                 ----------------------------------------------------------------------------------
           500   Assicurazioni Generali                                                                     11,541
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 JAPAN--1.3%
                 ----------------------------------------------------------------------------------
         2,000   Asahi Bank, Ltd.                                                                    $      23,036
                 ----------------------------------------------------------------------------------
         1,000   Bank of Tokyo, Ltd., Tokyo                                                                 14,953
                 ----------------------------------------------------------------------------------
         1,000   Dai-Ichi Kangyo Bank, Ltd., Tokyo                                                          17,782
                 ----------------------------------------------------------------------------------
         3,000   Fuji Bank, Ltd., Tokyo                                                                     61,834
                 ----------------------------------------------------------------------------------
         2,000   Hitachi, Ltd.                                                                              19,742
                 ----------------------------------------------------------------------------------
         2,000   Industrial Bank of Japan, Ltd., Tokyo                                                      55,570
                 ----------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             53,044
                 ----------------------------------------------------------------------------------
         4,000   Kawasaki Heavy Industries                                                                  18,348
                 ----------------------------------------------------------------------------------
         3,000   Kirin Brewery Co., Ltd                                                                     31,826
                 ----------------------------------------------------------------------------------
         1,000   Matsushita Electric Industrial Co.                                                         15,458
                 ----------------------------------------------------------------------------------
         1,000   Mitsubishi Bank                                                                            22,329
                 ----------------------------------------------------------------------------------
         2,000   Mitsubishi Corp.                                                                           26,673
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Heavy Industries                                                                29,664
                 ----------------------------------------------------------------------------------
         1,000   Mitsubishi Trust & Banking                                                                 14,145
                 ----------------------------------------------------------------------------------
         3,000   Mitsukoshi, Ltd.                                                                           28,674
                 ----------------------------------------------------------------------------------
         1,000   Nomura Securities, Co., Ltd.                                                               19,601
                 ----------------------------------------------------------------------------------
         1,000   Sakura Bank, Ltd., Tokyo                                                                   13,236
                 ----------------------------------------------------------------------------------
         1,000   Sumitomo Bank, Ltd., Osaka                                                                 17,883
                 ----------------------------------------------------------------------------------
         6,000   Sumitomo Heavy Industries                                                                  22,976
                 ----------------------------------------------------------------------------------
         2,000   Takeda Chemical Industries                                                                 24,855
                 ----------------------------------------------------------------------------------
         3,000   Tokio Marine & Fire                                                                        34,554
                 ----------------------------------------------------------------------------------
         1,000   Tokyo Electric Power                                                                       28,290
                 ----------------------------------------------------------------------------------
         1,000   Toshiba Corp.                                                                               6,992
                 ----------------------------------------------------------------------------------
         1,000   Toyota Motor Corp.                                                                         21,319
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     622,784
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 MALAYSIA--0.0%
                 ----------------------------------------------------------------------------------
         5,000   Tenaga Nasional Berhad                                                              $      21,521
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS--0.1%
                 ----------------------------------------------------------------------------------
           500   Philips Electronics                                                                        15,122
                 ----------------------------------------------------------------------------------
           200   Royal Dutch Petroleum Co.                                                                  21,725
                 ----------------------------------------------------------------------------------
           200   Unilever NV-Cert                                                                           22,331
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      59,178
                 ----------------------------------------------------------------------------------  -------------
                 SINGAPORE--0.0%
                 ----------------------------------------------------------------------------------
        10,000   Singapore Telecommunications, Ltd.                                                         19,939
                 ----------------------------------------------------------------------------------  -------------
                 SPAIN--0.1%
                 ----------------------------------------------------------------------------------
           500   Empresa Nac de Electridad                                                                  22,621
                 ----------------------------------------------------------------------------------  -------------
                 SWEDEN--0.0%
                 ----------------------------------------------------------------------------------
           400   Ericsson LM B-F                                                                            22,024
                 ----------------------------------------------------------------------------------  -------------
                 SWITZERLAND--0.1%
                 ----------------------------------------------------------------------------------
            50   Sandoz AG                                                                                  25,668
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM--0.5%
                 ----------------------------------------------------------------------------------
         7,000   British Petroleum PLC                                                                      46,586
                 ----------------------------------------------------------------------------------
         7,000   Coats Viyella PLC                                                                          22,581
                 ----------------------------------------------------------------------------------
         3,000   Eastern Electricity PLC                                                                    37,700
                 ----------------------------------------------------------------------------------
         3,000   Midlands Electricity PLC                                                                   36,267
                 ----------------------------------------------------------------------------------
         2,000   RMC Group PLC                                                                              31,271
                 ----------------------------------------------------------------------------------
         4,000   Williams Holdings PLC                                                                      22,017
                 ----------------------------------------------------------------------------------
         2,000   Wolseley PLC                                                                               23,959
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     220,381
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $1,218,459)                                      1,184,708
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 CLOSED-END REGISTERED INVESTMENT COMPANIES--0.4%
                 ----------------------------------------------------------------------------------
         5,400   France Growth Fund, Inc.                                                            $      53,325
                 ----------------------------------------------------------------------------------
         5,700   Germany Fund, Inc.                                                                         64,838
                 ----------------------------------------------------------------------------------
         1,500   Italy Fund, Inc.                                                                           12,188
                 ----------------------------------------------------------------------------------
         2,000   Swiss Helvetia Fund, Inc.                                                                  37,250
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CLOSED-END REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $181,577)                                                               167,601
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL STOCKS (IDENTIFIED COST, $13,522,248)                                            13,148,569
                 ----------------------------------------------------------------------------------  -------------

<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                                 <C>
- ---------------------------------------------------------------------------------------------------
BONDS--64.1%
- ---------------------------------------------------------------------------------------------------
                 TREASURY--30.3%
                 ----------------------------------------------------------------------------------
 $   1,000,000   United States Treasury Note, 6.875%, 7/31/99                                              965,340
                 ----------------------------------------------------------------------------------
    13,600,000   United States Treasury Note, 7.50%, 10/31/99                                           13,442,240
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL TREASURY (IDENTIFIED COST, $14,494,313)                                          14,407,580
                 ----------------------------------------------------------------------------------  -------------
                 MORTAGE BACKED SECURITIES--17.3%
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--17.3%
                 ----------------------------------------------------------------------------------
       264,034   Federal Home Loan Mortgage Corporation, Pool D54720, 7.00%,
                 7/1/2024                                                                                  238,039
                 ----------------------------------------------------------------------------------
       402,580   Federal Home Loan Mortgage Corporation, Pool D54761, 8.50%,
                 7/1/2024                                                                                  396,034
                 ----------------------------------------------------------------------------------
       397,536   Federal Home Loan Mortgage Corporation, Pool C80177, 7.50%,
                 5/1/2024                                                                                  370,822
                 ----------------------------------------------------------------------------------
       403,417   Federal Home Loan Mortgage Corporation, Pool E20105, 7.00%,
                 4/1/2009                                                                                  379,079
                 ----------------------------------------------------------------------------------
       769,043   Federal Home Loan Mortgage Corporation, Pool E58069, 7.00%,
                 4/1/2009                                                                                  722,647
                 ----------------------------------------------------------------------------------
       522,638   Federal National Mortgage Association, Pool 250083, 7.00%, 7/1/2024                       472,982
                 ----------------------------------------------------------------------------------
$    1,276,132   Federal National Mortgage Association, Pool 250197, 9.50%, 10/1/2024                $   1,316,394
                 ----------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 MORTAGE BACKED SECURITIES--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 ----------------------------------------------------------------------------------
       246,076   Federal National Mortgage Association, Pool 278507, 7.50%, 6/1/2009                       236,383
                 ----------------------------------------------------------------------------------
       515,100   Federal National Mortgage Association, Pool 303073, 8.00%, 11/1/2024                      493,682
                 ----------------------------------------------------------------------------------
       241,536   Government National Mortgage Association, Pool 379445, 7.50%,
                 5/15/2024                                                                                 222,662
                 ----------------------------------------------------------------------------------
     1,105,000   Government National Mortgage Association, Pool 380656, 8.00%,
                 11/15/2024                                                                              1,051,463
                 ----------------------------------------------------------------------------------
     1,834,775   Government National Mortgage Association, Pool 386246, 8.50%,
                 10/15/2024                                                                              1,801,492
                 ----------------------------------------------------------------------------------
       499,664   Government National Mortgage Association, Pool 393201, 8.50%,
                 9/15/2024                                                                                 490,600
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $8,418,098)                          8,192,279
                 ----------------------------------------------------------------------------------  -------------
                 HIGH YIELD--2.3%
                 ----------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.3%
                 ----------------------------------------------------------------------------------
       125,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                   125,938
                 ----------------------------------------------------------------------------------  -------------
                 BUSINESS EQUIPMENT & SERVICES--0.3%
                 ----------------------------------------------------------------------------------
       150,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                             141,750
                 ----------------------------------------------------------------------------------  -------------
                 CABLE T.V.--0.2%
                 ----------------------------------------------------------------------------------
       125,000   Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                        112,500
                 ----------------------------------------------------------------------------------  -------------
                 CHEMICALS & PLASTICS--0.4%
                 ----------------------------------------------------------------------------------
       125,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                              120,625
                 ----------------------------------------------------------------------------------
       100,000   G-I Holdings, Sr. Disc. Note, 10/1/98                                                      60,750
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     181,375
                 ----------------------------------------------------------------------------------  -------------
                 FOOD & DRUG RETAILERS--0.2%
                 ----------------------------------------------------------------------------------
       125,000   Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003                                    108,438
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 HIGH YIELD--CONTINUED
                 ----------------------------------------------------------------------------------
                 FOOD SERVICES--0.2%
                 ----------------------------------------------------------------------------------
 $     125,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                        $     114,688
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
       125,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                         115,000
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.3%
                 ----------------------------------------------------------------------------------
       125,000   Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003                                    124,375
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS & CELLULAR--0.1%
                 ----------------------------------------------------------------------------------
       125,000   NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            54,063
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,143,427)                                          1,078,127
                 ----------------------------------------------------------------------------------  -------------
                 INVESTMENT GRADE--7.2%
                 ----------------------------------------------------------------------------------
                 AEROSPACE & DEFENSE--0.7%
                 ----------------------------------------------------------------------------------
       325,000   Grumman Corp., Deb., 10.375%, 1/1/99                                                      334,857
                 ----------------------------------------------------------------------------------  -------------
                 BANKING--0.6%
                 ----------------------------------------------------------------------------------
       300,000   Chase Manhattan Corp., Medium Term Note, 9.00%, 2/24/99                                   307,059
                 ----------------------------------------------------------------------------------  -------------
                 CONGLOMERATES--0.6%
                 ----------------------------------------------------------------------------------
       250,000   Leucadia National Corp., Sr. Sub., 10.375%, 6/15/2002                                     265,000
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE-AUTOMOTIVE--0.3%
                 ----------------------------------------------------------------------------------
       150,000   GMAC, Medium Term Note, 7.25%, 4/30/99                                                    143,586
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE-RETAIL--0.3%
                 ----------------------------------------------------------------------------------
       150,000   Household Finance Corp., Deb., 6.45%, 2/1/2009                                            122,787
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL INTERMEDIARIES--0.6%
                 ----------------------------------------------------------------------------------
       300,000   Merrill Lynch & Co., Inc., Medium Term Note, 7.25%, 6/14/2004                             291,861
                 ----------------------------------------------------------------------------------  -------------
                 FOOD & DRUG RETAILERS--0.4%
                 ----------------------------------------------------------------------------------
       200,000   Hook-Superx, Sr. Note, 10.125%, 6/1/2002                                                  205,250
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.4%
                 ----------------------------------------------------------------------------------
       200,000   Georgia-Pacific Corp., Deb., 10.125%, 5/15/2000                                           203,006
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 INVESTMENT GRADE--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--0.4%
                 ----------------------------------------------------------------------------------
 $     200,000   Tennessee Valley Authority, 7.318%, 5/31/99                                         $     193,642
                 ----------------------------------------------------------------------------------  -------------
                 INSURANCE--0.5%
                 ----------------------------------------------------------------------------------
       250,000   Sunamerica, Inc., Medium Term Note, 6.58%, 1/15/2002                                      223,218
                 ----------------------------------------------------------------------------------  -------------
                 PRINTING & PUBLISHING--0.5%
                 ----------------------------------------------------------------------------------
       250,000   News America Holdings, Sr. Note, 7.50%, 3/1/2000                                          235,450
                 ----------------------------------------------------------------------------------  -------------
                 SOVEREIGN GOVERNMENT--1.1%
                 ----------------------------------------------------------------------------------
       300,000   (b)Freeport Terminal (Malta), Gtd. Global Note, 7.50%, 3/29/2004                          272,304
                 ----------------------------------------------------------------------------------
       141,000   Ontario Hydro, Local Gov't. Guarantee, 9.25%, 5/1/95                                      142,674
                 ----------------------------------------------------------------------------------
       100,000   Quebec Hydro, Deb., 7.375%, 2/1/2003                                                       93,260
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     508,238
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.8%
                 ----------------------------------------------------------------------------------
       200,000   Duke Power Co., 1st Mtg. Note, 7.00%, 9/1/2005                                            179,778
                 ----------------------------------------------------------------------------------
       200,000   Gulf States Utilities, FMB, 6.75%, 10/1/98                                                189,168
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     368,946
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENT GRADE (IDENTIFIED COST, $3,495,243)                                    3,402,900
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.2%
                 ----------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.2%
                 ----------------------------------------------------------------------------------
        80,000   General Instrument Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $108,600)                                                               108,838
                 ----------------------------------------------------------------------------------  -------------
    FOREIGN
   CURRENCY
  PAR AMOUNT
- ---------------
                 ----------------------------------------------------------------------------------
                 FOREIGN--6.8%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.2%
                 ----------------------------------------------------------------------------------
       100,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                     82,080
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

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

<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
ONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 BELGIAN FRANC--0.2%
                 ----------------------------------------------------------------------------------
     3,200,000   Belgian Govt., Foreign Gov't. Guarantee, 10.00%, 4/6/96                             $     103,479
                 ----------------------------------------------------------------------------------  -------------
                 CANADIAN DOLLAR--0.4%
                 ----------------------------------------------------------------------------------
       250,000   Ontario Hydro, 9.00%, 6/24/2002                                                           177,736
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--1.1%
                 ----------------------------------------------------------------------------------
       325,000   Bundesobligation, 8.875%, 1/22/96                                                         213,557
                 ----------------------------------------------------------------------------------
       300,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 193,787
                 ----------------------------------------------------------------------------------
       200,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         129,217
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     536,561
                 ----------------------------------------------------------------------------------  -------------
                 FRENCH FRANC--0.8%
                 ----------------------------------------------------------------------------------
       850,000   France O.A.T., 8.50%, 11/25/2002                                                          164,090
                 ----------------------------------------------------------------------------------
       800,000   France O.A.T., 9.80%, 1/30/96                                                             154,036
                 ----------------------------------------------------------------------------------
       400,000   KFW International Finance, 7.00%, 5/12/2000                                                72,082
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     390,208
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.4%
                 ----------------------------------------------------------------------------------
   305,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                  191,052
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--2.2%
                 ----------------------------------------------------------------------------------
    30,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         343,932
                 ----------------------------------------------------------------------------------
    63,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     684,262
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,028,194
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS GUILDER--0.4%
                 ----------------------------------------------------------------------------------
       350,000   Netherlands Government, 6.00%, 4/15/95                                                    199,176
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.3%
                 ----------------------------------------------------------------------------------
    18,000,000   Spain (Government), 8.30%, 12/15/98                                                       126,133
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

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

<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
ONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 UNITED KINGDOM POUND--0.8%
                 ----------------------------------------------------------------------------------
       250,000   UK Conversion, 9.00%, 3/3/2000                                                      $     400,901
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $3,234,960)                                             3,235,520
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $30,894,641)                                             30,425,244
                 ----------------------------------------------------------------------------------  -------------
   PRINCIPAL
    AMOUNT
- ---------------  ----------------------------------------------------------------------------------
CASH EQUIVALENTS--7.5%**
- ---------------------------------------------------------------------------------------------------
 $     750,000   U.S. Treasury Bill, 1/26/95 (IDENTIFIED COST, $744,383)                                   744,053
                 ----------------------------------------------------------------------------------
     2,810,000   ***J.P. Morgan Securities, Inc., 5.77%, dated 11/28/94, due 12/5/94
                 (at amortized cost)                                                                     2,810,000
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CASH EQUIVALENTS                                                                  3,554,053
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $47,971,272)                                    $  47,127,866+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Company
REIT -- Real Estate Investment Trust

 (a) Non-income producing.


 (b) Restricted Securities--Investments in securities not registered under the
     Securities Act of 1933. At the end of the period, this security amounted to
     $272,304 which represents .6% of net assets.


  The cost for federal income tax purposes amounts to $48,026,745. The net
  unrealized depreciation on a federal tax cost basis amounts to $898,879, and
  is comprised of $377,654 appreciation and $1,276,533 depreciation at November
  30, 1994.

 The Fund's overall exposure to utility stocks is 10.9%


  * The Fund's overall exposure to stocks is 30.2%, after adjustment for the use
of S&P 500 and
   S&P Midcap futures contracts.



 ** The Fund holds cash equivalents as collateral for the four S&P 500 futures
    contracts it bought with a market value of $909,475. Consequently, the
    Fund's exposure to large cap stocks is 15.0%
   of the Fund. The Fund holds cash equivalents as collateral for the three S&P
    Midcap futures contracts it bought with a market value of $254,600.
    Consequently, the Fund's exposure to small cap stocks is 2.6% 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.

Note: The categories of investments are shown as a percentage of net assets
($47,490,278) at
      November 30, 1994.

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

FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES


NOVEMBER 30, 1994


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


<TABLE>
<S>                                                                                        <C>        <C>
ASSETS:
- ----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $47,971,272 and tax cost, $48,026,745)          $ 47,127,866
- ----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $51,847)                                           51,602
- ----------------------------------------------------------------------------------------------------
Cash                                                                                                        33,668
- ----------------------------------------------------------------------------------------------------
Dividend and interest receivable                                                                           438,216
- ----------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                             74,484
- ----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                        13,407
- ----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                           51,521
- ----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                        47,790,764
- ----------------------------------------------------------------------------------------------------  ------------
LIABILITIES:
- ----------------------------------------------------------------------------------------------------
Payable for investments purchased                                                          $ 152,574
- -----------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                              32,778
- -----------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                        13,429
- -----------------------------------------------------------------------------------------
Payable for futures variation margin                                                           5,200
- -----------------------------------------------------------------------------------------
Tax withholding liability                                                                      1,043
- -----------------------------------------------------------------------------------------
Accrued expenses                                                                              95,462
- -----------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                      300,486
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 4,823,116 shares of beneficial interest outstanding                                    $ 47,490,278
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                       $ 48,339,334
- ----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation
of assets and liabilities in foreign currency, and futures contracts                                      (856,361)
- ----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency
transactions, and futures contracts                                                                       (447,919)
- ----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        455,224
- ----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                  $ 47,490,278
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- ----------------------------------------------------------------------------------------------------
Institutional Service Shares ($43,792,915 / 4,447,084 shares of beneficial interest outstanding)             $9.85
- ----------------------------------------------------------------------------------------------------  ------------
Select Shares ($3,697,363 / 376,032 shares of beneficial interest outstanding)                               $9.83
- ----------------------------------------------------------------------------------------------------  ------------
</TABLE>

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

FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF OPERATIONS

PERIOD ENDED NOVEMBER 30, 1994*

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

<TABLE>
<S>                                                                                <C>        <C>        <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $1,629 and dollar roll interest expense of $14,256)           $1,021,238
- -------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $1,229)                                                          207,757
- -------------------------------------------------------------------------------------------------------  ----------
    Total investment income                                                                               1,228,995
- -------------------------------------------------------------------------------------------------------  ----------
EXPENSES:
- -------------------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $ 154,964
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        42,041
- --------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                          59,331
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                         23,851
- --------------------------------------------------------------------------------------------
Legal fees                                                                                        2,000
- --------------------------------------------------------------------------------------------
Fund share registration costs                                                                     8,385
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              3,138
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                5,158
- --------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                           3,647
- --------------------------------------------------------------------------------------------
Distribution services fee                                                                        10,942
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                     3,511
- --------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                              316,968
- --------------------------------------------------------------------------------------------
Deduct--
- --------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                  $ 121,127
- ---------------------------------------------------------------------------------
Waiver of distribution services fee                                                    3,647    124,774
- ---------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                            192,194
- -------------------------------------------------------------------------------------------------------  ----------
        Net investment income                                                                             1,036,801
- -------------------------------------------------------------------------------------------------------  ----------
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)                                                                                    (416,902)
- -------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation
of assets and liabilities in foreign currency, and futures contracts                                       (856,361)
- -------------------------------------------------------------------------------------------------------  ----------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts      (1,273,263)
- -------------------------------------------------------------------------------------------------------  ----------
        Change in net assets resulting from operations                                                   $ (236,462)
- -------------------------------------------------------------------------------------------------------  ----------
</TABLE>

*For the period from January 27, 1994 (start of business) to November 30, 1994.

(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
                                                                                             NOVEMBER 30, 1994*
- ----------------------------------------------------------------------------------------  ------------------------
<S>                                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------------------
Net investment income                                                                          $    1,036,801
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures
contracts ($405,899 net loss, as computed for federal tax purposes)                                  (416,902)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures contracts                                    (856,361)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets resulting from operations                                                  (236,462)
- ----------------------------------------------------------------------------------------  ------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (576,693)
- ----------------------------------------------------------------------------------------
     Select Shares                                                                                    (35,879)
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets resulting from distributions to shareholders                          (612,572)
- ----------------------------------------------------------------------------------------  ------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       52,456,535
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                                                 257,127
- ----------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (4,374,350)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets from Fund share transactions                                             48,339,312
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets                                                                     47,490,278
- ----------------------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------------------
Beginning of period                                                                                  --
- ----------------------------------------------------------------------------------------  ------------------------
End of period (including undistributed net investment income of $455,224)                      $   47,490,278
- ----------------------------------------------------------------------------------------  ------------------------
</TABLE>

* For the period from January 27, 1994 (start of business) to November 30, 1994.

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

FEDERATED MANAGED GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS


NOVEMBER 30, 1994


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



(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.



D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     understanding of the applicable country's tax rules and rates. At November
     30, 1994, the Fund, for federal tax purposes, had a capital loss
     carryforward of $405,899, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire in 2002 ($405,899).



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 November 30, 1994, the Fund had a realized
     gain of $149,143 on futures contracts.



     At November 30, 1994, the Fund had outstanding futures contracts as set out
     below:


<TABLE>
<CAPTION>
                                                                       UNREALIZED
    EXPIRATION                  CONTRACTS                             APPRECIATION
       DATE                 TO DELIVER/RECEIVE           POSITION    (DEPRECIATION)
<S>                 <C>                                 <C>         <C>
December 1994       3 S&P 500 Index Futures                Long        $    (9,704)
December 1994       1 S&P Midcap Index Future              Long             (4,250)
March 1995          1 S&P 500 Index Future                 Long                400
March 1995          2 S&P Midcap Index Futures             Long                850
                                                                    -----------------
Net Unrealized Appreciation (Depreciation)
on Futures Contracts                                                   $   (12,704)
                                                                    -----------------
</TABLE>


G.   DOLLAR ROLL TRANSACTIONS--The Fund enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA, and FHLMC, in
     which the Fund loans mortgage securities to financial institutions and
     simultaneously agrees to accept substantially similar (same type, coupon
     and maturity) securities at a later date at an agreed upon price. Dollar
     roll transactions are short-term financing arrangements which will not
     exceed twelve months. The Fund will use the proceeds generated from the
     transactions to invest in short-term investments, which may enhance the
     Fund's current yield and total return.



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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                             <C>
Agency                                2.0%
Automotive                            0.1
Banking                               0.4
Beverage & Tobacco                    0.1
Building & Development                0.2
Chemical                              0.1
Diversified                           0.1
Electronics & Electric                0.2
Energy                                0.2
Insurance                             0.1%
Machinery & Equipment                 0.2
Pharmaceutical                        0.1
Retailers                             0.2
Sovereign                             5.0
State/Provincial                      0.2
Supranational                         0.7
Telecomm. & Cellular                  0.1
Utilities                             0.3
</TABLE>


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



K.   RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under Federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Trustees. The Fund will not incur any
     registration costs upon such resales. The Fund's restricted securities are
     valued at the price provided by dealers in the secondary market or, if no
     market prices are available, at the fair value as determined by the Fund's
     pricing committee. Additional information on each restricted security held
     at November 30, 1994 is as follows:


<TABLE>
<CAPTION>
                                  ACQUISITION     ACQUISITION
           SECURITY                   DATE            COST
<S>                              <C>             <C>
Freeport Terminal (Malta)           6/16/94         $284,100
</TABLE>


L.   RECLASSIFICATION--During the period ended November 30, 1994, the Fund
     adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These differences are
     due to differing treatments for foreign currency and futures transactions.
     Amounts as of
     November 30, 1994, have been reclassified to reflect an increase in paid in
     capital of $22, an increase in undistributed net investment income of
     $30,995, and a decrease in accumulated net realized gain (loss) of $31,017.
     Net investment income, net realized gains, and net assets were not affected
     by this change.




M.   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
                                                                                           NOVEMBER 30, 1994*
<S>                                                                                     <C>         <C>
INSTITUTIONAL SERVICE SHARES                                                              SHARES       DOLLARS
- --------------------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                              4,831,900  $  48,424,276
- --------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                              23,521        236,142
- --------------------------------------------------------------------------------------
Shares redeemed                                                                           (408,337)    (4,090,253)
- --------------------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Institutional Service
     Share transactions                                                                  4,447,084  $  44,570,165
- --------------------------------------------------------------------------------------  ----------  -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              PERIOD ENDED
                                                                                           NOVEMBER 30, 1994*
<S>                                                                                     <C>         <C>
SELECT SHARES                                                                             SHARES       DOLLARS
- --------------------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                                402,183  $   4,032,259
- --------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               2,090         20,985
- --------------------------------------------------------------------------------------
Shares redeemed                                                                            (28,241)      (284,097)
- --------------------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Select Share transactions                                   376,032  $   3,769,147
- --------------------------------------------------------------------------------------  ----------  -------------
          Total net change resulting from Fund Share transactions                        4,823,116  $  48,339,312
- --------------------------------------------------------------------------------------  ----------  -------------
</TABLE>


*For the period from January 27, 1994 (start of business) to November 30, 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 a portion of its fee. The Adviser can modify or
terminate this voluntary waiver at any time at its sole discretion.



ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the 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 on an annualized basis. 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 Service Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of average net assets of
each class of shares for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts. For the
period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer 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 ($34,633) and start-up
administrative service expenses ($39,068) were borne initially by the Adviser.
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 November 30,
1994, the Fund paid $2,117 and $2,388, respectively pursuant to this agreement.



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



(5) INVESTMENT TRANSACTIONS



Purchases and sales of investments, excluding short-term securities, for the
period ended
November 30, 1994, were as follows:


<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $  92,905,649
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  47,019,671
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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



To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST
(Federated Managed Growth and Income Fund):



We have audited the accompanying statement of assets and liabilities of
Federated Managed Growth and Income Fund (an investment portfolio of Managed
Series Trust, a Massachusetts business trust), including the schedule of
portfolio of investments, as of November 30, 1994, and the related statement of
operations and changes in net assets, and the financial highlights (see pages 2
and 27 of the prospectus) for the period from January 27, 1994 (start of
business) to November 30, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.



We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Growth and Income Fund (an investment portfolio of Managed
Series Trust) as of November 30, 1994, and the results of its operations, the
changes in its net assets, and its financial highlights for the period from
January 27, 1994 (start of business) to November 30, 1994, in conformity with
generally accepted accounting principles.



                                                             ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
January 17, 1995


<PAGE>

                       THIS PAGE INTENTIONALLY LEFT BLANK

APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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

Independent Public Accountants
                    Arthur Andersen LLP                                    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 January 31, 1995

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779


56166K305
3122007A-SS (1/95)


[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  Managed Series Trust
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund



Federated Managed Growth and Income Fund

[Logo]
Lifecycle Investing
From Federated Investors

Select Shares

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

Other funds available in Managed
Series Trust are Federated Managed Income
Fund, Federated Managed Growth Fund, and
Federated Managed Aggressive Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors



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 January 31, 1995, 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 January 31, 1995

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

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


FINANCIAL HIGHLIGHTS                                                           2


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


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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Bond Asset Categories                                                      4
      U.S. Treasury Securities                                                 4
      Mortgage-Backed Securities                                               5
      Investment-Grade Corporate Bonds                                         5
      High Yield Corporate Bonds                                               5
         Investment Risks                                                      5
      Foreign Bonds                                                            6
    Equity Asset Categories                                                    6
      Large Company Stocks                                                     6
      Utility Stocks                                                           6
      Small Company Stocks                                                     6
         Investment Risks                                                      6
      Foreign Stocks                                                           7

      Equity Reserves                                                          7

    Acceptable Investments                                                     7
      U.S. Treasury and Other U.S.
         Government Securities                                                 7
      Mortgage-Backed Securities                                               7
         Collateralized Mortgage
           Obligations ("CMOs")                                                8
         Real Estate Mortgage Investment
           Conduits ("REMICS")                                                 8
         Characteristics of Mortgage-Backed
           Securities                                                          8
      Corporate Bonds                                                          9

      Equity Securities                                                       10

      Foreign Securities                                                      10
         Investment Risks                                                     10
      Equity Reserves                                                         10

         Repurchase Agreements                                                10

      Convertible Securities                                                  11
    Investing in Securities of Other
      Investment Companies                                                    11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed
      Delivery Transactions                                                   11
    Lending of Portfolio Securities                                           12
    Foreign Currency Transactions                                             12
      Currency Risks                                                          12
    Forward Foreign Currency Exchange
      Contracts                                                               12
    Options                                                                   13
    Futures and Options on Futures                                            13
      Risks                                                                   14
    Portfolio Turnover                                                        14
  Investment Limitations                                                      15

TRUST INFORMATION                                                             15
- ------------------------------------------------------

  Management of the Trust                                                     15
    Board of Trustees                                                         15
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    15
  Distribution of Select Shares                                               18
    Distribution and Shareholder
      Services Plans                                                          18
    Other Payments to Financial Institutions                                  19
  Administration of the Fund                                                  19
    Administrative Services                                                   19

    Custodian                                                                 19

    Transfer Agent and Dividend
      Disbursing Agent                                                        19

    Independent Public Accountants                                            19

  Brokerage Transactions                                                      19
  Expenses of the Fund and Select Shares                                      20

NET ASSET VALUE                                                               20
- ------------------------------------------------------

INVESTING IN SELECT SHARES                                                    21
- ------------------------------------------------------

  Share Purchases                                                             21
    Through a Financial Institution                                           21
    By Wire                                                                   21
    By Mail                                                                   21
  Minimum Investment Required                                                 21
  What Shares Cost                                                            21
  Subaccounting Services                                                      22
  Systematic Investment Program                                               22
  Certificates and Confirmations                                              22
  Dividends                                                                   22
  Capital Gains                                                               22

REDEEMING SELECT SHARES                                                       23
- ------------------------------------------------------

  Through a Financial Institution                                             23
  Telephone Redemption                                                        23
  Written Requests                                                            23
    Signatures                                                                23
    Receiving Payment                                                         24
  Systematic Withdrawal Program                                               24
  Accounts with Low Balances                                                  24

SHAREHOLDER INFORMATION                                                       25
- ------------------------------------------------------

  Voting Rights                                                               25
  Massachusetts Partnership Law                                               25

TAX INFORMATION                                                               25
- ------------------------------------------------------

  Federal Income Tax                                                          25
  Pennsylvania Corporate and
    Personal Property Taxes                                                   26

PERFORMANCE INFORMATION                                                       26
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       26
- ------------------------------------------------------


  Financial Highlights--
    Institutional Service Shares                                              28



FINANCIAL STATEMENTS                                                          29
- ------------------------------------------------------



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      57
- ------------------------------------------------------


APPENDIX                                                                      58
- ------------------------------------------------------



ADDRESSES                                                                     61
- ------------------------------------------------------

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 average net assets)
Management Fee (after waiver) (1)...........................................................................       0.28%
12b-1 Fee (after waiver) (2)................................................................................       0.50%
Total Other Expenses........................................................................................       0.97%
    Shareholder Services Fee.....................................................................       0.25%
         Total Select Shares Operating Expenses (3).........................................................       1.75%
</TABLE>


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


(1) The management fee has been reduced to reflect the 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 in the table above are based on
    expenses expected during the fiscal year ending November 30, 1995. The Total
    Select Shares Operating Expenses were 1.64% for the fiscal year ended
    November 30, 1994 and would have been 2.48% absent the voluntary waivers of
    a portion of the management fee and a portion of the 12b-1 fee.



    The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of 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 charges permitted under the rules of the National
Association of Securities Dealers, Inc.


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



    The information set forth in the foregoing table and example relates only to
Select Shares of the Fund. The Fund offers another class of shares called
Institutional Service Shares. Institutional Service Shares and Select 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."



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


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


(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 57.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                      $           10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.21
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.25)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                    (0.04)
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.13)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                     $   9.83
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                        (0.40%)
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             1.64%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                4.33%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     0.84%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                            $3,697
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                               132%
- ----------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994, the Fund had no investment activity.

 ** 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.

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


Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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 equities. 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 equities. 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 equities. The
equities asset categories are large company stocks, utility stocks, small
company stocks, foreign stocks, and equity reserves.


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                   0-7.5%
Foreign Bonds                                0-7.5%

EQUITIES                                     30-50%
Large Company Stocks                          0-50%
Utility Stocks                                0-20%
Small Company Stocks                         0-7.5%
Foreign Stocks                               0-7.5%
Equity 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 prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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. 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.

     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 7.5 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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries other than the United
     States and subject to the Fund's credit limitations for foreign bonds. The
     Fund may invest up to 7.5 percent of its total assets in foreign bonds.



EQUITY ASSET CATEGORIES.  The portion of the Fund's assets which is invested in
equities 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 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, small company stocks may
         decline in price as large company stocks rise in price 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of the asset category ranges. The Fund may invest up to
     7.5 percent of its total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is desirable, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 15 percent of its total assets in equity 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 an 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 or 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 Ratings Group (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.

     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.

     EQUITY RESERVES.  The Fund's equity 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.


     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common stock at the option of the holder during a
     specified time period. Convertible securities may take the form of
     convertible preferred stock, convertible bonds or debentures, units
     consisting of "usable" bonds and warrants or a combination of the features
     of several of these securities. The investment characteristics of each
     convertible security vary widely, which allows convertible securities to be
     employed for different investment objectives. The adviser may treat
     convertible securities as large company stocks, small company stocks, or
     high yield bonds for purposes of the asset category ranges, depending upon
     current market conditions, including the relationship of the then-current
     price to the conversion price. The convertible securities in which the Fund
     invests may be rated "high yield" or of comparable quality at the time of
     purchase.


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


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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


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


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. The Fund will not invest more than 7.5% of its
total assets in forward foreign currency exchange contracts.


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. Interest rate
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 utilize
stock index futures to handle cash flows into and out of the Fund and to
potentially reduce transactional costs.

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 $70 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 Fund 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 and has been
     a Vice President of the Fund's investment adviser since January, 1995.
     Prior to this, Mr. Bauer served 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 senior 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.



     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Management
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.



     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser since 1994. From
     1992 until 1994, Mr. Grefenstett acted as an investment analyst. Mr.
     Grefenstett was a credit analyst at Westinghouse Credit Corp. from 1990
     until 1992, and an investment officer at Pittsburgh National Bank from 1987
     until 1990. Mr. Grefenstett is a Chartered Financial Analyst and received
     his M.B.A. in Finance from Carnegie Mellon University.


     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.

     Thomas M. Franks is the portfolio manager for the equity 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.

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 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.

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.

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.

ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the 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.

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.


INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.


BROKERAGE TRANSACTIONS

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

Securities Corp. The adviser makes decisions on portfolio transactions and
selects brokers and dealers subject to review by the Trustees.

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 reserve the right to allocate
certain other expenses to holders of Shares as they deem appropriate ("Class
Expenses"). In any case, Class Expenses would be limited to: distribution fees;
transfer agent fees as identified by the transfer agent as attributable to
holders of Shares; fees under the Fund's 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.
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: Federated Services Company, c/o 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 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. As of January 11, 1995, IU & Co. of
Columbus, Indiana, acting in various capacities for numerous accounts, was the
owner of record of 111,762.445 Select Shares (28.572%) 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.


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 and shareholder service expenses borne by shares of each respective
class.

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


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


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


(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 57.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                      $           10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.25
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.25)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                     0.00
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.15)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                     $   9.85
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                         0.02%
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             0.88%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                5.07%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     0.59%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                           $43,793
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                               132%
- ----------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994, the Fund had no investment activity.

 ** 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.

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


Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED GROWTH AND INCOME FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCK--27.7%*
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--13.0%
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.0%
                 ----------------------------------------------------------------------------------
         1,600   Eastman Chemical Co.                                                                $      75,400
                 ----------------------------------------------------------------------------------
         2,600   Lubrizol Corp.                                                                             81,900
                 ----------------------------------------------------------------------------------
         3,500   Phelps Dodge Corp.                                                                        200,375
                 ----------------------------------------------------------------------------------
         5,500   Praxair, Inc.                                                                             111,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     469,050
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.1%
                 ----------------------------------------------------------------------------------
         2,000   Chrysler Corp.                                                                             96,750
                 ----------------------------------------------------------------------------------
         2,800   Eastman Kodak Co.                                                                         127,750
                 ----------------------------------------------------------------------------------
         4,000   Ford Motor Co.                                                                            108,500
                 ----------------------------------------------------------------------------------
         7,100   Mattel, Inc.                                                                              189,925
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     522,925
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--1.0%
                 ----------------------------------------------------------------------------------
         1,700   Avon Products, Inc.                                                                       105,187
                 ----------------------------------------------------------------------------------
         2,800   Philip Morris Cos., Inc.                                                                  167,300
                 ----------------------------------------------------------------------------------
         3,500   Reebok International, Ltd.                                                                134,313
                 ----------------------------------------------------------------------------------
        12,500   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 84,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     491,175
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.7%
                 ----------------------------------------------------------------------------------
         5,000   American Stores Co.                                                                       131,875
                 ----------------------------------------------------------------------------------
         3,700   Sears, Roebuck & Co.                                                                      174,825
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     306,700
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--1.4%
                 ----------------------------------------------------------------------------------
         4,600   Baker Hughes, Inc.                                                                         82,800
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         3,700   Chevron Corp.                                                                       $     161,412
                 ----------------------------------------------------------------------------------
         2,000   Mapco, Inc.                                                                               100,250
                 ----------------------------------------------------------------------------------
         2,500   Texaco, Inc.                                                                              155,313
                 ----------------------------------------------------------------------------------
         6,000   USX Marathon Group                                                                        108,000
                 ----------------------------------------------------------------------------------
         1,600   (a)Western Atlas, Inc.                                                                     69,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     677,575
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--2.3%
                 ----------------------------------------------------------------------------------
         2,000   AMLI Residential Properties Trust, REIT                                                    36,750
                 ----------------------------------------------------------------------------------
         1,800   Bankers Trust of New York Corp.                                                           106,650
                 ----------------------------------------------------------------------------------
         3,400   Citicorp                                                                                  141,525
                 ----------------------------------------------------------------------------------
         2,300   Dean Witter, Discover & Co.                                                                80,500
                 ----------------------------------------------------------------------------------
         1,300   Federal National Mortgage Association                                                      92,463
                 ----------------------------------------------------------------------------------
         3,648   Mellon Bank Corp.                                                                         120,840
                 ----------------------------------------------------------------------------------
         4,200   PNC Financial Corp.                                                                        87,150
                 ----------------------------------------------------------------------------------
         1,700   Providian Corp.                                                                            51,425
                 ----------------------------------------------------------------------------------
         4,200   Ryder Systems, Inc.                                                                        90,825
                 ----------------------------------------------------------------------------------
         2,300   Transamerica Corp.                                                                        108,963
                 ----------------------------------------------------------------------------------
         4,700   Travelers, Inc.                                                                           154,513
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,071,604
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.1%
                 ----------------------------------------------------------------------------------
         2,600   American Home Products Corp.                                                              169,325
                 ----------------------------------------------------------------------------------
         2,300   Becton, Dickinson & Co.                                                                   108,675
                 ----------------------------------------------------------------------------------
         2,300   Bristol-Myers Squibb Co.                                                                  132,825
                 ----------------------------------------------------------------------------------
         3,000   U.S. Healthcare, Inc.                                                                     134,250
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     545,075
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 INDUSTRIAL/MANUFACTURING--1.5%
                 ----------------------------------------------------------------------------------
         1,500   Caterpillar, Inc.                                                                   $      81,000
                 ----------------------------------------------------------------------------------
           900   Deere & Co.                                                                                57,825
                 ----------------------------------------------------------------------------------
         2,600   (a)FMC Corp.                                                                              151,450
                 ----------------------------------------------------------------------------------
         2,100   General Electric Co.                                                                       96,600
                 ----------------------------------------------------------------------------------
         2,100   (a)Litton Industries, Inc.                                                                 71,663
                 ----------------------------------------------------------------------------------
         1,100   Loews Corp.                                                                                95,013
                 ----------------------------------------------------------------------------------
         3,200   Textron, Inc.                                                                             150,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     703,951
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--1.8%
                 ----------------------------------------------------------------------------------
         4,800   General Motors Corp., Class E                                                             176,400
                 ----------------------------------------------------------------------------------
         1,900   Hewlett-Packard Co.                                                                       186,200
                 ----------------------------------------------------------------------------------
         1,000   International Business Machines Corp.                                                      70,750
                 ----------------------------------------------------------------------------------
         3,400   Martin-Marietta Corp.                                                                     147,475
                 ----------------------------------------------------------------------------------
         2,600   Raytheon Co.                                                                              163,475
                 ----------------------------------------------------------------------------------
         3,900   Rockwell International Corp.                                                              132,113
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     876,413
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.1%+
                 ----------------------------------------------------------------------------------
         3,500   AT&T Corp.                                                                                171,938
                 ----------------------------------------------------------------------------------
           800   British Telecommunications PLC, ADR                                                        47,500
                 ----------------------------------------------------------------------------------
         1,900   Duke Power Co.                                                                             77,425
                 ----------------------------------------------------------------------------------
         1,900   Enron Corp.                                                                                51,300
                 ----------------------------------------------------------------------------------
         4,400   MCI Communications Corp.                                                                   85,800
                 ----------------------------------------------------------------------------------
         2,100   Telefonos De Mexico, Class L, ADR                                                         111,300
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     545,263
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $6,436,440)                                       6,209,731
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--2.1%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.1%
                 ----------------------------------------------------------------------------------
           400   (a)Acme Metals, Inc.                                                                $       6,500
                 ----------------------------------------------------------------------------------
           600   (a)Magma Copper Co.                                                                         9,675
                 ----------------------------------------------------------------------------------
           300   Texas Industries, Inc.                                                                      9,938
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      26,113
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--0.1%
                 ----------------------------------------------------------------------------------
           630   Anthony Industries, Inc.                                                                   10,395
                 ----------------------------------------------------------------------------------
           500   Arctco, Inc.                                                                               10,000
                 ----------------------------------------------------------------------------------
           300   (a)Champion Enterprises, Inc.                                                               8,512
                 ----------------------------------------------------------------------------------
           200   Polaris Industries Partners, L.P.                                                           8,875
                 ----------------------------------------------------------------------------------
           300   (a)Scientific Games Holding Corp.                                                          12,825
                 ----------------------------------------------------------------------------------
           600   SPX Corp.                                                                                   9,300
                 ----------------------------------------------------------------------------------
           300   Toro Co.                                                                                    8,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      68,307
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.1%
                 ----------------------------------------------------------------------------------
           400   (a)Cyrk International, Inc.                                                                14,800
                 ----------------------------------------------------------------------------------
           400   Haggar Corp.                                                                                8,600
                 ----------------------------------------------------------------------------------
           400   Hudson Foods, Inc., Class A                                                                 9,050
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      32,450
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.3%
                 ----------------------------------------------------------------------------------
           400   (a)APS Holding Corp., Class A                                                              10,125
                 ----------------------------------------------------------------------------------
           300   (a)Carmike Cinemas, Inc.                                                                    6,750
                 ----------------------------------------------------------------------------------
           300   (a)Devon Group, Inc.                                                                        7,650
                 ----------------------------------------------------------------------------------
           300   Fair Isaac & Co., Inc.                                                                     12,637
                 ----------------------------------------------------------------------------------
           500   La Quinta Inns, Inc.                                                                       10,625
                 ----------------------------------------------------------------------------------
           300   (a)Landstar System, Inc.                                                                    7,650
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 CONSUMER SERVICES--CONTINUED
                 ----------------------------------------------------------------------------------
           400   Media General, Inc., Class A                                                        $      11,650
                 ----------------------------------------------------------------------------------
         1,200   (a)Prime Hospitality Corp.                                                                  9,000
                 ----------------------------------------------------------------------------------
           600   (a)Revco D. S., Inc.                                                                       13,500
                 ----------------------------------------------------------------------------------
           400   Strawbridge & Clothier, Class A                                                             9,200
                 ----------------------------------------------------------------------------------
           600   (a)Super Rite Foods Holdings Corp.                                                          6,900
                 ----------------------------------------------------------------------------------
           800   (a)The Good Guys, Inc.                                                                      9,600
                 ----------------------------------------------------------------------------------
         1,000   (a)Vitalink Pharmacy Services, Inc.                                                        11,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     126,787
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.1%
                 ----------------------------------------------------------------------------------
           600   (a)Dekalb Energy Co., Class B                                                               9,000
                 ----------------------------------------------------------------------------------
           300   Diamond Shamrock, Inc.                                                                      7,725
                 ----------------------------------------------------------------------------------
         1,500   (a)Numac Energy, Inc.                                                                       8,813
                 ----------------------------------------------------------------------------------
           700   Southwest Gas Corp.                                                                        10,675
                 ----------------------------------------------------------------------------------
           800   (a)Tide West Oil Co.                                                                        8,800
                 ----------------------------------------------------------------------------------
         2,100   (a)Wainoco Oil Corp.                                                                       10,238
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      55,251
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL--0.5%
                 ----------------------------------------------------------------------------------
           600   (a)Acceptance Insurance Cos., Inc.                                                          8,625
                 ----------------------------------------------------------------------------------
           600   Allied Capital Commercial                                                                   9,975
                 ----------------------------------------------------------------------------------
           400   Allied Group, Inc.                                                                         10,200
                 ----------------------------------------------------------------------------------
           400   Centura Banks, Inc.                                                                         8,600
                 ----------------------------------------------------------------------------------
           900   City National Corp.                                                                         8,550
                 ----------------------------------------------------------------------------------
           500   Comdisco, Inc.                                                                             10,687
                 ----------------------------------------------------------------------------------
           500   Commerce Bancorp, Inc.                                                                      9,000
                 ----------------------------------------------------------------------------------
           400   Fremont General Corp.                                                                       9,250
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINANCIAL--CONTINUED
                 ----------------------------------------------------------------------------------
           300   GFC Financial Corp.                                                                 $       8,850
                 ----------------------------------------------------------------------------------
         1,200   Hibernia Corp., Class A                                                                     9,450
                 ----------------------------------------------------------------------------------
           800   Hilb Rogal & Hamilton Co.                                                                   9,000
                 ----------------------------------------------------------------------------------
           500   Money Stores, Inc.                                                                          8,875
                 ----------------------------------------------------------------------------------
           400   (a)Mutual Assurance                                                                        11,200
                 ----------------------------------------------------------------------------------
           600   North Fork Bancorp, Inc.                                                                    8,400
                 ----------------------------------------------------------------------------------
           300   PHH Corp.                                                                                  10,538
                 ----------------------------------------------------------------------------------
           300   Protective Life Corp.                                                                      13,050
                 ----------------------------------------------------------------------------------
           300   Provident Bancorp, Inc.                                                                     9,075
                 ----------------------------------------------------------------------------------
           400   Southern National Corp.                                                                     7,350
                 ----------------------------------------------------------------------------------
           300   TCF Financial Corp.                                                                        11,063
                 ----------------------------------------------------------------------------------
           500   Uslico Corp.                                                                               10,000
                 ----------------------------------------------------------------------------------
           500   Washington National Corp.                                                                  10,000
                 ----------------------------------------------------------------------------------
           600   Webb (Del) Corp.                                                                            9,900
                 ----------------------------------------------------------------------------------
           300   WestAmerica Bancorporation                                                                  9,150
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     220,788
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--0.2%
                 ----------------------------------------------------------------------------------
           500   (a)Advantage Health Corp.                                                                  14,750
                 ----------------------------------------------------------------------------------
           400   (a)Bio Rad Laboratories, Inc., Class A                                                     11,100
                 ----------------------------------------------------------------------------------
           400   (a)Genesis Health Ventures, Inc.                                                           11,300
                 ----------------------------------------------------------------------------------
           500   ICN Pharmaceuticals                                                                        11,188
                 ----------------------------------------------------------------------------------
           400   (a)Sierra Health Services, Inc.                                                            12,300
                 ----------------------------------------------------------------------------------
           400   (a)Universal Health Services, Inc., Class B                                                10,000
                 ----------------------------------------------------------------------------------
           400   West, Inc.                                                                                 10,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      81,088
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 INDUSTRIAL/MANUFACTURING--0.3%
                 ----------------------------------------------------------------------------------
           200   AGCO Corp.                                                                          $       9,125
                 ----------------------------------------------------------------------------------
           300   Blount, Inc., Class A                                                                      13,425
                 ----------------------------------------------------------------------------------
           400   Borden Chemicals & Plastics, L.P.                                                           8,750
                 ----------------------------------------------------------------------------------
           400   Borg-Warner Automotive                                                                      9,400
                 ----------------------------------------------------------------------------------
           600   Brush Wellman, Inc.                                                                         9,075
                 ----------------------------------------------------------------------------------
           300   Butler Manufacturing Co.                                                                   10,200
                 ----------------------------------------------------------------------------------
           500   Castle (A.M.) & Co.                                                                         6,500
                 ----------------------------------------------------------------------------------
           550   Commercial Intertech Corp.                                                                  8,800
                 ----------------------------------------------------------------------------------
           500   (a)Galey & Lord, Inc.                                                                       8,000
                 ----------------------------------------------------------------------------------
           300   Pittway Corp., Class A                                                                     11,588
                 ----------------------------------------------------------------------------------
           600   (a)Smith International, Inc.                                                                8,100
                 ----------------------------------------------------------------------------------
         1,000   Terra Industries, Inc.                                                                     10,875
                 ----------------------------------------------------------------------------------
           500   (a)Western Waste Industries                                                                 7,625
                 ----------------------------------------------------------------------------------
           400   (a)Wolverine Tube, Inc.                                                                     9,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     131,063
                 ----------------------------------------------------------------------------------  -------------
                 RETAIL TRADE--0.0%
                 ----------------------------------------------------------------------------------
           500   Bradlees, Inc.                                                                              6,875
                 ----------------------------------------------------------------------------------
           300   (a)Eckerd Corp.                                                                             8,512
                 ----------------------------------------------------------------------------------
           500   Wolohan Lumber Co.                                                                          7,750
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      23,137
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--0.3%
                 ----------------------------------------------------------------------------------
           550   (a)Bell Industries, Inc.                                                                   12,100
                 ----------------------------------------------------------------------------------
           400   (a)Electronics for Imaging, Inc.                                                            9,400
                 ----------------------------------------------------------------------------------
           500   Energen Corp.                                                                              10,000
                 ----------------------------------------------------------------------------------
           600   (a)Frame Technology Corp.                                                                   9,000
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 TECHNOLOGY--CONTINUED
                 ----------------------------------------------------------------------------------
           500   (a)International Rectifier Corp.                                                    $      10,875
                 ----------------------------------------------------------------------------------
           500   (a)Kemet Corp.                                                                             10,813
                 ----------------------------------------------------------------------------------
           600   Methode Electronics, Inc., Class A                                                          8,400
                 ----------------------------------------------------------------------------------
           600   Pioneer Standard Electronics, Inc.                                                          9,600
                 ----------------------------------------------------------------------------------
           500   (a)SCI Systems, Inc.                                                                        9,250
                 ----------------------------------------------------------------------------------
           500   (a)Silicon Valley Group, Inc.                                                              10,063
                 ----------------------------------------------------------------------------------
           400   (a)Tech-Sym Corp.                                                                           8,750
                 ----------------------------------------------------------------------------------
           300   Tektronix, Inc.                                                                            11,213
                 ----------------------------------------------------------------------------------
           400   (a)Tencor Instruments                                                                      17,750
                 ----------------------------------------------------------------------------------
           300   Watkins Johnson Co.                                                                         9,900
                 ----------------------------------------------------------------------------------
           600   (a)Western Digital Corp.                                                                   11,100
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     158,214
                 ----------------------------------------------------------------------------------  -------------
                 TRANSPORATION--0.0%
                 ----------------------------------------------------------------------------------
           600   Alaska Air Group, Inc.                                                                      9,825
                 ----------------------------------------------------------------------------------
           300   (a)Wisconsin Central Transportation Corp.                                                  12,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      22,275
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.1%+
                 ----------------------------------------------------------------------------------
           300   Buckeye Partners                                                                           10,012
                 ----------------------------------------------------------------------------------
           400   CIPSCO, Inc.                                                                               10,700
                 ----------------------------------------------------------------------------------
           400   Teppco Partners, L.P.                                                                      10,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      31,312
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL SMALL COMPANY (IDENTIFIED COST, $1,010,255)                                         976,785
                 ----------------------------------------------------------------------------------  -------------
                 UTILITY--9.7%+
                 ----------------------------------------------------------------------------------
                 UTILITIES--9.7%
                 ----------------------------------------------------------------------------------
         7,000   Ameritech Corp.                                                                           276,500
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         6,400   AT&T Corp.                                                                          $     314,400
                 ----------------------------------------------------------------------------------
         4,100   Baltimore Gas & Electric Co.                                                               92,762
                 ----------------------------------------------------------------------------------
         5,400   Bell Atlantic Corp.                                                                       270,675
                 ----------------------------------------------------------------------------------
         5,100   BellSouth Corp.                                                                           264,562
                 ----------------------------------------------------------------------------------
         8,421   Cinergy Corp.                                                                             187,367
                 ----------------------------------------------------------------------------------
         4,700   CMS Energy Corp.                                                                          104,575
                 ----------------------------------------------------------------------------------
         2,100   Consolidated Natural Gas Co.                                                               73,500
                 ----------------------------------------------------------------------------------
         5,000   DPL, Inc.                                                                                 101,875
                 ----------------------------------------------------------------------------------
         3,400   DQE, Inc.                                                                                 102,850
                 ----------------------------------------------------------------------------------
         2,500   Duke Power Co.                                                                            101,875
                 ----------------------------------------------------------------------------------
         2,400   Enron Corp.                                                                                64,800
                 ----------------------------------------------------------------------------------
         3,400   Florida Progress Corp.                                                                    103,275
                 ----------------------------------------------------------------------------------
         3,200   FPL Group, Inc.                                                                           113,200
                 ----------------------------------------------------------------------------------
         8,800   GTE Corp.                                                                                 269,500
                 ----------------------------------------------------------------------------------
         4,100   General Public Utilities Corp.                                                            105,575
                 ----------------------------------------------------------------------------------
         4,000   MCN Corp.                                                                                  72,500
                 ----------------------------------------------------------------------------------
         3,800   NIPSCO Industries, Inc.                                                                   111,150
                 ----------------------------------------------------------------------------------
         6,700   NYNEX Corp.                                                                               252,088
                 ----------------------------------------------------------------------------------
         3,300   Pacific Enterprises                                                                        70,538
                 ----------------------------------------------------------------------------------
         6,500   Pacificorp                                                                                120,250
                 ----------------------------------------------------------------------------------
         3,900   Peco Energy Co.                                                                            94,088
                 ----------------------------------------------------------------------------------
         5,400   Pinnacle West Capital Corp.                                                               104,625
                 ----------------------------------------------------------------------------------
         2,700   Sonat, Inc.                                                                                75,938
                 ----------------------------------------------------------------------------------
         5,000   Southern Co.                                                                              103,750
                 ----------------------------------------------------------------------------------
         7,900   Southern New England Telecommunications Corp.                                             260,700
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         6,800   Southwestern Bell Corp.                                                             $     281,350
                 ----------------------------------------------------------------------------------
         3,500   UGI Corp.                                                                                  66,063
                 ----------------------------------------------------------------------------------
         7,400   U.S. West, Inc.                                                                           260,850
                 ----------------------------------------------------------------------------------
         3,500   Utilicorp United, Inc.                                                                     90,125
                 ----------------------------------------------------------------------------------
         3,500   Western Resources, Inc.                                                                    98,438
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL UTILITIES (IDENTIFIED COST, $4,675,517)                                           4,609,744
                 ----------------------------------------------------------------------------------  -------------
                 FOREIGN EQUITY--2.5%
                 ----------------------------------------------------------------------------------
                 AUSTRALIA--0.1%
                 ----------------------------------------------------------------------------------
         1,000   Broken Hill Proprietary Co.                                                                14,356
                 ----------------------------------------------------------------------------------
         6,400   Publishing & Broadcasting                                                                  18,051
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      32,407
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM--0.0%
                 ----------------------------------------------------------------------------------
           300   Delhaize-Le Lion                                                                           12,054
                 ----------------------------------------------------------------------------------  -------------
                 FINLAND--0.0%
                 ----------------------------------------------------------------------------------
           200   Kone Corp. 'B'                                                                             21,215
                 ----------------------------------------------------------------------------------  -------------
                 FRANCE--0.1%
                 ----------------------------------------------------------------------------------
           400   Elf Aquitaine                                                                              27,361
                 ----------------------------------------------------------------------------------  -------------
                 GERMANY--0.1%
                 ----------------------------------------------------------------------------------
            50   Daimler Benz AG                                                                            23,631
                 ----------------------------------------------------------------------------------  -------------
                 HONG KONG--0.1%
                 ----------------------------------------------------------------------------------
         5,400   Cheung Kong Holdings                                                                       22,483
                 ----------------------------------------------------------------------------------
         1,800   HSBC Holdings PLC                                                                          19,900
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      42,383
                 ----------------------------------------------------------------------------------  -------------
                 ITALY--0.0%
                 ----------------------------------------------------------------------------------
           500   Assicurazioni Generali                                                                     11,541
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 JAPAN--1.3%
                 ----------------------------------------------------------------------------------
         2,000   Asahi Bank, Ltd.                                                                    $      23,036
                 ----------------------------------------------------------------------------------
         1,000   Bank of Tokyo, Ltd., Tokyo                                                                 14,953
                 ----------------------------------------------------------------------------------
         1,000   Dai-Ichi Kangyo Bank, Ltd., Tokyo                                                          17,782
                 ----------------------------------------------------------------------------------
         3,000   Fuji Bank, Ltd., Tokyo                                                                     61,834
                 ----------------------------------------------------------------------------------
         2,000   Hitachi, Ltd.                                                                              19,742
                 ----------------------------------------------------------------------------------
         2,000   Industrial Bank of Japan, Ltd., Tokyo                                                      55,570
                 ----------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             53,044
                 ----------------------------------------------------------------------------------
         4,000   Kawasaki Heavy Industries                                                                  18,348
                 ----------------------------------------------------------------------------------
         3,000   Kirin Brewery Co., Ltd.                                                                    31,826
                 ----------------------------------------------------------------------------------
         1,000   Matsushita Electric Industrial Co.                                                         15,458
                 ----------------------------------------------------------------------------------
         1,000   Mitsubishi Bank                                                                            22,329
                 ----------------------------------------------------------------------------------
         2,000   Mitsubishi Corp.                                                                           26,673
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Heavy Industries                                                                29,664
                 ----------------------------------------------------------------------------------
         1,000   Mitsubishi Trust & Banking                                                                 14,145
                 ----------------------------------------------------------------------------------
         3,000   Mitsukoshi, Ltd.                                                                           28,674
                 ----------------------------------------------------------------------------------
         1,000   Nomura Securities, Co., Ltd.                                                               19,601
                 ----------------------------------------------------------------------------------
         1,000   Sakura Bank, Ltd., Tokyo                                                                   13,236
                 ----------------------------------------------------------------------------------
         1,000   Sumitomo Bank, Ltd., Osaka                                                                 17,883
                 ----------------------------------------------------------------------------------
         6,000   Sumitomo Heavy Industries                                                                  22,976
                 ----------------------------------------------------------------------------------
         2,000   Takeda Chemical Industries                                                                 24,855
                 ----------------------------------------------------------------------------------
         3,000   Tokio Marine & Fire                                                                        34,554
                 ----------------------------------------------------------------------------------
         1,000   Tokyo Electric Power                                                                       28,290
                 ----------------------------------------------------------------------------------
         1,000   Toshiba Corp.                                                                               6,992
                 ----------------------------------------------------------------------------------
         1,000   Toyota Motor Corp.                                                                         21,319
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     622,784
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 MALAYSIA--0.0%
                 ----------------------------------------------------------------------------------
         5,000   Tenaga Nasional Berhad                                                              $      21,521
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS--0.1%
                 ----------------------------------------------------------------------------------
           500   Philips Electronics                                                                        15,122
                 ----------------------------------------------------------------------------------
           200   Royal Dutch Petroleum Co.                                                                  21,725
                 ----------------------------------------------------------------------------------
           200   Unilever NV-Cert                                                                           22,331
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      59,178
                 ----------------------------------------------------------------------------------  -------------
                 SINGAPORE--0.0%
                 ----------------------------------------------------------------------------------
        10,000   Singapore Telecommunications, Ltd.                                                         19,939
                 ----------------------------------------------------------------------------------  -------------
                 SPAIN--0.1%
                 ----------------------------------------------------------------------------------
           500   Empresa Nac de Electridad                                                                  22,621
                 ----------------------------------------------------------------------------------  -------------
                 SWEDEN--0.0%
                 ----------------------------------------------------------------------------------
           400   Ericsson LM B-F                                                                            22,024
                 ----------------------------------------------------------------------------------  -------------
                 SWITZERLAND--0.1%
                 ----------------------------------------------------------------------------------
            50   Sandoz AG                                                                                  25,668
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM--0.5%
                 ----------------------------------------------------------------------------------
         7,000   British Petroleum PLC                                                                      46,586
                 ----------------------------------------------------------------------------------
         7,000   Coats Viyella PLC                                                                          22,581
                 ----------------------------------------------------------------------------------
         3,000   Eastern Electricity PLC                                                                    37,700
                 ----------------------------------------------------------------------------------
         3,000   Midlands Electricity PLC                                                                   36,267
                 ----------------------------------------------------------------------------------
         2,000   RMC Group PLC                                                                              31,271
                 ----------------------------------------------------------------------------------
         4,000   Williams Holdings PLC                                                                      22,017
                 ----------------------------------------------------------------------------------
         2,000   Wolseley PLC                                                                               23,959
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     220,381
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $1,218,459)                                      1,184,708
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 CLOSED-END REGISTERED INVESTMENT COMPANIES--0.4%
                 ----------------------------------------------------------------------------------
         5,400   France Growth Fund, Inc.                                                            $      53,325
                 ----------------------------------------------------------------------------------
         5,700   Germany Fund, Inc.                                                                         64,838
                 ----------------------------------------------------------------------------------
         1,500   Italy Fund, Inc.                                                                           12,188
                 ----------------------------------------------------------------------------------
         2,000   Swiss Helvetia Fund, Inc.                                                                  37,250
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CLOSED-END REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $181,577)                                                               167,601
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL STOCKS (IDENTIFIED COST, $13,522,248)                                            13,148,569
                 ----------------------------------------------------------------------------------  -------------

<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                                 <C>
- ---------------------------------------------------------------------------------------------------
BONDS--64.1%
- ---------------------------------------------------------------------------------------------------
                 TREASURY--30.3%
                 ----------------------------------------------------------------------------------
 $   1,000,000   United States Treasury Note, 6.875%, 7/31/99                                              965,340
                 ----------------------------------------------------------------------------------
    13,600,000   United States Treasury Note, 7.50%, 10/31/99                                           13,442,240
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL TREASURY (IDENTIFIED COST, $14,494,313)                                          14,407,580
                 ----------------------------------------------------------------------------------  -------------
                 MORTAGE BACKED SECURITIES--17.3%
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--17.3%
                 ----------------------------------------------------------------------------------
       264,034   Federal Home Loan Mortgage Corporation, Pool D54720, 7.00%,
                 7/1/2024                                                                                  238,039
                 ----------------------------------------------------------------------------------
       402,580   Federal Home Loan Mortgage Corporation, Pool D54761, 8.50%,
                 7/1/2024                                                                                  396,034
                 ----------------------------------------------------------------------------------
       397,536   Federal Home Loan Mortgage Corporation, Pool C80177, 7.50%,
                 5/1/2024                                                                                  370,822
                 ----------------------------------------------------------------------------------
       403,417   Federal Home Loan Mortgage Corporation, Pool E20105, 7.00%,
                 4/1/2009                                                                                  379,079
                 ----------------------------------------------------------------------------------
       769,043   Federal Home Loan Mortgage Corporation, Pool E58069, 7.00%,
                 4/1/2009                                                                                  722,647
                 ----------------------------------------------------------------------------------
       522,638   Federal National Mortgage Association, Pool 250083, 7.00%, 7/1/2024                       472,982
                 ----------------------------------------------------------------------------------
$    1,276,132   Federal National Mortgage Association, Pool 250197, 9.50%, 10/1/2024                $   1,316,394
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 MORTAGE BACKED SECURITIES--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 ----------------------------------------------------------------------------------
       246,076   Federal National Mortgage Association, Pool 278507, 7.50%, 6/1/2009                       236,383
                 ----------------------------------------------------------------------------------
       515,100   Federal National Mortgage Association, Pool 303073, 8.00%, 11/1/2024                      493,682
                 ----------------------------------------------------------------------------------
       241,536   Government National Mortgage Association, Pool 379445, 7.50%,
                 5/15/2024                                                                                 222,662
                 ----------------------------------------------------------------------------------
     1,105,000   Government National Mortgage Association, Pool 380656, 8.00%,
                 11/15/2024                                                                              1,051,463
                 ----------------------------------------------------------------------------------
     1,834,775   Government National Mortgage Association, Pool 386246, 8.50%,
                 10/15/2024                                                                              1,801,492
                 ----------------------------------------------------------------------------------
       499,664   Government National Mortgage Association, Pool 393201, 8.50%,
                 9/15/2024                                                                                 490,600
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $8,418,098)                          8,192,279
                 ----------------------------------------------------------------------------------  -------------
                 HIGH YIELD--2.3%
                 ----------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.3%
                 ----------------------------------------------------------------------------------
       125,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                   125,938
                 ----------------------------------------------------------------------------------  -------------
                 BUSINESS EQUIPMENT & SERVICES--0.3%
                 ----------------------------------------------------------------------------------
       150,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                             141,750
                 ----------------------------------------------------------------------------------  -------------
                 CABLE T.V.--0.2%
                 ----------------------------------------------------------------------------------
       125,000   Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                        112,500
                 ----------------------------------------------------------------------------------  -------------
                 CHEMICALS & PLASTICS--0.4%
                 ----------------------------------------------------------------------------------
       125,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                              120,625
                 ----------------------------------------------------------------------------------
       100,000   G-I Holdings, Sr. Disc. Note, 10/1/98                                                      60,750
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     181,375
                 ----------------------------------------------------------------------------------  -------------
                 FOOD & DRUG RETAILERS--0.2%
                 ----------------------------------------------------------------------------------
       125,000   Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003                                    108,438
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 HIGH YIELD--CONTINUED
                 ----------------------------------------------------------------------------------
                 FOOD SERVICES--0.2%
                 ----------------------------------------------------------------------------------
 $     125,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                        $     114,688
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
       125,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                         115,000
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.3%
                 ----------------------------------------------------------------------------------
       125,000   Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003                                    124,375
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS & CELLULAR--0.1%
                 ----------------------------------------------------------------------------------
       125,000   NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            54,063
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,143,427)                                          1,078,127
                 ----------------------------------------------------------------------------------  -------------
                 INVESTMENT GRADE--7.2%
                 ----------------------------------------------------------------------------------
                 AEROSPACE & DEFENSE--0.7%
                 ----------------------------------------------------------------------------------
       325,000   Grumman Corp., Deb., 10.375%, 1/1/99                                                      334,857
                 ----------------------------------------------------------------------------------  -------------
                 BANKING--0.6%
                 ----------------------------------------------------------------------------------
       300,000   Chase Manhattan Corp., Medium Term Note, 9.00%, 2/24/99                                   307,059
                 ----------------------------------------------------------------------------------  -------------
                 CONGLOMERATES--0.6%
                 ----------------------------------------------------------------------------------
       250,000   Leucadia National Corp., Sr. Sub., 10.375%, 6/15/2002                                     265,000
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE-AUTOMOTIVE--0.3%
                 ----------------------------------------------------------------------------------
       150,000   GMAC, Medium Term Note, 7.25%, 4/30/99                                                    143,586
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE-RETAIL--0.3%
                 ----------------------------------------------------------------------------------
       150,000   Household Finance Corp., Deb., 6.45%, 2/1/2009                                            122,787
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL INTERMEDIARIES--0.6%
                 ----------------------------------------------------------------------------------
       300,000   Merrill Lynch & Co., Inc., Medium Term Note, 7.25%, 6/14/2004                             291,861
                 ----------------------------------------------------------------------------------  -------------
                 FOOD & DRUG RETAILERS--0.4%
                 ----------------------------------------------------------------------------------
       200,000   Hook-Superx, Sr. Note, 10.125%, 6/1/2002                                                  205,250
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.4%
                 ----------------------------------------------------------------------------------
       200,000   Georgia-Pacific Corp., Deb., 10.125%, 5/15/2000                                           203,006
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 INVESTMENT GRADE--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--0.4%
                 ----------------------------------------------------------------------------------
 $     200,000   Tennessee Valley Authority, 7.318%, 5/31/99                                         $     193,642
                 ----------------------------------------------------------------------------------  -------------
                 INSURANCE--0.5%
                 ----------------------------------------------------------------------------------
       250,000   Sunamerica, Inc., Medium Term Note, 6.58%, 1/15/2002                                      223,218
                 ----------------------------------------------------------------------------------  -------------
                 PRINTING & PUBLISHING--0.5%
                 ----------------------------------------------------------------------------------
       250,000   News America Holdings, Sr. Note, 7.50%, 3/1/2000                                          235,450
                 ----------------------------------------------------------------------------------  -------------
                 SOVEREIGN GOVERNMENT--1.1%
                 ----------------------------------------------------------------------------------
       300,000   (b)Freeport Terminal (Malta), Gtd. Global Note, 7.50%, 3/29/2004                          272,304
                 ----------------------------------------------------------------------------------
       141,000   Ontario Hydro, Local Gov't. Guarantee, 9.25%, 5/1/95                                      142,674
                 ----------------------------------------------------------------------------------
       100,000   Quebec Hydro, Deb., 7.375%, 2/1/2003                                                       93,260
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     508,238
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.8%
                 ----------------------------------------------------------------------------------
       200,000   Duke Power Co., 1st Mtg. Note, 7.00%, 9/1/2005                                            179,778
                 ----------------------------------------------------------------------------------
       200,000   Gulf States Utilities, FMB, 6.75%, 10/1/98                                                189,168
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     368,946
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENT GRADE (IDENTIFIED COST, $3,495,243)                                    3,402,900
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.2%
                 ----------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.2%
                 ----------------------------------------------------------------------------------
        80,000   General Instrument Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $108,600)                                                               108,838
                 ----------------------------------------------------------------------------------  -------------
    FOREIGN
   CURRENCY
  PAR AMOUNT
- ---------------
                 ----------------------------------------------------------------------------------
                 FOREIGN--6.8%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.2%
                 ----------------------------------------------------------------------------------
       100,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                     82,080
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 BELGIAN FRANC--0.2%
                 ----------------------------------------------------------------------------------
     3,200,000   Belgian Govt., Foreign Gov't. Guarantee, 10.00%, 4/6/96                             $     103,479
                 ----------------------------------------------------------------------------------  -------------
                 CANADIAN DOLLAR--0.4%
                 ----------------------------------------------------------------------------------
       250,000   Ontario Hydro, 9.00%, 6/24/2002                                                           177,736
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--1.1%
                 ----------------------------------------------------------------------------------
       325,000   Bundesobligation, 8.875%, 1/22/96                                                         213,557
                 ----------------------------------------------------------------------------------
       300,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 193,787
                 ----------------------------------------------------------------------------------
       200,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         129,217
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     536,561
                 ----------------------------------------------------------------------------------  -------------
                 FRENCH FRANC--0.8%
                 ----------------------------------------------------------------------------------
       850,000   France O.A.T., 8.50%, 11/25/2002                                                          164,090
                 ----------------------------------------------------------------------------------
       800,000   France O.A.T., 9.80%, 1/30/96                                                             154,036
                 ----------------------------------------------------------------------------------
       400,000   KFW International Finance, 7.00%, 5/12/2000                                                72,082
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     390,208
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.4%
                 ----------------------------------------------------------------------------------
   305,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                  191,052
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--2.2%
                 ----------------------------------------------------------------------------------
    30,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         343,932
                 ----------------------------------------------------------------------------------
    63,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     684,262
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,028,194
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS GUILDER--0.4%
                 ----------------------------------------------------------------------------------
       350,000   Netherlands Government, 6.00%, 4/15/95                                                    199,176
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.3%
                 ----------------------------------------------------------------------------------
    18,000,000   Spain (Government), 8.30%, 12/15/98                                                       126,133
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH AND INCOME FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 UNITED KINGDOM POUND--0.8%
                 ----------------------------------------------------------------------------------
       250,000   UK Conversion, 9.00%, 3/3/2000                                                      $     400,901
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $3,234,960)                                             3,235,520
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $30,894,641)                                             30,425,244
                 ----------------------------------------------------------------------------------  -------------
   PRINCIPAL
    AMOUNT
- ---------------  ----------------------------------------------------------------------------------
CASH EQUIVALENTS--7.5%**
- ---------------------------------------------------------------------------------------------------
 $     750,000   U.S. Treasury Bill, 1/26/95 (IDENTIFIED COST, $744,383)                                   744,053
                 ----------------------------------------------------------------------------------
     2,810,000   ***J.P. Morgan Securities, Inc., 5.77%, dated 11/28/94, due 12/5/94
                 (at amortized cost)                                                                     2,810,000
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CASH EQUIVALENTS                                                                  3,554,053
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $47,971,272)                                    $  47,127,866+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

The following abbreviations are used in this portfolio:

ADR -- American Depository Receipts
PLC -- Public Limited Company
REIT -- Real Estate Investment Trust

 (a) Non-income producing.


 (b) Restricted securities--Investments in securities not registered under the
     Securities Act of 1933. At the end of the period, this security amounted to
     $272,304, which represents .6% of net assets.



  The cost for federal income tax purposes amounts to $48,026,745. The net
  unrealized depreciation on a federal tax cost basis amounts to $898,879, and
  is comprised of $377,654 appreciation and $1,276,533 depreciation at November
  30, 1994.



 The Fund's overall exposure to utility stocks is 10.9%.



  * The Fund's overall exposure to stocks is 30.2%, after adjustment for the use
of S&P 500 and
   S&P Midcap futures contracts.



 ** The Fund holds cash equivalents as collateral for the four S&P 500 futures
    contracts it bought with a market value of $909,475. Consequently, the
    Fund's exposure to large cap stocks is 15.0%
   of the Fund. The Fund holds cash equivalents as collateral for the three S&P
    Midcap futures contracts it bought with a market value of $254,600.
    Consequently, the Fund's exposure to small cap stocks is 2.6% 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.

Note: The categories of investments are shown as a percentage of net assets
($47,490,278) at
      November 30, 1994.

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

FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES


NOVEMBER 30, 1994


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


<TABLE>
<S>                                                                                        <C>        <C>
ASSETS:
- ----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $47,971,272 and tax cost, $48,026,745)          $ 47,127,866
- ----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $51,847)                                           51,602
- ----------------------------------------------------------------------------------------------------
Cash                                                                                                        33,668
- ----------------------------------------------------------------------------------------------------
Dividend and interest receivable                                                                           438,216
- ----------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                             74,484
- ----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                        13,407
- ----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                           51,521
- ----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                        47,790,764
- ----------------------------------------------------------------------------------------------------  ------------
LIABILITIES:
- ----------------------------------------------------------------------------------------------------
Payable for investments purchased                                                          $ 152,574
- -----------------------------------------------------------------------------------------
Payable for Fund shares redeemed                                                              32,778
- -----------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                        13,429
- -----------------------------------------------------------------------------------------
Payable for futures variation margin                                                           5,200
- -----------------------------------------------------------------------------------------
Tax withholding liability                                                                      1,043
- -----------------------------------------------------------------------------------------
Accrued expenses                                                                              95,462
- -----------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                      300,486
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 4,823,116 shares of beneficial interest outstanding                                    $ 47,490,278
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                       $ 48,339,334
- ----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation
of assets and liabilities in foreign currency, and futures contracts                                      (856,361)
- ----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency
transactions, and futures contracts                                                                       (447,919)
- ----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        455,224
- ----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                  $ 47,490,278
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- ----------------------------------------------------------------------------------------------------
Institutional Service Shares ($43,792,915 / 4,447,084 shares of beneficial interest outstanding)             $9.85
- ----------------------------------------------------------------------------------------------------  ------------
Select Shares ($3,697,363 / 376,032 shares of beneficial interest outstanding)                               $9.83
- ----------------------------------------------------------------------------------------------------  ------------
</TABLE>


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



FEDERATED MANAGED GROWTH AND INCOME FUND
STATEMENT OF OPERATIONS


PERIOD ENDED NOVEMBER 30, 1994*

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

<TABLE>
<S>                                                                                <C>        <C>        <C>
INVESTMENT INCOME:
- -------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $1,629 and dollar roll interest expense of $14,256)           $1,021,238
- -------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $1,229)                                                          207,757
- -------------------------------------------------------------------------------------------------------  ----------
    Total investment income                                                                               1,228,995
- -------------------------------------------------------------------------------------------------------  ----------
EXPENSES:
- -------------------------------------------------------------------------------------------------------
Investment advisory fee                                                                       $ 154,964
- --------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                        42,041
- --------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                          59,331
- --------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                         23,851
- --------------------------------------------------------------------------------------------
Legal fees                                                                                        2,000
- --------------------------------------------------------------------------------------------
Fund share registration costs                                                                     8,385
- --------------------------------------------------------------------------------------------
Printing and postage                                                                              3,138
- --------------------------------------------------------------------------------------------
Insurance premiums                                                                                5,158
- --------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                           3,647
- --------------------------------------------------------------------------------------------
Distribution services fee                                                                        10,942
- --------------------------------------------------------------------------------------------
Miscellaneous                                                                                     3,511
- --------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                              316,968
- --------------------------------------------------------------------------------------------
Deduct--
- --------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                  $ 121,127
- ---------------------------------------------------------------------------------
Waiver of distribution services fee                                                    3,647    124,774
- ---------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                            192,194
- -------------------------------------------------------------------------------------------------------  ----------
        Net investment income                                                                             1,036,801
- -------------------------------------------------------------------------------------------------------  ----------
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)                                                                                    (416,902)
- -------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation
of assets and liabilities in foreign currency, and futures contracts                                       (856,361)
- -------------------------------------------------------------------------------------------------------  ----------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts      (1,273,263)
- -------------------------------------------------------------------------------------------------------  ----------
        Change in net assets resulting from operations                                                   $ (236,462)
- -------------------------------------------------------------------------------------------------------  ----------
</TABLE>

*For the period from January 27, 1994 (start of business) to November 30, 1994.

(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
                                                                                            NOVEMBER 30, 1994*
- ---------------------------------------------------------------------------------------  -------------------------
<S>                                                                                      <C>
INCREASE (DECREASE) IN NET ASSETS:
- ---------------------------------------------------------------------------------------
OPERATIONS--
- ---------------------------------------------------------------------------------------
Net investment income                                                                         $     1,036,801
- ---------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions,
and futures contracts ($405,899 net loss, as computed for federal
income tax purposes)                                                                                 (416,902)
- ---------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures
contracts                                                                                            (856,361)
- ---------------------------------------------------------------------------------------  -------------------------
     Change in net assets resulting from operations                                                  (236,462)
- ---------------------------------------------------------------------------------------  -------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ---------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ---------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (576,693)
- ---------------------------------------------------------------------------------------
     Select Shares                                                                                    (35,879)
- ---------------------------------------------------------------------------------------  -------------------------
          Change in net assets resulting from distributions to shareholders                          (612,572)
- ---------------------------------------------------------------------------------------  -------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ---------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       52,456,535
- ---------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                                                 257,127
- ---------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (4,374,350)
- ---------------------------------------------------------------------------------------  -------------------------
     Change in net assets from Fund share transactions                                             48,339,312
- ---------------------------------------------------------------------------------------  -------------------------
          Change in net assets                                                                     47,490,278
- ---------------------------------------------------------------------------------------
NET ASSETS:
- ---------------------------------------------------------------------------------------
Beginning of period                                                                                 --
- ---------------------------------------------------------------------------------------  -------------------------
End of period (including undistributed net investment income of $455,224)                     $    47,490,278
- ---------------------------------------------------------------------------------------  -------------------------
</TABLE>

* For the period from January 27, 1994 (start of business) to November 30, 1994.

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

FEDERATED MANAGED GROWTH AND INCOME FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------



(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.



D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     understanding of the applicable country's tax rules and rates. At November
     30, 1994, the Fund, for federal tax purposes, had a capital loss
     carryforward of $405,899, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire in 2002 ($405,899).



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 November 30, 1994, the Fund had a realized
     gain of $149,143 on futures contracts.



     At November 30, 1994, the Fund had outstanding futures contracts as set out
     below:


<TABLE>
<CAPTION>
                                                                         UNREALIZED
    EXPIRATION                   CONTRACTS                              APPRECIATION
       DATE                  TO DELIVER/RECEIVE            POSITION    (DEPRECIATION)
<S>                 <C>                                   <C>         <C>
December 1994       3 S&P 500 Index Futures                  Long        $    (9,704)
December 1994       1 S&P Midcap Index Future                Long             (4,250)
March 1995          1 S&P 500 Index Future                   Long                400
March 1995          2 S&P Midcap Index Futures               Long                850
                                                                      -----------------
Net Unrealized Appreciation (Depreciation)
on Futures Contracts                                                     $   (12,704)
                                                                      -----------------
</TABLE>


G.   DOLLAR ROLL TRANSACTIONS--The Fund enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA, and FHLMC, in
     which the Fund loans mortgage securities to financial institutions and
     simultaneously agrees to accept substantially similar (same type, coupon
     and maturity) securities at a later date at an agreed upon price. Dollar
     roll transactions are short-term financing arrangements which will not
     exceed twelve months. The Fund will use the proceeds generated from the
     transactions to invest in short-term investments, which may enhance the
     Fund's current yield and total return.



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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                             <C>
Agency                                2.0%
Automotive                            0.1
Banking                               0.4
Beverage & Tobacco                    0.1
Building & Development                0.2
Chemical                              0.1
Diversified                           0.1
Electronics & Electric                0.2
Energy                                0.2
Insurance                             0.1%
Machinery & Equipment                 0.2
Pharmaceutical                        0.1
Retailers                             0.2
Sovereign                             5.0
State/Provincial                      0.2
Supranational                         0.7
Telecomm. & Cellular                  0.1
Utilities                             0.3
</TABLE>


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



K.   RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under Federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Trustees. The Fund will not incur any
     registration costs upon such resales. The Fund's restricted securities are
     valued at the price provided by dealers in the secondary market or, if no
     market prices are available, at the fair value as determined by the Fund's
     pricing committee. Additional information on each restricted security held
     at November 30, 1994 is as follows:


<TABLE>
<CAPTION>
                                  ACQUISITION     ACQUISITION
           SECURITY                   DATE            COST
<S>                              <C>             <C>
Freeport Terminal (Malta)           6/16/94         $284,100
</TABLE>


L.   RECLASSIFICATION--During the period ended November 30, 1994, the Fund
     adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These differences are due to
     differing treatments for foreign currency and futures transactions. Amounts
     as of November 30, 1994, have been reclassified to reflect an increase in
     paid in capital of $22, an increase in undistributed net investment income
     of $30,995, and a decrease in accumulated net realized gain (loss) of
     $31,017. Net investment income, net realized gains, and net assets were not
     affected by this change.




M.   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
                                                                                           NOVEMBER 30, 1994*
<S>                                                                                     <C>         <C>
INSTITUTIONAL SERVICE SHARES                                                              SHARES       DOLLARS
- --------------------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                              4,831,900  $  48,424,276
- --------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                              23,521        236,142
- --------------------------------------------------------------------------------------
Shares redeemed                                                                           (408,337)    (4,090,253)
- --------------------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Institutional Service
     Share transactions                                                                  4,447,084  $  44,570,165
- --------------------------------------------------------------------------------------  ----------  -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                              PERIOD ENDED
                                                                                           NOVEMBER 30, 1994*
<S>                                                                                     <C>         <C>
SELECT SHARES                                                                             SHARES       DOLLARS
- --------------------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                                402,183  $   4,032,259
- --------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               2,090         20,985
- --------------------------------------------------------------------------------------
Shares redeemed                                                                            (28,241)      (284,097)
- --------------------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Select Share transactions                                   376,032  $   3,769,147
- --------------------------------------------------------------------------------------  ----------  -------------
          Total net change resulting from Fund Share transactions                        4,823,116  $  48,339,312
- --------------------------------------------------------------------------------------  ----------  -------------
</TABLE>


*For the period from January 27, 1994 (start of business) to November 30, 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 a portion of its fee. The Adviser can modify or
terminate this voluntary waiver at any time at its sole discretion.



ADMINISTRATIVE FEE--Federated Administrative Services ("FAS") provides the 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 on an annualized basis. 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 Service Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of average net assets of
each class of shares for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts. For the
period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer 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 ($34,633) and start-up
administrative service expenses ($39,068) were borne initially by the Adviser.
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 November 30,
1994, the Fund paid $2,117 and $2,388, respectively pursuant to this agreement.



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



(5) INVESTMENT TRANSACTIONS



Purchases and sales of investments, excluding short-term securities, for the
period ended
November 30, 1994, were as follows:


<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $  92,905,649
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  47,019,671
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------



To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST
(Federated Managed Growth and Income Fund):



We have audited the accompanying statement of assets and liabilities of
Federated Managed Growth and Income Fund (an investment portfolio of Managed
Series Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of November 30, 1994, and the related statements of
operations and changes in net assets, and the financial highlights (see pages 2
and 28 of the prospectus) for the period from January 27, 1994 (start of
business) to November 30, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.



We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Growth and Income Fund (an investment portfolio of Managed
Series Trust) as of November 30, 1994, and the results of its operations, the
changes in its net assets, and its financial highlights for the period from
January 27, 1994 (start of business) to November 30, 1994, in conformity with
generally accepted accounting principles.



                                                             ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
January 17, 1995

APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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
- ---------------------------------------------------------------------------------------------------------------------
Independent Public Accountants
                    Arthur Andersen LLP                                    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 January 31, 1995



[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779

56166K404
3122006A-SEL (1/95)

[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  Managed Series Trust
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund



Federated Managed Growth Fund

[Logo]
Lifecycle Investing
From Federated Investors

Institutional Service Shares

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

Other funds available in Managed
Series Trust are Federated Managed Income
Fund, Federated Managed Growth and Income
Fund, and Federated Managed Aggressive Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors


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 January 31, 1995, 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 January 31, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Utility Stocks                                                           5
      Small Company Stocks                                                     5
         Investment Risks                                                      5
      Foreign Stocks                                                           5
      Equity Reserves                                                          5
    Bond Asset Categories                                                      5
      U.S. Treasury Securities                                                 6
      Mortgaged-Backed Securities                                              6
      Investment-Grade Corporate Bonds                                         6
      High Yield Corporate Bonds                                               6
         Investment Risks                                                      7
      Foreign Bonds                                                            7
    Acceptable Investments                                                     7
      Equity Securities                                                        7
      Foreign Securities                                                       7
         Investment Risks                                                      7
      Equity Reserves                                                          8
         Repurchase Agreements                                                 8
      Convertible Securities                                                   8
      U.S. Treasury and Other U.S.
         Government Securities                                                 9
      Mortgage-Backed Securities                                               9
         Collateralized Mortgage Obligations
           ("CMOs")                                                            9
         Real Estate Mortgage Investment
           Conduits ("REMICs")                                                10
         Characteristics of Mortgage-Backed
           Securities                                                         10
      Corporate Bonds                                                         11

    Investing in Securities of Other

      Investment Companies                                                    11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed Delivery
      Transactions                                                            11
    Lending of Portfolio Securities                                           12
    Foreign Currency Transactions                                             12
      Currency Risks                                                          12
    Forward Foreign Currency Exchange
      Contracts                                                               12
    Options                                                                   13
    Futures and Options on Futures                                            13
      Risks                                                                   14
    Portfolio Turnover                                                        15
  Investment Limitations                                                      15

TRUST INFORMATION                                                             15
- ------------------------------------------------------

  Management of the Trust                                                     15
    Board of Trustees                                                         15
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    15
  Distribution of Institutional Service Shares                                18
  Administration of the Fund                                                  18
    Administrative Services                                                   18
    Shareholder Services Plan                                                 18
    Other Payments to Financial Institutions                                  19
    Custodian                                                                 19
    Transfer Agent and Dividend
      Disbursing Agent                                                        19
    Independent Public Accountants                                            19
  Brokerage Transactions                                                      19
  Expenses of the Fund and Institutional
    Service Shares                                                            19

NET ASSET VALUE                                                               20
- ------------------------------------------------------

INVESTING IN INSTITUTIONAL SERVICE SHARES                                     20
- ------------------------------------------------------

  Share Purchases                                                             20
    Through a Financial Institution                                           20
    By Wire                                                                   20
    By Mail                                                                   21
  Minimum Investment Required                                                 21
  What Shares Cost                                                            21
  Subaccounting Services                                                      21
  Systematic Investment Program                                               21
  Certificates and Confirmations                                              22
  Dividends                                                                   22
  Capital Gains                                                               22

REDEEMING INSTITUTIONAL SERVICE SHARES                                        22
- ------------------------------------------------------

  Through a Financial Institution                                             22
  Telephone Redemption                                                        22
  Written Requests                                                            23
    Signatures                                                                23
    Receiving Payment                                                         23
  Systematic Withdrawal Program                                               23
  Accounts with Low Balances                                                  24

SHAREHOLDER INFORMATION                                                       24
- ------------------------------------------------------

  Voting Rights                                                               24
  Massachusetts Partnership Law                                               24

TAX INFORMATION                                                               25
- ------------------------------------------------------

  Federal Income Tax                                                          25
  Pennsylvania Corporate and
    Personal Property Taxes                                                   25

PERFORMANCE INFORMATION                                                       25
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       26
- ------------------------------------------------------


  Financial Highlights--Select Shares                                         27



FINANCIAL STATEMENTS                                                          28
- ------------------------------------------------------



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      57
- ------------------------------------------------------


APPENDIX                                                                      58
- ------------------------------------------------------


ADDRESSES                                                                     61
- ------------------------------------------------------



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 average net assets)
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee.................................................................................................       None
Total Other Expenses (after expense reimbursement)........................................................       1.00%
    Shareholder Services Fee (after waiver) (2)................................................       0.00%
         Total Institutional Service Shares Operating Expenses (3)........................................       1.00%
</TABLE>


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


(1) The management fee has been reduced to reflect the voluntary waiver 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 maximum shareholder services fee is 0.25%.



(3) The Total Institutional Service Shares Operating Expenses in the table above
    are based on expenses expected during the fiscal year ending November 30,
    1995. The Total Institutional Service Shares Operating Expenses were 0.89%
    for the fiscal year ended November 30, 1994 and were 1.79% absent the
    voluntary waiver of the management fee and the voluntary reimbursement of
    certain other expenses.



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


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



    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."



FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 57.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                              $   10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.20
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.26)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                    (0.06)
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.12)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                    $    9.82
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                        (0.59%)
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             0.89%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                4.28%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     0.90%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                           $28,973
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                71%
- ----------------------------------------------------------------------------------------
</TABLE>


  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994 the Fund had no investment activity.



 ** 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.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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:
equities and bonds. 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 equities. The
equities asset categories are large company stocks, utility stocks, small

company stocks, foreign stocks and equity reserves.

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>
EQUITIES                                          50-70%
Large Company Stocks                               0-70%
Utility Stocks                                    0-7.5%
Small Company Stocks                               0-21%
Foreign Stocks                                     0-21%
Equity Reserves                                    0-15%

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
equities 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 7.5 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.


         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, small company stocks may decline in price as
         large company stocks rise in price 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of the asset category ranges. The Fund may invest up to
     21 percent of its total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is desirable, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 15 percent of its total assets in equity 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. The prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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
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. 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.

     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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries 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 Ratings Group (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.

     EQUITY RESERVES.  The Fund's equity 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.


     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common stock at the option of the holder during a
     specified time period. Convertible securities may take the form of
     convertible preferred stock, convertible bonds or debentures, units
     consisting of "usable" bonds and warrants or a combination of the features
     of several of these securities. The investment characteristics of each
     convertible security vary widely, which allows convertible securities to be
     employed for different investment objectives. The adviser may treat
     convertible securities as large company stocks, small company stocks, or
     high yield bonds for purposes of the asset category ranges, depending upon
     current market conditions, including the relationship of the then-current
     price to the conversion price. The convertible securities in which the Fund
     invests may be rated "high yield" or of comparable quality at the time of
     purchase.


     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 an 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 or 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 Ratings Group (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.

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


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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


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


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. The Fund will not invest more than 21% of its total assets in
forward foreign currency exchange contracts.


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. Interest rate
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 utilize stock index futures to
handle cash flows into and out of the Fund and to potentially reduce
transactional costs.

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 $70 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 Fund 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 senior 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.



     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Management
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.



     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser since 1994. From
     1992 until 1994, Mr. Grefenstett acted as an investment analyst. Mr.
     Grefenstett was a credit analyst at Westinghouse Credit Corp. from 1990
     until 1992, and an investment officer at Pittsburgh National Bank from 1987
     until 1990. Mr. Grefenstett is a Chartered Financial Analyst and received
     his M.B.A. in Finance from Carnegie Mellon University.


     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.


     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 and has been
     a Vice President of the Fund's investment adviser since January, 1995.
     Prior to this, Mr. Bauer served 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.

     Thomas M. Franks is the portfolio manager for the equity 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.

     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, 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.


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.


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.

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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

BROKERAGE TRANSACTIONS

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

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 reserve the right to allocate certain other expenses to holders of
Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Shares; fees under the Fund's
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.
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: Federated Services Company, c/o 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 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 generally
exceed that of Select Shares by the difference between Class Expenses and
distribution and shareholder service expenses borne by shares of each respective
class.


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


FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 57.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                              $   10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.15
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.24)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                    (0.09)
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.10)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                    $    9.81
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                        (0.90%)
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             1.70%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                3.53%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     1.15%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                         $   2,952
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                71%
- ----------------------------------------------------------------------------------------
</TABLE>


  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994 the Fund had no investment activity.



 ** 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.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED GROWTH FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--40.6%*
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--14.6%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.2%
                 ----------------------------------------------------------------------------------
         1,700   Eastman Chemical Co.                                                                $      80,113
                 ----------------------------------------------------------------------------------
         2,000   Lubrizol Corp.                                                                             63,000
                 ----------------------------------------------------------------------------------
         2,600   Phelps Dodge Corp.                                                                        148,850
                 ----------------------------------------------------------------------------------
         4,200   Praxair, Inc.                                                                              85,050
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     377,013
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.2%
                 ----------------------------------------------------------------------------------
         1,400   Chrysler Corp.                                                                             67,725
                 ----------------------------------------------------------------------------------
         2,100   Eastman Kodak Co.                                                                          95,813
                 ----------------------------------------------------------------------------------
         3,000   Ford Motor Co.                                                                             81,375
                 ----------------------------------------------------------------------------------
         5,300   Mattel, Inc.                                                                              141,775
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     386,688
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--1.2%
                 ----------------------------------------------------------------------------------
         1,300   Avon Products, Inc.                                                                        80,437
                 ----------------------------------------------------------------------------------
         2,100   Philip Morris Cos., Inc.                                                                  125,475
                 ----------------------------------------------------------------------------------
         2,600   Reebok International, Ltd.                                                                 99,775
                 ----------------------------------------------------------------------------------
         9,400   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 63,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     369,137
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.7%
                 ----------------------------------------------------------------------------------
         3,800   American Stores Co.                                                                       100,225
                 ----------------------------------------------------------------------------------
         2,800   Sears, Roebuck & Co.                                                                      132,300
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     232,525
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--1.6%
                 ----------------------------------------------------------------------------------
         3,400   Baker Hughes, Inc.                                                                         61,200
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         2,800   Chevron Corp.                                                                       $     122,150
                 ----------------------------------------------------------------------------------
         1,500   Mapco, Inc.                                                                                75,188
                 ----------------------------------------------------------------------------------
         1,900   Texaco, Inc.                                                                              118,038
                 ----------------------------------------------------------------------------------
         4,500   USX Marathon Group                                                                         81,000
                 ----------------------------------------------------------------------------------
         1,200   (a)Western Atlas, Inc.                                                                     52,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     509,926
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--2.6%
                 ----------------------------------------------------------------------------------
         1,500   AMLI Residential Properties Trust, REIT                                                    27,562
                 ----------------------------------------------------------------------------------
         1,300   Bankers Trust of New York Corp.                                                            77,025
                 ----------------------------------------------------------------------------------
         2,500   Citicorp                                                                                  104,063
                 ----------------------------------------------------------------------------------
         1,700   Dean Witter, Discover & Co.                                                                59,500
                 ----------------------------------------------------------------------------------
         1,000   Federal National Mortgage Association                                                      71,125
                 ----------------------------------------------------------------------------------
         2,802   Mellon Bank Corp.                                                                          92,816
                 ----------------------------------------------------------------------------------
         3,200   PNC Financial Corp.                                                                        66,400
                 ----------------------------------------------------------------------------------
         1,800   Providian Corp.                                                                            54,450
                 ----------------------------------------------------------------------------------
         3,100   Ryder Systems, Inc.                                                                        67,038
                 ----------------------------------------------------------------------------------
         1,700   Transamerica Corp.                                                                         80,538
                 ----------------------------------------------------------------------------------
         3,500   Travelers, Inc.                                                                           115,063
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     815,580
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.3%
                 ----------------------------------------------------------------------------------
         2,000   American Home Products Corp.                                                              130,250
                 ----------------------------------------------------------------------------------
         1,700   Becton, Dickinson & Co.                                                                    80,325
                 ----------------------------------------------------------------------------------
         1,700   Bristol-Myers Squibb Co.                                                                   98,175
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         2,300   U.S. Healthcare, Inc.                                                               $     102,925
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     411,675
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--1.7%
                 ----------------------------------------------------------------------------------
         1,600   Caterpillar, Inc.                                                                          86,400
                 ----------------------------------------------------------------------------------
           700   Deere & Co.                                                                                44,975
                 ----------------------------------------------------------------------------------
         2,000   (a)FMC Corp.                                                                              116,500
                 ----------------------------------------------------------------------------------
         1,500   General Electric Co.                                                                       69,000
                 ----------------------------------------------------------------------------------
         1,600   (a)Litton Industries, Inc.                                                                 54,600
                 ----------------------------------------------------------------------------------
           800   Loews Corp.                                                                                69,100
                 ----------------------------------------------------------------------------------
         2,400   Textron, Inc.                                                                             112,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     553,375
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--2.1%
                 ----------------------------------------------------------------------------------
         3,600   General Motors Corp., Class E                                                             132,300
                 ----------------------------------------------------------------------------------
         1,400   Hewlett-Packard Co.                                                                       137,200
                 ----------------------------------------------------------------------------------
           800   International Business Machines Corp.                                                      56,600
                 ----------------------------------------------------------------------------------
         2,600   Martin-Marietta Corp.                                                                     112,775
                 ----------------------------------------------------------------------------------
         1,900   Raytheon Co.                                                                              119,463
                 ----------------------------------------------------------------------------------
         3,000   Rockwell International Corp.                                                              101,625
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     659,963
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.0%+
                 ----------------------------------------------------------------------------------
         2,500   AT&T Corp.                                                                                122,813
                 ----------------------------------------------------------------------------------
           600   British Telecommunications PLC, ADR                                                        35,625
                 ----------------------------------------------------------------------------------
         1,400   Duke Power Co.                                                                             57,050
                 ----------------------------------------------------------------------------------
         1,500   Enron Corp.                                                                                40,500
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         3,300   MCI Communications Corp.                                                            $      64,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     320,338
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $4,805,103)                                       4,636,220
                 ----------------------------------------------------------------------------------  -------------
                 SMALL COMPANY--9.5%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.3%
                 ----------------------------------------------------------------------------------
         1,300   (a)Acme Metals, Inc.                                                                       21,125
                 ----------------------------------------------------------------------------------
         1,800   (a)Magma Copper Co.                                                                        29,025
                 ----------------------------------------------------------------------------------
           900   Texas Industries, Inc.                                                                     29,813
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      79,963
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--0.7%
                 ----------------------------------------------------------------------------------
         2,100   Anthony Industries, Inc.                                                                   34,650
                 ----------------------------------------------------------------------------------
         1,500   Arctco, Inc.                                                                               30,000
                 ----------------------------------------------------------------------------------
           900   (a)Champion Enterprises, Inc.                                                              25,538
                 ----------------------------------------------------------------------------------
           700   Polaris Industries Partners, L.P.                                                          31,063
                 ----------------------------------------------------------------------------------
           900   (a)Scientific Games Holding Corp.                                                          38,475
                 ----------------------------------------------------------------------------------
         1,800   SPX Corp.                                                                                  27,900
                 ----------------------------------------------------------------------------------
         1,100   Toro Co.                                                                                   30,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     218,426
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.3%
                 ----------------------------------------------------------------------------------
         1,400   (a)Cyrk International, Inc.                                                                51,800
                 ----------------------------------------------------------------------------------
         1,100   Haggar Corp.                                                                               23,650
                 ----------------------------------------------------------------------------------
         1,400   Hudson Foods, Inc., Class A                                                                31,675
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     107,125
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--1.2%
                 ----------------------------------------------------------------------------------
         1,400   (a)APS Holding Corp., Class A                                                              35,437
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 CONSUMER SERVICES--CONTINUED
                 ----------------------------------------------------------------------------------
         1,000   (a)Carmike Cinemas, Inc.                                                            $      22,500
                 ----------------------------------------------------------------------------------
           900   (a)Devon Group, Inc.                                                                       22,950
                 ----------------------------------------------------------------------------------
         1,000   Fair Isaac & Co., Inc.                                                                     42,125
                 ----------------------------------------------------------------------------------
         1,400   La Quinta Inns, Inc.                                                                       29,750
                 ----------------------------------------------------------------------------------
         1,000   (a)Landstar System, Inc.                                                                   25,500
                 ----------------------------------------------------------------------------------
         1,100   Media General, Inc., Class A                                                               32,038
                 ----------------------------------------------------------------------------------
         3,800   (a)Prime Hospitality Corp.                                                                 28,500
                 ----------------------------------------------------------------------------------
         1,800   (a)Revco D.S., Inc.                                                                        40,500
                 ----------------------------------------------------------------------------------
         1,400   Strawbridge & Clothier, Class A                                                            32,200
                 ----------------------------------------------------------------------------------
         1,700   (a)Super Rite Foods Holdings Corp.                                                         19,550
                 ----------------------------------------------------------------------------------
         2,500   (a)The Good Guys, Inc.                                                                     30,000
                 ----------------------------------------------------------------------------------
         2,900   (a)Vitalink Pharmacy Services, Inc.                                                        33,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     394,400
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.5%
                 ----------------------------------------------------------------------------------
         2,000   (a)Dekalb Energy Co., Class B                                                              30,000
                 ----------------------------------------------------------------------------------
         1,000   Diamond Shamrock, Inc.                                                                     25,750
                 ----------------------------------------------------------------------------------
         4,800   (a)Numac Energy, Inc.                                                                      28,200
                 ----------------------------------------------------------------------------------
         2,000   Southwest Gas Corp.                                                                        30,500
                 ----------------------------------------------------------------------------------
         2,400   (a)Tide West Oil Co.                                                                       26,400
                 ----------------------------------------------------------------------------------
         7,000   (a)Wainoco Oil Corp.                                                                       34,125
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     174,975
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL--2.1%
                 ----------------------------------------------------------------------------------
         2,000   (a)Acceptance Insurance Cos., Inc.                                                         28,750
                 ----------------------------------------------------------------------------------
         1,800   Allied Capital Commercial                                                                  29,925
                 ----------------------------------------------------------------------------------
         1,100   Allied Group, Inc.                                                                         28,050
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINANCIAL--CONTINUED
                 ----------------------------------------------------------------------------------
         1,300   Centura Banks, Inc.                                                                 $      27,950
                 ----------------------------------------------------------------------------------
         2,900   City National Corp.                                                                        27,550
                 ----------------------------------------------------------------------------------
         1,500   Comdisco, Inc.                                                                             32,063
                 ----------------------------------------------------------------------------------
         1,500   Commerce Bancorp., Inc.                                                                    27,000
                 ----------------------------------------------------------------------------------
         1,200   Fremont General Corp.                                                                      27,750
                 ----------------------------------------------------------------------------------
           900   GFC Financial Corp.                                                                        26,550
                 ----------------------------------------------------------------------------------
         3,900   Hibernia Corp., Class A                                                                    30,713
                 ----------------------------------------------------------------------------------
         2,800   Hilb Rogal & Hamilton Co.                                                                  31,500
                 ----------------------------------------------------------------------------------
         1,500   Money Store, Inc.                                                                          26,625
                 ----------------------------------------------------------------------------------
         1,400   (a)Mutual Assurance                                                                        39,200
                 ----------------------------------------------------------------------------------
         2,100   North Fork Bancorp, Inc.                                                                   29,400
                 ----------------------------------------------------------------------------------
           900   PHH Corp.                                                                                  31,613
                 ----------------------------------------------------------------------------------
           800   Protective Life Corp.                                                                      34,800
                 ----------------------------------------------------------------------------------
           900   Provident Bancorp., Inc.                                                                   27,225
                 ----------------------------------------------------------------------------------
         1,200   Southern National Corp.                                                                    22,050
                 ----------------------------------------------------------------------------------
           800   TCF Financial Corp.                                                                        29,500
                 ----------------------------------------------------------------------------------
         1,500   Uslico Corp.                                                                               30,000
                 ----------------------------------------------------------------------------------
         1,400   Washington National Corp.                                                                  28,000
                 ----------------------------------------------------------------------------------
         1,800   Webb (Del) Corp.                                                                           29,700
                 ----------------------------------------------------------------------------------
         1,000   WestAmerica Bancorporation                                                                 30,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     676,414
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--0.8%
                 ----------------------------------------------------------------------------------
         1,500   (a)Advantage Health Corp.                                                                  44,250
                 ----------------------------------------------------------------------------------
         1,400   (a)Bio Rad Laboratories, Inc., Class A                                                     38,850
                 ----------------------------------------------------------------------------------
         1,200   (a)Genesis Health Ventures, Inc.                                                           33,900
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,500   ICN Pharmaceuticals                                                                 $      33,563
                 ----------------------------------------------------------------------------------
         1,200   (a)Sierra Health Services, Inc.                                                            36,900
                 ----------------------------------------------------------------------------------
         1,100   (a)Universal Health Services, Inc., Class B                                                27,500
                 ----------------------------------------------------------------------------------
         1,300   West, Inc.                                                                                 33,963
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     248,926
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--1.3%
                 ----------------------------------------------------------------------------------
           700   AGCO Corp.                                                                                 31,937
                 ----------------------------------------------------------------------------------
           800   Blount, Inc., Class A                                                                      35,800
                 ----------------------------------------------------------------------------------
         1,500   Borden Chemicals & Plastics, L.P.                                                          32,813
                 ----------------------------------------------------------------------------------
         1,200   Borg-Warner Automotive                                                                     28,200
                 ----------------------------------------------------------------------------------
         1,900   Brush Wellman, Inc.                                                                        28,738
                 ----------------------------------------------------------------------------------
         1,000   Butler Manufacturing Co.                                                                   34,000
                 ----------------------------------------------------------------------------------
         1,500   Castle (A.M.) & Co.                                                                        19,500
                 ----------------------------------------------------------------------------------
         1,700   Commercial Intertech Corp.                                                                 27,200
                 ----------------------------------------------------------------------------------
         1,700   (a)Galey & Lord, Inc.                                                                      27,200
                 ----------------------------------------------------------------------------------
           800   Pittway Corp., Class A                                                                     30,900
                 ----------------------------------------------------------------------------------
         2,000   (a)Smith International, Inc.                                                               27,000
                 ----------------------------------------------------------------------------------
         3,100   Terra Industries, Inc.                                                                     33,713
                 ----------------------------------------------------------------------------------
         1,600   (a)Western Waste Industries                                                                24,400
                 ----------------------------------------------------------------------------------
         1,300   (a)Wolverine Tube, Inc.                                                                    31,200
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     412,601
                 ----------------------------------------------------------------------------------  -------------
                 RETAIL TRADE--0.2%
                 ----------------------------------------------------------------------------------
         1,900   Bradlees, Inc.                                                                             26,125
                 ----------------------------------------------------------------------------------
           900   (a)Eckerd Corp.                                                                            25,538
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 RETAIL TRADE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,700   Wolohan Lumber Co.                                                                  $      26,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      78,013
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--1.6%
                 ----------------------------------------------------------------------------------
         1,775   (a)Bell Industries, Inc.                                                                   39,050
                 ----------------------------------------------------------------------------------
         1,400   (a)Electronics for Imaging, Inc.                                                           32,900
                 ----------------------------------------------------------------------------------
         1,500   Energen Corp.                                                                              30,000
                 ----------------------------------------------------------------------------------
         1,700   (a)Frame Technology Corp.                                                                  25,500
                 ----------------------------------------------------------------------------------
         1,500   (a)International Rectifier Corp.                                                           32,625
                 ----------------------------------------------------------------------------------
         1,700   (a)Kemet Corp.                                                                             36,763
                 ----------------------------------------------------------------------------------
         1,900   Methode Electronics, Inc., Class A                                                         26,600
                 ----------------------------------------------------------------------------------
         2,000   Pioneer Standard Electronics, Inc.                                                         32,000
                 ----------------------------------------------------------------------------------
         1,600   (a)SCI Systems, Inc.                                                                       29,600
                 ----------------------------------------------------------------------------------
         1,600   (a)Silicon Valley Group, Inc.                                                              32,200
                 ----------------------------------------------------------------------------------
         1,300   (a)Tech-Sym Corp.                                                                          28,438
                 ----------------------------------------------------------------------------------
         1,000   Tektronix, Inc.                                                                            37,375
                 ----------------------------------------------------------------------------------
         1,100   (a)Tencor Instruments                                                                      48,813
                 ----------------------------------------------------------------------------------
           900   Watkins Johnson Co.                                                                        29,700
                 ----------------------------------------------------------------------------------
         2,100   (a)Western Digital Corp.                                                                   38,850
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     500,414
                 ----------------------------------------------------------------------------------  -------------
                 TRANSPORTATION--0.2%
                 ----------------------------------------------------------------------------------
         1,800   Alaska Air Group, Inc.                                                                     29,475
                 ----------------------------------------------------------------------------------
           800   (a)Wisconsin Central Transportation Corp.                                                  33,200
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      62,675
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.3%+
                 ----------------------------------------------------------------------------------
           900   Buckeye Partners                                                                           30,038
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         1,100   CIPSCO, Inc.                                                                        $      29,425
                 ----------------------------------------------------------------------------------
         1,100   Teppco Partners, L.P.                                                                      29,150
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      88,613
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL SMALL COMPANY (IDENTIFIED COST, $3,148,322)                                       3,042,545
                 ----------------------------------------------------------------------------------  -------------
                 UTILITY--5.0%+
                 ----------------------------------------------------------------------------------
                 ELECTRIC UTILITIES--1.9%
                 ----------------------------------------------------------------------------------
         1,700   Baltimore Gas & Electric Co.                                                               38,462
                 ----------------------------------------------------------------------------------
         3,339   Cinergy Corp.                                                                              74,293
                 ----------------------------------------------------------------------------------
         1,600   CMS Energy Corp.                                                                           35,600
                 ----------------------------------------------------------------------------------
         1,700   DPL, Inc.                                                                                  34,638
                 ----------------------------------------------------------------------------------
         1,200   DQE, Inc.                                                                                  36,300
                 ----------------------------------------------------------------------------------
           800   Duke Power Co.                                                                             32,600
                 ----------------------------------------------------------------------------------
         1,300   Florida Progress Corp.                                                                     39,488
                 ----------------------------------------------------------------------------------
         1,100   FPL Group, Inc.                                                                            38,913
                 ----------------------------------------------------------------------------------
         1,400   General Public Utilities Corp.                                                             36,050
                 ----------------------------------------------------------------------------------
         1,200   NIPSCO Industries, Inc.                                                                    35,100
                 ----------------------------------------------------------------------------------
         1,800   Pacificorp                                                                                 33,300
                 ----------------------------------------------------------------------------------
         1,500   Peco Energy Co.                                                                            36,188
                 ----------------------------------------------------------------------------------
         1,600   Pinnacle West Capital Corp.                                                                31,000
                 ----------------------------------------------------------------------------------
         1,800   Southern Co.                                                                               37,350
                 ----------------------------------------------------------------------------------
         1,300   Utilicorp United, Inc.                                                                     33,475
                 ----------------------------------------------------------------------------------
         1,200   Western Resources, Inc.                                                                    33,750
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     606,507
                 ----------------------------------------------------------------------------------  -------------
                 NATURAL GAS--0.6%
                 ----------------------------------------------------------------------------------
           750   Consolidated Natural Gas Co.                                                               26,250
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 NATURAL GAS--CONTINUED
                 ----------------------------------------------------------------------------------
           900   Enron Corp.                                                                         $      24,300
                 ----------------------------------------------------------------------------------
         1,600   MCN Corp.                                                                                  29,000
                 ----------------------------------------------------------------------------------
         1,100   Pacific Enterprises                                                                        23,513
                 ----------------------------------------------------------------------------------
         1,600   Sonat, Inc.                                                                                45,000
                 ----------------------------------------------------------------------------------
         1,700   UGI Corp.                                                                                  32,088
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     180,151
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS--2.5%
                 ----------------------------------------------------------------------------------
         2,500   Ameritech Corp.                                                                            98,750
                 ----------------------------------------------------------------------------------
         2,500   AT&T Corp.                                                                                122,813
                 ----------------------------------------------------------------------------------
         1,900   Bell Atlantic Corp.                                                                        95,238
                 ----------------------------------------------------------------------------------
         1,800   BellSouth Corp.                                                                            93,375
                 ----------------------------------------------------------------------------------
         3,100   GTE Corp.                                                                                  94,938
                 ----------------------------------------------------------------------------------
         2,300   NYNEX Corp.                                                                                86,538
                 ----------------------------------------------------------------------------------
         2,200   Southern New England Telecommunications Corp.                                              72,600
                 ----------------------------------------------------------------------------------
         1,600   Southwestern Bell Corp.                                                                    66,200
                 ----------------------------------------------------------------------------------
         2,000   U.S. West, Inc.                                                                            70,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     800,952
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL UTILITY (IDENTIFIED COST, $1,633,939)                                             1,587,610
                 ----------------------------------------------------------------------------------  -------------
                 FOREIGN EQUITY--10.3%
                 ----------------------------------------------------------------------------------
                 AUSTRALIA--0.3%
                 ----------------------------------------------------------------------------------
         3,000   Broken Hill Proprietary Co.                                                                43,068
                 ----------------------------------------------------------------------------------
        19,300   Publishing & Broadcasting                                                                  54,435
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      97,503
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM--0.1%
                 ----------------------------------------------------------------------------------
         1,100   Delhaize-Le Lion                                                                           44,200
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINLAND--0.1%
                 ----------------------------------------------------------------------------------
           200   Kone Corp., 'B'                                                                     $      21,215
                 ----------------------------------------------------------------------------------  -------------
                 FRANCE--0.4%
                 ----------------------------------------------------------------------------------
         1,000   Elf Aquitaine                                                                              68,402
                 ----------------------------------------------------------------------------------
           300   LVMH (Moet-Hennessy)                                                                       47,946
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     116,348
                 ----------------------------------------------------------------------------------  -------------
                 GERMANY--0.4%
                 ----------------------------------------------------------------------------------
            50   Allianz AG Holding                                                                         76,194
                 ----------------------------------------------------------------------------------
           100   Daimler Benz AG                                                                            47,263
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     123,457
                 ----------------------------------------------------------------------------------  -------------
                 HONG KONG--0.4%
                 ----------------------------------------------------------------------------------
        16,800   Cheung Kong Holdings                                                                       69,948
                 ----------------------------------------------------------------------------------
         3,300   HSBC Holdings PLC                                                                          36,483
                 ----------------------------------------------------------------------------------
         6,000   Hutchison Whampoa                                                                          23,895
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     130,326
                 ----------------------------------------------------------------------------------  -------------
                 ITALY--0.1%
                 ----------------------------------------------------------------------------------
         1,900   Assicurazioni Generali                                                                     43,854
                 ----------------------------------------------------------------------------------  -------------
                 JAPAN--5.3%
                 ----------------------------------------------------------------------------------
         5,000   Asahi Bank, Ltd.                                                                           57,590
                 ----------------------------------------------------------------------------------
         5,000   Bank of Tokyo, Ltd., Tokyo                                                                 74,766
                 ----------------------------------------------------------------------------------
         4,000   Dai-Ichi Kangyo Bank, Ltd., Tokyo                                                          71,129
                 ----------------------------------------------------------------------------------
         3,000   Fuji Bank, Ltd., Tokyo                                                                     61,834
                 ----------------------------------------------------------------------------------
         7,000   Hitachi, Ltd.                                                                              69,098
                 ----------------------------------------------------------------------------------
         2,000   Industrial Bank of Japan, Ltd., Tokyo                                                      55,570
                 ----------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             53,044
                 ----------------------------------------------------------------------------------
        14,000   Kawasaki Heavy Industries                                                                  64,218
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 JAPAN--CONTINUED
                 ----------------------------------------------------------------------------------
         6,000   Kirin Brewery Co., Ltd.                                                             $      63,652
                 ----------------------------------------------------------------------------------
         4,000   Matsushita Electric Industrial Co.                                                         61,834
                 ----------------------------------------------------------------------------------
         3,000   Mitsubishi Bank                                                                            66,987
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Corp.                                                                           53,347
                 ----------------------------------------------------------------------------------
         9,000   Mitsubishi Heavy Industries                                                                66,744
                 ----------------------------------------------------------------------------------
         5,000   Mitsubishi Trust & Banking                                                                 70,725
                 ----------------------------------------------------------------------------------
         6,000   Mitsukoshi, Ltd.                                                                           57,348
                 ----------------------------------------------------------------------------------
        15,000   (a)Nippon Steel Co.                                                                        58,197
                 ----------------------------------------------------------------------------------
            10   Nippon Telegraph & Telephone Corp.                                                         84,870
                 ----------------------------------------------------------------------------------
         4,000   Nomura Securities Co., Ltd.                                                                78,404
                 ----------------------------------------------------------------------------------
         6,000   Sakura Bank, Ltd., Tokyo                                                                   79,414
                 ----------------------------------------------------------------------------------
         4,000   Sumitomo Bank, Ltd., Osaka                                                                 71,533
                 ----------------------------------------------------------------------------------
        12,000   Sumitomo Heavy Industries                                                                  45,951
                 ----------------------------------------------------------------------------------
         6,000   Takeda Chemical Industries                                                                 74,564
                 ----------------------------------------------------------------------------------
         5,000   Tokio Marine & Fire                                                                        57,590
                 ----------------------------------------------------------------------------------
         2,000   Tokyo Electric Power                                                                       56,580
                 ----------------------------------------------------------------------------------
        11,000   Toshiba Corp.                                                                              76,908
                 ----------------------------------------------------------------------------------
         3,000   Toyota Motor Corp.                                                                         63,956
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,695,853
                 ----------------------------------------------------------------------------------  -------------
                 MALAYSIA--0.2%
                 ----------------------------------------------------------------------------------
         5,000   Telekom Malaysia Myr l                                                                     36,781
                 ----------------------------------------------------------------------------------
         5,000   Tenaga Nasional Berhad                                                                     21,521
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      58,302
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS--0.4%
                 ----------------------------------------------------------------------------------
         1,000   Philips Electronics                                                                        30,244
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 NETHERLANDS--CONTINUED
                 ----------------------------------------------------------------------------------
           700   Royal Dutch Petroleum Co.                                                           $      76,038
                 ----------------------------------------------------------------------------------
           300   Unilever NV-Cert                                                                           33,650
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     139,932
                 ----------------------------------------------------------------------------------  -------------
                 SINGAPORE--0.1%
                 ----------------------------------------------------------------------------------
        20,000   Singapore Telecommunications, Ltd.                                                         39,877
                 ----------------------------------------------------------------------------------  -------------
                 SWEDEN--0.2%
                 ----------------------------------------------------------------------------------
           500   Ericsson LM B-F                                                                            27,530
                 ----------------------------------------------------------------------------------
         2,500   Volvo (AB), Series B                                                                       48,095
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      75,625
                 ----------------------------------------------------------------------------------  -------------
                 SWITZERLAND--0.5%
                 ----------------------------------------------------------------------------------
            50   Nestle SA                                                                                  46,368
                 ----------------------------------------------------------------------------------
           150   Sandoz AG                                                                                  77,004
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     123,372
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM--1.8%
                 ----------------------------------------------------------------------------------
         9,000   British Petroleum PLC                                                                      59,897
                 ----------------------------------------------------------------------------------
        13,000   British Telecom PLC                                                                        77,357
                 ----------------------------------------------------------------------------------
        24,000   Coats Viyella PLC                                                                          77,419
                 ----------------------------------------------------------------------------------
         5,000   Eastern Electricity PLC                                                                    62,833
                 ----------------------------------------------------------------------------------
        20,000   Hanson PLC                                                                                 73,598
                 ----------------------------------------------------------------------------------
         4,000   Midlands Electricity PLC                                                                   48,355
                 ----------------------------------------------------------------------------------
         4,200   RMC Group PLC                                                                              65,670
                 ----------------------------------------------------------------------------------
        11,000   Williams Holdings PLC                                                                      60,547
                 ----------------------------------------------------------------------------------
         4,000   Wolseley PLC                                                                               47,917
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     573,593
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $3,401,097)                                      3,283,457
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 CLOSED-END REGISTERED INVESTMENT COMPANIES--1.2%
                 ----------------------------------------------------------------------------------
         7,000   (a)First Iberian Fund, Inc.                                                         $      51,625
                 ----------------------------------------------------------------------------------
        11,400   France Growth Fund, Inc.                                                                  112,575
                 ----------------------------------------------------------------------------------
         9,400   Germany Fund, Inc.                                                                        106,925
                 ----------------------------------------------------------------------------------
         4,800   Italy Fund, Inc.                                                                           39,000
                 ----------------------------------------------------------------------------------
         2,600   Malaysia Fund, Inc.                                                                        52,325
                 ----------------------------------------------------------------------------------
         1,800   Swiss Helvetia Fund, Inc.                                                                  33,525
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CLOSED-END REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $432,088)                                                               395,975
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL STOCKS (IDENTIFIED COST, $13,420,549)                                            12,945,807
                 ----------------------------------------------------------------------------------  -------------

<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------
BONDS--44.9%
- ---------------------------------------------------------------------------------------------------
                 TREASURY--17.5%
                 ----------------------------------------------------------------------------------
$    5,625,000   United States Treasury Note, 7.25%, 8/15/2004                                           5,379,975
                 ----------------------------------------------------------------------------------
       200,000   United States Treasury Note, 7.50%, 10/31/99                                              197,680
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL TREASURY (IDENTIFIED COST, $5,720,168)                                            5,577,655
                 ----------------------------------------------------------------------------------  -------------
                 MORTGAGE-BACKED SECURITIES--7.3%
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--7.3%
                 ----------------------------------------------------------------------------------
       299,379   Federal Home Loan Mortgage Corporation,
                 Pool C80177, 7.50%, 5/1/2024                                                              279,261
                 ----------------------------------------------------------------------------------
       248,389   Federal National Mortgage Association, Pool 250175, 7.00%, 9/1/2009                       233,172
                 ----------------------------------------------------------------------------------
       473,703   Federal National Mortgage Association, Pool 296711, 8.00%, 10/1/2024                      454,006
                 ----------------------------------------------------------------------------------
       255,000   Federal National Mortgage Association, Pool 303073, 8.00%, 11/1/2024                      244,397
                 ----------------------------------------------------------------------------------
        98,304   Federal Home Loan Mortgage Corporation, Pool D54761, 8.50%,
                 7/1/2024                                                                                   96,706
                 ----------------------------------------------------------------------------------
       268,568   Government National Mortgage Association, Pool 371785, 7.00%,
                 5/15/2024                                                                                 239,023
                 ----------------------------------------------------------------------------------
</TABLE>

FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 MORTGAGE-BACKED SECURITIES--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 ----------------------------------------------------------------------------------
 $     314,000   Government National Mortgage Association, Pool 380656, 8.00%,
                 11/15/2024                                                                          $     298,787
                 ----------------------------------------------------------------------------------
       254,832   Government National Mortgage Association, Pool 407068, 8.50%,
                 10/15/2024                                                                                250,209
                 ----------------------------------------------------------------------------------
       226,040   Government National Mortgage Association, Pool 175827, 9.50%,
                 1/15/2020                                                                                 233,172
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $2,373,764)                          2,328,733
                 ----------------------------------------------------------------------------------  -------------
                 HIGH YIELD--4.7%
                 ----------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.2%
                 ----------------------------------------------------------------------------------
        75,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                    75,563
                 ----------------------------------------------------------------------------------  -------------
                 BUSINESS EQUIPMENT & SERVICES--0.3%
                 ----------------------------------------------------------------------------------
       100,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                              94,500
                 ----------------------------------------------------------------------------------  -------------
                 CABLE T.V.--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                         67,500
                 ----------------------------------------------------------------------------------  -------------
                 CHEMICALS & PLASTICS--0.8%
                 ----------------------------------------------------------------------------------
        75,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                               72,375
                 ----------------------------------------------------------------------------------
       100,000   G-I Holdings, Sr. Disc. Note, 10/1/98                                                      60,750
                 ----------------------------------------------------------------------------------
       125,000   (b)Polymer Group, Inc., Sr. Note, 12.25%, 7/15/2002                                       121,875
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     255,000
                 ----------------------------------------------------------------------------------  -------------
                 CLOTHING & TEXTILES--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                                 66,281
                 ----------------------------------------------------------------------------------  -------------
                 CONTAINER & GLASS PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
       100,000   Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                    100,500
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL INTERMEDIARIES--0.4%
                 ----------------------------------------------------------------------------------
       125,000   American Life Holding Co., Sr. Sub. Note, 11.25%, 9/15/2004                               124,075
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 HIGH YIELD--CONTINUED
                 ----------------------------------------------------------------------------------
                 FOOD & DRUG RETAILERS--0.3%
                 ----------------------------------------------------------------------------------
 $      75,000   (a)Grand Union Co., Sr. Sub. Note, 12.25%, 7/15/2002                                $      29,906
                 ----------------------------------------------------------------------------------
        75,000   Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003                                     65,063
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      94,969
                 ----------------------------------------------------------------------------------  -------------
                 FOOD SERVICES--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                               68,813
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                          69,000
                 ----------------------------------------------------------------------------------  -------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 ----------------------------------------------------------------------------------
        75,000   American Standard, Inc., Sr. Sub. Disc. Deb., 0/10.50%, 6/1/2005                           47,812
                 ----------------------------------------------------------------------------------  -------------
                 PRINTING & PUBLISHING--0.3%
                 ----------------------------------------------------------------------------------
       100,000   Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                              88,000
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.4%
                 ----------------------------------------------------------------------------------
       125,000   Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003                                    124,375
                 ----------------------------------------------------------------------------------  -------------
                 STEEL--0.6%
                 ----------------------------------------------------------------------------------
       125,000   GS Technologies Operating Co., Inc., Sr. Note, 12.00%, 9/1/2004                           125,313
                 ----------------------------------------------------------------------------------
        75,000   Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                  67,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     192,813
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS & CELLULAR--0.1%
                 ----------------------------------------------------------------------------------
        75,000   NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            32,438
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,602,243)                                          1,501,639
                 ----------------------------------------------------------------------------------  -------------
                 INVESTMENT GRADE--2.4%
                 ----------------------------------------------------------------------------------
                 CONGLOMERATES--0.8%
                 ----------------------------------------------------------------------------------
       250,000   Leucadia National Corp., Sr. Sub., 10.375%, 6/15/2002                                     265,000
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.8%
                 ----------------------------------------------------------------------------------
       250,000   Penny J.C., Inc., Deb., 9.45%, 7/15/2002                                                  261,715
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 INVESTMENT GRADE--CONTINUED
                 ----------------------------------------------------------------------------------
                 TOBACCO--0.8%
                 ----------------------------------------------------------------------------------
 $     300,000   Philip Morris, Deb., 6.00%, 7/15/2001                                               $     261,321
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENT GRADE (IDENTIFIED COST, $779,410)                                        788,036
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.3%
                 ----------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.3%
                 ----------------------------------------------------------------------------------
        60,000   General Instrument Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $81,450)                                                                 81,629
                 ----------------------------------------------------------------------------------  -------------
    FOREIGN
   CURRENCY
  PAR AMOUNT
- ---------------  ----------------------------------------------------------------------------------
                 FOREIGN--12.7%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.4%
                 ----------------------------------------------------------------------------------
       150,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                    123,120
                 ----------------------------------------------------------------------------------  -------------
                 BELGIAN FRANC--0.5%
                 ----------------------------------------------------------------------------------
     4,500,000   Belgian Government, Foreign Government Guarantee, 10.00%, 4/6/96                          145,517
                 ----------------------------------------------------------------------------------  -------------
                 CANADIAN DOLLAR--0.7%
                 ----------------------------------------------------------------------------------
       300,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                               213,283
                 ----------------------------------------------------------------------------------  -------------
                 DANISH KRONE--0.2%
                 ----------------------------------------------------------------------------------
       400,000   Denmark, 8.00%, 5/15/2003                                                                  62,558
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--2.1%
                 ----------------------------------------------------------------------------------
       250,000   Bundesobligation, 8.875%, 1/22/96                                                         164,274
                 ----------------------------------------------------------------------------------
       550,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 355,277
                 ----------------------------------------------------------------------------------
       250,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         161,521
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     681,072
                 ----------------------------------------------------------------------------------  -------------
                 FRENCH FRANC--1.4%
                 ----------------------------------------------------------------------------------
       900,000   France O.A.T., 8.50%, 11/25/2002                                                          173,742
                 ----------------------------------------------------------------------------------
       800,000   France O.A.T., 9.80%, 1/30/96                                                             154,036
                 ----------------------------------------------------------------------------------
</TABLE>

FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 FRENCH FRANC--CONTINUED
                 ----------------------------------------------------------------------------------
 $     800,000   KFW International Finance, Inc., 7.00%, 5/12/2000                                   $     144,163
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     471,941
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.7%
                 ----------------------------------------------------------------------------------
   375,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                  234,900
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--3.8%
                 ----------------------------------------------------------------------------------
    30,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         343,932
                 ----------------------------------------------------------------------------------
    79,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     858,043
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,201,975
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS GUILDER--0.8%
                 ----------------------------------------------------------------------------------
       450,000   Netherlands Government, 6.00%, 4/15/95                                                    256,083
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.6%
                 ----------------------------------------------------------------------------------
    26,000,000   Spain (Government), 8.30%, 12/15/98                                                       182,192
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM POUND--1.5%
                 ----------------------------------------------------------------------------------
       300,000   UK Conversion, 9.00%, 3/3/2000                                                            481,081
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $4,081,599)                                             4,053,722
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $14,638,634)                                             14,331,414
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
CASH EQUIVALENTS--14.2%**
- ---------------------------------------------------------------------------------------------------
 $   2,750,000   U.S. Treasury Bill, 1/26/95 (IDENTIFIED COST, $2,729,217)                           $   2,728,193
                 ----------------------------------------------------------------------------------
     1,800,000   ***J.P. Morgan Securities, Inc., 5.77%, dated 11/28/94,
                 due 12/5/94 (at amortized cost)                                                         1,800,000
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CASH EQUIVALENTS                                                                  4,528,193
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $32,588,400)                                    $  31,805,414+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>

The following abbreviations are used in this portfolio:

ADR--American Depository Receipts
PLC--Public Limited Co.
REIT--Real Estate Investment Trust

 (a) Non-income producing.


 (b) Restricted securities--Investments in securities not registered under the
     Securities Act of 1933. At the end of the period, this security amounted to
     $121,875 which represents .4% of net assets.



  The cost for federal income tax purposes amounts to $32,595,520. The net
  unrealized depreciation on a federal tax basis amounts to $790,106, which is
  comprised of $358,185 appreciation and $1,148,291 depreciation at November 30,
  1994.



 The Fund's overall exposure to utility stocks is 6.3%.



  * The Fund's overall exposure to stocks is 50.2%, after adjustment for the use
    of S&P 500 and S&P Midcap futures contracts.



 ** The Fund holds cash equivalents as collateral for the twelve S&P 500 futures
    contracts with a market value of $2,723,700. Consequently, the Fund's
    exposure to large cap stocks is 23.1% of the Fund. The Fund holds cash
    equivalents as collateral for the four S&P Midcap futures contracts with a
    market value of $337,400. Consequently, the Fund's exposure to small cap
    stocks is 10.6% 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.



Note: The categories of investments are shown as a percentage of net assets
($31,925,163) at November 30, 1994.



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


FEDERATED MANAGED GROWTH FUND
NOTES TO PORTFOLIO OF INVESTMENTS
- --------------------------------------------------------------------------------

GRAND UNION COMPANY

On January 17, 1995, The Grand Union Company announced that it would default on
its January 15, 1995, interest payment. The company is currently in negotiations
with bondholders on a restructuring plan. Fund management is unable to predict
the outcome or timing of these proceedings.


FEDERATED MANAGED GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                                        <C>        <C>
ASSETS:
- ----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $32,588,400 and tax cost, $32,595,520)          $ 31,805,414
- ----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $62,381)                                           62,091
- ----------------------------------------------------------------------------------------------------
Cash                                                                                                           925
- ----------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          380,422
- ----------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                             89,304
- ----------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                             37,379
- ----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                        14,195
- ----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                           41,723
- ----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                        32,431,453
- ----------------------------------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------------------------------------
Payable for investments purchased                                                          $ 399,355
- -----------------------------------------------------------------------------------------
Payable for futures variation margin                                                          14,700
- -----------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                        14,219
- -----------------------------------------------------------------------------------------
Tax withholding liability                                                                      1,994
- -----------------------------------------------------------------------------------------
Accrued expenses                                                                              76,022
- -----------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                      506,290
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 3,251,792 shares of beneficial interest outstanding                                    $ 31,925,163
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                       $ 32,610,298
- ----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities in
foreign currency, and futures contracts                                                                   (875,447)
- ----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency transactions, and futures
contracts                                                                                                  (61,697)
- ----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        252,009
- ----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                  $ 31,925,163
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- ----------------------------------------------------------------------------------------------------
Institutional Service Shares ($28,973,376 / 2,950,782 shares of beneficial interest outstanding)             $9.82
- ----------------------------------------------------------------------------------------------------  ------------
Select Shares ($2,951,787 / 301,010 shares of beneficial interest outstanding)                               $9.81
- ----------------------------------------------------------------------------------------------------  ------------
</TABLE>


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



FEDERATED MANAGED GROWTH FUND
STATEMENT OF OPERATIONS
PERIOD ENDED NOVEMBER 30, 1994*
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $2,080 and dollar roll interest expense of $3,960)              $ 554,844
- ---------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $3,090)                                                           115,186
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income                                                                                  670,030
- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------------------------
Investment advisory fee                                                                         $  97,226
- ----------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                          42,466
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            55,403
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                           11,379
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          2,500
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       9,366
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                4,336
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  5,144
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                             2,408
- ----------------------------------------------------------------------------------------------
Distribution services fee                                                                           7,223
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                       4,602
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                242,053
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                    $  97,226
- -----------------------------------------------------------------------------------
Waiver of distribution services fee                                                      2,408
- -----------------------------------------------------------------------------------
Reimbursement of other operating expenses                                               19,799    119,433
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                             122,620
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                547,410
- ---------------------------------------------------------------------------------------------------------  ---------
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)                                                                                      (55,426)
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation
of assets and liabilities in foreign currency, and futures contracts                                        (875,447)
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts         (930,873)
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $(383,463)
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>

* For the period from January 27, 1994 (start of business) to November 30, 1994.

(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
                                                                                             NOVEMBER 30, 1994*
- ----------------------------------------------------------------------------------------  ------------------------
<S>                                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------------------
Net investment income                                                                          $      547,410
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions,
and futures contracts ($146,501 net loss, as computed for federal tax
purposes)                                                                                             (55,426)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures
contracts                                                                                            (875,447)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets resulting from operations                                                  (383,463)
- ----------------------------------------------------------------------------------------  ------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (281,776)
- ----------------------------------------------------------------------------------------
     Select Shares                                                                                    (19,872)
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets resulting from distributions to shareholders                          (301,648)
- ----------------------------------------------------------------------------------------  ------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       34,167,264
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                                                 142,853
- ----------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (1,699,843)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets from Fund share transactions                                             32,610,274
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets                                                                     31,925,163
- ----------------------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------------------
Beginning of period                                                                                  --
- ----------------------------------------------------------------------------------------  ------------------------
End of period (including undistributed net investment income of $252,009)                      $   31,925,163
- ----------------------------------------------------------------------------------------  ------------------------
</TABLE>

* For the period from January 27, 1994 (start of business) to November 30, 1994.

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

FEDERATED MANAGED GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------

(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.


D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     understanding of the applicable country's tax rules and rates. At November
     30, 1994, the Fund, for federal tax purposes, had a capital loss
     carryforward of $146,501, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire in 2002 ($146,501).


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 November 30, 1994, the Fund had a realized
     gain of $155,487 on futures contracts.


     At November 30, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<CAPTION>
                                                                   UNREALIZED
    EXPIRATION               CONTRACTS TO                         APPRECIATION
       DATE                DELIVER/RECEIVE           POSITION    (DEPRECIATION)
<S>                 <C>                             <C>         <C>
December 1994       12 S&P 500 Index Futures           Long        ($   80,236)
December 1994       4 S&P Midcap Futures               Long            (11,550)
                                                                -----------------
Net Unrealized Appreciation (Depreciation)
on Futures Contracts                                               ($   91,786)
                                                                -----------------
</TABLE>


G.   DOLLAR ROLL TRANSACTIONS--The Fund enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA, and FHLMC, in
     which the Fund loans mortgage securities to financial institutions and
     simultaneously agrees to accept substantially similar (same type, coupon
     and maturity) securities at a later date at an agreed upon price. Dollar
     roll transactions are short-term financing arrangements which will not
     exceed twelve months. The Fund will use the proceeds generated from the
     transactions to invest in short-term investments, which may enhance the
     Fund's current yield and total return.



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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                             <C>        <C>                            <C>        <C>                         <C>
Agency                               3.7%  Clothing & Textiles                 0.2%  Pharmaceuticals                  0.2%
Automotive                            0.5  Consumer Products                    0.1  Retail                            0.3
Banking                               2.0  Diversified                          0.5  Sovereign                         7.3
Beverage & Tobacco                    0.2  Electronics & Electric               0.8  State/Provincial                  0.4
Broadcasting Radio & TV               0.2  Energy                               0.8  Steel                             0.2
Brokerage & Investment                0.2  Food & Drug Retailers                0.1  Supranational                     1.1
Building & Development                0.8  Food Products                        0.1  Telecomm. & Cellular              0.8
Chemical                              0.2  Insurance                            0.5  Utilities                         0.5
                                           Machinery & Equipment                0.6
</TABLE>


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



K.   RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under Federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Trustees. The Fund will not incur any
     registration costs upon such resales. The Fund's restricted securities are
     valued at the price provided by dealers in the secondary market or, if no
     market prices are available, at the fair value as determined by the Fund's
     pricing committee. Additional information on each restricted security held
     at November 30, 1994 is as follows:


<TABLE>
<CAPTION>
                           ACQUISITION     ACQUISITION
        SECURITY               DATE            COST
<S>                       <C>             <C>
Polymer Group, Inc.           8/5/94         $126,250
</TABLE>


L.   RECLASSIFICATION--During the current period ended November 30, 1994, the
     Fund adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These differences are due to
     differing treatements for foreign currency and futures transactions.
     Amounts as of November 30, 1994, have been reclassified to reflect an
     increase in paid in capital of $24, an increase in undistributed net
     investment income of $6,247, and a decrease in accumulated net realized
     gain (loss) of $6,271. Net investment income, net realized gains, and net
     assets were not affected by this change.




M.   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
                                                                                     NOVEMBER 30, 1994*
<S>                                                                              <C>           <C>
INSTITUTIONAL SERVICE SHARES                                                        SHARES        DOLLARS
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                         3,096,651  $  31,041,322
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                         12,494        125,915
- -------------------------------------------------------------------------------
Shares redeemed                                                                      (158,363)    (1,579,515)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Institutional Service
       Shares transactions                                                          2,950,782  $  29,587,722
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>


*  For the period from January 27, 1994 (start of business) to November 30,
   1994.


<TABLE>
<CAPTION>
                                                                                        PERIOD ENDED
                                                                                     NOVEMBER 30, 1994*
<S>                                                                              <C>           <C>
SELECT SHARES                                                                       SHARES        DOLLARS
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                           311,261  $   3,125,942
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                          1,680         16,938
- -------------------------------------------------------------------------------
Shares redeemed                                                                       (11,931)      (120,328)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Select Shares transactions                             301,010      3,022,552
- -------------------------------------------------------------------------------  ------------  -------------
       Total net change resulting from Fund Share transactions                      3,251,792  $  32,610,274
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>

* For the period from January 27, 1994 (start of business) to November 30, 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 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 on an annualized basis. 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 Service Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of the average net
assets of each class of shares for the period. This fee is to obtain certain
personal services for shareholders and to maintain the shareholder accounts. For
the period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.

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 ($35,959) and start-up
administrative service expenses ($39,068) were borne initially by the Adviser.
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 November 30,
1994, the Fund paid $2,205 and $2,396, respectively, pursuant to this agreement.

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

(5) INVESTMENT TRANSACTIONS


Purchases and sales of investments, excluding short-term securities, for the
period ended
November 30, 1994 were as follows:


<TABLE>
<S>                                                                                                  <C>
- ---------------------------------------------------------------------------------------------------
PURCHASES                                                                                            $  45,589,937
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  14,607,362
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST
(Federated Managed Growth Fund):


We have audited the accompanying statement of assets and liabilities of
Federated Managed Growth Fund (an investment portfolio of Managed Series Trust,
a Massachusetts business trust), including the schedule of portfolio
investments, as of November 30, 1994, and the related statements of operations
and changes in net assets, and the financial highlights (see pages 2 and 27 of
the prospectus) for the period from January 27, 1994 (start of business) to
November 30, 1994. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.


We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Growth Fund (an investment portfolio of Managed Series Trust)
as of November 30, 1994, and the results of its operations, the changes in its
net assets, and its financial highlights for the period from January 27, 1994
(start of business) to November 30, 1994, in conformity with generally accepted
accounting principles.

                                                             ARTHUR ANDERSEN LLP


Pittsburgh, Pennsylvania
January 17, 1995


APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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

Independent Public Accountants
                    Arthur Andersen LLP                                    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 January 31, 1995


[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779


56166K503
3122010A-SS (1/95)

[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  Managed Series Trust
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund


Federated Managed Growth Fund

[Logo]
Lifecycle Investing
From Federated Investors

Select Shares

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

Other funds available in Managed
Series Trust are Federated Managed Income
Fund, Federated Managed Growth and Income
Fund, and Federated Managed Aggressive Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors


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 January 31, 1995, 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 January 31, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Utility Stocks                                                           5
      Small Company Stocks                                                     5
        Investment Risks                                                       5
      Foreign Stocks                                                           5
      Equity Reserves                                                          5
    Bond Asset Categories                                                      5
      U.S. Treasury Securities                                                 6
      Mortgage-Backed Securities                                               6
      Investment-Grade Corporate Bonds                                         6
      High Yield Corporate Bonds                                               6
        Investment Risks                                                       7
      Foreign Bonds                                                            7
    Acceptable Investments                                                     7
      Equity Securities                                                        7
      Foreign Securities                                                       7
        Investment Risks                                                       7
      Equity Reserves                                                          8
        Repurchase Agreements                                                  8
      Convertible Securities                                                   8
      U.S. Treasury and Other U.S.
        Government Securities                                                  9
      Mortgage-Backed Securities                                               9
        Collateralized Mortgage Obligations
          ("CMOs")                                                             9
        Real Estate Mortgage Investment
          Conduits ("REMICS")                                                 10
        Characteristics of Mortgage-Backed
          Securities                                                          10

      Corporate Bonds                                                         11

    Investing in Securities of Other
      Investment Companies                                                    11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed Delivery
      Transactions                                                            11
    Lending of Portfolio Securities                                           12
    Foreign Currency Transactions                                             12
      Currency Risks                                                          12
    Forward Foreign Currency Exchange
      Contracts                                                               12
    Options                                                                   13
    Futures and Options on Futures                                            14
      Risks                                                                   14
    Portfolio Turnover                                                        15
  Investment Limitations                                                      15

TRUST INFORMATION                                                             15
- ------------------------------------------------------

  Management of the Trust                                                     15
    Board of Trustees                                                         15
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    16
  Distribution of Select Shares                                               18
    Distribution and Shareholder
      Services Plans                                                          18
    Other Payments to Financial Institutions                                  19
  Administration of the Fund                                                  19
    Administrative Services                                                   19
    Custodian                                                                 19
    Transfer Agent and Dividend Disbursing
      Agent                                                                   19

    Independent Public Accountants                                            19

  Brokerage Transactions                                                      19
  Expenses of the Fund and Select Shares                                      20

NET ASSET VALUE                                                               20
- ------------------------------------------------------

INVESTING IN SELECT SHARES                                                    21
- ------------------------------------------------------

  Share Purchases                                                             21
    Through a Financial Institution                                           21
    By Wire                                                                   21
    By Mail                                                                   21
  Minimum Investment Required                                                 21
  What Shares Cost                                                            21
  Subaccounting Services                                                      22
  Systematic Investment Program                                               22
  Certificates and Confirmations                                              22
  Dividends                                                                   22
  Capital Gains                                                               22

REDEEMING SELECT SHARES                                                       23
- ------------------------------------------------------

  Through a Financial Institution                                             23
  Telephone Redemption                                                        23
  Written Requests                                                            23
    Signatures                                                                23
    Receiving Payment                                                         24
  Systematic Withdrawal Program                                               24
  Accounts with Low Balances                                                  24

SHAREHOLDER INFORMATION                                                       25
- ------------------------------------------------------

  Voting Rights                                                               25
  Massachusetts Partnership Law                                               25

TAX INFORMATION                                                               25
- ------------------------------------------------------

  Federal Income Tax                                                          25
  Pennsylvania Corporate and
    Personal Property Taxes                                                   25

PERFORMANCE INFORMATION                                                       26
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       26
- ------------------------------------------------------

  Financial Highlights--
    Institutional Service Shares                                              27

FINANCIAL STATEMENTS                                                          28
- ------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      57
- ------------------------------------------------------

APPENDIX                                                                      60
- ------------------------------------------------------


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


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 average net assets)
Management Fee (after waiver) (1)............................................................................       0.00%
12b-1 Fee (after waiver) (2).................................................................................       0.50%
Total Other Expenses (after expense reimbursement)...........................................................       1.25%
    Shareholder Services Fee......................................................................       0.25%
         Total Select Shares Operating Expenses (3)..........................................................       1.75%
</TABLE>

- ------------
(1) The management fee has been reduced to reflect the voluntary waiver 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 maximum 12b-1 fee is 0.75%.

(3) The Total Select Shares Operating Expenses in the table above are based on
    expenses expected during the fiscal year ending November 30, 1995. The Total
    Select Shares Operating Expenses were 1.70% for the fiscal year ended
    November 30, 1994 and were 2.85% absent the voluntary waiver of the
    management fee, a portion of the 12b-1 fee and the voluntary reimbursement
    of certain other expenses.

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

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

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

    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."


FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 57.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                              $   10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.15
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.24)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                    (0.09)
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.10)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                    $    9.81
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                        (0.90%)
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             1.70%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                3.53%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     1.15%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                            $2,952
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                71%
- ----------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994 the Fund had no investment activity.

 ** 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.

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


Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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 equities. 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:
equities and bonds. 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 equities. The
equities asset categories are large company stocks, utility stocks, small

company stocks, foreign stocks and equity reserves.

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>
EQUITIES                                            50-70%
Large Company Stocks                                 0-70%
Utility Stocks                                      0-7.5%
Small Company Stocks                                 0-21%
Foreign Stocks                                       0-21%
Equity Reserves                                      0-15%

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
equities 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 7.5 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.


         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, small company stocks may decline in price as
         large company stocks rise in price 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of the asset category ranges. The Fund may invest up to
     21 percent of its total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is desirable, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 15 percent of its total assets in equity 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. The prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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. 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.

     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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries 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 Ratings Group (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.

     EQUITY RESERVES.  The Fund's equity 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.


     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common stock at the option of the holder during a
     specified time period. Convertible securities may take the form of
     convertible preferred stock, convertible bonds or debentures, units
     consisting of "usable" bonds and warrants or a combination of the features
     of several of these securities. The investment characteristics of each
     convertible security vary widely, which allows convertible securities to be
     employed for different investment objectives. The adviser may treat
     convertible securities as large company stocks, small company stocks, or
     high yield bonds for purposes of the asset category ranges, depending upon
     current market conditions, including the relationship of the then-current
     price to the conversion price. The convertible securities in which the Fund
     invests may be rated "high yield" or of comparable quality at the time of
     purchase.


     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 an 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 or 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 Ratings Group (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.

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


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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


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


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. The Fund will not invest more than 21% of its total assets in
forward foreign currency exchange contracts.


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. Interest rate
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 utilize stock index futures to
handle cash flows into and out of the Fund and to potentially reduce
transactional costs.

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 $70 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 Fund 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 senior 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.



     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Managment
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.


     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser

     since 1994. From 1992 until 1994, Mr. Grefenstett acted as an investment
     analyst. Mr. Grefenstett was a credit analyst at Westinghouse Credit Corp.
     from 1990 until 1992, and an investment officer at Pittsburgh National Bank
     from 1987 until 1990. Mr. Grefenstett is a Chartered Financial Analyst and
     received his M.B.A. in Finance from Carnegie Mellon University.

     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.


     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 and has been
     a Vice President of the Fund's investment adviser since January, 1994.
     Prior to this, Mr. Bauer served 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.

     Thomas M. Franks is the portfolio manager for the equity 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.

     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 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.

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.


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.


ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the 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.

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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

BROKERAGE TRANSACTIONS

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

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 reserve the right to allocate
certain other expenses to holders of Shares as they deem appropriate ("Class
Expenses"). In any case, Class Expenses would be limited to: distribution fees;
transfer agent fees as identified by the transfer agent as attributable to
holders of Shares; fees under the Fund's 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.
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: Federated Services Company, c/o 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 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
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 and shareholder service expenses borne by shares of each respective
class.

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


FEDERATED MANAGED GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES


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



(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)



Reference is made to the Report of Independent Public Accountants on page 57.


<TABLE>
<CAPTION>
                                                                                                PERIOD ENDED
                                                                                             NOVEMBER 30, 1994*
<S>                                                                                       <C>
- ----------------------------------------------------------------------------------------  -------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                              $   10.00
- ----------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                0.20
- ----------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                (0.26)
- ----------------------------------------------------------------------------------------            -------
  Total from investment operations                                                                    (0.06)
- ----------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- ----------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                (0.12)
- ----------------------------------------------------------------------------------------            -------
NET ASSET VALUE, END OF PERIOD                                                                    $    9.82
- ----------------------------------------------------------------------------------------            -------
TOTAL RETURN**                                                                                        (0.59%)
- ----------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- ----------------------------------------------------------------------------------------
  Expenses                                                                                             0.89%(a)
- ----------------------------------------------------------------------------------------
  Net investment income                                                                                4.28%(a)
- ----------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                     0.90%(a)
- ----------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                           $28,973
- ----------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                71%
- ----------------------------------------------------------------------------------------
</TABLE>

  * Reflects operations for the period from May 25, 1994 (date of initial public
    investment) to November 30, 1994. For the period from January 27, 1994
    (start of business) to May 24, 1994 the Fund had no investment activity.

 ** 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.

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


Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED GROWTH FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--40.6%*
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--14.5%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.2%
                 ----------------------------------------------------------------------------------
         1,700   Eastman Chemical Co.                                                                $      80,113
                 ----------------------------------------------------------------------------------
         2,000   Lubrizol Corp.                                                                             63,000
                 ----------------------------------------------------------------------------------
         2,600   Phelps Dodge Corp.                                                                        148,850
                 ----------------------------------------------------------------------------------
         4,200   Praxair, Inc.                                                                              85,050
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     377,013
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.2%
                 ----------------------------------------------------------------------------------
         1,400   Chrysler Corp.                                                                             67,725
                 ----------------------------------------------------------------------------------
         2,100   Eastman Kodak Co.                                                                          95,813
                 ----------------------------------------------------------------------------------
         3,000   Ford Motor Co.                                                                             81,375
                 ----------------------------------------------------------------------------------
         5,300   Mattel, Inc.                                                                              141,775
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     386,688
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--1.2%
                 ----------------------------------------------------------------------------------
         1,300   Avon Products, Inc.                                                                        80,437
                 ----------------------------------------------------------------------------------
         2,100   Philip Morris Cos., Inc.                                                                  125,475
                 ----------------------------------------------------------------------------------
         2,600   Reebok International, Ltd.                                                                 99,775
                 ----------------------------------------------------------------------------------
         9,400   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 63,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     369,137
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--0.7%
                 ----------------------------------------------------------------------------------
         3,800   American Stores Co.                                                                       100,225
                 ----------------------------------------------------------------------------------
         2,800   Sears, Roebuck & Co.                                                                      132,300
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     232,525
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--1.6%
                 ----------------------------------------------------------------------------------
         3,400   Baker Hughes, Inc.                                                                         61,200
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         2,800   Chevron Corp.                                                                       $     122,150
                 ----------------------------------------------------------------------------------
         1,500   Mapco, Inc.                                                                                75,188
                 ----------------------------------------------------------------------------------
         1,900   Texaco, Inc.                                                                              118,038
                 ----------------------------------------------------------------------------------
         4,500   USX Marathon Group                                                                         81,000
                 ----------------------------------------------------------------------------------
         1,200   (a)Western Atlas, Inc.                                                                     52,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     509,926
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--2.6%
                 ----------------------------------------------------------------------------------
         1,500   AMLI Residential Properties Trust, REIT                                                    27,562
                 ----------------------------------------------------------------------------------
         1,300   Bankers Trust of New York Corp.                                                            77,025
                 ----------------------------------------------------------------------------------
         2,500   Citicorp                                                                                  104,063
                 ----------------------------------------------------------------------------------
         1,700   Dean Witter, Discover & Co.                                                                59,500
                 ----------------------------------------------------------------------------------
         1,000   Federal National Mortgage Association                                                      71,125
                 ----------------------------------------------------------------------------------
         2,802   Mellon Bank Corp.                                                                          92,816
                 ----------------------------------------------------------------------------------
         3,200   PNC Financial Corp.                                                                        66,400
                 ----------------------------------------------------------------------------------
         1,800   Providian Corp.                                                                            54,450
                 ----------------------------------------------------------------------------------
         3,100   Ryder Systems, Inc.                                                                        67,038
                 ----------------------------------------------------------------------------------
         1,700   Transamerica Corp.                                                                         80,538
                 ----------------------------------------------------------------------------------
         3,500   Travelers, Inc.                                                                           115,063
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     815,580
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.3%
                 ----------------------------------------------------------------------------------
         2,000   American Home Products Corp.                                                              130,250
                 ----------------------------------------------------------------------------------
         1,700   Becton, Dickinson & Co.                                                                    80,325
                 ----------------------------------------------------------------------------------
         1,700   Bristol-Myers Squibb Co.                                                                   98,175
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         2,300   U.S. Healthcare, Inc.                                                               $     102,925
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     411,675
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--1.7%
                 ----------------------------------------------------------------------------------
         1,600   Caterpillar, Inc.                                                                          86,400
                 ----------------------------------------------------------------------------------
           700   Deere & Co.                                                                                44,975
                 ----------------------------------------------------------------------------------
         2,000   (a)FMC Corp.                                                                              116,500
                 ----------------------------------------------------------------------------------
         1,500   General Electric Co.                                                                       69,000
                 ----------------------------------------------------------------------------------
         1,600   (a)Litton Industries, Inc.                                                                 54,600
                 ----------------------------------------------------------------------------------
           800   Loews Corp.                                                                                69,100
                 ----------------------------------------------------------------------------------
         2,400   Textron, Inc.                                                                             112,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     553,375
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--2.1%
                 ----------------------------------------------------------------------------------
         3,600   General Motors Corp., Class E                                                             132,300
                 ----------------------------------------------------------------------------------
         1,400   Hewlett-Packard Co.                                                                       137,200
                 ----------------------------------------------------------------------------------
           800   International Business Machines Corp.                                                      56,600
                 ----------------------------------------------------------------------------------
         2,600   Martin-Marietta Corp.                                                                     112,775
                 ----------------------------------------------------------------------------------
         1,900   Raytheon Co.                                                                              119,463
                 ----------------------------------------------------------------------------------
         3,000   Rockwell International Corp.                                                              101,625
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     659,963
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.0%+
                 ----------------------------------------------------------------------------------
         2,500   AT&T Corp.                                                                                122,813
                 ----------------------------------------------------------------------------------
           600   British Telecommunications PLC, ADR                                                        35,625
                 ----------------------------------------------------------------------------------
         1,400   Duke Power Co.                                                                             57,050
                 ----------------------------------------------------------------------------------
         1,500   Enron Corp.                                                                                40,500
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         3,300   MCI Communications Corp.                                                            $      64,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     320,338
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $4,805,103)                                       4,636,220
                 ----------------------------------------------------------------------------------  -------------
                 SMALL COMPANY--9.5%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.3%
                 ----------------------------------------------------------------------------------
         1,300   (a)Acme Metals, Inc.                                                                       21,125
                 ----------------------------------------------------------------------------------
         1,800   (a)Magma Copper Co.                                                                        29,025
                 ----------------------------------------------------------------------------------
           900   Texas Industries, Inc.                                                                     29,813
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      79,963
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--0.7%
                 ----------------------------------------------------------------------------------
         2,100   Anthony Industries, Inc.                                                                   34,650
                 ----------------------------------------------------------------------------------
         1,500   Arctco, Inc.                                                                               30,000
                 ----------------------------------------------------------------------------------
           900   (a)Champion Enterprises, Inc.                                                              25,538
                 ----------------------------------------------------------------------------------
           700   Polaris Industries Partners, L.P.                                                          31,063
                 ----------------------------------------------------------------------------------
           900   (a)Scientific Games Holding Corp.                                                          38,475
                 ----------------------------------------------------------------------------------
         1,800   SPX Corp.                                                                                  27,900
                 ----------------------------------------------------------------------------------
         1,100   Toro Co.                                                                                   30,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     218,426
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.3%
                 ----------------------------------------------------------------------------------
         1,400   (a)Cyrk International, Inc.                                                                51,800
                 ----------------------------------------------------------------------------------
         1,100   Haggar Corp.                                                                               23,650
                 ----------------------------------------------------------------------------------
         1,400   Hudson Foods, Inc., Class A                                                                31,675
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     107,125
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--1.2%
                 ----------------------------------------------------------------------------------
         1,400   (a)APS Holding Corp., Class A                                                              35,437
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 CONSUMER SERVICES--CONTINUED
                 ----------------------------------------------------------------------------------
         1,000   (a)Carmike Cinemas, Inc.                                                            $      22,500
                 ----------------------------------------------------------------------------------
           900   (a)Devon Group, Inc.                                                                       22,950
                 ----------------------------------------------------------------------------------
         1,000   Fair Isaac & Co., Inc.                                                                     42,125
                 ----------------------------------------------------------------------------------
         1,400   La Quinta Inns, Inc.                                                                       29,750
                 ----------------------------------------------------------------------------------
         1,000   (a)Landstar System, Inc.                                                                   25,500
                 ----------------------------------------------------------------------------------
         1,100   Media General, Inc., Class A                                                               32,038
                 ----------------------------------------------------------------------------------
         3,800   (a)Prime Hospitality Corp.                                                                 28,500
                 ----------------------------------------------------------------------------------
         1,800   (a)Revco D.S., Inc.                                                                        40,500
                 ----------------------------------------------------------------------------------
         1,400   Strawbridge & Clothier, Class A                                                            32,200
                 ----------------------------------------------------------------------------------
         1,700   (a)Super Rite Foods Holdings Corp.                                                         19,550
                 ----------------------------------------------------------------------------------
         2,500   (a)The Good Guys, Inc.                                                                     30,000
                 ----------------------------------------------------------------------------------
         2,900   (a)Vitalink Pharmacy Services, Inc.                                                        33,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     394,400
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.5%
                 ----------------------------------------------------------------------------------
         2,000   (a)Dekalb Energy Co., Class B                                                              30,000
                 ----------------------------------------------------------------------------------
         1,000   Diamond Shamrock, Inc.                                                                     25,750
                 ----------------------------------------------------------------------------------
         4,800   (a)Numac Energy, Inc.                                                                      28,200
                 ----------------------------------------------------------------------------------
         2,000   Southwest Gas Corp.                                                                        30,500
                 ----------------------------------------------------------------------------------
         2,400   (a)Tide West Oil Co.                                                                       26,400
                 ----------------------------------------------------------------------------------
         7,000   (a)Wainoco Oil Corp.                                                                       34,125
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     174,975
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL--2.1%
                 ----------------------------------------------------------------------------------
         2,000   (a)Acceptance Insurance Cos., Inc.                                                         28,750
                 ----------------------------------------------------------------------------------
         1,800   Allied Capital Commercial]                                                                 29,925
                 ----------------------------------------------------------------------------------
         1,100   Allied Group, Inc.                                                                         28,050
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINANCIAL--CONTINUED
                 ----------------------------------------------------------------------------------
         1,300   Centura Banks, Inc.                                                                 $      27,950
                 ----------------------------------------------------------------------------------
         2,900   City National Corp.                                                                        27,550
                 ----------------------------------------------------------------------------------
         1,500   Comdisco, Inc.                                                                             32,063
                 ----------------------------------------------------------------------------------
         1,500   Commerce Bancorp., Inc.                                                                    27,000
                 ----------------------------------------------------------------------------------
         1,200   Fremont General Corp.                                                                      27,750
                 ----------------------------------------------------------------------------------
           900   GFC Financial Corp.                                                                        26,550
                 ----------------------------------------------------------------------------------
         3,900   Hibernia Corp., Class A                                                                    30,713
                 ----------------------------------------------------------------------------------
         2,800   Hilb Rogal & Hamilton Co.                                                                  31,500
                 ----------------------------------------------------------------------------------
         1,500   Money Store, Inc.                                                                          26,625
                 ----------------------------------------------------------------------------------
         1,400   (a)Mutual Assurance                                                                        39,200
                 ----------------------------------------------------------------------------------
         2,100   North Fork Bancorp, Inc.                                                                   29,400
                 ----------------------------------------------------------------------------------
           900   PHH Corp.                                                                                  31,613
                 ----------------------------------------------------------------------------------
           800   Protective Life Corp.                                                                      34,800
                 ----------------------------------------------------------------------------------
           900   Provident Bancorp., Inc.                                                                   27,225
                 ----------------------------------------------------------------------------------
         1,200   Southern National Corp.                                                                    22,050
                 ----------------------------------------------------------------------------------
           800   TCF Financial Corp.                                                                        29,500
                 ----------------------------------------------------------------------------------
         1,500   Uslico Corp.                                                                               30,000
                 ----------------------------------------------------------------------------------
         1,400   Washington National Corp.                                                                  28,000
                 ----------------------------------------------------------------------------------
         1,800   Webb (Del) Corp.                                                                           29,700
                 ----------------------------------------------------------------------------------
         1,000   WestAmerica Bancorporation                                                                 30,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     676,414
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--0.8%
                 ----------------------------------------------------------------------------------
         1,500   (a)Advantage Health Corp.                                                                  44,250
                 ----------------------------------------------------------------------------------
         1,400   (a)Bio Rad Laboratories, Inc., Class A                                                     38,850
                 ----------------------------------------------------------------------------------
         1,200   (a)Genesis Health Ventures, Inc.                                                           33,900
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,500   ICN Pharmaceuticals                                                                 $      33,563
                 ----------------------------------------------------------------------------------
         1,200   (a)Sierra Health Services, Inc.                                                            36,900
                 ----------------------------------------------------------------------------------
         1,100   (a)Universal Health Services, Inc., Class B                                                27,500
                 ----------------------------------------------------------------------------------
         1,300   West, Inc.                                                                                 33,963
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     248,926
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--1.3%
                 ----------------------------------------------------------------------------------
           700   AGCO Corp.                                                                                 31,937
                 ----------------------------------------------------------------------------------
           800   Blount, Inc., Class A                                                                      35,800
                 ----------------------------------------------------------------------------------
         1,500   Borden Chemicals & Plastics, L.P.                                                          32,813
                 ----------------------------------------------------------------------------------
         1,200   Borg-Warner Automotive, Inc.                                                               28,200
                 ----------------------------------------------------------------------------------
         1,900   Brush Wellman, Inc.                                                                        28,738
                 ----------------------------------------------------------------------------------
         1,000   Butler Manufacturing Co.                                                                   34,000
                 ----------------------------------------------------------------------------------
         1,500   Castle (A.M.) & Co.                                                                        19,500
                 ----------------------------------------------------------------------------------
         1,700   Commercial Intertech Corp.                                                                 27,200
                 ----------------------------------------------------------------------------------
         1,700   (a)Galey & Lord, Inc.                                                                      27,200
                 ----------------------------------------------------------------------------------
           800   Pittway Corp., Class A                                                                     30,900
                 ----------------------------------------------------------------------------------
         2,000   (a)Smith International, Inc.                                                               27,000
                 ----------------------------------------------------------------------------------
         3,100   Terra Industries, Inc.                                                                     33,713
                 ----------------------------------------------------------------------------------
         1,600   (a)Western Waste Industries                                                                24,400
                 ----------------------------------------------------------------------------------
         1,300   (a)Wolverine Tube, Inc.                                                                    31,200
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     412,601
                 ----------------------------------------------------------------------------------  -------------
                 RETAIL TRADE--0.2%
                 ----------------------------------------------------------------------------------
         1,900   Bradlees, Inc.                                                                             26,125
                 ----------------------------------------------------------------------------------
           900   (a)Eckerd Corp.                                                                            25,538
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 RETAIL TRADE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,700   Wolohan Lumber Co.                                                                  $      26,350
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      78,013
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--1.6%
                 ----------------------------------------------------------------------------------
         1,775   (a)Bell Industries, Inc.                                                                   39,050
                 ----------------------------------------------------------------------------------
         1,400   (a)Electronics for Imaging, Inc.                                                           32,900
                 ----------------------------------------------------------------------------------
         1,500   Energen Corp.                                                                              30,000
                 ----------------------------------------------------------------------------------
         1,700   (a)Frame Technology Corp.                                                                  25,500
                 ----------------------------------------------------------------------------------
         1,500   (a)International Rectifier Corp.                                                           32,625
                 ----------------------------------------------------------------------------------
         1,700   (a)Kemet Corp.                                                                             36,763
                 ----------------------------------------------------------------------------------
         1,900   Methode Electronics, Inc., Class A                                                         26,600
                 ----------------------------------------------------------------------------------
         2,000   Pioneer Standard Electronics, Inc.                                                         32,000
                 ----------------------------------------------------------------------------------
         1,600   (a)SCI Systems, Inc.                                                                       29,600
                 ----------------------------------------------------------------------------------
         1,600   (a)Silicon Valley Group, Inc.                                                              32,200
                 ----------------------------------------------------------------------------------
         1,300   (a)Tech-Sym Corp.                                                                          28,438
                 ----------------------------------------------------------------------------------
         1,000   Tektronix, Inc.                                                                            37,375
                 ----------------------------------------------------------------------------------
         1,100   (a)Tencor Instruments                                                                      48,813
                 ----------------------------------------------------------------------------------
           900   Watkins Johnson Co.                                                                        29,700
                 ----------------------------------------------------------------------------------
         2,100   (a)Western Digital Corp.                                                                   38,850
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     500,414
                 ----------------------------------------------------------------------------------  -------------
                 TRANSPORTATION--0.2%
                 ----------------------------------------------------------------------------------
         1,800   Alaska Air Group, Inc.                                                                     29,475
                 ----------------------------------------------------------------------------------
           800   (a)Wisconsin Central Transportation Corp.                                                  33,200
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      62,675
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.3%+
                 ----------------------------------------------------------------------------------
           900   Buckeye Partners                                                                           30,038
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         1,100   CIPSCO, Inc.                                                                        $      29,425
                 ----------------------------------------------------------------------------------
         1,100   Teppco Partners, L.P.                                                                      29,150
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      88,613
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL SMALL COMPANY (IDENTIFIED COST, $3,148,322)                                       3,042,545
                 ----------------------------------------------------------------------------------  -------------
                 UTILITY--5.0%+
                 ----------------------------------------------------------------------------------
                 ELECTRIC UTILITIES--1.9%
                 ----------------------------------------------------------------------------------
         1,700   Baltimore Gas & Electric Co.                                                               38,462
                 ----------------------------------------------------------------------------------
         3,339   Cinergy Corp.                                                                              74,293
                 ----------------------------------------------------------------------------------
         1,600   CMS Energy Corp.                                                                           35,600
                 ----------------------------------------------------------------------------------
         1,700   DPL, Inc.                                                                                  34,638
                 ----------------------------------------------------------------------------------
         1,200   DQE, Inc.                                                                                  36,300
                 ----------------------------------------------------------------------------------
           800   Duke Power Co.                                                                             32,600
                 ----------------------------------------------------------------------------------
         1,300   Florida Progress Corp.                                                                     39,488
                 ----------------------------------------------------------------------------------
         1,100   FPL Group, Inc.                                                                            38,913
                 ----------------------------------------------------------------------------------
         1,400   General Public Utilities Corp.                                                             36,050
                 ----------------------------------------------------------------------------------
         1,200   NIPSCO Industries, Inc.                                                                    35,100
                 ----------------------------------------------------------------------------------
         1,800   Pacificorp                                                                                 33,300
                 ----------------------------------------------------------------------------------
         1,500   Peco Energy Co.                                                                            36,188
                 ----------------------------------------------------------------------------------
         1,600   Pinnacle West Capital Corp.                                                                31,000
                 ----------------------------------------------------------------------------------
         1,800   Southern Co.                                                                               37,350
                 ----------------------------------------------------------------------------------
         1,300   Utilicorp United, Inc.                                                                     33,475
                 ----------------------------------------------------------------------------------
         1,200   Western Resources, Inc.                                                                    33,750
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     606,507
                 ----------------------------------------------------------------------------------  -------------
                 NATURAL GAS--0.6%
                 ----------------------------------------------------------------------------------
           750   Consolidated Natural Gas Co.                                                               26,250
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 UTILITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 NATURAL GAS--CONTINUED
                 ----------------------------------------------------------------------------------
           900   Enron Corp.                                                                         $      24,300
                 ----------------------------------------------------------------------------------
         1,600   MCN Corp.                                                                                  29,000
                 ----------------------------------------------------------------------------------
         1,100   Pacific Enterprises                                                                        23,513
                 ----------------------------------------------------------------------------------
         1,600   Sonat, Inc.                                                                                45,000
                 ----------------------------------------------------------------------------------
         1,700   UGI Corp.                                                                                  32,088
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     180,151
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS--2.5%
                 ----------------------------------------------------------------------------------
         2,500   Ameritech Corp.                                                                            98,750
                 ----------------------------------------------------------------------------------
         2,500   AT&T Corp.                                                                                122,813
                 ----------------------------------------------------------------------------------
         1,900   Bell Atlantic Corp.                                                                        95,238
                 ----------------------------------------------------------------------------------
         1,800   BellSouth Corp.                                                                            93,375
                 ----------------------------------------------------------------------------------
         3,100   GTE Corp.                                                                                  94,938
                 ----------------------------------------------------------------------------------
         2,300   NYNEX Corp.                                                                                86,538
                 ----------------------------------------------------------------------------------
         2,200   Southern New England Telecommunications Corp.                                              72,600
                 ----------------------------------------------------------------------------------
         1,600   Southwestern Bell Corp.                                                                    66,200
                 ----------------------------------------------------------------------------------
         2,000   U.S. West, Inc.                                                                            70,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     800,952
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL UTILITY (IDENTIFIED COST, $1,633,939)                                             1,587,610
                 ----------------------------------------------------------------------------------  -------------
                 FOREIGN EQUITY--10.3%
                 ----------------------------------------------------------------------------------
                 AUSTRALIA--0.3%
                 ----------------------------------------------------------------------------------
         3,000   Broken Hill Proprietary Co.                                                                43,068
                 ----------------------------------------------------------------------------------
        19,300   Publishing & Broadcasting                                                                  54,435
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      97,503
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM--0.1%
                 ----------------------------------------------------------------------------------
         1,100   Delhaize-Le Lion                                                                           44,200
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINLAND--0.1%
                 ----------------------------------------------------------------------------------
           200   Kone Corp., 'B'                                                                     $      21,215
                 ----------------------------------------------------------------------------------  -------------
                 FRANCE--0.4%
                 ----------------------------------------------------------------------------------
         1,000   Elf Aquitaine                                                                              68,402
                 ----------------------------------------------------------------------------------
           300   LVMH (Moet-Hennessy)                                                                       47,946
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     116,348
                 ----------------------------------------------------------------------------------  -------------
                 GERMANY--0.4%
                 ----------------------------------------------------------------------------------
            50   Allianz AG Holding                                                                         76,194
                 ----------------------------------------------------------------------------------
           100   Daimler Benz AG                                                                            47,263
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     123,457
                 ----------------------------------------------------------------------------------  -------------
                 HONG KONG--0.4%
                 ----------------------------------------------------------------------------------
        16,800   Cheung Kong Holdings                                                                       69,948
                 ----------------------------------------------------------------------------------
         3,300   HSBC Holdings PLC                                                                          36,483
                 ----------------------------------------------------------------------------------
         6,000   Hutchison Whampoa                                                                          23,895
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     130,326
                 ----------------------------------------------------------------------------------  -------------
                 ITALY--0.1%
                 ----------------------------------------------------------------------------------
         1,900   Assicurazioni Generali                                                                     43,854
                 ----------------------------------------------------------------------------------  -------------
                 JAPAN--5.3%
                 ----------------------------------------------------------------------------------
         5,000   Asahi Bank, Ltd.                                                                           57,590
                 ----------------------------------------------------------------------------------
         5,000   Bank of Tokyo, Ltd., Tokyo                                                                 74,766
                 ----------------------------------------------------------------------------------
         4,000   Dai-Ichi Kangyo Bank, Ltd., Tokyo                                                          71,129
                 ----------------------------------------------------------------------------------
         3,000   Fuji Bank, Ltd., Tokyo                                                                     61,834
                 ----------------------------------------------------------------------------------
         7,000   Hitachi, Ltd.                                                                              69,098
                 ----------------------------------------------------------------------------------
         2,000   Industrial Bank of Japan, Ltd., Tokyo                                                      55,570
                 ----------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             53,044
                 ----------------------------------------------------------------------------------
        14,000   Kawasaki Heavy Industries                                                                  64,218
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 JAPAN--CONTINUED
                 ----------------------------------------------------------------------------------
         6,000   Kirin Brewery Co., Ltd.                                                             $      63,652
                 ----------------------------------------------------------------------------------
         4,000   Matsushita Electric Industrial Co.                                                         61,834
                 ----------------------------------------------------------------------------------
         3,000   Mitsubishi Bank                                                                            66,987
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Corp.                                                                           53,347
                 ----------------------------------------------------------------------------------
         9,000   Mitsubishi Heavy Industries                                                                66,744
                 ----------------------------------------------------------------------------------
         5,000   Mitsubishi Trust & Banking                                                                 70,725
                 ----------------------------------------------------------------------------------
         6,000   Mitsukoshi, Ltd.                                                                           57,348
                 ----------------------------------------------------------------------------------
        15,000   (a)Nippon Steel Co.                                                                        58,197
                 ----------------------------------------------------------------------------------
            10   Nippon Telegraph & Telephone Corp.                                                         84,870
                 ----------------------------------------------------------------------------------
         4,000   Nomura Securities Co., Ltd.                                                                78,404
                 ----------------------------------------------------------------------------------
         6,000   Sakura Bank, Ltd., Tokyo                                                                   79,414
                 ----------------------------------------------------------------------------------
         4,000   Sumitomo Bank, Ltd., Osaka                                                                 71,533
                 ----------------------------------------------------------------------------------
        12,000   Sumitomo Heavy Industries                                                                  45,951
                 ----------------------------------------------------------------------------------
         6,000   Takeda Chemical Industries                                                                 74,564
                 ----------------------------------------------------------------------------------
         5,000   Tokio Marine & Fire                                                                        57,590
                 ----------------------------------------------------------------------------------
         2,000   Tokyo Electric Power                                                                       56,580
                 ----------------------------------------------------------------------------------
        11,000   Toshiba Corp.                                                                              76,908
                 ----------------------------------------------------------------------------------
         3,000   Toyota Motor Corp.                                                                         63,956
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,695,853
                 ----------------------------------------------------------------------------------  -------------
                 MALAYSIA--0.2%
                 ----------------------------------------------------------------------------------
         5,000   Telekom Malaysia Myr l                                                                     36,781
                 ----------------------------------------------------------------------------------
         5,000   Tenaga Nasional Berhad                                                                     21,521
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      58,302
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS--0.4%
                 ----------------------------------------------------------------------------------
         1,000   Philips Electronics                                                                        30,244
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 NETHERLANDS--CONTINUED
                 ----------------------------------------------------------------------------------
           700   Royal Dutch Petroleum Co.                                                           $      76,038
                 ----------------------------------------------------------------------------------
           300   Unilever NV-Cert                                                                           33,650
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     139,932
                 ----------------------------------------------------------------------------------  -------------
                 SINGAPORE--0.1%
                 ----------------------------------------------------------------------------------
        20,000   Singapore Telecommunications, Ltd.                                                         39,877
                 ----------------------------------------------------------------------------------  -------------
                 SWEDEN--0.2%
                 ----------------------------------------------------------------------------------
           500   Ericsson LM B-F                                                                            27,530
                 ----------------------------------------------------------------------------------
         2,500   Volvo (AB), Series B                                                                       48,095
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      75,625
                 ----------------------------------------------------------------------------------  -------------
                 SWITZERLAND--0.5%
                 ----------------------------------------------------------------------------------
            50   Nestle SA                                                                                  46,368
                 ----------------------------------------------------------------------------------
           150   Sandoz AG                                                                                  77,004
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     123,372
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM--1.8%
                 ----------------------------------------------------------------------------------
         9,000   British Petroleum PLC                                                                      59,897
                 ----------------------------------------------------------------------------------
        13,000   British Telecom PLC                                                                        77,357
                 ----------------------------------------------------------------------------------
        24,000   Coats Viyella PLC                                                                          77,419
                 ----------------------------------------------------------------------------------
         5,000   Eastern Electricity PLC                                                                    62,833
                 ----------------------------------------------------------------------------------
        20,000   Hanson PLC                                                                                 73,598
                 ----------------------------------------------------------------------------------
         4,000   Midlands Electricity PLC                                                                   48,355
                 ----------------------------------------------------------------------------------
         4,200   RMC Group PLC                                                                              65,670
                 ----------------------------------------------------------------------------------
        11,000   Williams Holdings PLC                                                                      60,547
                 ----------------------------------------------------------------------------------
         4,000   Wolseley PLC                                                                               47,917
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     573,593
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $3,401,097)                                      3,283,457
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 CLOSED-END REGISTERED INVESTMENT COMPANIES--1.2%
                 ----------------------------------------------------------------------------------
         7,000   (a)First Iberian Fund, Inc.                                                         $      51,625
                 ----------------------------------------------------------------------------------
        11,400   France Growth Fund, Inc.                                                                  112,575
                 ----------------------------------------------------------------------------------
         9,400   Germany Fund, Inc.                                                                        106,925
                 ----------------------------------------------------------------------------------
         4,800   Italy Fund, Inc.                                                                           39,000
                 ----------------------------------------------------------------------------------
         2,600   Malaysia Fund, Inc.                                                                        52,325
                 ----------------------------------------------------------------------------------
         1,800   Swiss Helvetia Fund, Inc.                                                                  33,525
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CLOSED-END REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $432,088)                                                               395,975
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL STOCKS (IDENTIFIED COST, $13,420,549)                                            12,945,807
                 ----------------------------------------------------------------------------------  -------------

<CAPTION>
   PRINCIPAL
    AMOUNT
<C>              <S>                                                                                 <C>
- ---------------------------------------------------------------------------------------------------
BONDS--44.9%
- ---------------------------------------------------------------------------------------------------
                 TREASURY--17.5%
                 ----------------------------------------------------------------------------------
$    5,625,000   United States Treasury Note, 7.25%, 8/15/2004                                           5,379,975
                 ----------------------------------------------------------------------------------
       200,000   United States Treasury Note, 7.50%, 10/31/99                                              197,680
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL TREASURY (IDENTIFIED COST, $5,720,168)                                            5,577,655
                 ----------------------------------------------------------------------------------  -------------
                 MORTGAGE-BACKED SECURITIES--7.3%
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--7.3%
                 ----------------------------------------------------------------------------------
       299,379   Federal Home Loan Mortgage Corporation,
                 Pool C80177, 7.50%, 5/1/2024                                                              279,261
                 ----------------------------------------------------------------------------------
       248,389   Federal National Mortgage Association, Pool 250175, 7.00%, 9/1/2009                       233,172
                 ----------------------------------------------------------------------------------
       473,703   Federal National Mortgage Association, Pool 296711, 8.00%, 10/1/2024                      454,006
                 ----------------------------------------------------------------------------------
       255,000   Federal National Mortgage Association, Pool 303073, 8.00%, 11/1/2024                      244,397
                 ----------------------------------------------------------------------------------
        98,304   Federal Home Loan Mortgage Corporation, Pool D54761, 8.50%,
                 7/1/2024                                                                                   96,706
                 ----------------------------------------------------------------------------------
       268,568   Government National Mortgage Association, Pool 371785, 7.00%,
                 5/15/2024                                                                                 239,023
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 MORTGAGE-BACKED SECURITIES--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 ----------------------------------------------------------------------------------
 $     314,000   Government National Mortgage Association, Pool 380656, 8.00%,
                 11/15/2024                                                                          $     298,787
                 ----------------------------------------------------------------------------------
       254,832   Government National Mortgage Association, Pool 407068, 8.50%,
                 10/15/2024                                                                                250,209
                 ----------------------------------------------------------------------------------
       226,040   Government National Mortgage Association, Pool 175827, 9.50%,
                 1/15/2020                                                                                 233,172
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $2,373,764)                          2,328,733
                 ----------------------------------------------------------------------------------  -------------
                 HIGH YIELD--4.7%
                 ----------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.2%
                 ----------------------------------------------------------------------------------
        75,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                    75,563
                 ----------------------------------------------------------------------------------  -------------
                 BUSINESS EQUIPMENT & SERVICES--0.3%
                 ----------------------------------------------------------------------------------
       100,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                              94,500
                 ----------------------------------------------------------------------------------  -------------
                 CABLE T.V.--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                         67,500
                 ----------------------------------------------------------------------------------  -------------
                 CHEMICALS & PLASTICS--0.8%
                 ----------------------------------------------------------------------------------
        75,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                               72,375
                 ----------------------------------------------------------------------------------
       100,000   G-I Holdings, Sr. Disc. Note, 10/1/98                                                      60,750
                 ----------------------------------------------------------------------------------
       125,000   (b)Polymer Group, Inc., Sr. Note, 12.25%, 7/15/2002                                       121,875
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     255,000
                 ----------------------------------------------------------------------------------  -------------
                 CLOTHING & TEXTILES--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                                 66,281
                 ----------------------------------------------------------------------------------  -------------
                 CONTAINER & GLASS PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
       100,000   Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                    100,500
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL INTERMEDIARIES--0.4%
                 ----------------------------------------------------------------------------------
       125,000   American Life Holding Co., Sr. Sub. Note, 11.25%, 9/15/2004                               124,075
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 HIGH YIELD--CONTINUED
                 ----------------------------------------------------------------------------------
                 FOOD & DRUG RETAILERS--0.3%
                 ----------------------------------------------------------------------------------
 $      75,000   (a)Grand Union Co., Sr. Sub. Note, 12.25%, 7/15/2002                                $      29,906
                 ----------------------------------------------------------------------------------
        75,000   Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003                                     65,063
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      94,969
                 ----------------------------------------------------------------------------------  -------------
                 FOOD SERVICES--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                               68,813
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.2%
                 ----------------------------------------------------------------------------------
        75,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                          69,000
                 ----------------------------------------------------------------------------------  -------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 ----------------------------------------------------------------------------------
        75,000   American Standard, Inc., Sr. Sub. Disc. Deb., 0/10.50%, 6/1/2005                           47,812
                 ----------------------------------------------------------------------------------  -------------
                 PRINTING & PUBLISHING--0.3%
                 ----------------------------------------------------------------------------------
       100,000   Webcraft Technologies, Inc., Sr. Sub. Note, 9.375%, 2/15/2002                              88,000
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.4%
                 ----------------------------------------------------------------------------------
       125,000   Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003                                    124,375
                 ----------------------------------------------------------------------------------  -------------
                 STEEL--0.6%
                 ----------------------------------------------------------------------------------
       125,000   GS Technologies Operating Co., Inc., Sr. Note, 12.00%, 9/1/2004                           125,313
                 ----------------------------------------------------------------------------------
        75,000   Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                  67,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     192,813
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS & CELLULAR--0.1%
                 ----------------------------------------------------------------------------------
        75,000   NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            32,438
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $1,602,243)                                          1,501,639
                 ----------------------------------------------------------------------------------  -------------
                 INVESTMENT GRADE--2.4%
                 ----------------------------------------------------------------------------------
                 CONGLOMERATES--0.8%
                 ----------------------------------------------------------------------------------
       250,000   Leucadia National Corp., Sr. Sub., 10.375%, 6/15/2002                                     265,000
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.8%
                 ----------------------------------------------------------------------------------
       250,000   Penny J.C., Inc., Deb., 9.45%, 7/15/2002                                                  261,715
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 INVESTMENT GRADE--CONTINUED
                 ----------------------------------------------------------------------------------
                 TOBACCO--0.8%
                 ----------------------------------------------------------------------------------
 $     300,000   Philip Morris, Deb., 6.00%, 7/15/2001                                               $     261,321
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENT GRADE (IDENTIFIED COST, $779,410)                                        788,036
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.3%
                 ----------------------------------------------------------------------------------
                 ELECTRONICS & ELECTRIC--0.3%
                 ----------------------------------------------------------------------------------
        60,000   General Instrument Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000 (IDENTIFIED COST,
                 $81,450)                                                                                   81,629
                 ----------------------------------------------------------------------------------  -------------
    FOREIGN
   CURRENCY
  PAR AMOUNT
- ---------------  ----------------------------------------------------------------------------------
                 FOREIGN--12.7%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.4%
                 ----------------------------------------------------------------------------------
       150,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                    123,120
                 ----------------------------------------------------------------------------------  -------------
                 BELGIAN FRANC--0.5%
                 ----------------------------------------------------------------------------------
     4,500,000   Belgian Government, Foreign Government Guarantee, 10.00%, 4/6/96                          145,517
                 ----------------------------------------------------------------------------------  -------------
                 CANADIAN DOLLAR--0.7%
                 ----------------------------------------------------------------------------------
       300,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                               213,283
                 ----------------------------------------------------------------------------------  -------------
                 DANISH KRONE--0.2%
                 ----------------------------------------------------------------------------------
       400,000   Denmark, 8.00%, 5/15/2003                                                                  62,558
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--2.1%
                 ----------------------------------------------------------------------------------
       250,000   Bundesobligation, 8.875%, 1/22/96                                                         164,274
                 ----------------------------------------------------------------------------------
       550,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 355,277
                 ----------------------------------------------------------------------------------
       250,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         161,521
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     681,072
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 FRENCH FRANC--1.4%
                 ----------------------------------------------------------------------------------
 $     900,000   France O.A.T., 8.50%, 11/25/2002                                                    $     173,742
                 ----------------------------------------------------------------------------------
       800,000   France O.A.T., 9.80%, 1/30/96                                                             154,036
                 ----------------------------------------------------------------------------------
       800,000   KFW International Finance, Inc., 7.00%, 5/12/2000                                         144,163
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     471,941
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.7%
                 ----------------------------------------------------------------------------------
   375,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                  234,900
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--3.8%
                 ----------------------------------------------------------------------------------
    30,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         343,932
                 ----------------------------------------------------------------------------------
    79,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     858,043
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,201,975
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS GUILDER--0.8%
                 ----------------------------------------------------------------------------------
       450,000   Netherlands Government, 6.00%, 4/15/95                                                    256,083
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.6%
                 ----------------------------------------------------------------------------------
    26,000,000   Spain (Government), 8.30%, 12/15/98                                                       182,192
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM POUND--1.5%
                 ----------------------------------------------------------------------------------
       300,000   UK Conversion, 9.00%, 3/3/2000                                                            481,081
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $4,081,599)                                             4,053,722
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $14,638,634)                                             14,331,414
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
CASH EQUIVALENTS--14.2%**
- ---------------------------------------------------------------------------------------------------
 $   2,750,000   U.S. Treasury Bill, 1/26/95 (IDENTIFIED COST, $2,729,217)                           $   2,728,193
                 ----------------------------------------------------------------------------------
     1,800,000   ***J.P. Morgan Securities, Inc., 5.77%, dated 11/28/94,
                 due 12/5/94 (at amortized cost)                                                         1,800,000
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CASH EQUIVALENTS                                                                  4,528,193
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $32,588,400)                                    $  31,805,414+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


The following abbreviations are used in this portfolio:



ADR--American Depository Receipts
PLC--Public Limited Co.
REIT--Real Estate Investment Trust



 (a) Non-income producing.



 (b) Restricted securities-- Investments in securities not registered under the
     Securities Act of 1933. At the end of the period, this ]security ]amounted
     to $121,875 which represents .4% of net assets.



  The cost for federal income tax purposes amounts to $32,595,520. The net
  unrealized depreciation on a federal tax basis amounts to $790,106, which is
  comprised of $358,185 appreciation and $1,148,291 ]depreciation at November
  30, 1994.



 The Fund's overall exposure to utility stocks is 6.3%.



  * The Fund's overall exposure to stocks is 50.2%, after adjustment for the use
    of S&P 500 and S&P Midcap futures contracts.



 ** The Fund holds cash equivalents as collateral for the twelve ]S&P 500
    futures contracts with a market value of $2,723,700. Consequently, the
    Fund's exposure to large cap stocks is 23.1]% of the Fund. The Fund holds
    cash equivalents as collateral for the four S&P Midcap futures contracts
    with a market value of $337,400. Consequently, the Fund's exposure to small
    cap stocks is 10.6% 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.



Note: The categories of investments are shown as a percentage of net assets
($31,925,163) at November 30, 1994.



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


FEDERATED MANAGED GROWTH FUND
NOTES TO PORTFOLIO OF INVESTMENTS
- --------------------------------------------------------------------------------

GRAND UNION COMPANY

On January 17, 1995, The Grand Union Company announced that it would default on
its January 15, 1995, interest payment. The company is currently in negotiations
with bondholders on a restructuring plan. Fund management is unable to predict
the outcome or timing of these proceedings.


FEDERATED MANAGED GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                                        <C>        <C>
ASSETS:
- ----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $32,588,400 and tax cost, $32,595,520)          $ 31,805,414
- ----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $62,381)                                           62,091
- ----------------------------------------------------------------------------------------------------
Cash                                                                                                           925
- ----------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          380,422
- ----------------------------------------------------------------------------------------------------
Receivable for Fund shares sold                                                                             89,304
- ----------------------------------------------------------------------------------------------------
Receivable for investments sold                                                                             37,379
- ----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                        14,195
- ----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                           41,723
- ----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                        32,431,453
- ----------------------------------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------------------------------------
Payable for investments purchased                                                          $ 399,355
- -----------------------------------------------------------------------------------------
Payable for futures variation margin                                                          14,700
- -----------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                        14,219
- -----------------------------------------------------------------------------------------
Tax withholding liability                                                                      1,994
- -----------------------------------------------------------------------------------------
Accrued expenses                                                                              76,022
- -----------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                      506,290
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 3,251,792 shares of beneficial interest outstanding                                    $ 31,925,163
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                       $ 32,610,298
- ----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities in
foreign currency, and futures contracts                                                                   (875,447)
- ----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investments, foreign currency transactions, and futures
contracts                                                                                                  (61,697)
- ----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        252,009
- ----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                  $ 31,925,163
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- ----------------------------------------------------------------------------------------------------
Institutional Service Shares ($28,973,376 / 2,950,782 shares of beneficial interest outstanding)             $9.82
- ----------------------------------------------------------------------------------------------------  ------------
Select Shares ($2,951,787 / 301,010 shares of beneficial interest outstanding)                               $9.81
- ----------------------------------------------------------------------------------------------------  ------------
</TABLE>


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



FEDERATED MANAGED GROWTH FUND
STATEMENT OF OPERATIONS
PERIOD ENDED NOVEMBER 30, 1994*
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $2,080 and dollar roll interest expense of $3,960)              $ 554,844
- ---------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $3,090)                                                           115,186
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income                                                                                  670,030
- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ---------------------------------------------------------------------------------------------------------
Investment advisory fee                                                                         $  97,226
- ----------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                          42,466
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            55,403
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                           11,379
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          2,500
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       9,366
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                4,336
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  5,144
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                             2,408
- ----------------------------------------------------------------------------------------------
Distribution services fee                                                                           7,223
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                       4,602
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                242,053
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                    $  97,226
- -----------------------------------------------------------------------------------
Waiver of distribution services fee                                                      2,408
- -----------------------------------------------------------------------------------
Reimbursement of other operating expenses                                               19,799    119,433
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                             122,620
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                547,410
- ---------------------------------------------------------------------------------------------------------  ---------
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)                                                                                      (55,426)
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation
of assets and liabilities in foreign currency, and futures contracts                                        (875,447)
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts         (930,873)
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $(383,463)
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>


* For the period from January 27, 1994 (start of business) to November 30, 1994.



(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
                                                                                             NOVEMBER 30, 1994*
- ----------------------------------------------------------------------------------------  ------------------------
<S>                                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------------------------------------
Net investment income                                                                          $      547,410
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions,
and futures contracts ($146,501 net loss, as computed for federal tax
purposes)                                                                                             (55,426)
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures
contracts                                                                                            (875,447)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets resulting from operations                                                  (383,463)
- ----------------------------------------------------------------------------------------  ------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (281,776)
- ----------------------------------------------------------------------------------------
     Select Shares                                                                                    (19,872)
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets resulting from distributions to shareholders                          (301,648)
- ----------------------------------------------------------------------------------------  ------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       34,167,264
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment
of dividends declared                                                                                 142,853
- ----------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (1,699,843)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets from Fund share transactions                                             32,610,274
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets                                                                     31,925,163
- ----------------------------------------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------------------------------------
Beginning of period                                                                                  --
- ----------------------------------------------------------------------------------------  ------------------------
End of period (including undistributed net investment income of $252,009)                      $   31,925,163
- ----------------------------------------------------------------------------------------  ------------------------
</TABLE>


* For the period from January 27, 1994 (start of business) to November 30, 1994.



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

FEDERATED MANAGED GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------

(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.


D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     understanding of the applicable country's tax rules and rates. At November
     30, 1994, the Fund, for federal tax purposes, had a capital loss
     carryforward of $146,501, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire in 2002 ($146,501).


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 November 30, 1994, the Fund had a realized
     gain of $155,487 on futures contracts.


     At November 30, 1994, the Fund had outstanding futures contracts as set out
     below:

<TABLE>
<CAPTION>
                                                                   UNREALIZED
    EXPIRATION               CONTRACTS TO                         APPRECIATION
       DATE                DELIVER/RECEIVE           POSITION    (DEPRECIATION)
<S>                 <C>                             <C>         <C>
December 1994       12 S&P 500 Index Futures           Long        ($   80,236)
December 1994       4 S&P Midcap Futures               Long            (11,550)
                                                                -----------------
Net Unrealized Appreciation (Depreciation)
on Futures Contracts                                               ($   91,786)
                                                                -----------------
</TABLE>


G.   DOLLAR ROLL TRANSACTIONS--The Fund enters into dollar roll transactions,
     with respect to mortgage securities issued by GNMA, FNMA, and FHLMC, in
     which the Fund loans mortgage securities to financial institutions and
     simultaneously agrees to accept substantially similar (same type, coupon
     and maturity) securities at a later date at an agreed upon price. Dollar
     roll transactions are short-term financing arrangements which will not
     exceed twelve months. The Fund will use the proceeds generated from the
     transactions to invest in short-term investments, which may enhance the
     Fund's current yield and total return.


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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                             <C>        <C>                            <C>        <C>                        <C>
         Agency                      3.7%              Consumer Products       0.1%         Retail                   0.3%
           Automotive                 0.5           Diversified                 0.5           Sovereign               7.3
          Banking                     2.0            Electronics & Electric     0.8           State/Provincial        0.4
             Beverage & Tobacco       0.2           Energy                      0.8          Steel                    0.2
              Broadcasting Radio & TV 0.2              Food & Drug Retailers    0.1            Supranational          1.1
              Brokerage & Investment  0.2             Food Products             0.1                           Telecomm. &
              Building & Development  0.8           Insurance                   0.5             Cellular              0.8
          Chemical                    0.2                 Machinery & Equipment 0.6         Utilities                 0.5
           Clothing & Textiles        0.2             Pharmaceuticals           0.2
</TABLE>

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

K.   RESTRICTED SECURITIES--Restricted securities are securities that may only
     be resold upon registration under Federal securities laws or in
     transactions exempt from such registration. In some cases, the issuer of
     restricted securities has agreed to register such securities for resale, at
     the issuer's expense either upon demand by the Fund or in connection with
     another registered offering of the securities. Many restricted securities
     may be resold in the secondary market in transactions exempt from
     registration. Such restricted securities may be determined to be liquid
     under criteria established by the Trustees. The Fund will not incur any
     registration costs upon such resales. The Fund's restricted securities are
     valued at the price provided by dealers in the secondary market or, if no
     market prices are available, at the fair value as determined by the Fund's
     pricing committee. Additional information on each restricted security held
     at November 30, 1994 is as follows:

<TABLE>
<CAPTION>
                           ACQUISITION     ACQUISITION
        SECURITY               DATE            COST
<S>                       <C>             <C>
Polymer Group, Inc.           8/5/94         $126,250
</TABLE>


L.   RECLASSIFICATION--During the current period ended November 30, 1994, the
     Fund adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These differences are due to
     differing treatments for foreign currency and futures transactions. Amounts
     as of November 30, 1994, have been reclassified to reflect an increase in
     paid in capital of $24, an increase in undistributed net investment income
     of $6,247, and a decrease in accumulated net realized gain (loss) of
     $6,271. Net investment income, net realized gains, and net assets were not
     affected by this change.



M.   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
                                                                                     NOVEMBER 30, 1994*
<S>                                                                              <C>           <C>
INSTITUTIONAL SERVICE SHARES                                                        SHARES        DOLLARS
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                         3,096,651  $  31,041,322
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                         12,494        125,915
- -------------------------------------------------------------------------------
Shares redeemed                                                                      (158,363)    (1,579,515)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Institutional Service
       Shares transactions                                                          2,950,782  $  29,587,722
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                        PERIOD ENDED
                                                                                     NOVEMBER 30, 1994*
<S>                                                                              <C>           <C>
SELECT SHARES                                                                       SHARES        DOLLARS
- -------------------------------------------------------------------------------  ------------  -------------
Shares sold                                                                           311,261  $   3,125,942
- -------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                          1,680         16,938
- -------------------------------------------------------------------------------
Shares redeemed                                                                       (11,931)      (120,328)
- -------------------------------------------------------------------------------  ------------  -------------
     Net change resulting from Select Shares transactions                             301,010      3,022,552
- -------------------------------------------------------------------------------  ------------  -------------
       Total net change resulting from Fund Share transactions                      3,251,792  $  32,610,274
- -------------------------------------------------------------------------------  ------------  -------------
</TABLE>

* For the period from January 27, 1994 (start of business) to November 30, 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 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 on an annualized basis. 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 Service Agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to .25 of 1% of the average net
assets of each class of shares for the period. This fee is to obtain certain
personal services for shareholders and to maintain the shareholder accounts. For
the period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.

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 ($35,959) and start-up
administrative service expenses ($39,068) were borne initially by the Adviser.
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 November 30,
1994, the Fund paid $2,205 and $2,396, respectively, pursuant to this agreement.

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

(5) INVESTMENT TRANSACTIONS


Purchases and sales of investments, excluding short-term securities, for the
period ended
November 30, 1994 were as follows:


<TABLE>
<S>                                                                                                  <C>
- ---------------------------------------------------------------------------------------------------
PURCHASES                                                                                            $  45,589,937
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $  14,607,362
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST
(Federated Managed Growth Fund):


We have audited the accompanying statement of assets and liabilities of
Federated Managed Growth Fund (an investment portfolio of Managed Series Trust,
a Massachusetts business trust), including the schedule of portfolio
investments, as of November 30, 1994, and the related statements of operations
and changes in net assets, and the financial highlights (see pages 2 and 27 of
the prospectus) for the period from January 27, 1994 (start of business) to
November 30, 1994. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audit.


We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Growth Fund (an investment portfolio of Managed Series Trust)
as of November 30, 1994, and the results of its operations, the changes in its
net assets, and its financial highlights for the period from January 27, 1994
(start of business) to November 30, 1994, in conformity with generally accepted
accounting principles.

                                                             ARTHUR ANDERSEN LLP


Pittsburgh, Pennsylvania
January 17, 1995


APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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

Independent Public Accountants
                    Arthur Andersen LLP                                    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 January 31, 1995


[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779

56166K602
3122011A-SEL (1/95)



56166K503
3122010A-SS (1/95)

[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  Managed Series Trust
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund



Federated Managed Aggressive Growth Fund

[Logo]
Lifecycle Investing
From Federated Investors

Institutional Service Shares

Federated Managed Aggressive Growth Fund
is part of Managed Series Trust,
a lifecycle investing program
from Federated Investors

Other funds available in Managed
Series Trust are Federated Managed Income
Fund, Federated Managed Growth and Income
Fund, and Federated Managed Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors


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 January 31, 1995, 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 January 31, 1995

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

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


FINANCIAL HIGHLIGHTS                                                           2

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Small Company Stocks                                                     4
        Investment Risks                                                       5
      Foreign Stocks                                                           5
      Equity Reserves                                                          5
    Bond Asset Categories                                                      5
      U.S. Treasury Securities                                                 6
      Mortgage-Backed Securities                                               6
      Investment-Grade Corporate Bonds                                         6
      High Yield Corporate Bonds                                               6
        Investment Risks                                                       6
      Foreign Bonds                                                            7
    Acceptable Investments                                                     7
      Equity Securities                                                        7
      Foreign Securities                                                       7
        Investment Risks                                                       7
      Equity Reserves                                                          8
        Repurchase Agreements                                                  8
      Convertible Securities                                                   8
      U.S. Treasury and Other U.S.
        Government Securities                                                  8
      Mortgage-Backed Securities                                               8
        Collateralized Mortgage Obligations
          ("CMOs")                                                             9
        Real Estate Mortgage Investment Conduits
          ("REMICs")                                                           9
        Characteristics of Mortgage-Backed
          Securities                                                          10
      Corporate Bonds                                                         10
    Investing in Securities of Other
      Investment Companies                                                    11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed Delivery
      Transactions                                                            11
    Lending of Portfolio Securities                                           11
    Foreign Currency Transactions                                             12
      Currency Risks                                                          12
    Forward Foreign Currency Exchange Contracts                               12
    Options                                                                   13
    Futures and Options on Futures                                            13
      Risks                                                                   14
    Portfolio Turnover                                                        14
  Investment Limitations                                                      14

TRUST INFORMATION                                                             15
- ------------------------------------------------------

  Management of the Trust                                                     15
    Board of Trustees                                                         15
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    15
  Distribution of Institutional Service Shares                                17
  Administration of the Fund                                                  17
    Administrative Services                                                   17
    Shareholder Services Plan                                                 18
    Other Payments to Financial Institutions                                  18
    Custodian                                                                 18
    Transfer Agent and Dividend
      Disbursing Agent                                                        18
    Independent Public Accountants                                            18
  Brokerage Transactions                                                      18
  Expenses of the Fund and Institutional
    Service Shares                                                            19

NET ASSET VALUE                                                               19
- ------------------------------------------------------

INVESTING IN INSTITUTIONAL SERVICE SHARES                                     20
- ------------------------------------------------------

  Share Purchases                                                             20
    Through a Financial Institution                                           20
    By Wire                                                                   20
    By Mail                                                                   20
  Minimum Investment Required                                                 20
  What Shares Cost                                                            21
  Subaccounting Services                                                      21
  Systematic Investment Program                                               21
  Certificates and Confirmations                                              21
  Dividends                                                                   21
  Capital Gains                                                               22

REDEEMING INSTITUTIONAL SERVICE SHARES                                        22
- ------------------------------------------------------

  Through a Financial Institution                                             22
  Telephone Redemption                                                        22
  Written Requests                                                            22
    Signatures                                                                23
    Receiving Payment                                                         23
  Systematic Withdrawal Program                                               23
  Accounts with Low Balances                                                  23

SHAREHOLDER INFORMATION                                                       24
- ------------------------------------------------------

  Voting Rights                                                               24
  Massachusetts Partnership Law                                               24

TAX INFORMATION                                                               24
- ------------------------------------------------------

  Federal Income Tax                                                          24
  Pennsylvania Corporate and
    Personal Property Taxes                                                   24

PERFORMANCE INFORMATION                                                       25
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       25
- ------------------------------------------------------


  Financial Highlights--Select Shares                                         27



FINANCIAL STATEMENTS                                                          28
- ------------------------------------------------------



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      55

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

APPENDIX                                                                      56
- ------------------------------------------------------


ADDRESSES                                                                   59
- ------------------------------------------------------



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 average net assets)
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee.................................................................................................       None
Total Other Expenses (after expense reimbursement)........................................................       1.00%
    Shareholder Services Fee (after waiver) (2)................................................       0.00%
         Total Institutional Service Shares Operating Expenses (3)........................................       1.00%
</TABLE>


(1) The management fee has been reduced to reflect the voluntary waiver 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 maximum shareholder services fee is 0.25%.



(3) The Total Institutional Service Shares Operating Expenses in the table above
    are based on expenses expected during the fiscal year ending November 30,
    1995. The Total Institutional Service Share Operating Expenses were 0.89%
    for the fiscal year ended November 30, 1994 and were 2.61% absent the waiver
    of the management fee and the voluntary reimbursement of certain other
    operating expenses.



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


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



    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."



FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES
- --------------------------------------------------------------------------------


(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


Reference is made to the Report of Independent Public Accountants on page 55.


<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                              NOVEMBER 30, 1994*
<S>                                                                                          <C>
- -------------------------------------------------------------------------------------------  ---------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $   10.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.17
- -------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency
  transactions, and futures contracts                                                                  (0.25)
- -------------------------------------------------------------------------------------------         --------
  Total from investment operations                                                                     (0.08)
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                 (0.10)
- -------------------------------------------------------------------------------------------         --------
NET ASSET VALUE, END OF PERIOD                                                                     $    9.82
- -------------------------------------------------------------------------------------------         --------
TOTAL RETURN**                                                                                         (0.87%)
- -------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------
  Expenses                                                                                              0.89%(a)
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 3.42%(a)
- -------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                      1.72%(a)
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                          $  15,696
- -------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                 77%
- -------------------------------------------------------------------------------------------
</TABLE>


 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to November 30, 1994. For the period from January 27, 1994 (start
   of business) to May 24, 1994, the Fund had no investment activity.



 ** 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) The Adviser waived $6,858 of the investment advisory fee, which represents
    0.11% of average net assets, to comply with certain state expense
    limitations. The remainder of the waiver/reimbursement was voluntary. This
    expense decrease is reflected in both the expense and net investment income
    ratios shown above.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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:
equities and bonds. 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 equities. The
equities asset categories are large company stocks, small company stocks,
foreign stocks, and equity reserves.


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>
EQUITIES                                         60-100%
Large Company Stocks                              0-100%
Small Company Stocks                               0-40%
Foreign Stocks                                     0-40%
Equity Reserves                                    0-20%

BONDS                                              0-40%
U.S. Treasury Securities                         0-32.5%
Mortgage-Backed Securities                       0-12.5%
Investment-Grade Corporate Bonds                 0-12.5%
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
equities 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 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, small company stocks may decline in price as
         large company stocks rise in price 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of the asset category ranges. The Fund may invest up to
     40 percent of its total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is desirable, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 20 percent of its total assets in equity 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. The prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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 32.5 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 12.5 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 12.5 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. 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.

     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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries 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 Ratings Group (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.

     EQUITY RESERVES.  The Fund's equity 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.


     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common stock at the option of the holder during a
     specified time period. Convertible securities may take the form of
     convertible preferred stock, convertible bonds or debentures, units
     consisting of "usable" bonds and warrants or a combination of the features
     of several of these securities. The investment characteristics of each
     convertible security vary widely, which allows convertible securities to be
     employed for different investment objectives. The adviser may treat
     convertible securities as large company stocks, small company stocks, or
     high yield bonds for purposes of the asset category ranges, depending upon
     current market conditions, including the relationship of the then-current
     price to the conversion price. The convertible securities in which the Fund
     invests may be rated "high yield" or of comparable quality at the time of
     purchase.


     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 an 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 or 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 Ratings Group (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.

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


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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


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


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. The Fund will not invest more than 40% of its total assets in
forward foreign currency exchange contracts.


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. Interest rate
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 utilize stock index futures to
handle cash flows into and out of the Fund and to potentially reduce
transactional costs.

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 $70 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 Fund 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 senior 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.



     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Management
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.


     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser since 1994. From
     1992 until 1994, Mr. Grefenstett acted as an investment analyst. Mr.
     Grefenstett was a credit analyst at Westinghouse Credit Corp. from 1990
     until 1992, and an investment officer at Pittsburgh National Bank from 1987
     until 1990. Mr. Grefenstett is a Chartered Financial Analyst and received
     his M.B.A. in Finance from Carnegie Mellon University.


     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 and has been
     a Vice President of the Fund's investment adviser since January 1994. Prior
     to this, Mr. Bauer served 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.

     Thomas M. Franks is the portfolio manager for the equity 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.

     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, 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.

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.

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.

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.

INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund
are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

BROKERAGE TRANSACTIONS

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

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 reserve the right to allocate certain other expenses to holders of
Shares as they deem appropriate ("Class Expenses"). In any case, Class Expenses
would be limited to: distribution fees; transfer agent fees as identified by the
transfer agent as attributable to holders of Shares; fees under the Fund's
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.
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: Federated Services Company, c/o 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 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 generally
exceed that of Select Shares by the difference between Class Expenses and
distribution and shareholder service expenses borne by shares of each respective

class.

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


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES
- --------------------------------------------------------------------------------


(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


Reference is made to the Report of Independent Public Accountants on page 55.


<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                              NOVEMBER 30, 1994*
<S>                                                                                          <C>
- -------------------------------------------------------------------------------------------  ---------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $   10.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.13
- -------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency
  transactions, and futures contracts                                                                  (0.25)
- -------------------------------------------------------------------------------------------         --------
  Total from investment operations                                                                     (0.12)
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                 (0.08)
- -------------------------------------------------------------------------------------------         --------
NET ASSET VALUE, END OF PERIOD                                                                     $    9.80
- -------------------------------------------------------------------------------------------         --------
TOTAL RETURN**                                                                                         (1.20%)
- -------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------
  Expenses                                                                                              1.64%(a)
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 2.67%(a)
- -------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                      1.97%(a)
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                          $   1,673
- -------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                 77%
- -------------------------------------------------------------------------------------------
</TABLE>


 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to November 30, 1994. For the period from January 27, 1994 (start
   of business) to May 24, 1994, the Fund had no investment activity.



 ** 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) The Adviser waived $6,858 of the investment advisory fee, which represents
    0.11% of average net assets, to comply with certain state expense
    limitations. The remainder of the waiver/reimbursement was voluntary. This
    expense decrease is reflected in both the expense and net investment income
    ratios shown above.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--53.2%*
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--20.3%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.6%
                 ----------------------------------------------------------------------------------
         1,100   Eastman Chemical Co.                                                               $      51,838
                 ----------------------------------------------------------------------------------
         1,500   Lubrizol Corp.                                                                             47,250
                 ----------------------------------------------------------------------------------
         2,000   Phelps Dodge Corp.                                                                        114,500
                 ----------------------------------------------------------------------------------
         3,200   Praxair, Inc.                                                                              64,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     278,388
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.7%
                 ----------------------------------------------------------------------------------
         1,000   Chrysler Corp.                                                                             48,375
                 ----------------------------------------------------------------------------------
         1,600   Eastman Kodak Co.                                                                          73,000
                 ----------------------------------------------------------------------------------
         2,300   Ford Motor Co.                                                                             62,387
                 ----------------------------------------------------------------------------------
         4,000   Mattel, Inc.                                                                              107,000
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     290,762
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--1.6%
                 ----------------------------------------------------------------------------------
         1,000   Avon Products, Inc.                                                                        61,875
                 ----------------------------------------------------------------------------------
         1,600   Philip Morris Cos., Inc.                                                                   95,600
                 ----------------------------------------------------------------------------------
         1,900   Reebok International, Ltd.                                                                 72,913
                 ----------------------------------------------------------------------------------
         7,200   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 48,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     278,988
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--1.0%
                 ----------------------------------------------------------------------------------
         2,800   American Stores Co.                                                                        73,850
                 ----------------------------------------------------------------------------------
         2,100   Sears, Roebuck & Co.                                                                       99,225
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     173,075
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--2.2%
                 ----------------------------------------------------------------------------------
         2,600   Baker Hughes, Inc.                                                                         46,800
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         2,100   Chevron Corp.                                                                       $      91,612
                 ----------------------------------------------------------------------------------
         1,100   Mapco, Inc.                                                                                55,138
                 ----------------------------------------------------------------------------------
         1,500   Texaco, Inc.                                                                               93,188
                 ----------------------------------------------------------------------------------
         3,400   USX Marathon Group                                                                         61,200
                 ----------------------------------------------------------------------------------
           900   (a)Western Atlas, Inc.                                                                     39,263
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     387,201
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--3.5%
                 ----------------------------------------------------------------------------------
         1,000   AMLI Residential Properties Trust, REIT                                                    18,375
                 ----------------------------------------------------------------------------------
         1,000   Bankers Trust of New York Corp.                                                            59,250
                 ----------------------------------------------------------------------------------
         1,900   Citicorp                                                                                  79,087
                 ----------------------------------------------------------------------------------
         1,300   Dean Witter, Discover & Co.                                                                45,500
                 ----------------------------------------------------------------------------------
           800   Federal National Mortgage Association                                                      56,900
                 ----------------------------------------------------------------------------------
         2,124   Mellon Bank Corp.                                                                          70,358
                 ----------------------------------------------------------------------------------
         2,400   PNC Financial Corp.                                                                        49,800
                 ----------------------------------------------------------------------------------
         1,100   Providian Corp.                                                                            33,275
                 ----------------------------------------------------------------------------------
         2,400   Ryder Systems, Inc.                                                                        51,900
                 ----------------------------------------------------------------------------------
         1,400   Transamerica Corp.                                                                         66,325
                 ----------------------------------------------------------------------------------
         2,600   Travelers, Inc.                                                                            85,475
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     616,245
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.8%
                 ----------------------------------------------------------------------------------
         1,500   American Home Products Corp.                                                               97,687
                 ----------------------------------------------------------------------------------
         1,400   Becton, Dickinson & Co.                                                                    66,150
                 ----------------------------------------------------------------------------------
         1,400   Bristol-Myers Squibb Co.                                                                   80,850
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,700   U.S. Healthcare, Inc.                                                               $      76,075
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     320,762
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--2.4%
                 ----------------------------------------------------------------------------------
         1,000   Caterpillar, Inc.                                                                          54,000
                 ----------------------------------------------------------------------------------
           600   Deere & Co.                                                                                38,550
                 ----------------------------------------------------------------------------------
         1,500   (a)FMC Corp.                                                                               87,375
                 ----------------------------------------------------------------------------------
         1,100   General Electric Co.                                                                       50,600
                 ----------------------------------------------------------------------------------
         1,200   (a)Litton Industries, Inc.                                                                 40,950
                 ----------------------------------------------------------------------------------
           700   Loews Corp.                                                                                60,463
                 ----------------------------------------------------------------------------------
         1,800   Textron, Inc.                                                                              84,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     416,538
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--2.9%
                 ----------------------------------------------------------------------------------
         2,700   General Motors Corp., Class E                                                              99,225
                 ----------------------------------------------------------------------------------
         1,000   Hewlett-Packard Co.                                                                        98,000
                 ----------------------------------------------------------------------------------
           600   International Business Machines Corp.                                                      42,450
                 ----------------------------------------------------------------------------------
         1,900   Martin-Marietta Corp.                                                                      82,413
                 ----------------------------------------------------------------------------------
         1,500   Raytheon Co.                                                                               94,313
                 ----------------------------------------------------------------------------------
         2,300   Rockwell International Corp.                                                               77,913
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     494,314
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.6%+
                 ----------------------------------------------------------------------------------
         1,700   AT&T Corp.                                                                                 83,512
                 ----------------------------------------------------------------------------------
           500   British Telecommunications PLC, ADR                                                        29,687
                 ----------------------------------------------------------------------------------
         1,000   Duke Power Co.                                                                             40,750
                 ----------------------------------------------------------------------------------
         1,100   Enron Corp.                                                                                29,700
                 ----------------------------------------------------------------------------------
         2,500   MCI Communications Corp.                                                                   48,750
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
           700   Telefonos De Mexico, Class L ADR                                                    $      37,100
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     269,499
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $3,761,056)                                       3,525,772
                 ----------------------------------------------------------------------------------  -------------
                 SMALL COMPANY--15.4%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.4%
                 ----------------------------------------------------------------------------------
         1,100   (a)Acme Metals, Inc.                                                                       17,875
                 ----------------------------------------------------------------------------------
         1,600   (a)Magma Copper Co.                                                                        25,800
                 ----------------------------------------------------------------------------------
           900   Texas Industries, Inc.                                                                     29,813
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      73,488
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.2%
                 ----------------------------------------------------------------------------------
         1,785   Anthony Industries, Inc.                                                                   29,452
                 ----------------------------------------------------------------------------------
         1,300   Arctco, Inc.                                                                               26,000
                 ----------------------------------------------------------------------------------
           900   (a)Champion Enterprises, Inc.                                                              25,537
                 ----------------------------------------------------------------------------------
           700   Polaris Industries Partners, L.P.                                                          31,063
                 ----------------------------------------------------------------------------------
           900   (a)Scientific Games Holding Corp.                                                          38,475
                 ----------------------------------------------------------------------------------
         1,600   SPX Corp.                                                                                  24,800
                 ----------------------------------------------------------------------------------
         1,000   Toro Co.                                                                                   28,000
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     203,327
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.5%
                 ----------------------------------------------------------------------------------
         1,100   (a)Cyrk International, Inc.                                                                40,700
                 ----------------------------------------------------------------------------------
         1,000   Haggar Corp.                                                                               21,500
                 ----------------------------------------------------------------------------------
         1,200   Hudson Foods, Inc., Class A                                                                27,150
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      89,350
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--2.0%
                 ----------------------------------------------------------------------------------
         1,200   (a)APS Holding Corp., Class A                                                              30,375
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 CONSUMER SERVICES--CONTINUED
                 ----------------------------------------------------------------------------------
           900   (a)Carmike Cinemas, Inc.                                                            $      20,250
                 ----------------------------------------------------------------------------------
           800   (a)Devon Group, Inc.                                                                       20,400
                 ----------------------------------------------------------------------------------
           900   Fair Isaac & Co., Inc.                                                                     37,912
                 ----------------------------------------------------------------------------------
         1,250   La Quinta Inns, Inc.                                                                       26,563
                 ----------------------------------------------------------------------------------
           900   (a)Landstar System, Inc.                                                                   22,950
                 ----------------------------------------------------------------------------------
         1,000   Media General, Inc., Class A                                                               29,125
                 ----------------------------------------------------------------------------------
         3,300   (a)Prime Hospitality Corp.                                                                 24,750
                 ----------------------------------------------------------------------------------
         1,600   (a)Revco D. S., Inc.                                                                       36,000
                 ----------------------------------------------------------------------------------
         1,200   Strawbridge & Clothier, Class A                                                            27,600
                 ----------------------------------------------------------------------------------
         1,500   (a)Super Rite Foods Holdings Corp.                                                         17,250
                 ----------------------------------------------------------------------------------
         2,200   (a)The Good Guys, Inc.                                                                     26,400
                 ----------------------------------------------------------------------------------
         2,600   (a)Vitalink Pharmacy Services, Inc.                                                        29,900
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     349,475
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.9%
                 ----------------------------------------------------------------------------------
         1,700   (a)Dekalb Energy Co., Class B                                                              25,500
                 ----------------------------------------------------------------------------------
           900   Diamond Shamrock, Inc.                                                                     23,175
                 ----------------------------------------------------------------------------------
         4,000   (a)Numac Energy, Inc.                                                                      23,500
                 ----------------------------------------------------------------------------------
         1,800   Southwest Gas Corp.                                                                        27,450
                 ----------------------------------------------------------------------------------
         2,000   (a)Tide West Oil Co.                                                                       22,000
                 ----------------------------------------------------------------------------------
         5,900   (a)Wainoco Oil Corp.                                                                       28,763
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     150,388
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL--3.3%
                 ----------------------------------------------------------------------------------
         1,600   (a)Acceptance Insurance Cos., Inc.                                                         23,000
                 ----------------------------------------------------------------------------------
         1,600   Allied Capital Commercial                                                                  26,600
                 ----------------------------------------------------------------------------------
         1,000   Allied Group, Inc.                                                                         25,500
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINANCIAL--CONTINUED
                 ----------------------------------------------------------------------------------
         1,100   Centura Banks, Inc.                                                                 $      23,650
                 ----------------------------------------------------------------------------------
         2,400   City National Corp.                                                                       22,800
                 ----------------------------------------------------------------------------------
         1,300   Comdisco, Inc.                                                                             27,787
                 ----------------------------------------------------------------------------------
         1,300   Commerce Bancorp., Inc.                                                                    23,400
                 ----------------------------------------------------------------------------------
         1,100   Fremont General Corp.                                                                      25,437
                 ----------------------------------------------------------------------------------
           700   GFC Financial Corp.                                                                        20,650
                 ----------------------------------------------------------------------------------
         3,400   Hibernia Corp., Class A                                                                    26,775
                 ----------------------------------------------------------------------------------
         2,300   Hilb Rogal & Hamilton Co.                                                                  25,875
                 ----------------------------------------------------------------------------------
         1,300   Money Stores, Inc.                                                                         23,075
                 ----------------------------------------------------------------------------------
         1,200   (a)Mutual Assurance, Inc.                                                                  33,600
                 ----------------------------------------------------------------------------------
         1,800   North Fork Bancorp, Inc.                                                                  25,200
                 ----------------------------------------------------------------------------------
           700   PHH Corp.                                                                                  24,588
                 ----------------------------------------------------------------------------------
           600   Protective Life Corp.                                                                      26,100
                 ----------------------------------------------------------------------------------
           800   Provident Bancorp, Inc.                                                                    24,200
                 ----------------------------------------------------------------------------------
         1,100   Southern National Corp.                                                                    20,213
                 ----------------------------------------------------------------------------------
           600   TCF Financial Corp.                                                                        22,125
                 ----------------------------------------------------------------------------------
         1,300   Uslico Corp.                                                                               26,000
                 ----------------------------------------------------------------------------------
         1,200   Washington National Corp.                                                                  24,000
                 ----------------------------------------------------------------------------------
         1,400   Webb (Del) Corp.                                                                           23,100
                 ----------------------------------------------------------------------------------
           900   WestAmerica Bancorporation                                                                27,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     571,125
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.3%
                 ----------------------------------------------------------------------------------
         1,300   (a)Advantage Health Corp.                                                                  38,350
                 ----------------------------------------------------------------------------------
         1,100   (a)Bio Rad Laboratories, Inc., Class A                                                     30,525
                 ----------------------------------------------------------------------------------
         1,100   (a)Genesis Health Ventures, Inc.                                                           31,075
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,300   ICN Pharmaceuticals                                                                 $      29,087
                 ----------------------------------------------------------------------------------
         1,100   (a)Sierra Health Services, Inc.                                                            33,825
                 ----------------------------------------------------------------------------------
         1,000   (a)Universal Health Services, Inc., Class B                                                25,000
                 ----------------------------------------------------------------------------------
         1,100   West, Inc.                                                                                28,738
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     216,600
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--2.1%
                 ----------------------------------------------------------------------------------
           600   AGCO Corp.                                                                                 27,375
                 ----------------------------------------------------------------------------------
           700   Blount, Inc., Class A                                                                      31,325
                 ----------------------------------------------------------------------------------
         1,400   Borden Chemicals & Plastics, L.P.                                                          30,625
                 ----------------------------------------------------------------------------------
         1,100   Borg-Warner Automotive                                                                    25,850
                 ----------------------------------------------------------------------------------
         1,700   Brush Wellman, Inc.                                                                        25,712
                 ----------------------------------------------------------------------------------
         1,000   Butler Manufacturing Co.                                                                  34,000
                 ----------------------------------------------------------------------------------
         1,300   Castle (A.M.) & Co.                                                                        16,900
                 ----------------------------------------------------------------------------------
         1,500   Commercial Intertech Corp.                                                                 24,000
                 ----------------------------------------------------------------------------------
         1,500   (a)Galey & Lord, Inc.                                                                      24,000
                 ----------------------------------------------------------------------------------
           700   Pittway Corp., Class A                                                                     27,038
                 ----------------------------------------------------------------------------------
         1,700   (a)Smith International, Inc.                                                               22,950
                 ----------------------------------------------------------------------------------
         2,700   Terra Industries, Inc.                                                                     29,363
                 ----------------------------------------------------------------------------------
         1,500   (a)Western Waste Industries                                                                22,875
                 ----------------------------------------------------------------------------------
         1,100   (a)Wolverine Tube, Inc.                                                                    26,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     368,413
                 ----------------------------------------------------------------------------------  -------------
                 RETAIL TRADE--0.4%
                 ----------------------------------------------------------------------------------
         1,600   Bradlees, Inc.                                                                             22,000
                 ----------------------------------------------------------------------------------
           800   (a)Eckerd Corp.                                                                            22,700
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 RETAIL TRADE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,500   Wolohan Lumber Co.                                                                  $      23,250
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      67,950
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--2.5%
                 ----------------------------------------------------------------------------------
         1,560   (a)Bell Industries, Inc.                                                                   34,320
                 ----------------------------------------------------------------------------------
         1,200   (a)Electronics for Imaging, Inc.                                                           28,200
                 ----------------------------------------------------------------------------------
         1,200   Energen Corp.                                                                              24,000
                 ----------------------------------------------------------------------------------
         1,500   (a)Frame Technology Corp.                                                                  22,500
                 ----------------------------------------------------------------------------------
         1,300   (a)International Rectifier Corp.                                                           28,275
                 ----------------------------------------------------------------------------------
         1,500   (a)Kemet Corp.                                                                             32,438
                 ----------------------------------------------------------------------------------
         1,700   Methode Electronics, Inc., Class A                                                         23,800
                 ----------------------------------------------------------------------------------
         1,700   Pioneer Standard Electronics, Inc.                                                         27,200
                 ----------------------------------------------------------------------------------
         1,400   (a)SCI Systems, Inc.                                                                       25,900
                 ----------------------------------------------------------------------------------
         1,400   (a)Silicon Valley Group, Inc.                                                              28,175
                 ----------------------------------------------------------------------------------
         1,100   (a)Tech-Sym Corp.                                                                          24,063
                 ----------------------------------------------------------------------------------
           900   Tektronix, Inc.                                                                            33,638
                 ----------------------------------------------------------------------------------
         1,100   (a)Tencor Instruments                                                                      48,813
                 ----------------------------------------------------------------------------------
           800   Watkins Johnson Co.                                                                        26,400
                 ----------------------------------------------------------------------------------
         1,800   (a)Western Digital Corp.                                                                   33,300
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     441,022
                 ----------------------------------------------------------------------------------  -------------
                 TRANSPORTATION--0.3%
                 ----------------------------------------------------------------------------------
         1,600   Alaska Air Group, Inc.                                                                     26,200
                 ----------------------------------------------------------------------------------
           700   (a)Wisconsin Central Transportation Corp.                                                  29,050
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      55,250
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.5%+
                 ----------------------------------------------------------------------------------
           800   Buckeye Partners                                                                           26,700
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         1,000   CIPSCO, Inc.                                                                        $      26,750
                 ----------------------------------------------------------------------------------
         1,000   Teppco Partners, L.P.                                                                      26,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      79,950
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL SMALL COMPANY (IDENTIFIED COST, $2,758,809)                                       2,666,338
                 ----------------------------------------------------------------------------------  -------------
                 FOREIGN EQUITY--15.3%
                 ----------------------------------------------------------------------------------
                 AUSTRALIA--0.5%
                 ----------------------------------------------------------------------------------
         2,000   Broken Hill Proprietary Co.                                                                28,712
                 ----------------------------------------------------------------------------------
        19,300   Publishing & Broadcasting                                                                  54,435
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      83,147
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM--0.2%
                 ----------------------------------------------------------------------------------
         1,100   Delhaize-Le Lion                                                                           44,199
                 ----------------------------------------------------------------------------------  -------------
                 FINLAND--0.1%
                 ----------------------------------------------------------------------------------
           200   Kone Corp. 'B'                                                                             21,215
                 ----------------------------------------------------------------------------------  -------------
                 FRANCE--0.5%
                 ----------------------------------------------------------------------------------
           500   Elf Aquitaine                                                                              34,201
                 ----------------------------------------------------------------------------------
           300   LVMH (Moet-Hennessy)                                                                       47,946
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      82,147
                 ----------------------------------------------------------------------------------  -------------
                 GERMANY--0.6%
                 ----------------------------------------------------------------------------------
            50   Allianz AG Holding                                                                         76,193
                 ----------------------------------------------------------------------------------
            50   Daimler Benz AG                                                                            23,631
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      99,824
                 ----------------------------------------------------------------------------------  -------------
                 HONG KONG--0.6%
                 ----------------------------------------------------------------------------------
        16,800   Cheung Kong Holdings                                                                       69,948
                 ----------------------------------------------------------------------------------
         3,300   HSBC Holdings PLC                                                                          36,483
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     106,431
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ITALY--0.1%
                 ----------------------------------------------------------------------------------
           500   Assicurazioni Generali                                                              $      11,541
                 ----------------------------------------------------------------------------------  -------------
                 JAPAN--8.1%
                 ----------------------------------------------------------------------------------
         4,000   Asahi Bank, Ltd.                                                                           46,072
                 ----------------------------------------------------------------------------------
         4,000   Bank of Tokyo, Ltd., Tokyo                                                                 59,813
                 ----------------------------------------------------------------------------------
         3,000   Dai-Ichi Kangyo Bank, Ltd., Tokyo                                                          53,347
                 ----------------------------------------------------------------------------------
         2,000   Fuji Bank, Ltd., Tokyo                                                                     41,223
                 ----------------------------------------------------------------------------------
         5,000   Hitachi, Ltd.                                                                              49,356
                 ----------------------------------------------------------------------------------
         2,000   Industrial Bank of Japan, Ltd., Tokyo                                                      55,570
                 ----------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             53,044
                 ----------------------------------------------------------------------------------
        11,000   Kawasaki Heavy Industries                                                                  50,457
                 ----------------------------------------------------------------------------------
         4,000   Kirin Brewery Co., Ltd.                                                                    42,435
                 ----------------------------------------------------------------------------------
         3,000   Matsushita Electric Industrial Co.                                                         46,375
                 ----------------------------------------------------------------------------------
         2,000   Mitsubishi Bank                                                                            44,658
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Corp.                                                                           53,347
                 ----------------------------------------------------------------------------------
         8,000   Mitsubishi Heavy Industries                                                                59,328
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Trust & Banking                                                                 56,580
                 ----------------------------------------------------------------------------------
         5,000   Mitsukoshi, Ltd.                                                                           47,790
                 ----------------------------------------------------------------------------------
        15,000   (a)Nippon Steel Co.                                                                        58,197
                 ----------------------------------------------------------------------------------
            10   Nippon Telegraph & Telephone Corp.                                                         84,870
                 ----------------------------------------------------------------------------------
         3,000   Nomura Securities Co., Ltd.                                                                58,803
                 ----------------------------------------------------------------------------------
         4,000   Sakura Bank, Ltd., Tokyo                                                                   52,943
                 ----------------------------------------------------------------------------------
         3,000   Sumitomo Bank, Ltd., Osaka                                                                 53,650
                 ----------------------------------------------------------------------------------
        13,000   Sumitomo Heavy Industries                                                                  49,780
                 ----------------------------------------------------------------------------------
         4,000   Takeda Chemical Industries                                                                 49,710
                 ----------------------------------------------------------------------------------
         5,000   Tokio Marine & Fire                                                                        57,590
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 JAPAN--CONTINUED
                 ----------------------------------------------------------------------------------
         2,000   Tokyo Electric Power                                                                $      56,580
                 ----------------------------------------------------------------------------------
         8,000   Toshiba Corp.                                                                              55,933
                 ----------------------------------------------------------------------------------
         3,000   Toyota Motor Corp.                                                                         63,956
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,401,407
                 ----------------------------------------------------------------------------------  -------------
                 MALAYSIA--0.2%
                 ----------------------------------------------------------------------------------
        10,000   Tenaga Nasional Berhad                                                                     43,041
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS--0.6%
                 ----------------------------------------------------------------------------------
         1,000   Philips Electronics                                                                        30,244
                 ----------------------------------------------------------------------------------
           700   Royal Dutch Petroleum Co.                                                                  76,038
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     106,282
                 ----------------------------------------------------------------------------------  -------------
                 SINGAPORE--0.2%
                 ----------------------------------------------------------------------------------
        20,000   Singapore Telecommunications, Ltd.                                                         39,877
                 ----------------------------------------------------------------------------------  -------------
                 SPAIN--0.1%
                 ----------------------------------------------------------------------------------
           300   Empresa Nac de Electridad                                                                  13,572
                 ----------------------------------------------------------------------------------  -------------
                 SWEDEN--0.3%
                 ----------------------------------------------------------------------------------
           300   Ericsson LM B-F                                                                            16,518
                 ----------------------------------------------------------------------------------
         2,000   Volvo (AB), Series B                                                                       38,476
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      54,994
                 ----------------------------------------------------------------------------------  -------------
                 SWITZERLAND--0.4%
                 ----------------------------------------------------------------------------------
           150   Sandoz AG                                                                                  77,004
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM--2.8%
                 ----------------------------------------------------------------------------------
         8,000   British Petroleum PLC                                                                      53,241
                 ----------------------------------------------------------------------------------
         9,000   British Telecom PLC                                                                        53,555
                 ----------------------------------------------------------------------------------
        12,000   Coats Viyella PLC                                                                          38,710
                 ----------------------------------------------------------------------------------
         4,000   Eastern Electricity PLC                                                                    50,266
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UNITED KINGDOM--CONTINUED
                 ----------------------------------------------------------------------------------
        20,000   Hanson PLC                                                                          $      73,598
                 ----------------------------------------------------------------------------------
         4,000   Midlands Electricity PLC                                                                   48,356
                 ----------------------------------------------------------------------------------
         3,800   RMC Group PLC                                                                              59,416
                 ----------------------------------------------------------------------------------
        10,000   Williams Holdings PLC                                                                      55,042
                 ----------------------------------------------------------------------------------
         4,000   Wolseley PLC                                                                               47,917
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     480,101
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $2,749,040)                                      2,664,782
                 ----------------------------------------------------------------------------------  -------------
                 CLOSED-END REGISTERED INVESTMENT COMPANIES--2.2%
                 ----------------------------------------------------------------------------------
         4,500   (a)First Iberian Fund, Inc.                                                                33,187
                 ----------------------------------------------------------------------------------
         9,200   France Growth Fund, Inc.                                                                   90,850
                 ----------------------------------------------------------------------------------
         7,500   Germany Fund, Inc.                                                                         85,312
                 ----------------------------------------------------------------------------------
         6,700   Italy Fund, Inc.                                                                           54,438
                 ----------------------------------------------------------------------------------
         1,900   Malaysia Fund, Inc.                                                                        38,238
                 ----------------------------------------------------------------------------------
         4,000   Swiss Helvetia Fund, Inc.                                                                  74,500
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CLOSED-END REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $416,939)                                                               376,525
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL STOCKS (IDENTIFIED COST, $9,685,844)                                              9,233,417
                 ----------------------------------------------------------------------------------  -------------
   PRINCIPAL
    AMOUNT
- ---------------  ----------------------------------------------------------------------------------
BONDS--30.1%
- ---------------------------------------------------------------------------------------------------
                 TREASURY--7.6%
                 ----------------------------------------------------------------------------------
$    1,400,000   United States Treasury Bond, 7.50%, 11/15/2024
                 (IDENTIFIED COST, $1,311,625)                                                           1,324,708
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 MORTAGE-BACKED SECURITIES--5.0%
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--5.0%
                 ----------------------------------------------------------------------------------
$      216,660   Federal Home Loan Mortgage Corporation, Pool E58069, 7.00%,
                 4/1/2009                                                                            $     203,588
                 ----------------------------------------------------------------------------------
       425,733   Federal National Mortgage Association, Pool 296711, 8.00%,
                 10/1/2024                                                                                 408,031
                 ----------------------------------------------------------------------------------
       254,832   Government National Mortgage Association, Pool 407068, 8.50%,
                 10/15/2024                                                                                250,209
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $858,777)                              861,828
                 ----------------------------------------------------------------------------------  -------------
                 HIGH YIELD--4.4%
                 ----------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.3%
                 ----------------------------------------------------------------------------------
        50,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                    50,375
                 ----------------------------------------------------------------------------------  -------------
                 BUSINESS EQUIPMENT & SERVICES--0.4%
                 ----------------------------------------------------------------------------------
        75,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                              70,875
                 ----------------------------------------------------------------------------------  -------------
                 CABLE T.V.--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                        45,000
                 ----------------------------------------------------------------------------------  -------------
                 CHEMICALS & PLASTICS--0.4%
                 ----------------------------------------------------------------------------------
        50,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                               48,250
                 ----------------------------------------------------------------------------------
        50,000   G-I Holdings, Sr. Disc. Note, 10/1/98                                                      30,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      78,625
                 ----------------------------------------------------------------------------------  -------------
                 CLOTHING & TEXTILES--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                                 44,188
                 ----------------------------------------------------------------------------------  -------------
                 CONTAINER & GLASS PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                     50,250
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL INTERMEDIARIES--0.4%
                 ----------------------------------------------------------------------------------
        75,000   American Life Holding Co., Sr. Sub. Note, 11.25%, 9/15/2004                                74,445
                 ----------------------------------------------------------------------------------  -------------
                 FOOD & DRUG RETAILERS--0.4%
                 ----------------------------------------------------------------------------------
        50,000   (a)Grand Union Co., Sr. Sub. Note, 12.25%, 7/15/2002                                       19,937
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 HIGH YIELD--CONTINUED
                 ----------------------------------------------------------------------------------
                 FOOD & DRUG RETAILERS--CONTINUED
                 ----------------------------------------------------------------------------------
 $      50,000   Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003                              $      43,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      63,312
                 ----------------------------------------------------------------------------------  -------------
                 FOOD SERVICES--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                               45,875
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                          46,000
                 ----------------------------------------------------------------------------------  -------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 ----------------------------------------------------------------------------------
        50,000   American Standard, Inc., Sr. Sub. Disc. Deb., 0/10.50%, 6/1/2005                           31,875
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003                                     49,750
                 ----------------------------------------------------------------------------------  -------------
                 STEEL--0.5%
                 ----------------------------------------------------------------------------------
        50,000   GS Technologies Operating Co., Inc., Sr. Note, 12.00%, 9/1/2004                            50,125
                 ----------------------------------------------------------------------------------
        50,000   Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                  45,000
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      95,125
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS & CELLULAR--0.1%
                 ----------------------------------------------------------------------------------
        50,000   NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            21,625
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $828,634)                                              767,320
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.3%
                 ----------------------------------------------------------------------------------
                 ELECTRONIC & ELECTRIC--0.3%
                 ----------------------------------------------------------------------------------
        40,000   General Instruments Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $54,300)                                                                 54,419
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--12.8%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.2%
                 ----------------------------------------------------------------------------------
        50,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                              $      41,040
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM FRANC--0.4%
                 ----------------------------------------------------------------------------------
     1,200,000   Belgian Government, Foreign Government Guarantee, 10.00%,
                 4/6/96                                                                                     38,805
                 ----------------------------------------------------------------------------------
     1,000,000   Belgium Kingdom, 7.75%, 10/15/2004                                                         29,898
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      68,703
                 ----------------------------------------------------------------------------------  -------------
                 CANADIAN DOLLAR--0.7%
                 ----------------------------------------------------------------------------------
       175,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                               124,415
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--2.9%
                 ----------------------------------------------------------------------------------
       125,000   Bundesobligation, 8.875%, 1/22/96                                                          82,137
                 ----------------------------------------------------------------------------------
       250,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 161,490
                 ----------------------------------------------------------------------------------
       500,000   KFW International Finance, 7.00%, 5/12/2000                                                90,102
                 ----------------------------------------------------------------------------------
       250,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         161,521
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     495,250
                 ----------------------------------------------------------------------------------  -------------
                 FRENCH FRANC--1.0%
                 ----------------------------------------------------------------------------------
       500,000   France O.A.T., 8.50%, 11/25/2002                                                           96,523
                 ----------------------------------------------------------------------------------
       400,000   France O.A.T., 9.80%, 1/30/96                                                              77,018
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     173,541
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.7%
                 ----------------------------------------------------------------------------------
   100,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                   62,640
                 ----------------------------------------------------------------------------------
   100,000,000   Buoni Poliennali Del Tes, 8.50%, 8/1/99                                                    55,040
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     117,680
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--3.7%
                 ----------------------------------------------------------------------------------
    18,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         206,359
                 ----------------------------------------------------------------------------------
    40,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     434,452
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 JAPANESE YEN--CONTINUED
                 ----------------------------------------------------------------------------------
                 Total                                                                               $     640,811
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS GUILDER--0.9%
                 ----------------------------------------------------------------------------------
       150,000   Netherlands Government, 5.75%, 1/15/2004                                                   75,981
                 ----------------------------------------------------------------------------------
       125,000   Netherlands Government, 6.00%, 4/15/95                                                     71,134
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     147,115
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.7%
                 ----------------------------------------------------------------------------------
    18,000,000   Spain (Government), 8.30%, 12/15/98                                                       126,133
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM POUND--1.6%
                 ----------------------------------------------------------------------------------
       175,000   UK Conversion, 9.00%, 3/3/2000                                                            280,631
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $2,244,750)                                             2,215,319
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $5,298,086)                                               5,223,594
                 ----------------------------------------------------------------------------------  -------------
   PRINCIPAL
    AMOUNT
- ---------------  ----------------------------------------------------------------------------------
CASH EQUIVALENTS--17.6%**
- ---------------------------------------------------------------------------------------------------
    $1,500,000   U.S. Treasury Bill, 1/26/95 (IDENTIFIED COST, $1,488,567)                               1,488,105
                 ----------------------------------------------------------------------------------  -------------
     1,570,000   ***J.P. Morgan Securities, Inc., 5.77%, dated 11/28/94, due 12/5/94
                 (at amortized cost)                                                                     1,570,000
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CASH EQUIVALENTS                                                                  3,058,105
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $18,042,497)                                    $  17,515,116+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


The following abbreviations are used in this portfolio:



ADR -- American Depository Receipts
PLC -- Public Limited Company
REIT -- Real Estate Investment Trust



 (a) Non-income producing.



FEDERATED MANAGED AGGRESSIVE GROWTH FUND
- --------------------------------------------------------------------------------



  The cost for federal income tax purposes amounts to $18,047,892. The net
  unrealized depreciation on a federal tax cost basis amounts to $532,776, and
  is comprised of $181,640 appreciation and $714,416 depreciation at November
  30, 1994.



 The Fund's overall exposure to utility stocks is 2.1%



  * The Fund's overall exposure to stocks is 63.5%, after adjustment for the
    use of S & P 500 and S & P Midcap futures contracts.



 ** The Fund holds cash equivalents as collateral for the S & P 500 futures
    contracts with a market value of $1,363,425. Consequently, the Fund's
    exposure to large cap stocks is 28.1% of the Fund. The Fund holds cash
    equivalents as collateral for the S & P Midcap futures contracts with a
    market value of $424,075. Consequently, the Fund's exposure to small cap
    stocks is 17.8% 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.



Note: The categories of investments are shown as a percentage of net assets
($17,368,755) at
      November 30, 1994.



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



FEDERATED MANAGED AGGRESSIVE GROWTH FUND
NOTES TO PORTFOLIO OF INVESTMENTS


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



GRAND UNION COMPANY



On January 17, 1995, The Grand Union Company announced that it would default on
its
January 15, 1995, interest payment. The company is currently in negotiations
with bondholders on a restructuring plan. Fund management is unable to predict
the outcome or timing of these proceedings.


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                        <C>        <C>
ASSETS:
- ----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $18,042,497 and tax cost, $18,047,892)          $ 17,515,116
- ----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $32,289)                                           32,138
- ----------------------------------------------------------------------------------------------------
Cash                                                                                                         3,501
- ----------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          126,114
- ----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                         7,873
- ----------------------------------------------------------------------------------------------------
Receivable for Fund Shares sold                                                                              7,832
- ----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                           27,820
- ----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                        17,720,394
- ----------------------------------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------------------------------------
Payable for investments purchased                                                          $ 252,786
- -----------------------------------------------------------------------------------------
Payable for Fund shares repurchased                                                           24,318
- -----------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                         7,886
- -----------------------------------------------------------------------------------------
Payable for futures variation margin                                                           7,850
- -----------------------------------------------------------------------------------------
Tax withholding liability                                                                      1,362
- -----------------------------------------------------------------------------------------
Accrued expenses                                                                              57,437
- -----------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                      351,639
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 1,768,457 shares of beneficial interest outstanding                                    $ 17,368,755
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                       $ 17,750,898
- ----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities in
foreign currency, and futures contracts                                                                   (566,386)
- ----------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                       63,908
- ----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        120,335
- ----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                  $ 17,368,755
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- ----------------------------------------------------------------------------------------------------
Institutional Service Shares ($15,695,806 / 1,597,720 shares of beneficial interest outstanding)             $9.82
- ----------------------------------------------------------------------------------------------------  ------------
Select Shares ($1,672,949 / 170,737 shares of beneficial interest outstanding)                               $9.80
- ----------------------------------------------------------------------------------------------------  ------------
</TABLE>


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



FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF OPERATIONS


PERIOD ENDED NOVEMBER 30, 1994*


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


<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $821)                                                           $ 218,824
- ---------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $2,738)                                                            71,034
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income                                                                                  289,858
- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------
Investment advisory fee                                                                         $  50,507
- ----------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                          41,617
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            47,616
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                           12,063
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          2,444
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       6,245
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                5,115
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  4,994
- ----------------------------------------------------------------------------------------------
Taxes                                                                                                  30
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                             1,514
- ----------------------------------------------------------------------------------------------
Distribution services fee                                                                           4,543
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                       4,615
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                181,303
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                    $  50,507
- -----------------------------------------------------------------------------------
Waiver of distribution services fee                                                      1,514
- -----------------------------------------------------------------------------------
Reimbursement of other operating expenses                                               65,000    117,021
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                              64,282
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                225,576
- ---------------------------------------------------------------------------------------------------------  ---------
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)                                                                                                   75,474
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of assets and
liabilities in foreign currency, and futures contracts                                                      (566,386)
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts         (490,912)
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $(265,336)
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>


 *For the period from January 27, 1994 (start of business) to November 30, 1994.



(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
                                                                                             NOVEMBER 30, 1994*

- ----------------------------------------------------------------------------------------  ------------------------
<S>                                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------

OPERATIONS--
- ----------------------------------------------------------------------------------------
Net investment income                                                                          $      225,576
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures
contracts ($31,171 net gain, as computed for federal tax purposes)                                     75,474
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures
contracts                                                                                            (566,386)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets resulting from operations                                                  (265,336)
- ----------------------------------------------------------------------------------------  ------------------------

DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (107,045)
- ----------------------------------------------------------------------------------------
     Select Shares                                                                                     (9,749)
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets from distributions to shareholders                                    (116,794)
- ----------------------------------------------------------------------------------------  ------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       18,841,563
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                      54,330
- ----------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (1,145,008)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets from Fund share transactions                                             17,750,885
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets                                                                     17,368,755
- ----------------------------------------------------------------------------------------

NET ASSETS:
- ----------------------------------------------------------------------------------------
Beginning of period                                                                                  --
- ----------------------------------------------------------------------------------------  ------------------------
End of period (including undistributed net investment income of $120,335)                      $   17,368,755
- ----------------------------------------------------------------------------------------  ------------------------

*For the period from January 27, 1994 (start of business) to November 30, 1994.

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

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS


NOVEMBER 30, 1994


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



(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.



D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     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 November 30, 1994, the
     Fund had a realized gain of $107,779 on futures contracts.



     At November 30, 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>
March 1995            3 S&P Midcap        Long                975
December 1994         2 S&P Midcap        Long             (7,925)
December 1994           5 S&P 500         Long            (30,132)
March 1995              1 S&P 500         Long             (1,050)
                                                   -----------------
Net Unrealized Appreciation (Depreciation) on
Futures Contracts                                         (38,132)
                                                   -----------------
</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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                                      <C>        <C>                                   <C>
Agency                                        3.7%  Electronics & Electric                     1.1%
Automotive                                     0.7  Energy                                      1.1
Banking                                        2.8  Food & Drug Retailers                       0.2
Beverage & Tobacco                             0.2  Insurance                                   0.8
Broadcast Radio & TV                           0.3  Machinery & Equipment                       1.0
Brokerage & Investment Houses                  0.3  Pharmaceuticals                             0.4
Building & Development                         1.3  Retailers                                   0.6
Chemical                                       0.3  Sovereign                                   7.4
Clothing & Textiles                            0.2  State/Provincial                            0.2
Consumer Products                              0.3  Steel                                       0.3
Diversified                                    0.7  Supranational                               1.2
Electric Utilities                             1.0  Telecommunication & Cellular                1.2
</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 not to exceed a period of five
     years from the Fund's commencement date.



J.   RECLASSIFICATION--During the period ended November 30, 1994, the Fund
     adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These difference are due to
     differing treatments for foreign currency and futures transactions.
     Amounts as of November 30, 1994 have been reclassified to reflect an
     increase in paid-in capital of $13, an increase in undistributed net
     investment income of, $11,553, and a decrease in accumulated net realized
     gain (loss) of $11,566. Net investment income, net realized gains, and net
     assets were not affected by this change.



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 NOVEMBER 30,
<S>                                                                            <C>         <C>
                                                                                         1994*

<CAPTION>
INSTITUTIONAL SERVICE SHARES                                                     SHARES       DOLLARS
<S>                                                                            <C>         <C>
- -----------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                     1,703,344  $  17,093,888
- -----------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                      4,919         49,959
- -----------------------------------------------------------------------------
Shares redeemed                                                                  (110,543)    (1,106,095)
- -----------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Institutional Service
     share transactions                                                         1,597,720  $  16,037,752
- -----------------------------------------------------------------------------  ----------  -------------
<CAPTION>

                                                                               PERIOD ENDED NOVEMBER 30,
                                                                                         1994*
SELECT SHARES                                                                    SHARES       DOLLARS
<S>                                                                            <C>         <C>
- -----------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                       174,124  $   1,747,675
- -----------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                        431          4,371
- -----------------------------------------------------------------------------
Shares redeemed                                                                    (3,818)       (38,913)
- -----------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Select share transactions                          170,737  $   1,713,133
- -----------------------------------------------------------------------------  ----------  -------------
          Total net change resulting from Fund share transactions               1,768,457  $  17,750,885
- -----------------------------------------------------------------------------  ----------  -------------
</TABLE>


*For the period from January 27, 1994 (start of business) to November 30, 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 waived a
portion of its fee to comply with certain state expense limitations. The
Adviser may voluntarily choose to waive the remainder of its fee and reimbursed
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 on an annualized basis. 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
each class of shares for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts. For the
period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer 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 ($36,187) and start-up
administrative service expenses ($39,069) were borne initially by the Adviser.
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 November 30,
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
November 30, 1994, were as follows:


<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $  24,234,820
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $   7,764,063
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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



To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST:
(Federated Managed Aggressive Growth Fund):



We have audited the accompanying statement of assets and liabilities of
Federated Managed Aggressive Growth Fund (an investment portfolio of Managed
Series Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of November 30, 1994, and the related statements of
operations and changes in net assets, and the financial highlights (see pages 2
and 27 of the prospectus) for the period from January 27, 1994 (start of
business) to November 30, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.



We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Aggressive Growth Fund (an investment portfolio of Managed
Series Trust) as of November 30, 1994, and the results of its operations, the
changes in its net assets, and its financial highlights for the period from
January 27, 1994 (start of business) to November 30, 1994, in conformity with
generally accepted accounting principles.



                                                             ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
January 17, 1995


<PAGE>

                       THIS PAGE INTENTIONALLY LEFT BLANK

APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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

Independent Public Accountants
                    Arthur Andersen LLP                                    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 January 31, 1995


[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779

56166K 701
3122009A-SS (1/95)

[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  Managed Series Trust
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund



Federated Managed Aggressive Growth Fund

[Logo]
Lifecycle Investing
From Federated Investors

Select Shares

Federated Managed Aggressive Growth Fund
is part of Managed Series Trust,
a lifecycle investing program
from Federated Investors

Other funds available in Managed
Series Trust are Federated Managed Income
Fund, Federated Managed Growth and Income
Fund, and Federated Managed Growth Fund

[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors


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 January 31, 1995 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 January 31, 1995

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

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

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

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

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

  Investment Objective                                                         3
  Investment Policies                                                          3
    Asset Allocation                                                           3
    Equity Asset Categories                                                    4
      Large Company Stocks                                                     4
      Small Company Stocks                                                     4
        Investment Risks                                                       5
      Foreign Stocks                                                           5
      Equity Reserves                                                          5
    Bond Asset Categories                                                      5
      U.S. Treasury Securities                                                 6
      Mortgage-Backed Securities                                               6
      Investment-Grade Corporate Bonds                                         6
      High Yield Corporate Bonds                                               6
        Investment Risks                                                       6
      Foreign Bonds                                                            7
    Acceptable Investments                                                     7
      Equity Securities                                                        7
      Foreign Securities                                                       7
        Investment Risks                                                       7
      Equity Reserves                                                          8
        Repurchase Agreements                                                  8
      Convertible Securities                                                   8
      U.S. Treasury and Other U.S.
        Government Securities                                                  8
      Mortgage-Backed Securities                                               8
        Collateralized Mortgage Obligations ("CMOs")                           9
        Real Estate Mortgage Investment
          Conduits ("REMICs")                                                  9
        Characteristics of Mortgage-Backed
          Securities                                                           9
      Corporate Bonds                                                         10
    Investing in Securities of Other Investment
      Companies                                                               11
    Restricted and Illiquid Securities                                        11
    When-Issued and Delayed Delivery
      Transactions                                                            11
    Lending of Portfolio Securities                                           11
    Foreign Currency Transactions                                             11
      Currency Risks                                                          12
    Forward Foreign Currency Exchange Contracts                               12
    Options                                                                   12
    Futures and Options on Futures                                            13
      Risks                                                                   14
    Portfolio Turnover                                                        14
  Investment Limitations                                                      14

TRUST INFORMATION                                                             14
- ------------------------------------------------------

  Management of the Trust                                                     14
    Board of Trustees                                                         14
    Investment Adviser                                                        15
      Advisory Fees                                                           15
      Adviser's Background                                                    15
  Distribution of Select Shares                                               17
    Distribution and Shareholder
      Services Plans                                                          17
    Other Payments to Financial Institutions                                  18
  Administration of the Fund                                                  18
    Administrative Services                                                   18
    Custodian                                                                 18
    Transfer Agent and Dividend Disbursing Agent                              18

    Independent Public Accountants                                            18

  Brokerage Transactions                                                      19
  Expenses of the Fund and Select Shares                                      19

NET ASSET VALUE                                                               19
- ------------------------------------------------------

INVESTING IN SELECT SHARES                                                    20
- ------------------------------------------------------

  Share Purchases                                                             20
    Through a Financial Institution                                           20
    By Wire                                                                   20
    By Mail                                                                   20
  Minimum Investment Required                                                 20
  What Shares Cost                                                            20
  Subaccounting Services                                                      21
  Systematic Investment Program                                               21
  Certificates and Confirmations                                              21
  Dividends                                                                   21
  Capital Gains                                                               21

REDEEMING SELECT SHARES                                                       22
- ------------------------------------------------------

  Through a Financial Institution                                             22
  Telephone Redemption                                                        22
  Written Requests                                                            22
    Signatures                                                                22
    Receiving Payment                                                         23
  Systematic Withdrawal Program                                               23
  Accounts with Low Balances                                                  23

SHAREHOLDER INFORMATION                                                       24
- ------------------------------------------------------

  Voting Rights                                                               24
  Massachusetts Partnership Law                                               24

TAX INFORMATION                                                               24
- ------------------------------------------------------

  Federal Income Tax                                                          24
  Pennsylvania Corporate and
    Personal Property Taxes                                                   24

PERFORMANCE INFORMATION                                                       25
- ------------------------------------------------------

OTHER CLASSES OF SHARES                                                       25
- ------------------------------------------------------

  Financial Highlights--Institutional Service Shares                          26


FINANCIAL STATEMENTS                                                          27


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


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                      54
- ------------------------------------------------------

APPENDIX                                                                      55
- ------------------------------------------------------

ADDRESSES                                                                     58
- ------------------------------------------------------

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 average net assets)
Management Fee (after waiver) (1).........................................................................       0.00%
12b-1 Fee (after waiver) (2)..............................................................................       0.50%
Total Other Expenses (after expense reimbursement)........................................................       1.25%
    Shareholder Services Fee...................................................................       0.25%
         Total Select Shares Operating Expenses (3).......................................................       1.75%
</TABLE>

(1) The management fee has been reduced to reflect the voluntary waiver 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 maximum 12b-1 fee is 0.75%.


(3) The Total Select Shares Operating Expenses in the table above are based on
    expenses expected during the fiscal year ending November 30, 1995. The Total
    Select Share Operating Expenses were 1.64% for the fiscal year ended
    November 30, 1994 and were 3.61% absent the waiver of the management fee, a
    portion of the 12b-1 fee and the voluntary reimbursement of certain other
    operating expenses.


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

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

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

    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."


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--SELECT SHARES


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


(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


Reference is made to the Report of Independent Public Accountants on page 54.


<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                              NOVEMBER 30, 1994*
<S>                                                                                          <C>
- -------------------------------------------------------------------------------------------  ---------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $   10.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.13
- -------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments, foreign currency
  transactions, and futures contracts                                                                  (0.25)
- -------------------------------------------------------------------------------------------         --------
  Total from investment operations                                                                     (0.12)
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                 (0.08)
- -------------------------------------------------------------------------------------------         --------
NET ASSET VALUE, END OF PERIOD                                                                     $    9.80
- -------------------------------------------------------------------------------------------         --------
TOTAL RETURN**                                                                                         (1.20%)
- -------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------
  Expenses                                                                                              1.64%(a)
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 2.67%(a)
- -------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                      1.97%(a)
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                             $1,673
- -------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                 77%
- -------------------------------------------------------------------------------------------
</TABLE>


 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to November 30, 1994. For the period from January 27, 1994 (start
   of business) to May 24, 1994, the Fund had no investment activity.



 ** 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) The Adviser waived $6,858 of the investment advisory fee, which represents
    0.11% of average net assets, to comply with certain state expense
    limitations. The remainder of the waiver/reimbursement was voluntary. This
    expense decrease is reflected in both the expense and net investment income
    ratios shown above.



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



Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


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 equities. 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:
equities and bonds. 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 equities. The
equities asset categories are large company stocks, small company stocks,
foreign stocks, and equity reserves.


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>
EQUITIES                                            60-100%
Large Company Stocks                                 0-100%
Small Company Stocks                                  0-40%
Foreign Stocks                                        0-40%
Equity Reserves                                       0-20%
BONDS                                                 0-40%
U.S. Treasury Securities                            0-32.5%
Mortgage-Backed Securities                          0-12.5%
Investment-Grade Corporate Bonds                    0-12.5%
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
equities 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 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, small company stocks may decline in price as
         large company stocks rise in price 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. American Depository Receipts ("ADRs"), including dollar
     denominated ADRs which are issued by domestic banks and traded in the
     United States on exchanges or over-the-counter, are treated as foreign
     stocks for purposes of the asset category ranges. The Fund may invest up to
     40 percent of its total assets in foreign stocks.


     EQUITY RESERVES.  When the adviser believes that a temporary defensive
     position is desirable, the Fund may invest in equity reserves. Equity
     reserves will be used to adjust the risk level of the equity portion of the
     Fund in response to market conditions. Equity reserves will consist of U.S.
     and foreign short-term money market instruments such as commercial paper
     rated A-1 by Standard and Poor's Ratings Group, Prime-1 by Moody's
     Investors Service, Inc., or F-1 by Fitch Investors Service, Inc. The Fund
     may invest up to 20 percent of its total assets in equity 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. The prices of fixed income securities fluctuate
inversely to the direction of interest rates. 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 32.5 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 12.5 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 12.5 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. 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.

     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.

         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.


     FOREIGN BONDS.  Foreign bonds are high-quality debt securities of countries
     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 countries 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 Ratings Group (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.

     EQUITY RESERVES.  The Fund's equity 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.


     CONVERTIBLE SECURITIES.  Convertible securities are fixed-income securities
     which may be exchanged or converted into a predetermined number of the
     issuer's underlying common stock at the option of the holder during a
     specified time period. Convertible securities may take the form of
     convertible preferred stock, convertible bonds or debentures, units
     consisting of "usable" bonds and warrants or a combination of the features
     of several of these securities. The investment characteristics of each
     convertible security vary widely, which allows convertible securities to be
     employed for different investment objectives. The adviser may treat
     convertible securities as large company stocks, small company stocks, or
     high yield bonds for purposes of the asset category ranges, depending upon
     current market conditions, including the relationship of the then-current
     price to the conversion price. The convertible securities in which the Fund
     invests may be rated "high yield" or of comparable quality at the time of
     purchase.


     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 an 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 or 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 Ratings Group (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.

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

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

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend 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.


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


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. The Fund will not invest more than 40% of its total assets in
forward foreign currency exchange contracts.


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. Interest rate
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 utilize stock index futures to
handle cash flows into and out of the Fund and to potentially reduce
transactional costs.

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 $70 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 Fund 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 senior 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.


     Frederick L. Plautz is the portfolio manager for the domestic large company
     stocks asset category and the portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Plautz joined Federated Investors in 1990 and has been a Vice
     President of the Fund's investment adviser since October 1994. Prior to
     this, Mr. Plautz served as an Assistant Vice President of the investment
     adviser. Mr. Plautz was a portfolio manager at Banc One Asset Management
     Corp. from 1986 until 1990. Mr. Plautz received his M.S. in Finance from
     the University of Wisconsin.


     James Grefenstett is the co-portfolio manager for the domestic small
     company stocks asset category. He has served in this capacity since August
     1994. Mr. Grefenstett joined Federated Investors in 1992 and has been an
     Assistant Vice President of the Fund's investment adviser since 1994. From
     1992 until 1994, Mr. Grefenstett acted as an investment analyst. Mr.
     Grefenstett was a credit analyst at Westinghouse Credit Corp. from 1990
     until 1992, and an investment officer at Pittsburgh National Bank from 1987
     until 1990. Mr. Grefenstett is a Chartered Financial Analyst and received
     his M.B.A. in Finance from Carnegie Mellon University.


     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 and has been
     a Vice President of the Fund's investment adviser since January, 1994.
     Prior to this, Mr. Bauer served 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.

     Thomas M. Franks is the portfolio manager for the equity 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.

     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 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.

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.


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.


ADMINISTRATION OF THE FUND

ADMINISTRATIVE SERVICES.  Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the 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.

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.


INDEPENDENT PUBLIC ACCOUNTANTS.  The independent public accountants for the Fund

are Arthur Andersen LLP, Pittsburgh, Pennsylvania.

BROKERAGE TRANSACTIONS

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

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 reserve the right to allocate
certain other expenses to holders of Shares as they deem appropriate ("Class
Expenses"). In any case, Class Expenses would be limited to: distribution fees;
transfer agent fees as identified by the transfer agent as attributable to
holders of Shares; fees under the Fund's 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.
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: Federated Services Company, c/o 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 and shareholder service expenses borne by shares of each respective
class.

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


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
FINANCIAL HIGHLIGHTS--INSTITUTIONAL SERVICE SHARES


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


(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)


Reference is made to the Report of Independent Public Accountants on page 54.


<TABLE>
<CAPTION>
                                                                                                 PERIOD ENDED
                                                                                              NOVEMBER 30, 1994*
<S>                                                                                          <C>
- -------------------------------------------------------------------------------------------  ---------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                                               $   10.00
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 0.17
- -------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investments,
  foreign currency transactions, and futures contracts                                                 (0.25)
- -------------------------------------------------------------------------------------------         --------
  Total from investment operations                                                                     (0.08)
- -------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
- -------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                 (0.10)
- -------------------------------------------------------------------------------------------         --------
NET ASSET VALUE, END OF PERIOD                                                                     $    9.82
- -------------------------------------------------------------------------------------------         --------
TOTAL RETURN**                                                                                         (0.87%)
- -------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -------------------------------------------------------------------------------------------
  Expenses                                                                                              0.89%(a)
- -------------------------------------------------------------------------------------------
  Net investment income                                                                                 3.42%(a)
- -------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (b)                                                                      1.72%(a)
- -------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)                                                          $  15,696
- -------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                 77%
- -------------------------------------------------------------------------------------------
</TABLE>


 * Reflects operations for the period from May 25, 1994 (date of initial public
   investment) to November 30, 1994. For the period from January 27, 1994 (start
   of business) to May 24, 1994, the Fund had no investment activity.



 ** 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) The Adviser waived $6,858 of the investment advisory fee, which represents
    0.11% of average net assets, to comply with certain state expense
    limitations. The remainder of the waiver/reimbursement was voluntary. This
    expense decrease is reflected in both the expense and net investment income
    ratios shown above.


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


Further information about the Fund's performance is contained in the Fund's
annual report for the period ended November 30, 1994, which can be obtained free
of charge.


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
PORTFOLIO OF INVESTMENTS


NOVEMBER 30, 1994


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--53.2%*
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--20.3%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--1.6%
                 ----------------------------------------------------------------------------------
         1,100   Eastman Chemical Co.                                                                $      51,838
                 ----------------------------------------------------------------------------------
         1,500   Lubrizol Corp.                                                                             47,250
                 ----------------------------------------------------------------------------------
         2,000   Phelps Dodge Corp.                                                                        114,500
                 ----------------------------------------------------------------------------------
         3,200   Praxair, Inc.                                                                              64,800
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     278,388
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.7%
                 ----------------------------------------------------------------------------------
         1,000   Chrysler Corp.                                                                             48,375
                 ----------------------------------------------------------------------------------
         1,600   Eastman Kodak Co.                                                                          73,000
                 ----------------------------------------------------------------------------------
         2,300   Ford Motor Co.                                                                             62,387
                 ----------------------------------------------------------------------------------
         4,000   Mattel, Inc.                                                                              107,000
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     290,762
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--1.6%
                 ----------------------------------------------------------------------------------
         1,000   Avon Products, Inc.                                                                        61,875
                 ----------------------------------------------------------------------------------
         1,600   Philip Morris Cos., Inc.                                                                   95,600
                 ----------------------------------------------------------------------------------
         1,900   Reebok International, Ltd.                                                                 72,913
                 ----------------------------------------------------------------------------------
         7,200   RJR Nabisco Holdings, Conv. Pfd., Series C                                                 48,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     278,988
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--1.0%
                 ----------------------------------------------------------------------------------
         2,800   American Stores Co.                                                                        73,850
                 ----------------------------------------------------------------------------------
         2,100   Sears, Roebuck & Co.                                                                       99,225
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     173,075
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--2.2%
                 ----------------------------------------------------------------------------------
         2,600   Baker Hughes, Inc.                                                                         46,800
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ENERGY--CONTINUED
                 ----------------------------------------------------------------------------------
         2,100   Chevron Corp.                                                                       $      91,612
                 ----------------------------------------------------------------------------------
         1,100   Mapco, Inc.                                                                                55,138
                 ----------------------------------------------------------------------------------
         1,500   Texaco, Inc.                                                                               93,188
                 ----------------------------------------------------------------------------------
         3,400   USX Marathon Group                                                                         61,200
                 ----------------------------------------------------------------------------------
           900   (a)Western Atlas, Inc.                                                                     39,263
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     387,201
                 ----------------------------------------------------------------------------------  -------------
                 FINANCE--3.5%
                 ----------------------------------------------------------------------------------
         1,000   AMLI Residential Properties Trust, REIT                                                    18,375
                 ----------------------------------------------------------------------------------
         1,000   Bankers Trust of New York Corp.                                                            59,250
                 ----------------------------------------------------------------------------------
         1,900   Citicorp                                                                                   79,087
                 ----------------------------------------------------------------------------------
         1,300   Dean Witter, Discover & Co.                                                                45,500
                 ----------------------------------------------------------------------------------
           800   Federal National Mortgage Association                                                      56,900
                 ----------------------------------------------------------------------------------
         2,124   Mellon Bank Corp.                                                                          70,358
                 ----------------------------------------------------------------------------------
         2,400   PNC Financial Corp.                                                                        49,800
                 ----------------------------------------------------------------------------------
         1,100   Providian Corp.                                                                            33,275
                 ----------------------------------------------------------------------------------
         2,400   Ryder Systems, Inc.                                                                        51,900
                 ----------------------------------------------------------------------------------
         1,400   Transamerica Corp.                                                                         66,325
                 ----------------------------------------------------------------------------------
         2,600   Travelers, Inc.                                                                            85,475
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     616,245
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.8%
                 ----------------------------------------------------------------------------------
         1,500   American Home Products Corp.                                                               97,687
                 ----------------------------------------------------------------------------------
         1,400   Becton, Dickinson & Co.                                                                    66,150
                 ----------------------------------------------------------------------------------
         1,400   Bristol-Myers Squibb Co.                                                                   80,850
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,700   U.S. Healthcare, Inc.                                                               $      76,075
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     320,762
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--2.4%
                 ----------------------------------------------------------------------------------
         1,000   Caterpillar, Inc.                                                                          54,000
                 ----------------------------------------------------------------------------------
           600   Deere & Co.                                                                                38,550
                 ----------------------------------------------------------------------------------
         1,500   (a)FMC Corp.                                                                               87,375
                 ----------------------------------------------------------------------------------
         1,100   General Electric Co.                                                                       50,600
                 ----------------------------------------------------------------------------------
         1,200   (a)Litton Industries, Inc.                                                                 40,950
                 ----------------------------------------------------------------------------------
           700   Loews Corp.                                                                                60,463
                 ----------------------------------------------------------------------------------
         1,800   Textron, Inc.                                                                              84,600
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     416,538
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--2.9%
                 ----------------------------------------------------------------------------------
         2,700   General Motors Corp., Class E                                                              99,225
                 ----------------------------------------------------------------------------------
         1,000   Hewlett-Packard Co.                                                                        98,000
                 ----------------------------------------------------------------------------------
           600   International Business Machines Corp.                                                      42,450
                 ----------------------------------------------------------------------------------
         1,900   Martin-Marietta Corp.                                                                      82,413
                 ----------------------------------------------------------------------------------
         1,500   Raytheon Co.                                                                               94,313
                 ----------------------------------------------------------------------------------
         2,300   Rockwell International Corp.                                                               77,913
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     494,314
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--1.6%+
                 ----------------------------------------------------------------------------------
         1,700   AT&T Corp.                                                                                 83,512
                 ----------------------------------------------------------------------------------
           500   British Telecommunications PLC, ADR                                                        29,687
                 ----------------------------------------------------------------------------------
         1,000   Duke Power Co.                                                                             40,750
                 ----------------------------------------------------------------------------------
         1,100   Enron Corp.                                                                                29,700
                 ----------------------------------------------------------------------------------
         2,500   MCI Communications Corp.                                                                   48,750
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 LARGE COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
           700   Telefonos De Mexico, Class L ADR                                                    $      37,100
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     269,499
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL LARGE COMPANY (IDENTIFIED COST, $3,761,056)                                       3,525,772
                 ----------------------------------------------------------------------------------  -------------
                 SMALL COMPANY--15.4%**
                 ----------------------------------------------------------------------------------
                 BASIC INDUSTRY--0.4%
                 ----------------------------------------------------------------------------------
         1,100   (a)Acme Metals, Inc.                                                                       17,875
                 ----------------------------------------------------------------------------------
         1,600   (a)Magma Copper Co.                                                                        25,800
                 ----------------------------------------------------------------------------------
           900   Texas Industries, Inc.                                                                     29,813
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      73,488
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER DURABLES--1.2%
                 ----------------------------------------------------------------------------------
         1,785   Anthony Industries, Inc.                                                                   29,452
                 ----------------------------------------------------------------------------------
         1,300   Arctco, Inc.                                                                               26,000
                 ----------------------------------------------------------------------------------
           900   (a)Champion Enterprises, Inc.                                                              25,537
                 ----------------------------------------------------------------------------------
           700   Polaris Industries Partners, L.P.                                                          31,063
                 ----------------------------------------------------------------------------------
           900   (a)Scientific Games Holding Corp.                                                          38,475
                 ----------------------------------------------------------------------------------
         1,600   SPX Corp.                                                                                  24,800
                 ----------------------------------------------------------------------------------
         1,000   Toro Co.                                                                                   28,000
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     203,327
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER NON-DURABLES--0.5%
                 ----------------------------------------------------------------------------------
         1,100   (a)Cyrk International, Inc.                                                                40,700
                 ----------------------------------------------------------------------------------
         1,000   Haggar Corp.                                                                               21,500
                 ----------------------------------------------------------------------------------
         1,200   Hudson Foods, Inc., Class A                                                                27,150
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      89,350
                 ----------------------------------------------------------------------------------  -------------
                 CONSUMER SERVICES--2.0%
                 ----------------------------------------------------------------------------------
         1,200   (a)APS Holding Corp., Class A                                                              30,375
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 CONSUMER SERVICES--CONTINUED
                 ----------------------------------------------------------------------------------
           900   (a)Carmike Cinemas, Inc.                                                            $      20,250
                 ----------------------------------------------------------------------------------
           800   (a)Devon Group, Inc.                                                                       20,400
                 ----------------------------------------------------------------------------------
           900   Fair Isaac & Co., Inc.                                                                     37,912
                 ----------------------------------------------------------------------------------
         1,250   La Quinta Inns, Inc.                                                                       26,563
                 ----------------------------------------------------------------------------------
           900   (a)Landstar System, Inc.                                                                   22,950
                 ----------------------------------------------------------------------------------
         1,000   Media General, Inc., Class A                                                               29,125
                 ----------------------------------------------------------------------------------
         3,300   (a)Prime Hospitality Corp.                                                                 24,750
                 ----------------------------------------------------------------------------------
         1,600   (a)Revco D. S., Inc.                                                                       36,000
                 ----------------------------------------------------------------------------------
         1,200   Strawbridge & Clothier, Class A                                                            27,600
                 ----------------------------------------------------------------------------------
         1,500   (a)Super Rite Foods Holdings Corp.                                                         17,250
                 ----------------------------------------------------------------------------------
         2,200   (a)The Good Guys, Inc.                                                                     26,400
                 ----------------------------------------------------------------------------------
         2,600   (a)Vitalink Pharmacy Services, Inc.                                                        29,900
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     349,475
                 ----------------------------------------------------------------------------------  -------------
                 ENERGY--0.9%
                 ----------------------------------------------------------------------------------
         1,700   (a)Dekalb Energy Co., Class B                                                              25,500
                 ----------------------------------------------------------------------------------
           900   Diamond Shamrock, Inc.                                                                     23,175
                 ----------------------------------------------------------------------------------
         4,000   (a)Numac Energy, Inc.                                                                      23,500
                 ----------------------------------------------------------------------------------
         1,800   Southwest Gas Corp.                                                                        27,450
                 ----------------------------------------------------------------------------------
         2,000   (a)Tide West Oil Co.                                                                       22,000
                 ----------------------------------------------------------------------------------
         5,900   (a)Wainoco Oil Corp.                                                                       28,763
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     150,388
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL--3.3%
                 ----------------------------------------------------------------------------------
         1,600   (a)Acceptance Insurance Cos., Inc.                                                         23,000
                 ----------------------------------------------------------------------------------
         1,600   Allied Capital Commercial                                                                  26,600
                 ----------------------------------------------------------------------------------
         1,000   Allied Group, Inc.                                                                         25,500
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 FINANCIAL--CONTINUED
                 ----------------------------------------------------------------------------------
         1,100   Centura Banks, Inc.                                                                 $      23,650
                 ----------------------------------------------------------------------------------
         2,400   City National Corp.                                                                        22,800
                 ----------------------------------------------------------------------------------
         1,300   Comdisco, Inc.                                                                             27,787
                 ----------------------------------------------------------------------------------
         1,300   Commerce Bancorp., Inc.                                                                    23,400
                 ----------------------------------------------------------------------------------
         1,100   Fremont General Corp.                                                                      25,437
                 ----------------------------------------------------------------------------------
           700   GFC Financial Corp.                                                                        20,650
                 ----------------------------------------------------------------------------------
         3,400   Hibernia Corp., Class A                                                                    26,775
                 ----------------------------------------------------------------------------------
         2,300   Hilb Rogal & Hamilton Co.                                                                  25,875
                 ----------------------------------------------------------------------------------
         1,300   Money Stores, Inc.                                                                         23,075
                 ----------------------------------------------------------------------------------
         1,200   (a)Mutual Assurance, Inc.                                                                  33,600
                 ----------------------------------------------------------------------------------
         1,800   North Fork Bancorp, Inc.                                                                   25,200
                 ----------------------------------------------------------------------------------
           700   PHH Corp.                                                                                  24,588
                 ----------------------------------------------------------------------------------
           600   Protective Life Corp.                                                                      26,100
                 ----------------------------------------------------------------------------------
           800   Provident Bancorp, Inc.                                                                    24,200
                 ----------------------------------------------------------------------------------
         1,100   Southern National Corp.                                                                    20,213
                 ----------------------------------------------------------------------------------
           600   TCF Financial Corp.                                                                        22,125
                 ----------------------------------------------------------------------------------
         1,300   Uslico Corp.                                                                               26,000
                 ----------------------------------------------------------------------------------
         1,200   Washington National Corp.                                                                  24,000
                 ----------------------------------------------------------------------------------
         1,400   Webb (Del) Corp.                                                                           23,100
                 ----------------------------------------------------------------------------------
           900   WestAmerica Bancorporation                                                                 27,450
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     571,125
                 ----------------------------------------------------------------------------------  -------------
                 HEALTHCARE--1.3%
                 ----------------------------------------------------------------------------------
         1,300   (a)Advantage Health Corp.                                                                  38,350
                 ----------------------------------------------------------------------------------
         1,100   (a)Bio Rad Laboratories, Inc., Class A                                                     30,525
                 ----------------------------------------------------------------------------------
         1,100   (a)Genesis Health Ventures, Inc.                                                           31,075
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 HEALTHCARE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,300   ICN Pharmaceuticals                                                                 $      29,087
                 ----------------------------------------------------------------------------------
         1,100   (a)Sierra Health Services, Inc.                                                            33,825
                 ----------------------------------------------------------------------------------
         1,000   (a)Universal Health Services, Inc., Class B                                                25,000
                 ----------------------------------------------------------------------------------
         1,100   West, Inc.                                                                                 28,738
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     216,600
                 ----------------------------------------------------------------------------------  -------------
                 INDUSTRIAL/MANUFACTURING--2.1%
                 ----------------------------------------------------------------------------------
           600   AGCO Corp.                                                                                 27,375
                 ----------------------------------------------------------------------------------
           700   Blount, Inc., Class A                                                                      31,325
                 ----------------------------------------------------------------------------------
         1,400   Borden Chemicals & Plastics, L.P.                                                          30,625
                 ----------------------------------------------------------------------------------
         1,100   Borg-Warner Automotive                                                                     25,850
                 ----------------------------------------------------------------------------------
         1,700   Brush Wellman, Inc.                                                                        25,712
                 ----------------------------------------------------------------------------------
         1,000   Butler Manufacturing Co.                                                                   34,000
                 ----------------------------------------------------------------------------------
         1,300   Castle (A.M.) & Co.                                                                        16,900
                 ----------------------------------------------------------------------------------
         1,500   Commercial Intertech Corp.                                                                 24,000
                 ----------------------------------------------------------------------------------
         1,500   (a)Galey & Lord, Inc.                                                                      24,000
                 ----------------------------------------------------------------------------------
           700   Pittway Corp., Class A                                                                     27,038
                 ----------------------------------------------------------------------------------
         1,700   (a)Smith International, Inc.                                                               22,950
                 ----------------------------------------------------------------------------------
         2,700   Terra Industries, Inc.                                                                     29,363
                 ----------------------------------------------------------------------------------
         1,500   (a)Western Waste Industries                                                                22,875
                 ----------------------------------------------------------------------------------
         1,100   (a)Wolverine Tube, Inc.                                                                    26,400
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     368,413
                 ----------------------------------------------------------------------------------  -------------
                 RETAIL TRADE--0.4%
                 ----------------------------------------------------------------------------------
         1,600   Bradlees, Inc.                                                                             22,000
                 ----------------------------------------------------------------------------------
           800   (a)Eckerd Corp.                                                                            22,700
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 RETAIL TRADE--CONTINUED
                 ----------------------------------------------------------------------------------
         1,500   Wolohan Lumber Co.                                                                  $      23,250
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      67,950
                 ----------------------------------------------------------------------------------  -------------
                 TECHNOLOGY--2.5%
                 ----------------------------------------------------------------------------------
         1,560   (a)Bell Industries, Inc.                                                                   34,320
                 ----------------------------------------------------------------------------------
         1,200   (a)Electronics for Imaging, Inc.                                                           28,200
                 ----------------------------------------------------------------------------------
         1,200   Energen Corp.                                                                              24,000
                 ----------------------------------------------------------------------------------
         1,500   (a)Frame Technology Corp.                                                                  22,500
                 ----------------------------------------------------------------------------------
         1,300   (a)International Rectifier Corp.                                                           28,275
                 ----------------------------------------------------------------------------------
         1,500   (a)Kemet Corp.                                                                             32,438
                 ----------------------------------------------------------------------------------
         1,700   Methode Electronics, Inc., Class A                                                         23,800
                 ----------------------------------------------------------------------------------
         1,700   Pioneer Standard Electronics, Inc.                                                         27,200
                 ----------------------------------------------------------------------------------
         1,400   (a)SCI Systems, Inc.                                                                       25,900
                 ----------------------------------------------------------------------------------
         1,400   (a)Silicon Valley Group, Inc.                                                              28,175
                 ----------------------------------------------------------------------------------
         1,100   (a)Tech-Sym Corp.                                                                          24,063
                 ----------------------------------------------------------------------------------
           900   Tektronix, Inc.                                                                            33,638
                 ----------------------------------------------------------------------------------
         1,100   (a)Tencor Instruments                                                                      48,813
                 ----------------------------------------------------------------------------------
           800   Watkins Johnson Co.                                                                        26,400
                 ----------------------------------------------------------------------------------
         1,800   (a)Western Digital Corp.                                                                   33,300
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     441,022
                 ----------------------------------------------------------------------------------  -------------
                 TRANSPORATION--0.3%
                 ----------------------------------------------------------------------------------
         1,600   Alaska Air Group, Inc.                                                                     26,200
                 ----------------------------------------------------------------------------------
           700   (a)Wisconsin Central Transportation Corp.                                                  29,050
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      55,250
                 ----------------------------------------------------------------------------------  -------------
                 UTILITIES--0.5%+
                 ----------------------------------------------------------------------------------
           800   Buckeye Partners                                                                           26,700
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 SMALL COMPANY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UTILITIES--CONTINUED
                 ----------------------------------------------------------------------------------
         1,000   CIPSCO, Inc.                                                                        $      26,750
                 ----------------------------------------------------------------------------------
         1,000   Teppco Partners, L.P.                                                                      26,500
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      79,950
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL SMALL COMPANY (IDENTIFIED COST, $2,758,809)                                       2,666,338
                 ----------------------------------------------------------------------------------  -------------
                 FOREIGN EQUITY--15.3%
                 ----------------------------------------------------------------------------------
                 AUSTRALIA--0.5%
                 ----------------------------------------------------------------------------------
         2,000   Broken Hill Proprietary Co.                                                                28,712
                 ----------------------------------------------------------------------------------
        19,300   Publishing & Broadcasting                                                                  54,435
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      83,147
                 ----------------------------------------------------------------------------------  -------------
                 BELGIUM--0.2%
                 ----------------------------------------------------------------------------------
         1,100   Delhaize-Le Lion                                                                           44,199
                 ----------------------------------------------------------------------------------  -------------
                 FINLAND--0.1%
                 ----------------------------------------------------------------------------------
           200   Kone Corp. 'B'                                                                             21,215
                 ----------------------------------------------------------------------------------  -------------
                 FRANCE--0.5%
                 ----------------------------------------------------------------------------------
           500   Elf Aquitaine                                                                              34,201
                 ----------------------------------------------------------------------------------
           300   LVMH (Moet-Hennessy)                                                                       47,946
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      82,147
                 ----------------------------------------------------------------------------------  -------------
                 GERMANY--0.6%
                 ----------------------------------------------------------------------------------
            50   Allianz AG Holding                                                                         76,193
                 ----------------------------------------------------------------------------------
            50   Daimler Benz AG                                                                            23,631
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      99,824
                 ----------------------------------------------------------------------------------  -------------
                 HONG KONG--0.6%
                 ----------------------------------------------------------------------------------
        16,800   Cheung Kong Holdings                                                                       69,948
                 ----------------------------------------------------------------------------------
         3,300   HSBC Holdings PLC                                                                          36,483
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     106,431
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 ITALY--0.1%
                 ----------------------------------------------------------------------------------
           500   Assicurazioni Generali                                                              $      11,541
                 ----------------------------------------------------------------------------------  -------------
                 JAPAN--8.1%
                 ----------------------------------------------------------------------------------
         4,000   Asahi Bank, Ltd.                                                                           46,072
                 ----------------------------------------------------------------------------------
         4,000   Bank of Tokyo, Ltd., Tokyo                                                                 59,813
                 ----------------------------------------------------------------------------------
         3,000   Dai-Ichi Kangyo Bank, Ltd., Tokyo                                                          53,347
                 ----------------------------------------------------------------------------------
         2,000   Fuji Bank, Ltd., Tokyo                                                                     41,223
                 ----------------------------------------------------------------------------------
         5,000   Hitachi, Ltd.                                                                              49,356
                 ----------------------------------------------------------------------------------
         2,000   Industrial Bank of Japan, Ltd., Tokyo                                                      55,570
                 ----------------------------------------------------------------------------------
         1,000   Ito Yokado Co.                                                                             53,044
                 ----------------------------------------------------------------------------------
        11,000   Kawasaki Heavy Industries                                                                  50,457
                 ----------------------------------------------------------------------------------
         4,000   Kirin Brewery Co., Ltd.                                                                    42,435
                 ----------------------------------------------------------------------------------
         3,000   Matsushita Electric Industrial Co.                                                         46,375
                 ----------------------------------------------------------------------------------
         2,000   Mitsubishi Bank                                                                            44,658
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Corp.                                                                           53,347
                 ----------------------------------------------------------------------------------
         8,000   Mitsubishi Heavy Industries                                                                59,328
                 ----------------------------------------------------------------------------------
         4,000   Mitsubishi Trust & Banking                                                                 56,580
                 ----------------------------------------------------------------------------------
         5,000   Mitsukoshi, Ltd.                                                                           47,790
                 ----------------------------------------------------------------------------------
        15,000   (a)Nippon Steel Co.                                                                        58,197
                 ----------------------------------------------------------------------------------
            10   Nippon Telegraph & Telephone Corp.                                                         84,870
                 ----------------------------------------------------------------------------------
         3,000   Nomura Securities Co., Ltd.                                                                58,803
                 ----------------------------------------------------------------------------------
         4,000   Sakura Bank, Ltd., Tokyo                                                                   52,943
                 ----------------------------------------------------------------------------------
         3,000   Sumitomo Bank, Ltd., Osaka                                                                 53,650
                 ----------------------------------------------------------------------------------
        13,000   Sumitomo Heavy Industries                                                                  49,780
                 ----------------------------------------------------------------------------------
         4,000   Takeda Chemical Industries                                                                 49,710
                 ----------------------------------------------------------------------------------
         5,000   Tokio Marine & Fire                                                                        57,590
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 JAPAN--CONTINUED
                 ----------------------------------------------------------------------------------
         2,000   Tokyo Electric Power                                                                $      56,580
                 ----------------------------------------------------------------------------------
         8,000   Toshiba Corp.                                                                              55,933
                 ----------------------------------------------------------------------------------
         3,000   Toyota Motor Corp.                                                                         63,956
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                   1,401,407
                 ----------------------------------------------------------------------------------  -------------
                 MALAYSIA--0.2%
                 ----------------------------------------------------------------------------------
        10,000   Tenaga Nasional Berhad                                                                     43,041
                 ----------------------------------------------------------------------------------  -------------
                 NETHERLANDS--0.6%
                 ----------------------------------------------------------------------------------
         1,000   Philips Electronics                                                                        30,244
                 ----------------------------------------------------------------------------------
           700   Royal Dutch Petroleum Co.                                                                  76,038
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     106,282
                 ----------------------------------------------------------------------------------  -------------
                 SINGAPORE--0.2%
                 ----------------------------------------------------------------------------------
        20,000   Singapore Telecommunications, Ltd.                                                         39,877
                 ----------------------------------------------------------------------------------  -------------
                 SPAIN--0.1%
                 ----------------------------------------------------------------------------------
           300   Empresa Nac de Electridad                                                                  13,572
                 ----------------------------------------------------------------------------------  -------------
                 SWEDEN--0.3%
                 ----------------------------------------------------------------------------------
           300   Ericsson LM B-F                                                                            16,518
                 ----------------------------------------------------------------------------------
         2,000   Volvo (AB), Series B                                                                       38,476
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      54,994
                 ----------------------------------------------------------------------------------  -------------
                 SWITZERLAND--0.4%
                 ----------------------------------------------------------------------------------
           150   Sandoz AG                                                                                  77,004
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM--2.8%
                 ----------------------------------------------------------------------------------
         8,000   British Petroleum PLC                                                                      53,241
                 ----------------------------------------------------------------------------------
         9,000   British Telecom PLC                                                                        53,555
                 ----------------------------------------------------------------------------------
        12,000   Coats Viyella PLC                                                                          38,710
                 ----------------------------------------------------------------------------------
         4,000   Eastern Electricity PLC                                                                    50,266
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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

<TABLE>
<CAPTION>
                                                                                                         VALUE
                                                                                                        IN U.S.
    SHARES                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
STOCKS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN EQUITY--CONTINUED
                 ----------------------------------------------------------------------------------
                 UNITED KINGDOM--CONTINUED
                 ----------------------------------------------------------------------------------
        20,000   Hanson PLC                                                                          $      73,598
                 ----------------------------------------------------------------------------------
         4,000   Midlands Electricity PLC                                                                   48,356
                 ----------------------------------------------------------------------------------
         3,800   RMC Group PLC                                                                              59,416
                 ----------------------------------------------------------------------------------
        10,000   Williams Holdings PLC                                                                      55,042
                 ----------------------------------------------------------------------------------
         4,000   Wolseley PLC                                                                               47,917
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     480,101
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN EQUITY (IDENTIFIED COST, $2,749,040)                                      2,664,782
                 ----------------------------------------------------------------------------------  -------------
                 CLOSED-END REGISTERED INVESTMENT COMPANIES--2.2%
                 ----------------------------------------------------------------------------------
         4,500   (a)First Iberian Fund, Inc.                                                                33,187
                 ----------------------------------------------------------------------------------
         9,200   France Growth Fund, Inc.                                                                   90,850
                 ----------------------------------------------------------------------------------
         7,500   Germany Fund, Inc.                                                                         85,312
                 ----------------------------------------------------------------------------------
         6,700   Italy Fund, Inc.                                                                           54,438
                 ----------------------------------------------------------------------------------
         1,900   Malaysia Fund, Inc.                                                                        38,238
                 ----------------------------------------------------------------------------------
         4,000   Swiss Helvetia Fund, Inc.                                                                  74,500
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CLOSED-END REGISTERED INVESTMENT COMPANIES
                 (IDENTIFIED COST, $416,939)                                                               376,525
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL STOCKS (IDENTIFIED COST, $9,685,844)                                              9,233,417
                 ----------------------------------------------------------------------------------  -------------
   PRINCIPAL
    AMOUNT
- ---------------  ----------------------------------------------------------------------------------
BONDS--30.1%
- ---------------------------------------------------------------------------------------------------
                 TREASURY--7.6%
                 ----------------------------------------------------------------------------------
$    1,400,000   United States Treasury Bond, 7.50%, 11/15/2024
                 (IDENTIFIED COST, $1,311,625)                                                           1,324,708
                 ----------------------------------------------------------------------------------  -------------
                 MORTAGE-BACKED SECURITIES--5.0%
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--5.0%
                 ----------------------------------------------------------------------------------
       216,660   Federal Home Loan Mortgage Corporation, Pool E58069, 7.00%,
                 4/1/2009                                                                                  203,588
                 ----------------------------------------------------------------------------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 MORTAGE-BACKED SECURITIES--CONTINUED
                 ----------------------------------------------------------------------------------
                 GOVERNMENT AGENCY--CONTINUED
                 ----------------------------------------------------------------------------------
 $     425,733   Federal National Mortgage Association, Pool 296711, 8.00%, 10/1/2024                $     408,031
                 ----------------------------------------------------------------------------------
       254,832   Government National Mortgage Association, Pool 407068, 8.50%,
                 10/15/2024                                                                                250,209
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL MORTGAGE-BACKED SECURITIES (IDENTIFIED COST, $858,777)                              861,828
                 ----------------------------------------------------------------------------------  -------------
                 HIGH YIELD--4.4%
                 ----------------------------------------------------------------------------------
                 BROADCASTING RADIO & T.V.--0.3%
                 ----------------------------------------------------------------------------------
        50,000   SCI Television, Inc., Sr. Secd. Note, 11.00%, 6/30/2005                                    50,375
                 ----------------------------------------------------------------------------------  -------------
                 BUSINESS EQUIPMENT & SERVICES--0.4%
                 ----------------------------------------------------------------------------------
        75,000   Bell & Howell Co., Sr. Sub. Note, Series B, 10.75%, 10/1/2002                              70,875
                 ----------------------------------------------------------------------------------  -------------
                 CABLE T.V.--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Continental Cablevision, Sr. Deb., 9.50%, 8/1/2013                                         45,000
                 ----------------------------------------------------------------------------------  -------------
                 CHEMICALS & PLASTICS--0.4%
                 ----------------------------------------------------------------------------------
        50,000   Arcadian Partners L.P., Sr. Note, Series B, 10.75%, 5/1/2005                               48,250
                 ----------------------------------------------------------------------------------
        50,000   G-I Holdings, Sr. Disc. Note, 10/1/98                                                      30,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      78,625
                 ----------------------------------------------------------------------------------  -------------
                 CLOTHING & TEXTILES--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Westpoint Stevens, Inc., Sr. Sub. Deb., 9.375%, 12/15/2005                                 44,188
                 ----------------------------------------------------------------------------------  -------------
                 CONTAINER & GLASS PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Owens Illinois, Inc., Sr. Sub. Note, 10.50%, 6/15/2002                                     50,250
                 ----------------------------------------------------------------------------------  -------------
                 FINANCIAL INTERMEDIARIES--0.4%
                 ----------------------------------------------------------------------------------
        75,000   American Life Holding Co., Sr. Sub. Note, 11.25%, 9/15/2004                                74,445
                 ----------------------------------------------------------------------------------  -------------
                 FOOD & DRUG RETAILERS--0.4%
                 ----------------------------------------------------------------------------------
        50,000   (a)Grand Union Co., Sr. Sub. Note, 12.25%, 7/15/2002                                       19,937
                 ----------------------------------------------------------------------------------
        50,000   Pathmark Stores, Inc., Sr. Sub. Note, 9.625%, 5/1/2003                                     43,375
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      63,312
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
                                                                                                         VALUE
   PRINCIPAL                                                                                            IN U.S.
    AMOUNT                                                                                              DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 HIGH YIELD--CONTINUED
                 ----------------------------------------------------------------------------------
                 FOOD SERVICES--0.3%
                 ----------------------------------------------------------------------------------
 $      50,000   Flagstar Corp., Sr. Note, 10.875%, 12/1/2002                                        $      45,875
                 ----------------------------------------------------------------------------------  -------------
                 FOREST PRODUCTS--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Stone Container Corp., Sr. Note, 9.875%, 2/1/2001                                          46,000
                 ----------------------------------------------------------------------------------  -------------
                 HOME PRODUCTS & FURNISHINGS--0.2%
                 ----------------------------------------------------------------------------------
        50,000   American Standard, Inc., Sr. Sub. Disc. Deb., 0/10.50%, 6/1/2005                           31,875
                 ----------------------------------------------------------------------------------  -------------
                 RETAILERS--0.3%
                 ----------------------------------------------------------------------------------
        50,000   Brylane Capital Corp., Sr. Sub. Note, 10.00%, 9/1/2003                                     49,750
                 ----------------------------------------------------------------------------------  -------------
                 STEEL--0.5%
                 ----------------------------------------------------------------------------------
        50,000   GS Technologies Operating Co., Inc., Sr. Note, 12.00%, 9/1/2004                            50,125
                 ----------------------------------------------------------------------------------
        50,000   Northwestern Steel & Wire Co., Sr. Note, 9.50%, 6/15/2001                                  45,000
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      95,125
                 ----------------------------------------------------------------------------------  -------------
                 TELECOMMUNICATIONS & CELLULAR--0.1%
                 ----------------------------------------------------------------------------------
        50,000   NEXTEL Communications, Inc., Sr. Disc. Note, 0/11.50%, 9/1/2003                            21,625
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL HIGH YIELD (IDENTIFIED COST, $828,634)                                              767,320
                 ----------------------------------------------------------------------------------  -------------
                 OTHER CORPORATE--0.3%
                 ----------------------------------------------------------------------------------
                 ELECTRONIC & ELECTRIC--0.3%
                 ----------------------------------------------------------------------------------
        40,000   General Instruments Corp., Conv. Jr. Sub. Note, 5.00%, 6/15/2000
                 (IDENTIFIED COST, $54,300)                                                                 54,419
                 ----------------------------------------------------------------------------------  -------------
    FOREIGN
   CURRENCY
  PAR AMOUNT
                 ----------------------------------------------------------------------------------
                 FOREIGN--12.8%
                 ----------------------------------------------------------------------------------
                 AUSTRALIAN DOLLAR--0.2%
                 ----------------------------------------------------------------------------------
        50,000   State Bank of New South Wales, Deb., 12.25%, 2/26/2001                                     41,040
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 BELGIUM FRANC--0.4%
                 ----------------------------------------------------------------------------------
     1,200,000   Belgian Government, Foreign Government Guarantee, 10.00%,
                 4/5/96                                                                              $      38,805
                 ----------------------------------------------------------------------------------
     1,000,000   Belgium Kingdom, 7.75%, 10/15/2004                                                         29,898
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                      68,703
                 ----------------------------------------------------------------------------------  -------------
                 CANADIAN DOLLAR--0.7%
                 ----------------------------------------------------------------------------------
       175,000   Ontario Hydro, Local Government Guarantee, 9.00%, 6/24/2002                               124,415
                 ----------------------------------------------------------------------------------  -------------
                 DEUTSCHE MARK--2.9%
                 ----------------------------------------------------------------------------------
       125,000   Bundesobligation, 8.875%, 1/22/96                                                          82,137
                 ----------------------------------------------------------------------------------
       250,000   Bundesobligationen, Deb., 7.25%, 10/20/97                                                 161,490
                 ----------------------------------------------------------------------------------
       500,000   KFW International Finance, 7.00%, 5/12/2000                                                90,102
                 ----------------------------------------------------------------------------------
       250,000   Treuhandanstalt, 7.75%, 10/1/2002                                                         161,521
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     495,250
                 ----------------------------------------------------------------------------------  -------------
                 FRENCH FRANC--1.0%
                 ----------------------------------------------------------------------------------
       500,000   France O.A.T., 8.50%, 11/25/2002                                                           96,523
                 ----------------------------------------------------------------------------------
       400,000   France O.A.T., 9.80%, 1/30/96                                                              77,018
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     173,541
                 ----------------------------------------------------------------------------------  -------------
                 ITALIAN LIRA--0.7%
                 ----------------------------------------------------------------------------------
   100,000,000   Buoni Poliennali Del Tes, 12.00%, 9/1/97                                                   62,640
                 ----------------------------------------------------------------------------------
   100,000,000   Buoni Poliennali Del Tes, 8.50%, 8/1/99                                                    55,040
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     117,680
                 ----------------------------------------------------------------------------------  -------------
                 JAPANESE YEN--3.7%
                 ----------------------------------------------------------------------------------
    18,000,000   Interamerican Development, Deb., 7.25%, 5/15/2000                                         206,359
                 ----------------------------------------------------------------------------------
    40,000,000   KFW International Finance, Gtd. Note, 6.00%, 11/29/99                                     434,452
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     640,811
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


FEDERATED MANAGED AGGRESSIVE GROWTH FUND


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


<TABLE>
<CAPTION>
    FOREIGN                                                                                              VALUE
   CURRENCY                                                                                             IN U.S.
  PAR AMOUNT                                                                                            DOLLARS
<C>              <S>                                                                                 <C>
- ---------------  ----------------------------------------------------------------------------------  -------------
BONDS--CONTINUED
- ---------------------------------------------------------------------------------------------------
                 FOREIGN--CONTINUED
                 ----------------------------------------------------------------------------------
                 NETHERLANDS GUILDER--0.9%
                 ----------------------------------------------------------------------------------
       150,000   Netherlands Government, 5.75%, 1/15/2004                                            $      75,981
                 ----------------------------------------------------------------------------------
       125,000   Netherlands Government, 6.00%, 4/15/95                                                     71,134
                 ----------------------------------------------------------------------------------  -------------
                 Total                                                                                     147,115
                 ----------------------------------------------------------------------------------  -------------
                 SPANISH PESETA--0.7%
                 ----------------------------------------------------------------------------------
    18,000,000   Spain (Government), 8.30%, 12/15/98                                                       126,133
                 ----------------------------------------------------------------------------------  -------------
                 UNITED KINGDOM POUND--1.6%
                 ----------------------------------------------------------------------------------
       175,000   UK Conversion, 9.00%, 3/3/2000                                                            280,631
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL FOREIGN (IDENTIFIED COST, $2,244,750)                                             2,215,319
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL BONDS (IDENTIFIED COST, $5,298,086)                                               5,223,594
                 ----------------------------------------------------------------------------------  -------------
   PRINCIPAL
    AMOUNT
- ---------------  ----------------------------------------------------------------------------------
CASH EQUIVALENTS--17.6%**
- ---------------------------------------------------------------------------------------------------
 $   1,500,000   U.S. Treasury Bill, 1/26/95 (IDENTIFIED COST, $1,488,567)                               1,488,105
                 ----------------------------------------------------------------------------------  -------------
     1,570,000   ***J.P. Morgan Securities, Inc., 5.77%, dated 11/28/94, due 12/5/94
                 (at amortized cost)                                                                     1,570,000
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL CASH EQUIVALENTS                                                                  3,058,105
                 ----------------------------------------------------------------------------------  -------------
                 TOTAL INVESTMENTS (IDENTIFIED COST, $18,042,497)                                    $  17,515,116+
                 ----------------------------------------------------------------------------------  -------------
</TABLE>


The following abbreviations are used in this portfolio:



ADR -- American Depository Receipts
PLC -- Public Limited Company
REIT -- Real Estate Investment Trust



 (a) Non-income producing.



  The cost for federal income tax purposes amounts to $18,047,892. The net
  unrealized depreciation on a federal tax cost basis amounts to $532,776, and
  is comprised of $181,640 appreciation and $714,416 depreciation at November
  30, 1994.



 The Fund's overall exposure to utility stocks is 2.1%




  * The Fund's overall exposure to stocks is 63.5%, after adjustment for the use
    of S & P 500 and S & P Midcap futures contracts.



 ** The Fund holds cash equivalents as collateral for the S & P 500 futures
    contracts with a market value of $1,363,425. Consequently, the Fund's
    exposure to large cap stocks is 28.1% of the Fund. The Fund holds cash
    equivalents as collateral for the S & P Midcap futures contracts with a
    market value of $424,075. Consequently, the Fund's exposure to small cap
    stocks is 17.8% 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.



Note: The categories of investments are shown as a percentage of net assets
($17,368,755) at
      November 30, 1994.



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



FEDERATED MANAGED AGGRESSIVE GROWTH FUND
NOTES TO PORTFOLIO OF INVESTMENTS


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



GRAND UNION COMPANY



On January 17, 1995, The Grand Union Company announced that it would default on
its
January 15, 1995, interest payment. The company is currently in negotiations
with bondholders on a restructuring plan. Fund management is unable to predict


the outcome or timing of these proceedings.

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
NOVEMBER 30, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                        <C>        <C>
ASSETS:
- ----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified cost, $18,042,497 and tax cost, $18,047,892)          $ 17,515,116
- ----------------------------------------------------------------------------------------------------
Cash denominated in foreign currencies (identified cost, $32,289)                                           32,138
- ----------------------------------------------------------------------------------------------------
Cash                                                                                                         3,501
- ----------------------------------------------------------------------------------------------------
Dividends and interest receivable                                                                          126,114
- ----------------------------------------------------------------------------------------------------
Receivable for foreign currency sold                                                                         7,873
- ----------------------------------------------------------------------------------------------------
Receivable for Fund Shares sold                                                                              7,832
- ----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                           27,820
- ----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                        17,720,394
- ----------------------------------------------------------------------------------------------------
LIABILITIES:
- ----------------------------------------------------------------------------------------------------
Payable for investments purchased                                                          $ 252,786
- -----------------------------------------------------------------------------------------
Payable for Fund shares repurchased                                                           24,318
- -----------------------------------------------------------------------------------------
Payable for foreign currency purchased                                                         7,886
- -----------------------------------------------------------------------------------------
Payable for futures variation margin                                                           7,850
- -----------------------------------------------------------------------------------------
Tax withholding liability                                                                      1,362
- -----------------------------------------------------------------------------------------
Accrued expenses                                                                              57,437
- -----------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                      351,639
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS for 1,768,457 shares of beneficial interest outstanding                                    $ 17,368,755
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSETS CONSIST OF:
- ----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                       $ 17,750,898
- ----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments, translation of assets and liabilities in
foreign currency and futures contracts                                                                    (566,386)
- ----------------------------------------------------------------------------------------------------
Accumulated undistributed net realized gain (loss) on investments, foreign currency transactions,
and futures contracts                                                                                       63,908
- ----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                        120,335
- ----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                  $ 17,368,755
- ----------------------------------------------------------------------------------------------------  ------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds Per Share:
- ----------------------------------------------------------------------------------------------------
Institutional Service Shares ($15,695,806 / 1,597,720 shares of beneficial interest outstanding)             $9.82
- ----------------------------------------------------------------------------------------------------  ------------
Select Shares ($1,672,949 / 170,737 shares of beneficial interest outstanding)                               $9.80
- ----------------------------------------------------------------------------------------------------  ------------
</TABLE>

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

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
STATEMENT OF OPERATIONS
PERIOD ENDED NOVEMBER 30, 1994*
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                  <C>        <C>        <C>
INVESTMENT INCOME:
- ---------------------------------------------------------------------------------------------------------
Interest (net of foreign taxes withheld of $821)                                                           $ 218,824
- ---------------------------------------------------------------------------------------------------------
Dividend (net of foreign taxes withheld of $2,738)                                                            71,034
- ---------------------------------------------------------------------------------------------------------  ---------
    Total investment income                                                                                  289,858
- ---------------------------------------------------------------------------------------------------------
EXPENSES:
- ----------------------------------------------------------------------------------------------
Investment advisory fee                                                                         $  50,507
- ----------------------------------------------------------------------------------------------
Administrative personnel and services fee                                                          41,617
- ----------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                            47,616
- ----------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                           12,063
- ----------------------------------------------------------------------------------------------
Legal fees                                                                                          2,444
- ----------------------------------------------------------------------------------------------
Fund share registration costs                                                                       6,245
- ----------------------------------------------------------------------------------------------
Printing and postage                                                                                5,115
- ----------------------------------------------------------------------------------------------
Insurance premiums                                                                                  4,994
- ----------------------------------------------------------------------------------------------
Taxes                                                                                                  30
- ----------------------------------------------------------------------------------------------
Shareholder services fee--Select Shares                                                             1,514
- ----------------------------------------------------------------------------------------------
Distribution services fee                                                                           4,543
- ----------------------------------------------------------------------------------------------
Miscellaneous                                                                                       4,615
- ----------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                                181,303
- ----------------------------------------------------------------------------------------------
Deduct--
- ----------------------------------------------------------------------------------------------
Waiver of investment advisory fee                                                    $  50,507
- -----------------------------------------------------------------------------------
Waiver of distribution services fee                                                      1,514
- -----------------------------------------------------------------------------------
Reimbursement of other operating expenses                                               65,000    117,021
- -----------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                                                                              64,282
- ---------------------------------------------------------------------------------------------------------  ---------
        Net investment income                                                                                225,576
- ---------------------------------------------------------------------------------------------------------  ---------
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)                                                                                       75,474
- ---------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation
of assets and liabilities in foreign currency, and futures contracts                                        (566,386)
- ---------------------------------------------------------------------------------------------------------  ---------
    Net realized and unrealized gain (loss) on investments, foreign currency, and futures contracts         (490,912)
- ---------------------------------------------------------------------------------------------------------  ---------
        Change in net assets resulting from operations                                                     $(265,336)
- ---------------------------------------------------------------------------------------------------------  ---------
</TABLE>

*For the period from January 27, 1994 (start of business) to November 30, 1994.

(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
                                                                                             NOVEMBER 30, 1994*
- ----------------------------------------------------------------------------------------  ------------------------
<S>                                                                                       <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------------------------------------

OPERATIONS--
- ----------------------------------------------------------------------------------------
Net investment income                                                                          $      225,576
- ----------------------------------------------------------------------------------------
Net realized gain (loss) on investments, foreign currency transactions, and futures
contracts ($31,171 net gain, as computed for federal tax purposes)                                     75,474
- ----------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments, translation of
assets and liabilities in foreign currency, and futures
contracts                                                                                            (566,386)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets resulting from operations                                                  (265,336)
- ----------------------------------------------------------------------------------------  ------------------------

DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------------------------------------
Dividends to shareholders from net investment income:
- ----------------------------------------------------------------------------------------
     Institutional Service Shares                                                                    (107,045)
- ----------------------------------------------------------------------------------------
     Select Shares                                                                                     (9,749)
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets resulting from distributions to shareholders                          (116,794)
- ----------------------------------------------------------------------------------------  ------------------------
FUND SHARE (PRINCIPAL) TRANSACTIONS--
- ----------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                       18,841,563
- ----------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                      54,330
- ----------------------------------------------------------------------------------------
Cost of shares redeemed                                                                            (1,145,008)
- ----------------------------------------------------------------------------------------  ------------------------
     Change in net assets from Fund share transactions                                             17,750,885
- ----------------------------------------------------------------------------------------  ------------------------
          Change in net assets                                                                     17,368,755
- ----------------------------------------------------------------------------------------

NET ASSETS:
- ----------------------------------------------------------------------------------------
Beginning of period                                                                                  --
- ----------------------------------------------------------------------------------------  ------------------------
End of period (including undistributed net investment income of $120,335)                      $   17,368,755
- ----------------------------------------------------------------------------------------  ------------------------

*For the period from January 27, 1994 (start of business) to November 30, 1994.

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

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
NOTES TO FINANCIAL STATEMENTS


NOVEMBER 30, 1994


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



(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 are 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--U.S. government obligations are generally valued at
     the mean between the over-the-counter bid and asked prices as furnished by
     an independent pricing service. Listed equity securities are valued at the
     last sale price reported on national securities exchanges. Unlisted
     securities, bonds, corporate bonds and other fixed income securities 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. Investments in other
     regulated investment companies are valued at net asset 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"). Dividend
     income and distributions to shareholders are recorded on the ex-dividend
     date.



D.   FOREIGN CURRENCY TRANSLATION--The accounting records of the Fund 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's
     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 November 30, 1994, the Fund
     had a realized gain of $107,779 on futures contracts.



     At November 30, 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>
March 1995            3 S&P Midcap        Long                975
December 1994         2 S&P Midcap        Long             (7,925)
December 1994           5 S&P 500         Long            (30,132)
March 1995              1 S&P 500         Long             (1,050)
                                                   -----------------
Net Unrealized Appreciation (Depreciation) on
Futures Contracts                                         (38,132)
                                                   -----------------
</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 November 30, 1994, the foreign portion of the portfolio was diversified
     with the following industries:


<TABLE>
<S>                                     <C>        <C>                                   <C>
Agency                                       3.7%  Electronics & Electric                     1.1%
Automotive                                    0.7  Energy                                      1.1
Banking                                       2.8  Food & Drug Retailers                       0.2
Beverage & Tobacco                            0.2  Insurance                                   0.8
Broadcast Radio & TV                          0.3  Machinery & Equipment                       1.0
Brokerage & Investment Houses                 0.3  Pharmaceuticals                             0.4
Building & Development                        1.3  Retailers                                   0.6
Chemical                                      0.3  Sovereign                                   7.4
Clothing & Textiles                           0.2  State/Provincial                            0.2
Consumer Products                             0.3  Steel                                       0.3
Diversified                                   0.7  Supranational                               1.2
Electric Utilities                            1.0  Telecommunication & Cellular                1.2
</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 not to exceed a period of five
     years from the Fund's commencement date.



J.   RECLASSIFICATION--During the period ended November 30, 1994, the Fund
     adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of Income, Capital Gain, and Return of
     Capital Distributions by Investment Companies. Accordingly, permanent book
     and tax differences have been reclassified. These differences are due to
     differing treatments for foreign currency and futures transactions. Amounts
     as of November 30, 1994 have been reclassified to reflect an increase in
     paid-in capital of $13, an increase in undistributed net investment income
     of $11,553, and a decrease in accumulated net realized gain (loss) of
     $11,566. Net investment income, net realized gains, and net assets were not
     affected by this change.



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 NOVEMBER 30,
<S>                                                                             <C>         <C>
                                                                                          1994*

<CAPTION>
INSTITUTIONAL SERVICE SHARES                                                      SHARES       DOLLARS
<S>                                                                             <C>         <C>
- ------------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                      1,703,344  $  17,093,888
- ------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                       4,919         49,959
- ------------------------------------------------------------------------------
Shares redeemed                                                                   (110,543)    (1,106,095)
- ------------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Institutional Service share
     transactions                                                                1,597,720  $  16,037,752
- ------------------------------------------------------------------------------  ----------  -------------
<CAPTION>

                                                                                PERIOD ENDED NOVEMBER 30,
                                                                                          1994*
SELECT SHARES                                                                     SHARES       DOLLARS
<S>                                                                             <C>         <C>
- ------------------------------------------------------------------------------  ----------  -------------
Shares sold                                                                        174,124  $   1,747,675
- ------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                         431          4,371
- ------------------------------------------------------------------------------
Shares redeemed                                                                     (3,818)       (38,913)
- ------------------------------------------------------------------------------  ----------  -------------
     Net change resulting from Select share transactions                           170,737  $   1,713,133
- ------------------------------------------------------------------------------  ----------  -------------
          Total net change resulting from Fund share transactions                1,768,457  $  17,750,885
- ------------------------------------------------------------------------------  ----------  -------------
</TABLE>


*For the period from January 27, 1994 (start of business) to November 30, 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 waived a
portion of its fee to comply with certain state expense limitations. The Adviser
may voluntarily choose to waive the remainder of 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 on an annualized basis. 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
each class of shares for the period. This fee is to obtain certain personal
services for shareholders and to maintain the shareholder accounts. For the
period ended November 30, 1994, Institutional Service Shares did not incur a
shareholder services fee.



TRANSFER AND DIVIDEND DISBURSING AGENT FEES--Federated Services Company
("FServ") serves as transfer 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 ($36,187) and start-up
administrative service expenses ($39,069) were borne initially by the Adviser.
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 November 30,
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
November 30, 1994, were as follows:


<TABLE>
<S>                                                                                                  <C>
PURCHASES                                                                                            $  24,234,820
- ---------------------------------------------------------------------------------------------------  -------------
SALES                                                                                                $   7,764,063
- ---------------------------------------------------------------------------------------------------  -------------
</TABLE>


REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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



To the Shareholders and Board of Trustees of
MANAGED SERIES TRUST:
(Federated Managed Aggressive Growth Fund):



We have audited the accompanying statement of assets and liabilities of
Federated Managed Aggressive Growth Fund (an investment portfolio of Managed
Series Trust, a Massachusetts business trust), including the schedule of
portfolio investments, as of November 30, 1994, and the related statements of
operations and changes in net assets, and the financial highlights (see pages 2
and 26 of the prospectus) for the period from January 27, 1994 (start of
business) to November 30, 1994. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit.



We conducted our 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 statements and financial highlights are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Federated Managed Aggressive Growth Fund (an investment portfolio of Managed
Series Trust) as of November 30, 1994, and the results of its operations, the
changes in its net assets, and its financial highlights for the period from
January 27, 1994 (start of business) to November 30, 1994, in conformity with
generally accepted accounting principles.



                                                             ARTHUR ANDERSEN LLP



Pittsburgh, Pennsylvania
January 17, 1995


<PAGE>

                       THIS PAGE INTENTIONALLY LEFT BLANK

APPENDIX
- --------------------------------------------------------------------------------

STANDARD AND POOR'S RATINGS GROUP 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
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment some time in the future.

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

Independent Public Accountants
                    Arthur Andersen LLP                                    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 January 31, 1995



[Logo]
Federated Securities Corp.
Distributor
A Subsidiary of Federated Investors
Federated Investors Tower
Pittsburgh, PA  15222-3779

56166K800
3122008A-SEL (1/95)


[Logo]                             [Logo]
Federated Managed Growth           Federated Managed
and Income Fund                    Growth Fund




                  [Logo]
                  Lifecycle Investing
                  Managed Series Trust
                  From Federated Investors



[Logo]                             [Logo]
Federated Managed                  Federated Managed
Income Fund                        Aggressive Growth Fund




                         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 January 31, 1995. 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 January 31, 1995


[LOGO]       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
  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                                              6
  Restricted and Illiquid Securities                                           6
  Portfolio Turnover                                                           7
  Weighted Average Portfolio Duration                                          7

INVESTMENT LIMITATIONS                                                         8
- ---------------------------------------------------------------

MANAGED SERIES TRUST MANAGEMENT                                               10
- ---------------------------------------------------------------

  Officers and Trustees                                                       10
  The Funds                                                                   12
  Trust Ownership                                                             13

  Officers and Trustees Compensation                                          14

  Trustee Liability                                                           14

INVESTMENT ADVISORY SERVICES                                                  14
- ---------------------------------------------------------------

  Adviser to the Trust                                                        14
  Advisory Fees                                                               14
  Other Related Securities                                                    15

ADMINISTRATIVE SERVICES                                                       15
- ---------------------------------------------------------------

TRANSFER AGENT & DIVIDEND DISBURSING AGENT                                    15
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                        15
- ---------------------------------------------------------------

PURCHASING SHARES                                                             16
- ---------------------------------------------------------------

  Distribution and Shareholder Services Plans                                 16
  Conversion to Federal Funds                                                 16

DETERMINING NET ASSET VALUE                                                   17
- ---------------------------------------------------------------

  Determining Market Value of Securities                                      17
  Trading in Foreign Securities                                               17

REDEEMING SHARES                                                              17
- ---------------------------------------------------------------

  Redemption in Kind                                                          17

TAX STATUS                                                                    18
- ---------------------------------------------------------------

  The Portfolios' Tax Status                                                  18
  Foreign Taxes                                                               18
  Shareholders' Tax Status                                                    18

TOTAL RETURN                                                                  18
- ---------------------------------------------------------------

YIELD                                                                         19
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS                                                       19
- ---------------------------------------------------------------

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 risks on privately issued
       mortgage-related securities tend to increase during periods of declining
       mortgage interest rates because many borrowers refinance their mortgages
       to take advantage of the more favorable rates. Prepayments on 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
countries other than the United States.



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 open positions (marked to market) exceeds the current
       market value of its securities portfolio plus or minus the unrealized
       gain or loss on those open positions, adjusted for the correlation of
       volatility between the hedged securities and the futures contracts. If
       this limitation is exceeded at any time, 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


These transactions are made to secure what is considered to be an advantageous
price or yield for the Portfolios. 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 on
a Portfolio's records at the trade date. These assets are marked to market daily
and are maintained until the transaction has been settled. The Portfolio do not
intend to engage in when-issued and delayed delivery transactions to an extent
that would cause the segregation of more than 20% of the total value of a
Portfolio's 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.

PORTFOLIO TURNOVER


The Portfolios' 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 November 30, 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 153%, 132%, 71%, and 77%, respectively.


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:

            PVCF1(1)     PVCF2(2)     PVCF3(3)                PVCFn(n)
Duration = ---------- + ---------- + ---------- +  . . .  +  -----------
             PVTCF         PVTCF       PVTCF                     PVTCF

where

<TABLE>
<C>        <S>         <C>
    PVCFt  =           the present value of the cash flow in period t discounted at the prevailing yield-to-maturity
        t  =           the period when the cash flow is received
        n  =           remaining number of periods until maturity
                       total present value of the cash flow from the bond where the present value is determined using the revailing
    PVTCF  =           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.

     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.


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


MANAGED SERIES TRUST MANAGEMENT
- --------------------------------------------------------------------------------

Officers and Trustees are listed with their addresses, principal occupations,
and present positions.
- --------------------------------------------------------------------------------

John F. Donahue+*
Federated Investors Tower
Pittsburgh, PA

Chairman and Trustee


Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp.; Chairman, Passport Research, Ltd.; Director, tna Life and Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father of J. Christopher Donahue, Vice
President of the Trust.

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

Thomas G. Bigley
28th Floor
One Oxford Centre
Pittsburgh, PA 15219

Trustee

Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.
- --------------------------------------------------------------------------------

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Trustee

President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.
- --------------------------------------------------------------------------------

William J. Copeland
One PNC Plaza--23rd Floor
Pittsburgh, PA

Trustee

Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.
- --------------------------------------------------------------------------------

James E. Dowd
571 Hayward Mill Road
Concord, MA

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.
- --------------------------------------------------------------------------------

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

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Trustee

Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.
- --------------------------------------------------------------------------------


Edward L. Flaherty, Jr.+
Henny, Koehuba, Meyer & Flaherty
Two Gateway Center--Suite 674
Pittsburgh, PA


Trustee

Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Director, Eat'N
Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.
- --------------------------------------------------------------------------------

Peter E. Madden
225 Franklin Street
Boston, MA

Trustee

Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation and Trustee,
Lahey Clinic Foundation, Inc.
- --------------------------------------------------------------------------------


Gregor F. Meyer
Henny, Koehuba, Meyer & Flaherty
Two Gateway Center--Suite 674
Pittsburgh, PA


Trustee

Attorney-at-law; Partner, Henny, Koehuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds; formerly, Vice Chairman, Horizon
Financial, F.A.
- --------------------------------------------------------------------------------

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Trustee

Professor, Foreign Policy and Management Consultant; Trustee, Carnegie Endowment
for International Peace, RAND Corporation, Online Computer Library Center, Inc.,
and U.S. Space Foundation; Chairman, Czecho Slovak Management Center; Director,
Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; formerly, Chairman, National Advisory Council for
Environmental Policy and Technology.
- --------------------------------------------------------------------------------

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
- --------------------------------------------------------------------------------

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


Glen R. Johnson*
Federated Investors Tower
Pittsburgh, PA


President and Trustee


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


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


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA

Vice President

President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp.; President, Passport Research, Ltd.; Trustee, Federated Administrative
Services, Federated Services Company, and Federated Shareholder Services;
President or Vice President of the Funds; Director, Trustee, or Managing General
Partner of some of the Funds. Mr. Donahue is the son of John F. Donahue,
Chairman and Trustee of the Trust.
- --------------------------------------------------------------------------------

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Vice President

Executive Vice President and Trustee, Federated Investors; Director, Federated
Research Corp.; Chairman and Director, Federated Securities Corp.; President or
Vice President of some of the Funds; Director or Trustee of some of the Funds.
- --------------------------------------------------------------------------------


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA


Vice President and Treasurer


Vice President, Treasurer, and Trustee, Federated Investors; Vice President and
Treasurer, Federated Advisers, Federated Management, Federated Research,
Federated Research Corp., and Passport Research, Ltd.; Executive Vice President,
Treasurer, and Director, Federated Securities Corp.; Trustee, Federated Services
Company and Federated Shareholder Services; Chairman, Treasurer, and Trustee,
Federated Administrative Services; Trustee or Director of some of the Funds;
Vice President and Treasurer of the Funds.

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

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary

Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Vice President, Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and Secretary, Federated
Research Corp. and Passport Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee, Federated Administrative
Services; Secretary and Trustee, Federated Shareholder Services; Executive Vice
President and Director, Federated Securities Corp.; Vice President and Secretary
of the Funds.
- --------------------------------------------------------------------------------

 *This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940,
 as amended.

+Member of the Executive Committee. The Executive Committee of the Board of
 Trustees handles the responsibilities of the Board of Trustees between meetings
 of the Board.

THE FUNDS


"The Funds" and "Funds" mean the following investment companies:American Leaders
Fund, Inc.; Annuity Management Series; Arrow Funds; Automated Government Money
Trust; Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series; Edward
D. Jones & Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated
Exchange Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust;
Federated High Yield Trust; Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional Trust; Federated
Intermediate Government Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Intermediate Government Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated
U.S. Government Bond Fund; First Priority Funds; Fixed Income Securities, Inc.;
Fortress Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government Securities,
Inc.; Government Income Securities, Inc.; High Yield Cash Trust; Insight
Institutional Series, Inc.; Insurance Management Series; Intermediate Municipal
Trust; International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.; Liberty High Income Bond Fund,
Inc.; Liberty Municipal Securities Fund, Inc.; Liberty Term Trust, Inc.--1999;
Liberty U.S. Government Money Market Trust; Liberty Utility Fund, Inc.; Liquid
Cash Trust; Managed Series Trust; The Medalist Funds; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust; Municipal Securities
Income Trust; 111 Corcoran Funds; Peachtree Funds; The Planters Funds; Portage
Funds; RIMCO Monument Funds; The Shawmut Funds; Short-Term Municipal Trust; Star
Funds; The Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for U.S. Treasury
Obligations; World Investment Series, Inc.


TRUST OWNERSHIP

Officers and Trustees own less than 1% of the shares of the Trust.


As of January 11, 1995 the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of Federated Managed Income Fund:
The Peoples Bank & Trust Co., Tupelo, MS owned approximately 185,640.026 Shares
(5.158%); and CIBAT & Co., Laurel, MD owned approximately 445,609.118 Shares
(12.382%).


As of January 11, 1995 the following shareholders of record owned 5% or more of
the outstanding Select Shares of Federated Managed Income Fund: ENBTRUST,
Marysville, KS owned approximately 25,944.294 Shares (7.597%); The Farmers
Company, Lititz, PA owned approximately 24,508.190 Shares (7.176%); Industricorp
and Co., Inc., Minneapolis, MN owned approximately 19,920.689 Shares (5.883%);
J. Jones & Company, Atmore, AL owned approximately 18,753.694 Shares (5.491%);
IU & Co., Columbus, IN owned approximately 111,385.056 Shares (32.617%); and
Heritage Trust Company Grand Junction, CO owned approximately 34,536.462 Shares
(10.113%).


As of January 11, 1995 the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of Federated Managed Growth and
Income Fund: Careco, Salina, KS owned approximately 480,897.144 Shares
(10.230%).


As of January 11, 1995 the following shareholders of record owned 5% or more of
the outstanding Select Shares of Federated Managed Growth and Income Fund;
Biltmore Trust Company, Phoenix, AZ owned approximately 53,470,343 Shares
(13.669%); IU & Co., Columbus, IN owned approximately 111,762.445 Shares
(28.572%); and Barbara B. Brown Trust, Los Altos, CA owned approximately
20,271.588 Shares (5.182%).


As of January 11, 1995 the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of Federated Managed Growth Fund:
Careco, Salina, KS owned approximately 227,424.045 Shares (8.837%).


As of January 11, 1994 the following shareholders of record owned 5% or more of
the outstanding Select Shares of Federated Managed Growth Fund: Heritage Trust
Company, Grand Junction, CO owned approximately 26,053.569 Shares (7.590%);
National Financial Services, New York, NY owned approximately 20,856.109 Shares
(6.075%); Lafayette Bank & Trust Company, Lafayette, IN owned approximately
30,454,105 Shares (8.872%); and ENBTRUST, Marysville, KS owned approximately
67,076.174 Shares (19.541%).


As of January 11, 1994 the following shareholders of record owned 5% or more of
the outstanding Institutional Service Shares of Federated Managed Aggressive
Growth Fund: Glenview State Bank, Glenview, IL owned approximately 100,288.363
Shares (5.870%); CIBAT & Co., Laurel, MD owned approximately 378,799.785 Shares
(22.173%).


As of January 11, 1995 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 15,066.229 Shares (8.185%); The Farmers
Company, Lititz, PA owned approximately 16,641.003 Shares (9.041%); Lafayette
Bank & Trust Company, Lafayette, IN owned approximately 20,650.036 Shares
(11.219%); ENBTRUST, Marysville, KS owned approximately 29,811.490 Shares
(16.196%); and Heritage Trust Company, Grand Junction, CO owned approximately
41,995.990 Shares (22.816%).




OFFICERS AND TRUSTEES COMPENSATION


<TABLE>
<CAPTION>
                                                      AGGREGATE             TOTAL COMPENSATION PAID
                 NAME, POSITION                      COMPENSATION               TO TRUSTEES FROM
                   WITH TRUST                        FROM TRUST*+            TRUST AND FUND COMPLEX
<S>                                               <C>                 <C>
John F. Donahue, Chairman and Trustee                    $-0-         $-0- for the Trust and
                                                                      69 investment companies

Thomas G. Bigley, Trustee                                $-0-         $24,991 for the Trust and
                                                                      50 investment companies

John T. Conroy, Jr., Trustee                             $-0-         $136,100 for the Trust and
                                                                      65 investment companies

William J. Copeland, Trustee                             $-0-         $136,100 for the Trust and
                                                                      65 investment companies

James E. Dowd, Trustee                                   $-0-         $136,100 for the Trust and
                                                                      65 investment companies

Lawrence D. Ellis, M.D., Trustee                         $-0-         $123,600 for the Trust and
                                                                      65 investment companies

Edward L. Flaherty, Jr., Trustee                         $-0-         $136,100 for the Trust and
                                                                      65 investment companies

Peter E. Madden, Trustee                                 $-0-         $104,880 for the Trust and
                                                                      65 investment companies

Gregor F. Meyer, Trustee                                 $-0-         $123,600 for the Trust and
                                                                      65 investment companies

Wesley W. Posvar, Trustee                                $-0-         $123,600 for the Trust and
                                                                      65 investment companies

Majorie P. Smuts, Trustee                                $-0-         $123,600 for the Trust and
                                                                      65 investment companies
</TABLE>


 *Information is furnished for the period from March 11, 1994, the effective
  date of the Trust to November 30, 1994.


+The aggregate compensation is provided for the Trust which is comprised of four
 portfolios.


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 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.

ADVISORY FEES

For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus of each Portfolio.


For the period from January 18, 1994 (start of business) to November 30, 1994,
the Adviser for Federated Managed Income Fund earned advisory fees of $126,272,
all of which were waived. For the period from January 27, 1994 (start of
business) to November 30, 1994, the Adviser for Federated Managed Growth and
Income Fund, Federated Managed Growth Fund, and Federated Managed Aggressive
Growth Fund earned advisory fees of $154,964, $97,226, and $50,507,
respectively, of which $121,127, $97,226 and $50,507 were waived, respectively.



     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, 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 November 30, 1994, Federated Managed
Income Fund incurred $41,192 in administrative costs, none of which were waived.
For the period from January 27, 1994 (start of business) to November 30, 1994,
Federated Managed Growth and Income Fund, Federated Managed Growth Fund, and
Federated Managed Aggressive Growth Fund incurred $42,041, $42,466 and $41,617,
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.


TRANSFER AGENT & DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------


Federated Services Company serves as transfer agent and dividend disbursing
agent for the Portfolios. The fee paid to the transfer agent is based upon the
size, type and number of accounts and transactions made by shareholders.



Federated Services Company also maintains each Portfolio's accounting records.
The fee paid for this service is based upon the level of the Portfolio's average
net assets for the period plus out-of-pocket expenses.


BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally use those 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.


From May 25, 1994 (date of initial public investment) to November 30, 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 $13,743, $37,993, $38,358, and $28,757, respectively.


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."

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 27, 1994 (start of business) to November 30, 1994, the Select
Shares of Federated Managed Income Fund, Federated Managed Growth and Income
Fund, Federated Managed Growth Fund, and Federated Managed Aggressive Growth
Fund incurred $13,223, $10,942, $7,223 and $4,543, respectively, in distribution
services fees.



In addition, for the period from January 18, 1994 (start of business) to
November 30, 1994, there were no payments made pursuant to the Services Plan by
the Institutional Service Shares of Federated Managed Income Fund. For the
period from January 27, 1994 (start of business) to November 30, 1994, there
were no payments made pursuant to the 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
27, 1994 (start of business) to November 30, 1994, payments made pursuant to the
Services Plan by the Select Shares of Federated Managed Income Fund, Federated
Managed Growth and Income Fund, Federated Managed Growth Fund, and Federated
Managed Aggressive Growth Fund were $4,407, $3,647, $2,408 and $1,514,
respectively.


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 remaining maturities of 60 days or less at the
 time of purchase, 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 prospectuses under the section entitled "Redeeming
Institutional Service Shares" or "Redeeming Select 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 designated 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
- --------------------------------------------------------------------------------


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 November 30, 1994, were 0.55% and 0.26%, 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 November 30, 1994, were 0.02% and (0.40%), 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 November 30, 1994, were (0.59%) and (0.90%), 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 November 30, 1994, were (0.87%) and (1.20%),
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.



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 net asset value 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
- --------------------------------------------------------------------------------


Federated Managed Income Fund's 30-day SEC yields for Institutional Service
Shares and Select Shares were 6.41% and 5.64%, respectively, for the 30-day
period ended November 30, 1994. Federated Managed Growth and Income Fund's
30-day SEC yields for Institutional Service Shares and Select Shares were 5.58%
and 4.81%, respectively, for the 30-day period ended November 30, 1994.
Federated Managed Growth Fund's 30-day SEC yields for Institutional Service
Shares and Select Shares were 4.31% and 3.54%, respectively, for the 30-day
period ended November 30, 1994. Federated Managed Aggressive Growth Fund's
30-day SEC yields for Institutional Service Shares and Select Shares were 3.41%
and 2.64%, respectively, for the 30-day period ended November 30, 1994.

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, is a broadly diversified index consisting
 of approximately 600 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.

.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.

.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.

.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.

.MORNINGSTAR, INC., an independent rating service, is the publisher of the
 bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
 NASDAQ-listed mutual funds of all types, according to their risk-adjusted
 returns. The maximum rating is five stars, and ratings are effective for two
 weeks.

Advertisements and other sales literature for both classes of shares 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.

                                                                 56166K 800
                                                                 56166K 701
                                                                 56166K 404
                                                                 56166K 305
                                                                 56166K 602
                                                                 56166K 503
                                                                 56166K 206
                                                                 56166K 107


                                                                3122014B (1/95)


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

             ANNUAL REPORT FOR FISCAL YEAR ENDED NOVEMBER 30, 1994

     MANAGEMENT DISCUSSION AND ANALYSIS
     ---------------------------------------------------------------------------

          Since the Fund's inception on May 25, 1994, financial markets have
     moved in a trading range. Over the six months ended November 30, 1994,
     investors in large company stocks received a small income stream offset by
     a slight capital loss, as measured by the S&P 500 index. Bond investors did
     somewhat worse, as price declines generally eliminated all income returns
     to investment grade bonds, as measured by the Lehman Government Corporate
     Index.

          The Fund functions as a single, actively managed asset allocation
     portfolio that invests in individual securities across a wide variety of
     asset classes. The asset allocation within the Fund is based on the belief
     that long-term investors achieve superior returns over time by moving in
     the direction of undervaluation and away from overvaluation. Major changes
     in portfolio weights are driven by major changes in the relative valuation
     among asset classes. An example of the emphasis on value was an allocation
     change in early November, which decreased the amount invested in stocks and
     increased the amount invested in bonds. Bonds offer better value than
     stocks, and management believes they should have better returns over the
     next few years.

          The Fund's largest positions are in domestic investment grade bonds,
     although there are modest positions in high yield and foreign bonds.
     Duration of the fixed-income portfolio
     is limited to the 2 to 4 year range, because volatility due to interest
     rate movements will
     typically be less than that found in intermediate-term bonds. The rise in
     interest rates since
     October 1993 improved the value of the bond market, and bond yields now
     provide a better cushion against prospective inflation. This improved value
     leads management to believe that a pause in the bear market in bonds is
     likely. Since the yield curve is relatively steep, maintaining a short
     maturity bond portfolio causes a sizable reduction in income. Therefore, in
     July the Fund modestly extended the maturity of its bond portfolio and
     changed the bond portfolio duration from 2.5 to 3.0 years. This move
     increases the income earned by the Fund; however, it also increases the
     Fund's sensitivity to interest rate changes. Management expects to maintain
     an average duration of 3.0 years for the bond portfolio for the next few
     quarters. A return to a shorter maturity and more defensive position is
     expected after cyclical inflation pressures worsen.

          The modest equity portion of the Fund emphasizes income-oriented
     equities, such as large company U.S. stocks and utility stocks. The yield
     advantage of holding utilities is substantial, and management believes that
     utilities represent good relative value in comparison to industrial stocks.
     Therefore, utility stocks have an above normal weight in the Fund.

FEDERATED MANAGED INCOME FUND
(INSTITUTIONAL SERVICE SHARES)
- --------------------------------------------------------------------------------

          GROWTH OF $25,000 INVESTED IN FEDERATED MANAGED INCOME FUND
                         (INSTITUTIONAL SERVICE SHARES)

     The graph below illustrates the hypothetical investment of $25,000 in
Federated Managed Income Fund (Institutional Service Shares) (the "Fund") from
May 25, 1994 (start of performance) to November 30, 1994 compared to the Lehman
Brothers Government/Corporate Index ("LBGC")+, and the Managed Income Indices
Blend ("MIIB")+.

GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A1.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The LBGC and the MIIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The LBGC is not adjusted to reflect sales loads, expenses, or other fees that
 the SEC requires to be reflected in the Fund's performance.

++The MIIB is a blend of index total returns that represent the Fund's
 allocation
 in the market sectors. The blend is comprised of 9% Standard and Poor's 500
 Index, 1% Russell 2000 Index, 5% Standard & Poor's Utility Index, 1% Morgan
 Stanley Europe Australia Far East Index, 29% Merrill Lynch 91-Day Treasury Bill
 Index, 7% Lehman Brothers 1-3 year Government Index, 20% Lehman Brothers
 Mortgage Index, 20% Lehman Brothers Intermediate Corporate Index, 4% Lehman
 Brothers Single B Rated Index, and 4% J.P. Morgan Government Bond Non-U.S.
 Index. Each index is reported net of sales loads, expenses, or other fees that
 the SEC requires to be reflected in a fund's performance.

FEDERATED MANAGED INCOME FUND
(SELECT SHARES)
- --------------------------------------------------------------------------------

          GROWTH OF $10,000 INVESTED IN FEDERATED MANAGED INCOME FUND
                                (SELECT SHARES)

     The graph below illustrates the hypothetical investment of $10,000 in
Federated Managed Income Fund (Select Shares) (the "Fund") from May 25, 1994
(start of performance) to November 30, 1994 compared to the Lehman Brothers
Government/Corporate Index ("LBGC")+, and the Managed Income Indices Blend
("MIIB")+.

GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A2.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The LBGC and the MIIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The LBGC is not adjusted to reflect sales loads, expenses, or other fees that
the SEC requires to be reflected in the Fund's performance.

++The MIIB is a blend of index total returns that represent the Fund's
 allocation
 in the market sectors. The blend is comprised of 9% Standard and Poor's 500
 Index, 1% Russell 2000 Index, 5% Standard & Poor's Utility Index, 1% Morgan
 Stanley Europe Australia Far East Index, 29% Merrill Lynch 91-Day Treasury Bill
 Index, 7% Lehman Brothers 1-3 year Government Index, 20% Lehman Brothers
 Mortgage Index, 20% Lehman Brothers Intermediate Corporate Index, 4% Lehman
 Brothers Single B Rated Index, and 4% J.P. Morgan Government Bond Non-U.S.
 Index. Each index is reported net of sales loads, expenses, or other fees that
 the SEC requires to be reflected in a fund's performance.

[LOGO] FEDERATED SECURITIES CORP.
       -------------------------------------------------------------------------
       Distributor
       56166K206
       56166K107
       G00873-01 (1/95)

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

             ANNUAL REPORT FOR FISCAL YEAR ENDED NOVEMBER 30, 1994

     MANAGEMENT DISCUSSION AND ANALYSIS
     ---------------------------------------------------------------------------

          Since the Fund's inception on May 25, 1994, financial markets have
     moved in a trading range. Over the six months ended November 30, 1994,
     investors in large company stocks received a small income stream offset by
     a slight capital loss, as measured by the S&P 500 index. Bond investors did
     somewhat worse, as price declines generally eliminated all income returns
     to investment grade bonds, as measured by the Lehman Government Corporate
     Index.

          The Fund functions as a single, actively managed asset allocation
     portfolio that invests in individual securities across a wide variety of
     asset classes. Management believes that long-term investors achieve
     superior returns over time by moving in the direction of undervaluation and
     away from overvaluation. Therefore, major shifts in portfolio weights are
     driven by major changes in relative valuation among asset classes. An
     example of the emphasis on value was an allocation change in early
     November, which decreased the amount invested in stocks and increased the
     amount invested in bonds. Bonds offer better value than stocks, and
     management believes they should have better returns over the next few
     years.

          A well-diversified portfolio has the advantage that asset classes will
     tend to experience periods of volatility at different times. Currently, the
     Fund holds positions in ten different asset classes. This diversification
     allows the Fund to benefit from the higher expected returns available in
     more volatile asset classes. However, overall portfolio volatility is
     generally less than the volatility of asset classes in the portfolio.

          Within the bond portion of the Fund, foreign bonds are currently set
     at above normal weights. Management believes that foreign bonds are quite
     attractive for two reasons--their yields adjusted for prospective inflation
     are higher than domestic bonds and their economies are at earlier stages of
     the business cycle and less susceptible to rapidly rising inflation than
     the U.S. economy. Modest positions are also held in other high return asset
     classes such as foreign stocks, U.S. small company stocks and high yield
     corporate bonds. These positions have good return potential, but each asset
     class is less than 10% of the fund.

          The rapid rise in interest rates since October 1993 created value in
     the bond market. Yields on bonds now have a much better cushion against
     inflation. In response to these higher yields, management extended the
     maturity of the bond portfolio in July. This increased the interest rate
     sensitivity of the Fund, but it also increased the interest earned by the
     Fund. As cyclical inflation pressures worsen over the coming year,
     management anticipates returning to a defensive, and shorter maturity, bond
     position.

FEDERATED MANAGED GROWTH AND INCOME FUND
(INSTITUTIONAL SERVICE SHARES)
- --------------------------------------------------------------------------------

     GROWTH OF $25,000 INVESTED IN FEDERATED MANAGED GROWTH AND INCOME FUND
                         (INSTITUTIONAL SERVICE SHARES)

     The graph below illustrates the hypothetical investment of $25,000 in
Federated Managed Growth and Income Fund (Institutional Service Shares) (the
"Fund") from May 25, 1994 (start of performance) to November 30, 1994 compared
to the Lehman Brothers Government/Corporate Index ("LBGC")+, and the Managed
Growth and Income Indices Blend ("MGIIB")+.

GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A3.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The LBGC and the MGIIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The LBGC is not adjusted to reflect sales loads, expenses, or other fees that
 the SEC requires to be reflected in the Fund's performance.

++The MGIIB is a blend of index total returns that represent the Fund's
 allocation in the market sectors. The blend is comprised of 20% Standard and
 Poor's 500 Index, 3% Russell 2000 Index, 8% Standard & Poor's Utility Index, 3%
 Morgan Stanley Europe Australia Far East Index, 6% Merrill Lynch 91-Day
 Treasury Bill Index, 5% Lehman Brothers 1-3 year Government Index, 19% Lehman
 Brothers Intermediate Treasury Index, 15% Lehman Brothers Mortgage Index, 15%
 Lehman Brothers Intermediate Corporate Index, 3% Lehman Brothers Single B Rated
 Index, and 3% J.P. Morgan Government Bond Non-U.S. Index. Each index is
 reported net of sales loads, expenses, or other fees that the SEC requires to
 be reflected in a fund's performance.

FEDERATED MANAGED GROWTH AND INCOME FUND
(SELECT SHARES)
- --------------------------------------------------------------------------------

     GROWTH OF $10,000 INVESTED IN FEDERATED MANAGED GROWTH AND INCOME FUND
                                (SELECT SHARES)

    The graph below illustrates the hypothetical investment of $10,000 in
Federated Managed Growth and Income Fund (Select Shares) (the "Fund") from May
25, 1994 (start of performance) to November 30, 1994 compared to the Lehman
Brothers Government/Corporate Index ("LBGC")+, and the Managed Growth and Income
Indices Blend ("MGIIB")+.

GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A4.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The LBGC and the MGIIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The LBGC is not adjusted to reflect sales loads, expenses, or other fees that
 the SEC requires to be reflected in the Fund's performance.

++The MGIIB is a blend of index total returns that represent the Fund's
 allocation in the market sectors. The blend is comprised of 20% Standard and
 Poor's 500 Index, 3% Russell 2000 Index, 8% Standard & Poor's Utility Index, 3%
 Morgan Stanley Europe Australia Far East Index, 6% Merrill Lynch 91-Day
 Treasury Bill Index, 5% Lehman Brothers 1-3 year Government Index, 19% Lehman
 Brothers Intermediate Treasury Index, 15% Lehman Brothers Mortgage Index, 15%
 Lehman Brothers Intermediate Corporate Index, 3% Lehman Brothers Single B Rated
 Index, and 3% J.P. Morgan Government Bond Non-U.S. Index. Each index is
 reported net of sales loads, expenses, or other fees that the SEC requires to
 be reflected in a fund's performance.

[LOGO] FEDERATED SECURITIES CORP.
       -------------------------------------------------------------------------
       Distributor
       56166K404
       56166K305
       G00872-01 (1/95)

FEDERATED MANAGED GROWTH FUND
- --------------------------------------------------------------------------------

             ANNUAL REPORT FOR FISCAL YEAR ENDED NOVEMBER 30, 1994

     MANAGEMENT DISCUSSION AND ANALYSIS
     ---------------------------------------------------------------------------

          Since the Fund's inception on May 25, 1994, financial markets have
     moved in a trading range. Over the six months ended November 30, 1994,
     investors in large company stocks received a small income stream offset by
     a slight capital loss, as measured by the S&P 500 index. Bond investors did
     somewhat worse, as price declines generally eliminated all income returns
     to investment grade bonds, as measured by the Lehman Government Corporate
     Index.

          The Fund functions as a single, actively managed asset allocation
     portfolio that invests in individual securities across a wide variety of
     asset classes. The asset allocation within the Fund is based on the belief
     that long-term investors achieve superior returns over time by moving in
     the direction of undervaluation and away from overvaluation. Major changes
     in portfolio composition are driven by major changes in relative valuation
     among asset classes. An example of the emphasis on value was an allocation
     change in early November, which decreased the amount invested in stocks and
     increased the amount invested in bonds. Bonds offer better value than
     stocks, and management believes they should have better returns over the
     next few years.

          Large company U.S. stocks are the largest equity sector. In the Fund's
     current asset allocation, however, sizable positions are also held in both
     small company stocks and foreign stocks, sectors that management believes
     possess good relative value in comparison to large company stocks. The
     small company stock position of the fund now includes 100 stocks chosen for
     their good value, improving earnings and good relative price momentum.

          The bond portion of the Fund represents 45% of the Fund's assets.
     Illustrating management's emphasis on value in setting asset allocations,
     foreign bonds are held at an above average position because after
     adjustment for prospective inflation foreign bond yields are higher than
     yields available on domestic bonds. Foreign bonds also benefit from the
     economic environment overseas. The U.S. is at a more mature stage of the
     business cycle and, therefore, is more susceptible to the possibility of
     accelerating inflation.

          Management believes that a pause in the bear market is likely and
     lengthened bond maturities and extended the duration of the bond portfolio
     in July. This was done in order to increase the income generated by the
     Fund. As cyclical inflation pressures worsen over the coming year, a return
     to a defensive, or shorter maturity, bond position is anticipated.

FEDERATED MANAGED GROWTH FUND
(INSTITUTIONAL SERVICE SHARES)
- --------------------------------------------------------------------------------

          GROWTH OF $25,000 INVESTED IN FEDERATED MANAGED GROWTH FUND
                         (INSTITUTIONAL SERVICE SHARES)

     The graph below illustrates the hypothetical investment of $25,000 in
Federated Managed Growth Fund (Institutional Service Shares) (the "Fund") from
May 25, 1994 (start of performance) to November 30, 1994 compared to the
Standard and Poor's 500 Index ("SP500")+, and the Managed Growth Indices Blend
("MGIB")+.

GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A5.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The SP500 and the MGIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The SP500 is not adjusted to reflect sales loads, expenses, or other fees that
 the SEC requires to be reflected in the Fund's performance.

++The MGIB is a blend of index total returns that represent the Fund's
 allocation
 in the market sectors. The blend is comprised of 33% Standard and Poor's 500
 Index, 9% Russell 2000 Index, 3% Standard & Poor's Utility Index, 9% Morgan
 Stanley Europe Australia Far East Index, 6% Merrill Lynch 91-Day Treasury Bill
 Index, 11% Lehman Brothers Intermediate Treasury Index, 5% Lehman Brothers Long
 Treasuries Index, 6% Lehman Brothers Mortgage Index, 6% Lehman Brothers
 Intermediate Corporate Index, 6% Lehman Brothers Single B Rated Index, and 6%
 J.P. Morgan Government Bond Non-U.S. Index. Each index is reported net of sales
 loads, expenses, or other fees that the SEC requires to be reflected in a
 fund's performance.

FEDERATED MANAGED GROWTH FUND
(SELECT SHARES)
- --------------------------------------------------------------------------------

          GROWTH OF $10,000 INVESTED IN FEDERATED MANAGED GROWTH FUND
                                (SELECT SHARES)

     The graph below illustrates the hypothetical investment of $10,000 in
Federated Managed Growth Fund (Select Shares) (the "Fund") from May 25, 1994
(start of performance) to November 30, 1994 compared to the Standard and Poor's
500 Index ("SP500")+, and the Managed Growth Indices Blend ("MIIB")+.

GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A6.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The SP500 and the MGIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The SP500 is not adjusted to reflect sales loads, expenses, or other fees that
 the SEC requires to be reflected in the Fund's performance.

++The MGIB is a blend of index total returns that represent the Fund's
 allocation
 in the market sectors. The blend is comprised of 33% Standard and Poor's 500
 Index, 9% Russell 2000 Index, 3% Standard & Poor's Utility Index, 9% Morgan
 Stanley Europe Australia Far East Index, 6% Merrill Lynch 91-Day Treasury Bill
 Index, 11% Lehman Brothers Intermediate Treasury Index, 5% Lehman Brothers Long
 Treasuries Index, 6% Lehman Brothers Mortgage Index, 6% Lehman Brothers
 Intermediate Corporate Index, 6% Lehman Brothers Single B Rated Index, and 6%
 J.P. Morgan Government Bond Non-U.S. Index. Each index is reported net of sales
 loads, expenses, or other fees that the SEC requires to be reflected in a
 fund's performance.

[LOGO] FEDERATED SECURITIES CORP.
       -------------------------------------------------------------------------
       Distributor
       56166K602
       56166K503
       G00871-01 (1/95)


FEDERATED MANAGED AGGRESSIVE GROWTH FUND
- --------------------------------------------------------------------------------

             ANNUAL REPORT FOR FISCAL YEAR ENDED NOVEMBER 30, 1994

     MANAGEMENT DISCUSSION AND ANALYSIS
     ---------------------------------------------------------------------------

          Since the Fund's inception on May 25, 1994, financial markets have
     moved in a trading range. Over the six months ended November 30, 1994,
     investors in large company stocks received a small income stream offset by
     a slight capital loss, as measured by the S&P 500 index. Bond investors did
     somewhat worse, as price declines generally eliminated all income returns
     to investment grade bonds, as measured by the Lehman Government Corporate
     Index.

          The Fund functions as a single, actively managed asset allocation
     portfolio that invests in individual securities across a wide variety of
     asset classes. The asset allocation within the fund is based on the belief
     that long-term investors achieve superior returns over time by moving in
     the direction of undervaluation and away from overvaluation. Major changes
     in portfolio weights are driven by major changes in relative valuation
     among asset classes. An example of the emphasis on value was an allocation
     change in early November, which decreased the amount invested in stocks and
     increased the amount invested in bonds. Bonds offer better value than
     stocks, and management believes they should have better returns over the
     next few years.

          Approximately 70% of the Fund's assets are invested in the equity
     area. Two high-return, high-volatility sectors of the equity market, small
     company stocks and foreign stocks, each have an above average allocation in
     the Fund. The small company stock sector offers good relative value in
     comparison to large company U.S. stocks. The Fund now holds 100 stocks in
     the small company area chosen for their combination of good value,
     improving earnings and good price action.

          Approximately 30% of the Fund's assets are invested in bonds. Four
     sectors of the bond market are represented in the
     portfolio--mortgaged-backed securities; long maturity U.S. Treasuries,
     which offer good returns if interest rates decline; high yield corporate
     bonds, which management believes can benefit from a strengthening economy;
     and foreign bonds, which offer higher yields after adjustment for
     prospective inflation.

          Management believes that a pause in the bear market is likely and
     lengthened bond maturities and extended the duration of the bond portfolio
     in July. This was done in order to raise the income generated by the Fund.
     Overall, the bond portion of the Fund is positioned with a duration of 6.0
     years, providing a sensitivity to changes in interest rates in the middle
     of the Fund's normal range. As cyclical inflation pressures worsen over the
     coming year, a return to a defensive, or shorter maturity, bond position is
     anticipated.

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
(INSTITUTIONAL SERVICE SHARES)
- --------------------------------------------------------------------------------

     GROWTH OF $25,000 INVESTED IN FEDERATED MANAGED AGGRESSIVE GROWTH FUND
                         (INSTITUTIONAL SERVICE SHARES)

     The graph below illustrates the hypothetical investment of $25,000 in
Federated Managed Aggressive Growth Fund (Institutional Service Shares) (the
"Fund") from May 25, 1994 (start of performance) to November 30, 1994 compared
to the Standard and Poor's 500 Index ("SP500")+, and the Managed Aggressive
Growth Indices Blend ("MAGIB")+.


GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A7.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The SP500 and the MAGIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The SP500 is not adjusted to reflect sales loads, expenses, or other fees that
 the SEC requires to be reflected in the Fund's performance.

++The MAGIB is a blend of index total returns that represent the Fund's
 allocation in the market sectors. The blend is comprised of 40% Standard and
 Poor's 500 Index, 16% Russell 2000 Index,
 16% Morgan Stanley Europe Australia Far East Index, 8% Merrill Lynch 91-Day
 Treasury Bill Index, 1% Lehman Brothers Intermediate Treasury Index, 5% Lehman
 Brothers Long Treasuries Index, 3% Lehman Brothers Mortgage Index, 3% Lehman
 Brothers Intermediate Corporate Index, 4% Lehman Brothers Single B Rated Index,
 and 4% J.P. Morgan Government Bond Non-U.S. Index. Each index is reported net
 of sales loads, expenses, or other fees that the SEC requires to be reflected
 in a fund's performance.

FEDERATED MANAGED AGGRESSIVE GROWTH FUND
(SELECT SHARES)
- --------------------------------------------------------------------------------

     GROWTH OF $10,000 INVESTED IN FEDERATED MANAGED AGGRESSIVE GROWTH FUND
                                (SELECT SHARES)

     The graph below illustrates the hypothetical investment of $10,000 in
Federated Managed Aggressive Growth Fund (Select Shares) (the "Fund") from May
25, 1994 (start of performance) to November 30, 1994 compared to the Standard
and Poor's 500 Index ("SP500")+, and the Managed Aggressive Growth Indices Blend
("MAGIB")+.


GRAPHIC REPRESENTATION OMITTED. SEE APPENDIX A8.

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT RETURN
AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY MAY BE
WORTH MORE OR LESS THAN ORIGINAL COST. MUTUAL FUNDS ARE NOT OBLIGATIONS OF OR
GUARANTEED BY ANY BANK AND ARE NOT FEDERALLY INSURED.

This report must be preceded or accompanied by the Fund's prospectus dated
January 31, 1995, and, together with financial statements contained therein,
constitutes the Fund's annual report.

*The Fund's performance assumes the reinvestment of all dividends and
 distributions. The SP500 and the MAGIB have been adjusted to reflect
 reinvestment of dividends on securities in the indices.

+The SP500 is not adjusted to reflect sales loads, expenses, or other fees that
 the SEC requires to be reflected in the Fund's performance.

++The MAGIB is a blend of index total returns that represent the Fund's
 allocation in the market sectors. The blend is comprised of 40% Standard and
 Poor's 500 Index, 16% Russell 2000 Index, 16% Morgan Stanley Europe Australia
 Far East Index, 8% Merrill Lynch 91-Day Treasury Bill Index, 1% Lehman Brothers
 Intermediate Treasury Index, 5% Lehman Brothers Long Treasuries Index, 3%
 Lehman Brothers Mortgage Index, 3% Lehman Brothers Intermediate Corporate
 Index, 4% Lehman Brothers Single B Rated Index, and 4% J.P. Morgan Government
 Bond Non-U.S. Index. Each index is reported net of sales loads, expenses, or
 other fees that the SEC requires to be reflected in a fund's performance.

[LOGO] FEDERATED SECURITIES CORP.
       -------------------------------------------------------------------------
       Distributor
       56166K800
       56166K701
       G00769-01 (1/95)

APPENDIX


A 1.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Managed Income Fund
(Institutional Service Shares) (the "Fund") is represented by
a
broken line. The Managed Income Indices Blend is represented
by a
dotted line.  The Lehman Brothers Government/Corporate Index
is
represented by a solid line.  The line graph is a visual
representation of a comparison of change in value of a
hypothetical $25,000 purchase in the Fund and the Managed
Income
Indices Blend and the Lehman Brothers Government/Corporate
Index.
The "y" axis reflects the cost of the investment.  The "x"
axis
reflects computation periods from the Fund's start of
business,
May 25, 1994, through November 30, 1994.  The right margin
reflects the ending value of the hypothetical investment in
the
Fund as compared to  the Managed Income Indices Blend and the
Lehman Brothers Government/Corporate Index; the ending values
are
$25,138.00, $25,298.00, and $24,993.00, respectively.  There
is
also a legend in beneath the graphic presentation which
indicates
the Cumulative Total Return for the period ended November 30,
1994, beginning with the inception date of the Fund (May 25,
1994); the Cumulative Total Return is 0.55%.

A 2.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Managed Income Fund
(Select
Shares) (the "Fund") is represented by a broken line. The
Managed
Income Indices Blend is represented by a dotted line.  The
Lehman
Brothers Government/Corporate Index is represented by a solid
line.  The line graph is a visual representation of a
comparison
of change in value of a hypothetical $10,000 purchase in the
Fund
and the Managed Income Indices Blend and the Lehman Brothers
Government/Corporate Index.  The "y" axis reflects the cost
of the
investment.  The "x" axis reflects computation periods from
the
Fund's start of business, May 25, 1994, through November 30,
1994.
The right margin reflects the ending value of the
hypothetical
investment in the Fund as compared to  the Managed Income
Indices
Blend and the Lehman Brothers Government/Corporate Index; the
ending values are $10,026.00, $10,119.00, and $9,997.00,
respectively.  There is also a legend in beneath the graphic
presentation which indicates the Cumulative Total Return for
the
period ended November 30, 1994, beginning with the inception
date
of the Fund (May 25, 1994); the Cumulative Total Return is
0.55%.


A 3.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Managed Growth and
Income
Fund (Institutional Service Shares) (the "Fund")is
represented by
a broken line. The Managed Growth and Income Indices Blend is
represented by a dotted line.  The Lehman Brothers
Government/Corporate Index is represented by a solid line.
The
line graph is a visual representation of a comparison of
change in
value of a hypothetical $25,000 purchase in the Fund and the
Managed Growth and Income Indices Blend and the Lehman
Brothers
Government/Corporate Index.  The "y" axis reflects the cost
of the
investment.  The "x" axis reflects computation periods from
the
Fund's start of business, May 25, 1994, through November 30,
1994.
The right margin reflects the ending value of the
hypothetical
investment in the Fund as compared to the Managed Growth and
Income Indices Blend and the Lehman Brothers
Government/Corporate
Index; the ending values are $25,005.00, $25,116.95 and
$24,992.50, respectively.  There is also a legend in beneath
the
graphic presentation which indicates the Cumulative Total
Return
for the period ended November 30, 1994, beginning with the
inception date of the Fund (May 25, 1994); the Cumulative
Total
Return is 0.02%.


A 4.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Managed Growth and
Income
Fund (Select Shares) (the "Fund")is represented by a broken
line.
The Managed Growth and Income Indices Blend is represented by
a
dotted line.  The Lehman Brothers Government/Corporate Index
is
represented by a solid line.  The line graph is a visual
representation of a comparison of change in value of a
hypothetical $10,000 purchase in the Fund and the Managed
Growth
and Income Indices Blend and the Lehman Brothers
Government/Corporate Index.  The "y" axis reflects the cost
of the
investment.  The "x" axis reflects computation periods from
the
Fund's start of business, May 25, 1994, through November 30,
1994.
The right margin reflects the ending value of the
hypothetical
investment in the Fund as compared to the Managed Growth and
Income Indices Blend and the Lehman Brothers
Government/Corporate
Index; the ending values are $9,997.00, $10,066.78, and
$9,960.00,
respectively.  There is also a legend in beneath the graphic
presentation which indicates the Cumulative Total Return for
the
period ended November 30, 1994, beginning with the inception
date
of the Fund (May 25, 1994); the Cumulative Total Return is
(0.40%).


A 5.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Growth Fund
(Institutional
Service Shares) (the "Fund")is represented by a broken line.
The
Managed Growth Indices Blend is represented by a dotted line.
The
Standard and Poor's 500 Index is represented by a solid line.
The
line graph is a visual representation of a comparison of
change in
value of a hypothetical $25,000 purchase in the Fund and the
Managed Growth Indices Blend and the Standard and Poor's 500
Index.  The "y" axis reflects the cost of the investment.
The "x"
axis reflects computation periods from the Fund's start of
business, May 25, 1994, through November 30, 1994.  The right
margin reflects the ending value of the hypothetical
investment in
the Fund as compared to  the Managed Growth Indices Blend and
the
Standard and Poor's 500 Index; the ending values are
$24,853.00,
$25,168.00 and $25,200.00, respectively.  There is also a
legend
in beneath the graphic presentation which indicates the
Cumulative
Total Return for the period ended November 30, 1994,
beginning
with the inception date of the Fund (May 25, 1994); the
Cumulative
Total Return is (0.59%).


A 6.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Managed Growth Fund
(Select
Shares) (the "Fund")is represented by a broken line. The
Managed
Growth Indices Blend is represented by a dotted line.  The
Standard and Poor's 500 Index is represented by a solid line.
The
line graph is a visual representation of a comparison of
change in
value of a hypothetical $10,000 purchase in the Fund and the
Managed Growth Indices Blend and the Standard and Poor's 500
Index.  The "y" axis reflects the cost of the investment.
The "x"
axis reflects computation periods from the Fund's start of
business, May 25, 1994, through November 30, 1994.  The right
margin reflects the ending value of the hypothetical
investment in
the Fund as compared to  the Managed Growth Indices Blend and
the
Standard and Poor's 500 Index; the ending values are
$9,910.00,
$10,067.00 and $10,080.00, respectively.  There is also a
legend
in beneath the graphic presentation which indicates the
Cumulative
Total Return for the period ended November 30, 1994,
beginning
with the inception date of the Fund (May 25, 1994); the
Cumulative
Total Return is (0.90%).


A 7.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Managed Aggressive
Growth
Fund (Institutional Service Shares) (the "Fund")is
represented by
a broken line. The Managed Aggressive Growth Indices Blend is
represented by a dotted line.  The Standard and Poor's 500
Index
is represented by a solid line.  The line graph is a visual
representation of a comparison of change in value of a
hypothetical $25,000 purchase in the Fund and the Managed
Aggressive Growth Indices Blend and the Standard and Poor's
500
Index.  The "y" axis reflects the cost of the investment.
The "x"
axis reflects computation periods from the Fund's start of
business, May 25, 1994, through November 30, 1994.  The right
margin reflects the ending value of the hypothetical
investment in
the Fund as compared to  the Managed Aggressive Growth
Indices
Blend and the Standard and Poor's 500 Index; the ending
values are
$24,783.00, $25,123.00 and $25,200.00, respectively.  There
is
also a legend in beneath the graphic presentation which
indicates
the Cumulative Total Return for the period ended November 30,
1994, beginning with the inception date of the Fund (May 25,
1994); the Cumulative Total Return is (0.87%).


A 8.  The graphic presentation here displayed consists of a
boxed
legend in the bottom center indicating the components of the
corresponding line graph.  Federated Managed Aggressive
Growth
Fund (Select Shares) (the "Fund")is represented by a broken
line.
The Managed Aggressive Growth Indices Blend is represented by
a
dotted line.  The Standard and Poor's 500 Index is
represented by
a solid line.  The line graph is a visual representation of a
comparison of change in value of a hypothetical $10,000
purchase
in the Fund and the Managed Aggressive Growth Indices Blend
and
the Standard and Poor's 500 Index.  The "y" axis reflects the
cost
of the investment.  The "x" axis reflects computation periods
from
the Fund's start of business, May 25, 1994, through November
30,
1994.  The right margin reflects the ending value of the
hypothetical investment in the Fund as compared to  the
Managed
Aggressive Growth Indices Blend and the Standard and Poor's
500
Index; the ending values are $9,880.00, $10,049.00 and
$10,080.00,
respectively.  There is also a legend in beneath the graphic
presentation which indicates the Cumulative Total Return for
the
period ended November 30, 1994, beginning with the inception
date
of the Fund (May 25, 1994); the Cumulative Total Return is
(1.20%).



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