WORLD INVESTMENT SERIES INC
485APOS, 1995-12-01
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                                   1933 Act File No. 33-52149
                                   1940 Act File No. 811-7141

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        X

   Pre-Effective Amendment No.          ..........

   Post-Effective Amendment No.  4      ..........        X

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     X

   Amendment No.   6    ..........................        X

                         WORLD INVESTMENT SERIES, INC.

               (Exact Name of Registrant as Specified in Charter)

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

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

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

It is proposed that this filing will become effective:

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

If appropriate, check the following box:

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

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

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



CROSS-REFERENCE SHEET

     This amendment to the Registration Statement of World Investment
Series, Inc., which is comprised of six portfolios:  (1) World Utility Fund
consisting of four classes of shares (a) Class A Shares, (b) Fortress
Shares, (c) Class B Shares, and (d) Class C Shares; (2) Federated Asia
Pacific Growth Fund consisting of three classes of shares (a) Class A
Shares, (b) Class B Shares, and (c) Class C Shares; (3) Federated Emerging
Markets Fund consisting of three classes of shares (a) Class A Shares, (b)
Class B Shares, and (c) Class C Shares; (4) Federated European Growth Fund
consisting of three classes of shares (a) Class A Shares, (b) Class B
Shares, and (c) Class C Shares; (5) Federated International Small Company
Fund consisting of three classes of shares (a) Class A Shares, (b) Class B
Shares, and (c) Class C Shares; and (6) Federated Latin American Growth
Fund consisting of three classes of shares (a) Class A Shares, (b) Class B
Shares, and (c) Class C Shares relates to only five of its portfolios,
Federated Asia Pacific Growth Fund, Federated Emerging Markets Fund,
Federated European Growth Fund, Federated International Small Company Fund
and Federated Latin American Growth Fund, and is comprised of the
following:

PART A. INFORMATION REQUIRED IN A PROSPECTUS.

                                   Prospectus Heading
                                   (Rule 404(c) Cross Reference)

Item 1.   Cover Page...............(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)Cover
                                   Page.
Item 2.   Synopsis.................(1a-d, 2a-c,3a-c,4a-c,5a-c,6a-c) Summary
                                   of Fund Expenses.
Item 3.   Condensed Financial
          Information .............(1a-d, 2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Performance Information; (1a, 1b)
                                   Financial Highlights.
Item 4.   General Description
          of Registrant  ..........(1a-d, 2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Synopsis; (1a-d, 2a-c,3a-c,4a-c,
                                   5a-c,6a-c) Liberty Family of Funds;
                                   (1b) Fortress Investment Program; (1a-d,
                                   2a-c,3a-c,4a-c,5a-c,6a-c) Investment
                                   Information; (1a-d, 2a-c,3a-c,4a-c,5a-
                                   c,6a-c) Investment Objective; (1a-d, 2a-
                                   c,3a-c,4a-c,
                                   5a-c,6a-c) Investment Policies; (1a-d)
                                   Risk Factors and Investment
                                   Considerations; (1a-d) Other Investment
                                   Practices; (1a-d,2a-c,
                                   3a-c,4a-c,5a-c,6a-c) Investment
                                   Limitations.
Item 5.   Management of the Fund...(1b) World Investment Series, Inc.
                                   Information; (1a,1c,1d) Fund
                                   Information; (2a-c,3a-c,4a-c,
                                   5a-c,6a-c) Corporation Information; (1b,
                                   2a-c,3a-c,4a-c,5a-c,6a-c) Management of
                                   the Corporation; (1a,1c,1d) Management
                                   of the Fund; (1a,1c,1d, 2a-c,3a-c,4a-
                                   c,5a-c,6a-c) Distribution of Shares;
                                   (1b) Distribution of Fortress Shares;
                                   (1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Administration of the Fund; (1b)
                                   Expenses of the Fund and Fortress
                                   Shares; (1a,1c,1d) Expenses of the
                                   Corporation and Shares; (2a-c,3a-c,4a-
                                   c,5a-c,6a-c) Expenses of the Fund and
                                   Class A Shares, Class B Shares, and
                                   Class C Shares; (1a-d,2a-c,3a-c,4a-c,5a-
                                   c,6a-c) Brokerage Transactions.
Item 6.   Capital Stock and
          Other Securities  .......(1a-d) Dividends and Distributions ;
                                   (2a-c,3a-c,4a-c,5a-c,6a-c) Account and
                                   Share Information; (1a-d,2a-c,3a-c,4a-
                                   c,5a-c,6a-c) Shareholder Information;
                                   (1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) Voting
                                   Rights; (1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Tax Information; (1a-d,2a-c,3a-c,4a-
                                   c,5a-c,6a-c) Federal Income Tax; (1a-
                                   d,2a-c,3a-c,4a-c,5a-c,6a-c) Pennsylvania
                                   Personal Property Taxes;
                                   (1b,2a,3a,4a,5a,6a) Other Classes of
                                   Shares.
Item 7.   Purchase of Securities Being
          Offered .................(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) Net
                                   Asset Value; (1a,1c,1d, 2a-c,3a-c,4a-
                                   c,5a-c,6a-c) Investing in the Fund;
                                   (1a,1c,1d, 2a-c,3a-c,4a-c,5a-c,6a-c) How
                                   To Purchase Shares; (1a,2a,3a,4a,5a,6a)
                                   Investing in Class A Shares; (1b)
                                   Investing in Fortress Shares;
                                   (1c,2b,3b,4b,5b,6b) Investing in Class B
                                   Shares; (1d,2c,3c,4c,5c,6c) Investing in
                                   Class C Shares; (1b) Share Purchases;
                                   (1b) Minimum Investment Required; (1b)
                                   What Shares Cost; (1b) Eliminating the
                                   Sales Load; (1b) Systematic Investment
                                   Program; (1b) Exchanging Securities for
                                   Fund Shares; (1b) Certificates and
                                   Confirmations; (1a-d,2a-c,3a-c,4a-c,5a-
                                   c,6a-c) Exchange Privilege.
Item 8.   Redemption or Repurchase.(1a,1c,1d, 2a-c,3a-c,4a-c,5a-c,6a-c) How
                                   To Redeem Shares; (1b) Redeeming
                                   Fortress Shares; (1b) Through a
                                   Financial Institution; (1b) Directly by
                                   Mail; (1a,1c,1d, 2a-c,3a-c,4a-c,5a-c,6a-
                                   c) Special Redemption Features; (1a-
                                   d,2a-c,3a-c,4a-c,5a-c,6a-c) Contingent
                                   Deferred Sales Charge; (1a-d,2a-c,3a-
                                   c,4a-c,5a-c,6a-c) Elimination of
                                   Contingent Deferred Sales Charge; (1b)
                                   Systematic Withdrawal Program; (1b)
                                   Accounts With Low Balances.
Item 9.   Pending Legal Proceedings     None


PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10.  Cover Page...............(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) Cover
                                   Page.
Item 11.  Table of Contents........(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) Table of
                                   Contents.
Item 12.  General Information
          and History..............(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) General
                                   Information About the Fund; (1a-d,2a-
                                   c,3a-c,4a-c,5a-c,6a-c) About Federated
                                   Investors.
Item 13.  Investment Objectives
          and Policies.............(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Investment Objective and Policies.
Item 14.  Management of the Corporation.(1b) See Part A - Management of the
                                   Corporation/Management of the Fund;
                                   (1a,1c,1d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   World Investment Series, Inc.
                                   Management.
Item 15.  Control Persons and Principal
          Holders of Securities....(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) Fund
                                   Ownership.
Item 16.  Investment Advisory and Other
          Services.................(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Investment Advisory Services; (1a-d,2a-
                                   c,3a-c,4a-c,5a-c,6a-c) Administrative
                                   Services; (1a-d,2a-c,3a-c,4a-c,5a-c,6a-
                                   c) Transfer Agent and Dividend
                                   Disbursing Agent.
Item 17.  Brokerage Allocation.....(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Brokerage Transactions.
Item 18.  Capital Stock and Other
          Securities...............Not applicable.
Item 19.  Purchase, Redemption
          and Pricing of Securities
          Being Offered............(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Purchasing Shares; (1a-d,2a-c,3a-c,4a-
                                   c,5a-c,6a-c) Determining Net Asset
                                   Value; (1b) Exchange Privilege; (1a-
                                   d,2a-c,3a-c,4a-c,5a-c,6a-c) Redeeming
                                   Shares.
Item 20.  Tax Status...............(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) Tax
                                   Status.
Item 21.  Underwriters.............(1b-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Distribution Plan and Shareholder
                                   Services Agreement).
Item 22.  Calculation of
          Performance Data.........(1a-d,2a-c,3a-c,4a-c,5a-c,6a-c) Total
                                   Return; (1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Yield; (1a-d,2a-c,3a-c,4a-c,5a-c,6a-c)
                                   Performance Comparisons; (1a-d,2a-c,3a-
                                   c,4a-c,5a-c,6a-c) Appendix.
Item 23.  Financial Statements.....(1a,1c,1d) Filed in Part B.  (1b) Filed
                                   in Part A.

FEDERATED ASIA PACIFIC GROWTH FUND
(A portfolio of World Investment Series, Inc.)

Class A Shares

Class B Shares

Class C Shares

Combined Prospectus



The shares of Federated Asia Pacific Growth Fund (the "Fund") represent
interests in a diversified portfolio of World Investment Series, Inc. (the
"Corporation"), an open-end management investment company (a mutual fund). The
investment objective of the Fund is to provide long-term growth of capital.  Any
income received from the portfolio is incidental.  The Fund pursues its
investment objective by investing primarily in equity securities of Asian and
Pacific Rim companies.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Combined Statement of Additional Information dated
February 13, 1996, 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, which is in paper form only, or a paper copy of this


prospectus, if you have received your prospectus electronically, free of charge
by calling 1-800-235-4669. To obtain other information or to make inquiries
about the Fund, contact your financial institution.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated February 13, 1996


Table of Contents will be generated
when document is complete.


                            SUMMARY OF FUND EXPENSES
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                 CLASS A SHARES
                        SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
      5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)        0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS A SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*
Management Fee (after waiver)(2)...........................      %
12b-1 Fee (3)..............................................      %
Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class A Shares Operating Expenses (4)......      %
    (1)   Class A Shares purchased with the proceeds of a redemption of shares
      of an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The


      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   Class A Shares have no present intention of paying or accruing the
      12b-1 fee during the fiscal year ending November 30, 1996.  If Class A
      Shares were paying or accruing the 12b-1 fee, Class A Shares would be
      able to pay up to 0.25% of its average daily net assets for the 12b-1
      fee.  See "Corporation Information."
    (4)   The Total Class A Shares Operating Expenses are estimated to be
            % absent the anticipated voluntary waiver of a portion of the
      ------
      Management Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class A Shares will bear,
either directly or indirectly.  For more complete descriptions of the various
costs and expenses, see "Investing in Class A Shares" and "Corporation
Information."  Wire-transferred redemptions of less than $5,000 may be subject
to additional fees.

EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --


The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This
example is based on estimated data for the Class A Shares' fiscal year ending
November 30, 1996.



                            SUMMARY OF FUND EXPENSES
                       FEDERATED ASIA PACIFIC GROWTH FUND

                                 CLASS B 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)(1)        5.50%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS B SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*
Management Fee (after waiver)(2)...........................      %
12b-1 Fee..................................................      %
Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class B Shares Operating Expenses (3) (4)..      %


    (1)   The contingent deferred sales charge is 5.50% in the first year
      declining to 1.00% in the sixth year and 0.00% thereafter.  (See
      "Contingent Deferred Sales Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The
      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   Class B Shares convert to Class A Shares (which pay lower ongoing
      expenses) approximately eight years after purchase.
    (4)   The Total Class B Shares Operating Expenses are estimated to be
            % absent the anticipated voluntary waiver of a portion of the
      ------
      Management Fee.
    * Total Class B Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.


The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of Class B Shares will bear, either
directly or indirectly.  For more complete descriptions of the various costs and
expenses, see "Investing in Class B Shares" and "Corporation 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.


EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This
example is based on estimated data for the Class B Shares' fiscal year ending
November 30, 1996.


                            SUMMARY OF FUND EXPENSES
                       FEDERATED ASIA PACIFIC GROWTH FUND

                                 CLASS C 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)(1)        1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS C SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*


Management Fee (after waiver)(2)...........................      %
12b-1 Fee..................................................      %
Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class C Shares Operating Expenses (3)......      %
    (1)   The contingent deferred sales charge assessed is 1.00% of the lesser
      of the original purchase price or the net asset value of Shares redeemed
      within one year of their purchase date.  (See "Contingent Deferred Sales
      Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The
      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   The Total Class C Shares Operating Expenses are estimated to be      %
                                                                          -----
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class C Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.


The purpose of this table is to assist an investor in understanding the various
costs and expenses that a shareholder of Class C Shares will bear, either
directly or indirectly.  For more complete descriptions of the various costs and
expenses, see "Investing in Class C Shares" and "Corporation 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.

EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --


The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This
example is based on estimated data for the Class C Shares' fiscal year ending
November 30, 1996.


                                    SYNOPSIS
The Corporation was established under the laws of the state of Maryland on
January 25, 1994.  The Corporation's address is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit the
Corporation to offer separate series of shares representing interests in
separate portfolios of securities. As of the date of this prospectus, the Board
of Directors (the "Directors") has established three classes of shares for the
Fund, known as Class A Shares, Class B Shares, and Class C Shares (individually
and collectively as the context requires, "Shares").


Shares of the Fund are designed for individuals and institutions seeking long-
term growth of capital by investing primarily in equity securities of Asian and
Pacific Rim companies.
For information on how to purchase Shares of the Fund, please refer to "How to
Purchase Shares." The minimum initial investment for Class A Shares is $500. The
minimum initial investment for Class B Shares and Class C Shares is $1500.
However, the minimum initial investment for a retirement account in any class is
$50. Subsequent investments in any class must be in amounts of at least $100,
except for retirement plans which must be in amounts of at least $50.
In general, Class A Shares are sold at net asset value plus an applicable sales
load and are redeemed at net asset value. However, a contingent deferred sales
charge is imposed under certain circumstances. For a more complete description,
see "How to Redeem Shares."
Class B Shares are sold at net asset value.  Acontingent deferred sales charge
is imposed on certain Shares which are redeemed within six full years of
purchase.  See "How to Redeem Shares."
Class C Shares are sold at net asset value. A contingent deferred sales charge
of 1.00% will be charged on assets redeemed within the first 12 months following
purchase. See "How to Redeem Shares."
In addition, the Fund also pays a shareholder services fee at an annual rate not
to exceed 0.25% of average daily net assets.
Additionally, information regarding the exchange privilege offered with respect
to the Fund and certain other funds for which affiliates of Federated Investors
serve as investment adviser or principal underwriter (the "Federated Funds") can
be found under "Exchange Privilege."
Federated Global Research Corp. is the investment adviser (the "Adviser") to the
Fund and receives compensation for its services. The Adviser's address is 175
Water Street, New York, New York 10038-4965.


Investors should be aware of the following general observations. The Fund may
make certain investments and employ certain investment techniques that involve
risks, including, but not limited to, investing in non-U.S. issuers, entering
into repurchase agreements, investing in when-issued securities, lending
portfolio securities, and entering into futures contracts and related options.
These risks are described under "Investment Policies."
The Fund's current net asset value and offering price can be found in the mutual
funds section of local newspapers under "Federated Liberty Funds."


                              LIBERTY FAMILY OF FUNDS
This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;
      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated European Growth Fund, providing long-term growth of capital
        through investments primarily in the equity securities of European
        companies;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;


      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;
      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated  primarily in foreign currencies;
      o Federated International Small Company Fund, providing long-term growth
        of capital by investing in equity securities of small foreign companies
        in developed and emerging markets.
      o Federated Latin American Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Latin
        America;
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;
      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current  income exempt from federal regular income tax through
        municipal bonds;
      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;
      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;


      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;
      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal,  primarily limited to municipal securities;
      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the state of Michigan and Michigan municipalities, primarily through
        Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;
      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and
      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
Prospectuses for these funds are available by writing to Federated Securities
Corp.
Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.
The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange


privileges which give access to various investment vehicles and by providing the
investment services of proven, professional investment advisers.
Shareholders of Class A Shares who have been designated as Liberty Life Members
are exempt from sales loads on future purchases in and exchanges between the
Class A Shares of any funds in the Liberty Family of Funds, as long as they
maintain a $500 balance in one of the Liberty Funds.
                             INVESTMENT INFORMATION
    INVESTMENT OBJECTIVE
The Fund seeks to provide long-term growth of capital.  Any income received from
the portfolio is incidental.  The investment objective of the Fund cannot be
changed without the approval of the shareholders. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
    INVESTMENT POLICIES
The Fund pursues its investment objective by investing primarily in equity
securities of Asian and Pacific Rim companies.  Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
companies located in Asia and the Pacific Rim.  The Fund may invest in
securities of issuers located in any country in Asia or the Pacific Rim where
the Adviser believes there is potential for above-average capital appreciation.
Such countries may include, but are not limited to:  Australia, China, Hong
Kong, Indonesia, Japan, South Korea, Malaysia, New Zealand, Pakistan, the
Philippines, Singapore, Sri Lanka, Taiwan, and Thailand and those countries
comprising the Indian sub-continent.  The Fund may invest in other countries in
Asia and the Pacific Rim when their markets become sufficiently developed, in
the opinion of the Adviser. The Fund intends to allocate its investments among
at least three countries at all times and does not expect to concentrate
investments in any particular industry.


Asian and Pacific Rim companies are defined as (i) those organized under the
laws of, or with a principal office located in, an Asian or Pacific Rim country
or (ii) those for which the principal securities trading market is in Asia or
the Pacific Rim or (iii) those, wherever organized or traded, which derived
(directly or indirectly through subsidiaries) at least 50% of their total
assets, capitalization, gross revenue or profit in their most current fiscal
year from goods produced, services performed, or sales made in Asia or the
Pacific Rim.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Directors (the "Directors") without the approval of the
shareholders of the Fund.  Shareholders will be notified before any material
change in these policies becomes effective.
                             ACCEPTABLE INVESTMENTS
The equity securities in which the Fund may invest include common stock,
preferred stock (either convertible or non-convertible), sponsored or
unsponsored depositary receipts or shares, and warrants, including other
substantially similar forms of equity with comparable risk characteristics as
well as other forms which may be developed in the future.  Securities may be
purchased on securities exchanges, traded over-the-counter, or have no organized
market.  The Fund may also purchase corporate and government fixed income
securities denominated in currencies other than U.S. dollars; enter into forward
commitments, repurchase agreements and foreign currency transactions; maintain
reserves in foreign or U.S. money market instruments; and purchase options and
financial futures contracts.
                             COMMON AND PREFERRED STOCK
Stocks represent shares of ownership in a company.  Generally, preferred stock
has a specified dividend and ranks after bonds and before common stocks in its
claim on income for dividend payments and on assets should the company be
liquidated.  After other claims are satisfied, common stockholders participate


in company profits on a pro rata basis; profits may be paid out in dividends or
reinvested in the company to help it grow.  Increases and decreases in earnings
are usually reflected in a company's stock price, so common stocks generally
have the greatest appreciation and depreciation potential of all corporate
securities.  While most preferred stocks pay a dividend, the Fund may purchase
preferred stock where the issuer has omitted, or is in danger of omitting,
payment of its dividend.  Such investments would be made primarily for their
capital appreciation potential.
In selecting securities, the Adviser typically evaluates industry trends, a
company's financial strength, its competitive position in domestic and export
markets, technology, recent developments and profitability, together with
overall growth prospects.  Other considerations generally include quality and
depth of management, government regulation, and availability and cost of labor
and raw materials.  Investment decisions are made without regard to arbitrary
criteria as to minimum asset size, debt-equity ratios or dividend history of
portfolio companies.
                                DEPOSITARY RECEIPTS
The Fund may invest in foreign issuers by purchasing sponsored or unsponsored
securities representing underlying international securities such as American
Depositary Receipts ("ADRs"), American Depositary Shares ("ADSs"), European
Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), Global
Depositary Certificates ("GDCs"), and International Depositary Receipts ("IDRs")
or securities convertible into foreign equity securities.  ADRs and ADSs
typically are issued by a United States bank or trust company and evidence
ownership of underlying securities issued by a foreign corporation.  EDRs, which
are sometimes referred to as Continental Depositary Receipts ("CDRs"), GDRs,
GDCs, and IDRs are typically issued by foreign banks or trust companies,
although they also may be issued by United States banks or trust companies, and
evidence ownership of underlying securities issued by either a foreign or a


United States corporation.  ADRs, ADSs, CDRs, EDRs, GDRs, GDCs, and IDRs are
collectively known as "Depositary Receipts."  Depositary Receipts may be
available for investment through "sponsored" or "unsponsored" facilities.  A
sponsored facility is established jointly by the issuer of the security
underlying the receipt and a depositary, whereas an unsponsored facility may be
established by a depositary without participation by the issuer of the receipt's
underlying security.  Holders of an unsponsored Depositary Receipt generally
bear all the costs of the unsponsored facility.  The depositary of an
unsponsored facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through to the holders of the receipts voting rights with respect to the
deposited securities.
                                  DEBT SECURITIES
In pursuit of the Fund's objective of long-term growth of capital, the Fund may
invest up to 35% of its total assets in debt securities.  Capital appreciation
in debt securities may arise as a result of favorable changes in the
creditworthiness of issuers, relative interest rate levels, or relative foreign
exchange rates.  Any income received from debt securities is incidental to the
Fund's objective of long-term growth of capital.  These debt obligations consist
of U.S. and foreign government securities and corporate debt securities,
including, but not limited to, Samurai and Yankee bonds, Eurobonds and
depositary receipts.  The issuers of such debt securities may or may not be
domiciled in Asia or the Pacific Rim.
The debt securities in which the Fund may invest may be rated, at the time of
purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or Fitch
Investors Service, Inc. ("Fitch") or Ba or lower by Moody's Investors Service,
Inc. ("Moody's"), or, if unrated, are of comparable quality as determined by the
Adviser.  The prices of fixed income securities generally fluctuate inversely to
the direction of interest rates.


                               CONVERTIBLE SECURITIES
The Fund may invest in convertible securities rated, at the time of purchase, BB
or lower by S&P or Fitch or Ba or lower by Moody's, or, if unrated, are of
comparable quality as determined by the Adviser.
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 bonds, convertible preferred stock or
debentures, units consisting of "usable" bonds and warrants or a combination of
the features of several of these securities.  The investment characteristics of
each convertible security vary widely, which allows convertible securities to be
employed for a variety of different investment strategies.  In selecting a
convertible security, the Adviser evaluates the investment characteristics of
the convertible security as a fixed income investment, and the investment
potential of the underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
Due to restrictions on direct investment by foreign entities in certain Asian or
Pacific Rim markets, investments in other investment companies may be the most
practical or only manner in which the Fund can participate in the securities
markets of certain countries in Asia and the Pacific Rim.  The Fund may also
invest in other investment companies for the purpose of investing its short-term
cash on a temporary basis.  The Fund may invest up to 10% of its total assets in
the securities of other investment companies.  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.  Restricted securities may be issued by new and early
stage companies which may include a high degree of business and financial risk
that can result in substantial losses.  As a result of the absence of a public
trading market for these securities, they may be less liquid than publicly
traded securities.  Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could be less than
those originally paid by the Fund, or less than what may be considered the fair
value of such securities.  Further, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection
requirements which might be applicable if their securities were publicly traded.
If such securities are required to be registered under the securities laws of
one or more jurisdictions before being resold, the Fund may be required to bear
the expense of registration.  The Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Directors to be liquid, over-the counter options, swap agreements not determined
to be liquid, and repurchase agreements providing for settlement in more than
seven days after notice, to 15% of its net assets.
                               REPURCHASE AGREEMENTS
The Fund may invest in repurchase agreements.  Repurchase agreements are
arrangements by which the Fund purchases a security for cash and obtains a
simultaneous commitment from the seller (usually a bank or broker/dealer) to
repurchase the security at an agreed-upon price and specified future date.  The
repurchase price reflects an agreed-upon interest rate for the time period of
the agreement.  The Fund's risk is the inability of the seller to pay the
agreed-upon price on the delivery date.  However, this risk is tempered by the
ability of the Fund to sell the security in the open market in the case of a
default.  In such a case, the Fund may incur costs in disposing of the security
which would increase Fund expenses.  The Adviser will monitor the


creditworthiness of the firms with which the Fund enters into repurchase
agreements.
                   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 different times in the future. The seller's
failure to complete these transactions may cause the Fund to miss a price or
yield considered to be advantageous. Settlement dates may be a month or more
after entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. Accordingly, the Fund may pay more
or less than the market value of the securities on the settlement date.
The Fund may dispose of a commitment prior to settlement if the Adviser deems it
appropriate to do so. In addition, the Fund may enter into transactions to sell
its purchase commitments to third parties at current market values and
simultaneously acquire other commitments to purchase similar securities at later
dates.  The Fund may realize short-term profits or losses upon the sale of such
commitments.
                          LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend portfolio securities
on a short-term or long-term basis, to broker/dealers, banks, or other
institutional borrowers of securities.  The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the Adviser
has determined are creditworthy under guidelines established by the Directors
and will receive collateral in the form of cash or U.S. government securities
equal to at least 100% of the value of the securities loaned at all times.
There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price.  In addition, in the


event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.
                               TEMPORARY INVESTMENTS
For temporary defensive purposes, when the Adviser determines that market
conditions warrant (up to 100% of total assets) and to maintain liquidity (up to
20% of total assets), the Fund may invest in U.S. and foreign debt instruments
as well as cash or cash equivalents, including foreign and domestic money market
instruments, short-term government and corporate obligations, and repurchase
agreements.
                                FORWARD COMMITMENTS
Forward commitments are contracts to purchase securities for a fixed price at a
date beyond customary settlement time.  The Fund may enter into these contracts
if liquid securities in amounts sufficient to meet the purchase price are
segregated on the Fund's records at the trade date and maintained until the
transaction has been settled.  Risk is involved if the value of the security
declines before settlement.  Although the Fund enters into forward commitments
with the intention of acquiring the security, it may dispose of the commitment
prior to settlement and realize short-term profit or loss.
                           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 (i.e., 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.  Further,
the Fund may be affected either unfavorably or favorably by fluctuations in the
relative rates of exchange between the currencies of different nations.  Cross-
hedging transactions by the Fund involve the risk of imperfect correlation
between changes in the values of the currencies to which such transactions
relate and changes in the value of the currency or other asset or liability that
is the subject of the hedge.
                    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 60 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 value of the Fund's assets
denominated in that currency at the time the contract was initiated, but as
consistent with their other investment policies and as not otherwise limited in
their ability to use this strategy.
                                      OPTIONS
The Fund may deal in options on foreign currencies, securities, and securities
indices, and on futures contracts involving these items, which options may be
listed for trading on an international securities exchange or traded over-the-
counter.  The Fund may use options to manage interest rate and currency risks.
The Fund may also write covered call options and secured put options to generate
income or lock in gains.  The Fund may write covered call options and secured
put options on up to 25% of its net assets and may purchase put and call options
provided that no more than 5% of the fair market value of its net assets may be
invested in premiums on such options.
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 the 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 nonperformance 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.
It is not certain that a secondary market for positions in options, or futures
contracts (see below), will exist at all times.  Although the 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.
                           FUTURES AND OPTIONS ON FUTURES
The Fund may enter into futures contracts involving foreign currency,
securities, and securities indices, or options thereon, for bona fide hedging
purposes.  The Fund may also enter into such futures contracts or related
options for purposes other than bona fide hedging if the aggregate amount of
initial margin deposits exclusive of the margin needed for foreign currency
hedging, on the Fund's futures and related options positions would not exceed 5%
of the net liquidation value of the Fund's assets, provided further that in the
case of an option that is in-the-money at the time of the purchase, the in-the-
money amount may be excluded in calculating the 5% limitation.  In addition, the
Fund may not sell futures contracts if the value of such futures contracts
exceeds the total market value of the Fund's portfolio securities.  Futures


contracts and options thereon sold by the Fund are generally subject to
segregation and coverage requirements established by either the Commodities
Futures Trading Commission ("CFTC") or the Securities and Exchange Commission
("SEC"), with the result that, if the Fund does not hold the instrument
underlying the futures contract or option, the Fund will be required to
segregate on an ongoing basis with its custodian cash, U.S. government
securities, or other liquid high grade debt obligations in an amount at least
equal to the Fund's obligations with respect to such instruments.
The Fund may enter into securities index futures contracts and purchase and
write put and call options on securities index futures contracts that are traded
on regulated exchanges, including non-U.S. exchanges, to the extent permitted by
the CFTC.  Securities index futures contracts are based on indexes that reflect
the market value of securities 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 enter into securities index futures contracts to sell a securities
index in anticipation of or during a market decline to attempt to offset the
decrease in market value of securities in its portfolio that might otherwise
result.  When the Fund is not fully invested and anticipates a significant
market advance, it may enter into futures contracts to purchase the index in
order to gain rapid market exposure that may in part or entirely offset
increases in the cost of securities that it intends to purchase.  In many of
these transactions, the Fund will purchase such securities upon termination of
the futures position but, depending on market conditions, a futures position may
be terminated without the corresponding purchases of common stock.  The Fund may
also invest in securities index futures contracts when the Adviser believes such


investment is more efficient, liquid, or cost-effective than investing directly
in the securities underlying the index.
An option on a securities index futures contract gives the purchaser the right,
in return for the premium paid, to assume a position in a securities index
futures contract.  The Fund may purchase and write put and call options on
securities index futures contracts in order to hedge all or a portion of its
investment and may enter into closing purchase transactions with respect to
written options in order to terminate existing positions.  There is no guarantee
that such closing transactions can be effected.  The Fund may also invest in
options on securities index futures contracts when the Adviser believes such
investment is more efficient, liquid or cost-effective than investing directly
in the futures contract or in the securities underlying the index, or when the
futures contract or underlying securities are not available for investment upon
favorable terms.
The use of futures and related options involves special consideration and risks,
for example, (1) the ability of the Fund to utilize futures successfully will
depend on the Adviser's ability to predict pertinent market movements; (2) there
might be imperfect correlation, or even no correlation, between the change in
market value of the securities held by the Fund and the prices of the futures
and options thereon relating to the securities purchased or sold by the Fund.
The use of futures and related options may reduce risk of loss by wholly or
partially offsetting the negative effect of unfavorable price movements but they
can also reduce the opportunity for gain by offsetting the positive effect of
favorable price movements in positions.  No assurance can be given that the
Adviser's judgment in this respect will be correct.
It is not certain that a secondary market for positions in futures contracts or
for options will exist at all times.  Although the 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.
New futures contracts, options thereon, and other financial products and risk
management techniques continue to be developed.  The Fund may use these
investments and techniques to the extent consistent with its investment
objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
As one way of managing its exposure to different types of investments, the Fund
may enter into interest rate swaps, currency swaps, and other types of swap
agreements such as caps, collars, and floors.  Depending on how they are used,
swap agreements may increase or decrease the overall volatility of the Fund's
investments, its share price and yield.
Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed.  As a
result, swaps can be highly volatile and may have a considerable impact on the
Fund's performance.  Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates.  The Fund may also suffer losses
if it is unable to terminate outstanding swap agreements to reduce its exposure
through offsetting transactions.  When the Fund enters into a swap agreement,
assets of the Fund equal to the value of the swap agreement will be segregated
by the Fund.
                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
Investing in non-U.S. securities carries substantial risks in addition to those
associated with domestic investments.  In an attempt to reduce some of these
risks, the Fund diversifies its investments broadly among foreign countries
which may include both developed and developing countries.


The Fund may take advantage of the unusual opportunities for higher returns
available from investing in developing countries.  These investments carry
considerably more volatility and risk because they generally are associated with
less mature economies and less stable political systems.
The economies of foreign countries may differ from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency, and balance of
payments position.  Further, the economies of developing countries generally are
heavily dependent on international trade and, accordingly, have been, and may
continue to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they trade.  These economies
also have been, and may continue to be, adversely affected by economic
conditions in the countries with which they trade.
Prior governmental approval for foreign investments may be required under
certain circumstances in some countries, and the extent of foreign investment in
certain debt securities and domestic companies may be subject to limitation.
Foreign ownership limitations also may be imposed by the charters of individual
companies to prevent, among other concerns, violation of foreign investment
limitations.
Repatriation of investment income, capital, and the proceeds of sales by foreign
investors may require governmental registration and/or approval in some
countries.  The Fund could be adversely affected by delays in, or a refusal to
grant, any required governmental registration or approval for such repatriation.
Any investment subject to such repatriation controls will be considered illiquid
if it appears reasonably likely that this process will take more than seven
days.
With respect to any foreign country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,


governmental regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies of such countries or
the value of the Fund's investments in those countries.  In addition, it may be
difficult to obtain and enforce a judgment in a court outside of the United
States.
Brokerage commissions, custodial services, and other costs relating to
investment may be more expensive than in the United States.  Foreign markets may
have different clearance and settlement procedures such as requiring payment for
securities before delivery.  In certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions.  The inability
of the Fund to make intended security purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities.  Inability to
dispose of a portfolio security due to settlement problems could result either
in losses to the Fund due to subsequent declines in value of the portfolio
security or, if the Fund has entered into a contract to sell the security, could
result in possible liability to the purchaser.
CURRENCY RISKS.  Because the majority of the 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 Fund assets denominated in the currency will increase; correspondingly,
if the value of a foreign currency declines against the U.S. dollar the value of
Fund assets denominated in that currency will decrease.  Under the United States
Internal Revenue Code, as amended (the "Code"), the Fund is required to
separately account for the foreign currency component of gains or losses, which
will usually be viewed under the Code as items of ordinary and distributable


income or loss, thus affecting the Fund's distributable income. (See "Federal
Income Tax").
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 Fund values its assets
daily in U.S. dollars, the Fund will not convert its holdings of foreign
currencies to U.S. dollars daily. When the Fund converts its holdings to another
currency, it may incur conversion costs. Foreign exchange dealers may realize a
profit on the difference between the price at which they buy and sell
currencies.
FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
companies include:
      less publicly available information about foreign issuers;
      credit risks associated with certain foreign governments;
      the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
      less readily available market quotations on foreign issues;
      differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
      differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
      the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
      the likelihood that securities of foreign issuers may be less liquid or
      more volatile;


      foreign brokerage commissions may be higher;
      unreliable mail service between countries;
      political or financial changes which adversely affect investments in some
      countries;
      increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
      certain markets may require payment for securities before delivery;
      religious and ethnic instability; and
      certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
discouraged or restricted certain investments abroad by investors such as the
Fund.  Investors are advised that when such policies are instituted, the Fund
will abide by them.


                       INVESTING IN ASIA AND THE PACIFIC RIM
The Fund is susceptible to political and economic factors affecting issuers in
Asian and Pacific Rim countries.  Many of the countries of Asia and the Pacific
Rim are developing both economically and politically.  Asian and Pacific Rim
countries may have relatively unstable governments, economies based on only a
few commodities or industries, and securities markets trading infrequently or in
low volumes.  Some Asian and Pacific Rim countries restrict the extent to which
foreigners may invest in their securities markets.  Securities of issuers
located in some Asian and Pacific Rim countries tend to have volatile prices and
may offer significant potential for loss as well as gain.  Further, certain
companies in Asia and the Pacific Rim may not have firmly established product


markets, may lack depth of management, or may be more vulnerable to political or
economic developments such as nationalization of their own industries.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES
The debt securities in which the Fund invests are usually not in the three
highest rating categories of a nationally recognized statistical rating
organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for Moody's), but
are in the lower rating categories or are unrated, but are of comparable quality
and have speculative characteristics or are speculative.  Lower-rated bonds or
unrated bonds are commonly referred to as "junk 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 debt securities
rated in the lowest rating category.  A description of the rating categories is
contained in the Appendix to the Combined Statement of Additional Information.
Debt obligations that are not determined to be investment grade are high-yield,
high-risk bonds, typically subject to greater market fluctuations and greater
risk of loss of income and principal due to an issuer's default.  To a greater
extent than investment grade bonds, lower-rated bonds tend to reflect short-term
corporate, economic, and market developments, as well as investor perceptions of
the issuer's credit quality.  In addition, lower-rated bonds  may be more
difficult to dispose of or to value than higher-rated, lower-yielding bonds.
The Fund's Adviser attempts to reduce the risks described above through
diversification of the portfolio and by credit analysis of each issuer as well
as by monitoring broad economic trends and corporate and legislative
developments.
    INVESTMENT LIMITATIONS
The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set


        date) or pledge securities except, under certain circumstances, the
        Fund may borrow up to one-third of the value of its total assets and
        pledge its assets to secure such borrowings; or


      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase
        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
The above investment limitations cannot be changed without shareholder approval.
                                  NET ASSET VALUE
The Fund's net asset value per Share fluctuates. The net asset value for Shares
is determined by adding the interest of each class of Shares in the market value
of all securities and other assets of the Fund, subtracting the interest of each
class of Shares in the liabilities of the Fund and those attributable to each
class of Shares, and dividing the remainder by the total number of each class of
Shares outstanding. The net asset value for each class of Shares may differ due
to the variance in daily net income realized by each class. Such variance will
reflect only accrued net income to which the shareholders of a particular class
are entitled.
The net asset value of each class of Shares of the Fund is determined as of the
close of trading (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange, Monday through Friday, except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no Shares are
tendered for redemption and no orders to purchase Shares are received; or (iii)


the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
                               INVESTING IN THE FUND
The Fund offers investors three classes of Shares that carry sales loads and
contingent deferred sales charges in different forms and amounts and which bear
different levels of expenses.
                                   CLASS A SHARES
An investor who purchases Class A Shares pays a maximum sales load of 5.50% at
the time of purchase. As a result, Class A Shares are not subject to any charges
when they are redeemed (except for special programs offered under "Purchases
with Proceeds From Redemptions of Unaffiliated Investment Companies"). Certain
purchases of Class A Shares are not subject to a sales load. See "Investing in
Class A Shares." Certain purchases of Class A Shares qualify for reduced sales
loads. See "Reducing or Eliminating the Sales Load." Class A Shares have no
conversion feature.
                                   CLASS B SHARES
Class B Shares are sold without an initial sales load, but are subject to a
contingent deferred sales charge of up to 5.50% if redeemed within six full
years following purchase. Class B Shares also bear a higher 12b-1 fee than Class
A Shares. Class B Shares will automatically convert into Class A Shares, based
on relative net asset value, on or around the fifteenth of the month eight full
years after the purchase date. Class B Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but (until conversion) will have a higher expense ratio and pay lower
dividends than Class A Shares due to the higher 12b-1 fee.


                                   CLASS C SHARES


Class C Shares are sold without an initial sales load, but are subject to a
1.00% contingent deferred sales charge on assets redeemed within the first 12
months following purchase. Class C Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but will have a higher expense ratio and pay lower dividends than Class A
Shares due to the higher 12b-1 fee. Class C Shares have no conversion feature.
                               HOW TO PURCHASE SHARES
Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below, either through a
financial institution (such as a bank or broker/dealer which has a sales
agreement with the distributor) or by wire or by check directly to the Fund,
with a minimum initial investment of $500 for Class A Shares and $1,500 for
Class B Shares and Class C Shares. Additional investments can be made for as
little as $100. The minimum initial and subsequent investment for retirement
plans is only $50. (Financial institutions may impose different minimum
investment requirements on their customers.)
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before Shares can be purchased.
    INVESTING IN CLASS A SHARES
Class A Shares are sold at their net asset value next determined after an order
is received, plus a sales load as follows:
                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION          PRICE       INVESTED     OFFERING PRICE


    Less than $50,000       5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%    4.00%
    $100,000 but less than $250,000      3.75%          3.90%    3.25%
    $250,000 but less than $500,000      2.50%          2.56%    2.25%
    $500,000 but less than $1 million    2.00%          2.04%    1.80%
$1 million or greater       0.00%        0.00%          0.25%*
* See sub-section entitled "Dealer Concession."
No sales load is imposed for Class A Shares purchased through bank trust
departments, investment advisers registered under the Investment Advisers Act of
1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or to shareholders designated as Liberty Life Members. However,
investors who purchase Shares through a trust department, investment adviser, or
retirement plan may be charged an additional service fee by the institution.
Additionally, no sales load is imposed for Class A Shares purchased through
"wrap accounts" or similar programs, under which clients pay a fee or fees for
services.
                                 DEALER CONCESSION
For sales of Class A Shares, a dealer will normally receive up to 90% of the
applicable sales load. Any portion of the sales load which is not paid to a
dealer will be retained by the distributor. However, the distributor may offer
to pay dealers up to 100% of the sales load retained by it. Such payments may
take the form of cash or promotional incentives, such as reimbursement of
certain expenses of qualified employees and their spouses to attend
informational meetings about the Fund or other special events at recreational-
type facilities, or items of material value. In some instances, these incentives
will be made available only to dealers whose employees have sold or may sell a
significant amount of Shares. On purchases of $1 million or more, the investor
pays no sales load; however, the distributor will make twelve monthly payments


to the dealer totaling 0.25% of the public offering price over the first year
following the purchase. Such payments are based on the original purchase price
of Shares outstanding at each month end.
The sales load for Shares sold other than through registered broker/dealers will
be retained by Federated Securities Corp. Federated Securities Corp. may pay
fees to banks out of the sales load in exchange for sales and/or administrative
services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.
                       REDUCING OR ELIMINATING THE SALES LOAD
The sales load can be reduced or eliminated on the purchase of Class A Shares
through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;
      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
                    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
As shown in the table above, larger purchases reduce the sales load paid. The
Fund will combine purchases of Class A Shares made on the same day by the
investor, the investor's spouse, and the investor's children under age 21 when
it calculates the sales load. In addition, the sales load, if applicable, is
reduced for purchases made at one time by a trustee or fiduciary for a single
trust estate or a single fiduciary account.
If an additional purchase of Class A Shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns Class A Shares having a current value at the public offering price
of $30,000 and he purchases $20,000 more at the current public offering price,


the sales load on the additional purchase according to the schedule now in
effect would be 4.50%, not 5.50%.
To receive the sales load reduction, Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution at the time the
purchase is made that Class A Shares are already owned or that purchases are
being combined. The Fund will reduce the sales load after it confirms the
purchases.
                                CONCURRENT PURCHASES
For purposes of qualifying for a sales load reduction, a shareholder has the
privilege of combining concurrent purchases of two or more funds in the Liberty
Family of Funds, the purchase price of which includes a sales load. For example,
if a shareholder concurrently invested $30,000 in one of the other funds in the
Liberty Family of Funds with a sales load, and $20,000 in this Fund, the sales
load would be reduced.
To receive this sales load reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by his financial institution at the
time the concurrent purchases are made. The Fund will reduce the sales load
after it confirms the purchases.
                                  LETTER OF INTENT
If a shareholder intends to purchase at least $50,000 of shares of the funds in
the Liberty Family of Funds (excluding money market funds) over the next 13
months, the sales load may be reduced by signing a letter of intent to that
effect. This letter of intent includes a provision for a sales load adjustment
depending on the amount actually purchased within the 13-month period and a
provision for the custodian to hold up to 5.50% of the total amount intended to
be purchased in escrow (in Shares) until such purchase is completed.
The Shares held in escrow in the shareholder's account will be released upon
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,


an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales load.
While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales load applicable to
the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Class A Shares of any fund in
the Liberty Family of Funds, excluding money market accounts, will be aggregated
to provide a purchase credit towards fulfillment of the letter of intent. Prior
trade prices will not be adjusted.
                               REINVESTMENT PRIVILEGE
If Class A Shares in the Fund have been redeemed, the shareholder has the
privilege, within 120 days, to reinvest the redemption proceeds at the next-
determined net asset value without any sales load. Federated Securities Corp.
must be notified by the shareholder in writing or by his financial institution
of the reinvestment in order to eliminate a sales load. If the shareholder
redeems his Class A Shares in the Fund, there may be tax consequences.
        PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
                                     COMPANIES
Investors may purchase Class A Shares at net asset value, without a sales load,
with the proceeds from the redemption of shares of an unaffiliated investment
company that were purchased or sold with a sales load or commission and were not
distributed by Federated Securities Corp. The purchase must be made within 60
days of the redemption, and Federated Securities Corp. must be notified by the
investor in writing, or by his financial institution, at the time the purchase
is made. From time to time, the Fund may offer dealers a payment of .50 of 1.00%
for Shares purchased under this program. If Shares are purchased in this manner,
Fund purchases will be subject to a contingent deferred sales charge for one
year from the date of purchase. Shareholders will be notified prior to the
implementation of any special offering as described above.


    INVESTING IN CLASS B SHARES
Class B Shares are sold at their net asset value next determined after an order
is received. While Class B Shares are sold without an initial sales load, under
certain circumstances described under "Contingent Deferred Sales Charge--Class B
Shares," a contingent deferred sales charge may be applied by the distributor at
the time Class B Shares are redeemed.
                            CONVERSION OF CLASS B SHARES
Class B Shares will automatically convert into Class A Shares on or around the
fifteenth of the month eight full years after the purchase date, except as noted
below, and may no longer be subject to a distribution services fee (see
"Distribution of Shares"). Such conversion will be on the basis of the relative
net asset values per share, without the imposition of any sales load, fee or
other charge. Class B Shares acquired by exchange from Class B Shares of another
fund in the Liberty Family of Funds will convert into Class A Shares based on
the time of the initial purchase. For purposes of conversion to Class A Shares,
Shares purchased through the reinvestment of dividends and distributions paid on
Class B Shares will be considered to be held in a separate sub-account. Each
time any Class B Shares in the shareholder's account (other than those in the
sub-account) convert to Class A Shares, an equal pro rata portion of the Class B
Shares in the sub-account will also convert to Class A Shares. The conversion of
Class B Shares to Class A Shares is subject to the continuing availability of a
ruling from the Internal Revenue Service or an opinion of counsel that such
conversions will not constitute taxable events for federal tax purposes. There
can be no assurance that such ruling or opinion will be available, and the
conversion of Class B Shares to Class A Shares will not occur if such ruling or
opinion is not available. In such event, Class B Shares would continue to be
subject to higher expenses than Class A Shares for an indefinite period.
Orders for $250,000 or more of Class B Shares will automatically be invested in
Class A Shares.


    INVESTING IN CLASS C SHARES
Class C Shares are sold at net asset value next determined after an order is
received. A contingent deferred sales charge of 1.00% will be charged on assets
redeemed within the first full 12 months following purchase. For a complete
description of this charge, see "Contingent Deferred Sales Charge--Class C
Shares."
                 PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
An investor may call his financial institution (such as a bank or an investment
dealer) to place an order to purchase Shares. Orders placed through a financial
institution are considered received when the Fund is notified of the purchase
order or when payment is converted into federal funds. Purchase orders through a
registered broker/dealer must be received by the broker before 4:00 p.m.
(Eastern time) and must be transmitted by the broker to the Fund before 5:00
p.m. (Eastern time) in order for Shares to be purchased at that day's price.
Purchase orders through other financial institutions must be received by the
financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
time) in order for Shares to be purchased at that day's price. It is the
financial institution's responsibility to transmit orders promptly. Financial
institutions may charge additional fees for their services.
The financial institution which maintains investor accounts in Class B Shares or
Class C Shares with the Fund must do so on a fully disclosed basis unless it
accounts for share ownership periods used in calculating the contingent deferred
sales charge (see "Contingent Deferred Sales Charge"). In addition, advance
payments made to financial institutions may be subject to reclaim by the
distributor for accounts transferred to financial institutions which do not
maintain investor accounts on a fully disclosed basis and do not account for
share ownership periods.
                             PURCHASING SHARES BY WIRE


Once an account has been established, Shares may be purchased by wire by calling
the Fund. All information needed will be taken over the telephone, and the order
is considered received immediately. Payment for purchases which are subject to a
sales load must be received within three business days following the order.
Payment for purchases on which no sales load is imposed must be received before
3:00 p.m. (Eastern time) on the next business day following the order. Federal
funds should be wired as follows: State Street Bank and Trust Company, Boston,
Massachusetts; Attn: EDGEWIRE; For Credit to: (Fund Name) (Fund Class); (Fund
Number); Account Number; Trade Date and Order Number; Group Number or Dealer
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted.
                             PURCHASING SHARES BY CHECK
Once an account has been established, Shares may be purchased by sending a check
made payable to the name of the Fund (designate class of Shares and account
number) to: Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received).
    SPECIAL PURCHASE FEATURES
                           SYSTEMATIC INVESTMENT PROGRAM
Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account at
an Automated Clearing House ("ACH") member and invested in the Fund at the net
asset value next determined after an order is received by the Fund, plus the
sales load, if applicable. Shareholders should contact their financial
institution or the Fund to participate in this program.
                                  RETIREMENT PLANS


Fund Shares can be purchased as an investment for retirement plans or IRA
accounts. For further details, contact the Fund and consult a tax adviser.
                                 EXCHANGE PRIVILEGE
                                   CLASS A SHARES
Class A shareholders may exchange all or some of their Shares for Class A Shares
of other funds in the Liberty Family of Funds at net asset value. Shareholders
of Class A Shares may also exchange into certain other Federated Funds (as
defined in the "Synopsis" of this prospectus) which are sold with a sales load
different from that of the Fund's or with no sales load, and which are advised
by subsidiaries or affiliates of Federated Investors. These exchanges are made
at net asset value plus the difference between the Fund's sales load already
paid and any sales load of the Federated Fund into which the Shares are to be
exchanged, if higher. Neither the Fund nor any of the funds in the Liberty
Family of Funds imposes any additional fees on exchanges. Shareholders in
certain other Federated Funds may exchange their shares in the Federated Funds
for Class A Shares.
                                   CLASS B SHARES
Class B shareholders may exchange all or some of their Shares for Class B Shares
of other funds in the Liberty Family of Funds. (Not all funds in the Liberty
Family of Funds currently offer Class B Shares. Contact your financial
institution regarding the availability of other Class B Shares in the Liberty
Family of Funds.) Exchanges are made at net asset value without being assessed a
contingent deferred sales charge on the exchanged Shares. To the extent that a
shareholder exchanges Shares for Class B Shares in other funds in the Liberty
Family of Funds, the time for which the exchanged-for Shares are to be held will
be added to the time for which exchanged-from Shares were held for purposes of
satisfying the applicable holding period. For more information, see "Contingent
Deferred Sales Charge."
                                   CLASS C SHARES


Class C shareholders may exchange all or some of their Shares for Class C Shares
in other funds in the Liberty Family of Funds at net asset value without a
contingent deferred sales charge. (Not all funds in the Liberty Family of Funds
currently offer Class C Shares. Contact your financial institution regarding the
availability of other Class C Shares in the Liberty Family of Funds.) To the
extent that a shareholder exchanges Shares for Class C Shares in other funds in
the Liberty Family of Funds, the time for which the exchanged-for Shares are to
be held will be added to the time for which exchanged-from Shares were held for
purposes of satisfying the applicable holding period. For more information, see
"Contingent Deferred Sales Charge."
                             REQUIREMENTS FOR EXCHANGE
Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.
This privilege is available to shareholders resident in any state in which the
shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
proceeds invested in the same class of shares of the other fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.
Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds are available by contacting the Fund.
                                  TAX CONSEQUENCES
An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, a capital gain or loss may be
realized.
                                 MAKING AN EXCHANGE


Instructions for exchanges for the Liberty Family of Funds or certain Federated
Funds (where applicable) may be given in writing or by telephone. Written
instructions may require a signature guarantee. Shareholders of the Fund may
have difficulty in making exchanges by telephone through brokers and other
financial institutions during times of drastic economic or market changes. If a
shareholder cannot contact his broker or financial institution by telephone, it
is recommended that an exchange request be made in writing and sent by overnight
mail to Federated Services Company, 500 Victory Road--2nd Floor, North Quincy,
Massachusetts 02171.
                               TELEPHONE INSTRUCTIONS
Telephone instructions made by the investor may be carried out only if a
telephone authorization form completed by the investor is on file with the Fund.
If the instructions are given by a broker, a telephone authorization form
completed by the broker must be on file with the Fund. If reasonable procedures
are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.
Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions are recorded and will be binding upon the
shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a fund will begin receiving dividends the
following business day. This privilege may be modified or terminated at any
time.
                                HOW TO REDEEM SHARES
Shares are redeemed at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption


request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemption requests must be received in proper form and can be made
as described below.
                  REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
Shares of the Fund may be redeemed by calling your financial institution to
request the redemption. Shares will be redeemed at the net asset value, less any
applicable contingent deferred sales charge next determined after the Fund
receives the redemption request from the financial institution. Redemption
requests through a registered broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be redeemed at that
day's net asset value. Redemption requests through other financial institutions
(such as banks) must be received by the financial institution and transmitted to
the Fund before 4:00 p.m. (Eastern time) in order for Shares to be redeemed at
that day's net asset value. The financial institution is responsible for
promptly submitting redemption requests and providing proper written redemption
instructions. Customary fees and commissions may be charged by the financial
institution for this service.
                           REDEEMING SHARES BY TELEPHONE
Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly completed authorization form. These forms can be obtained from
Federated Securities Corp.
 Proceeds will be mailed in the form of a check, to the shareholder's address of
record or by wire transfer to the shareholder's account at a domestic commercial
bank that is a member of the Federal Reserve System. The minimum amount for a
wire transfer is $1,000. Proceeds from redeemed Shares purchased by check or
through ACH will not be wired until that method of payment has cleared.
Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or


fraudulent telephone instructions. In the event of drastic economic or market
changes, a shareholder may experience difficulty in redeeming by telephone. If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.
                              REDEEMING SHARES BY MAIL
Shares may be redeemed in any amount by mailing a written request to: Federated
Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston, Massachusetts
02266-8600.
The written request should state: Fund Name and the Class designation; the
account name as registered with the Fund; the account number; and the number of
Shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the Shares are registered. It is recommended
that any share certificates be sent by insured mail with the written request.
Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund, or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a bank which
is a member of the Federal Deposit Insurance Corporation, a trust company, a
member firm of a domestic stock exchange, or any other "eligible guarantor
institution," as defined by the Securities and Exchange Act of 1934, as amended.
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.
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.


    SPECIAL REDEMPTION FEATURES
                           SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder.
Depending upon the amount of the withdrawal payments, the amount of dividends
paid and capital gains distributions with respect to Shares, and the fluctuation
of the net asset value of Shares redeemed under this program, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
his financial institution. Due to the fact that Class A Shares are sold with a
sales load, it is not advisable for shareholders to continue to purchase Class A
Shares while participating in this program. A contingent deferred sales charge
may be imposed on Class B Shares and Class C Shares.
    CONTINGENT DEFERRED SALES CHARGE
Shareholders may be subject to a contingent deferred sales charge upon
redemption of their Shares under the following circumstances:
                                   CLASS A SHARES
Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of shares of an unaffiliated investment company purchased or
redeemed with a sales load and not distributed by Federated Securities Corp. may
be charged a contingent deferred sales charge of .50 of 1.00% for redemptions
made within one full year of purchase. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed


Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption.
                                   CLASS B SHARES
Shareholders redeeming Class B Shares from their Fund accounts within six full
years of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption in accordance with the following schedule:
                                  CONTINGENT
      YEAR OF REDEMPTION           DEFERRED
        AFTER PURCHASE            SALES CHARGE
          First                    5.50%
          Second                   4.75%
          Third                    4%
          Fourth                   3%
          Fifth                    2%
          Sixth                    1%
          Seventh and thereafter   0%
                                   CLASS C SHARES
Shareholders redeeming Class C Shares from their Fund accounts within one full
year of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor of 1.00%. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Shares at the time of purchase or the net asset value of the
redeemed Shares at the time of redemption.
                 CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the


distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than six
full years from the date of purchase with respect to Class B Shares and one full
year from the date of purchase with respect to Class C Shares and applicable
Class A Shares. Redemptions will be processed in a manner intended to maximize
the amount of redemption which will not be subject to a contingent deferred
sales charge. In computing the amount of the applicable contingent deferred
sales charge, redemptions are deemed to have occurred in the following order:
(1) Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Shares held for more than six full years from the date of purchase
with respect to Class B Shares and one full year from the date of purchase with
respect to Class C Shares and applicable Class A Shares; (3) Shares held for
less than six years with respect to Class B Shares and less than one full year
from the date of purchase with respect to Class C Shares and applicable Class A
Shares on a first-in, first-out basis. A contingent deferred sales charge is not
assessed in connection with an exchange of Fund Shares for shares of other funds
in the Liberty Family of Funds in the same class (see "Exchange Privilege"). Any
contingent deferred sales charge imposed at the time the exchanged-for Shares
are redeemed is calculated as if the shareholder had held the shares from the
date on which he became a shareholder of the exchanged-from Shares. Moreover,
the contingent deferred sales charge will be eliminated with respect to certain
redemptions (see "Elimination of Contingent Deferred Sales Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended, of
a shareholder; (2) redemptions representing minimum required distributions from
an Individual Retirement Account or other retirement plan to a shareholder who


has attained the age of 70-1/2; and (3) involuntary redemptions by the Fund of
Shares in shareholder accounts that do not comply with the minimum balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of Shares held by Directors, employees and sales representatives of the Fund,
the distributor, or affiliates of the Fund or distributor; employees of any
financial institution that sells Shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or any other financial institution, to the extent that no payments
were advanced for purchases made through such entities. The Directors reserve
the right to discontinue elimination of the contingent deferred sales charge.
Shareholders will be notified of such elimination. Any Shares purchased prior to
the termination of such waiver would have the contingent deferred sales charge
eliminated as provided in the Fund's prospectus at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent deferred sales charge, the shareholder must notify Federated
Securities Corp. or the transfer agent in writing that he is entitled to such
elimination.
                           ACCOUNT AND SHARE INFORMATION
                           CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.


Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.
                                     DIVIDENDS
Dividends are declared and paid annually to all shareholders invested in the
Fund on the record date. Dividends and distributions are automatically
reinvested in additional Shares of the Fund on payment dates at the ex-dividend
date net asset value without a sales load, unless shareholders request cash
payments on the new account form or by contacting the transfer agent. All
shareholders on the record date are entitled to the dividend. If Shares are
redeemed or exchanged prior to the record date or purchased after the record
date, those Shares are not entitled to that year's dividend.
                                   CAPITAL GAINS
Net long-term capital gains realized by the Fund, if any, will be distributed at
least once every twelve months.
                             ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the Class A Share required
minimum value of $500 or the required minimum value of $1,500 for Class B Shares
and Class C Shares. This requirement does not apply, however, if the balance
falls below the required minimum value because of changes in the net asset value
of the respective Share Class. Before Shares are redeemed to close an account,
the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.
                              CORPORATION INFORMATION
    MANAGEMENT OF THE CORPORATION
                                 BOARD OF DIRECTORS


The Corporation is managed by a Board of Directors. The Directors are
responsible for managing the Corporation's business affairs and for exercising
all the Corporation's powers except those reserved for the shareholders. An
Executive Committee of the Board of Directors handles the Board's
responsibilities between meetings of the Board.
                                 INVESTMENT ADVISER
Investment decisions for the Fund are made by Federated Global Research Corp.,
the Fund's investment adviser, subject to direction by the Directors. The
Adviser continually conducts investment research and supervision for the Fund
and is responsible for the purchase or sale of portfolio instruments, for which
it receives an annual fee from the Fund.
                                   ADVISORY FEES
The Adviser receives an annual investment advisory fee equal to 1.10% 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 investment
advisory contract, which provides for the voluntary waiver of the advisory fee
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
can terminate this voluntary waiver at any time in its sole discretion. The
Adviser has also undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.
                                ADVISER'S BACKGROUND
Federated Global Research Corp., incorporated in Delaware on May 12, 1995, is a
registered investment adviser under the Investment Advisers Act of 1940, as
amended. 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 Global Research Corp. and other subsidiaries of Federated Investors
serve as investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services to a
number of investment companies. With over $72 billion invested across more than
260 funds under management and/or administration by its subsidiaries, as of
December 31, 1994, Federated Investors is one of the largest mutual fund
investment managers in the United States. With more than 1,750 employees,
Federated continues to be led by the management who founded the company in 1955.
Federated funds are presently at work in and through 4,000 financial
institutions nationwide. More than 100,000 investment professionals have
selected Federated funds for their clients.
Henry A. Frantzen has been the Fund's portfolio manager since its inception.
Mr. Frantzen joined Federated Investors in 1995 as an Executive Vice President
of the Fund's investment adviser.  Mr. Frantzen served as Chief Investment
Officer of international equities at Brown Brothers Harriman & Co. from 1992 to
1995.  He was the Executive Vice President and Director of Equities at
Oppenheimer Management Corporation from 1989 to 1991.  Mr. Frantzen received his
B.S. in finance and marketing from the University of North Dakota.
Drew J. Collins has been the Fund's portfolio manager since its inception.  Mr.
Collins joined Federated Investors in 1995 as a Senior Vice President of the
Fund's investment adviser.  Mr. Collins served as Vice President/Portfolio
Manager of international equity portfolios at Arnold and S. Bleichroeder, Inc.
from 1994 to 1995.  He served as an Assistant Vice President/Portfolio Manager
for international equities at the College Retirement Equities Fund from 1986 to
1994.  Mr. Collins is a Chartered Financial Analyst and received his M.B.A. in
finance from the University of Pennsylvania.


Mark S. Kopinski has been the Fund's portfolio manager since its inception.  Mr.
Kopinski joined Federated Investors in 1995 as a  Vice President of the Fund's
investment adviser.  Mr. Kopinski served as Vice President/Portfolio Manager of
international equity funds at Twentieth Century Mutual Funds from 1990 to 1995.
Mr. Kopinski received his M.A. in Asian Studies from the University of Illinois.
Alexandre de Bethmann has been the Fund's portfolio manager since its inception.
Mr. de Bethmann joined Federated Investors in 1995 as a Vice President of the
Fund's investment adviser.  Mr. de Bethmann served as Assistant Vice
President/Portfolio Manager for Japanese and Korean equities at the College
Retirement Equities Fund from 1994 to 1995.  He served as an International
Equities Analyst and then as an Assistant Portfolio Manager at  the College
Retirement Equities Fund between 1987 and 1994.  Mr. de Bethmann received his
M.B.A. in Finance from Duke University.


Both the Corporation and the Adviser have adopted strict codes of ethics
governing the conduct of all employees who manage the Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary duty to the
Fund's shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Directors,
and could result in severe penalties.
    DISTRIBUTION OF SHARES
Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,


Pennsylvania 15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.
The distributor may offer to pay financial institutions an amount equal to 1% of
the net asset value of Class C Shares purchased by their clients or customers at
the time of purchase. These payments will be made directly by the distributor
from its assets, and will not be made from assets of the Fund. Financial
institutions may elect to waive the initial payment described above; such waiver
will result in the waiver by the Fund of the otherwise applicable contingent
deferred sales charge.
The distributor will pay dealers an amount equal to 5.5% of the net asset value
of Class B Shares purchased by their clients or customers. These payments will
be made directly by the distributor from its assets, and will not be made from
the assets of the Fund. Dealers may voluntarily waive receipt of all or any
portion of these payments. The distributor may pay a portion of the distribution
fee discussed below to financial institutions that waive all or any portion of
the advance payments.
                     DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), the distributor may be paid a fee in an amount
computed at an annual rate of up to .25 of 1% for Class A Shares and up to .75
of 1% for Class B Shares and Class C Shares of the average daily net assets of
each class of Shares to finance any activity which is principally intended to
result in the sale of Shares subject to the Distribution Plan. The Fund does not
currently make payments to the distributor or charge a fee under the
Distribution Plan for Class A Shares, and shareholders of Class A Shares will be
notified if the Fund intends to charge a fee under the Distribution Plan. For
Class A Shares and Class C Shares, the distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment


advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers. With respect to Class
B Shares, because distribution fees to be paid by the Fund to the distributor
may not exceed an annual rate of .75 of 1% of Class B Shares' average daily net
assets, it will take the distributor a number of years to recoup the expenses it
has incurred for its sales services and distribution-related support services
pursuant to the Plan.
The Distribution Plan is a compensation type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Shares
under the Plan.
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of Class A Shares, Class B Shares, and Class C Shares to obtain certain personal
services for shareholders and for the maintenance of shareholder accounts
("Shareholder Services"). Under the Shareholder Services Agreement, Federated
Shareholder Services will either perform Shareholder Services directly or will
select financial institutions to perform Shareholder Services. Financial
institutions will receive fees based upon Shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated Shareholder
Services.
In addition to payments made pursuant to the Distribution Plan and Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder


Services, from their own assets, may pay financial institutions supplemental
fees for the performance of sales services, distribution-related support
services, or shareholder services.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings 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 capacities described above or should Congress
relax current restrictions on depository institutions, the Directors will
consider appropriate changes in the services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state laws.
                      OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
Federated Securities Corp. will pay financial institutions, at the time of
purchase of Class A Shares, an amount equal to .50 of 1% of the net asset value
of Class A Shares purchased by their clients or customers under certain
qualified retirement plans as approved by Federated Securities Corp. (Such
payments are subject to a reclaim from the financial institution should the
assets leave the program within 12 months after purchase.)
Furthermore, with respect to Class A Shares, Class B Shares, and Class C Shares,
the distributor may offer to pay a fee from its own assets to financial
institutions as financial assistance for providing substantial marketing and
sales support. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of Shares the financial
institution sells or may sell, and/or upon the type and nature of sales or


marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's Adviser or its affiliates.


    ADMINISTRATION OF THE FUND
                              ADMINISTRATIVE SERVICES
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund. Federated Administrative
Services provides these at an annual rate which relates to the average aggregate
daily net assets of all Federated Funds as specified below:
               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
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, P.O. Box 8600, Boston, Massachusetts 02266-
8600, is custodian for the securities and cash of the Fund.  Foreign instruments
purchased by the Fund are held by foreign banks participating in a network
coordinated by State Street Bank.
                  TRANSFER AGENT AND DIVIDEND DISBURSING AGENT


Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600, is
transfer agent for the Shares of the Fund, and dividend disbursing agent for the
Fund.
                                INDEPENDENT AUDITORS
The independent auditors for the Fund are Ernst & Young LLP, One Oxford Centre,
Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
Holders of Class A Shares, Class B Shares, and Class C Shares pay their
allocable portion of Corporation and portfolio expenses.
The Corporation expenses for which holders of Class A Shares, Class B Shares,
and Class C Shares pay their allocable portion include, but are not limited to:
the cost of organizing the Corporation and continuing its existence; registering
the Corporation with federal and state securities authorities; Directors' fees;
auditors' fees; the cost of meetings of Directors; legal fees of the
Corporation; association membership dues; and such non-recurring and
extraordinary items as may arise from time to time.
The portfolio expenses for which holders of Class A Shares, Class B Shares, and
Class C Shares pay their allocable portion include, but are not limited to:
registering the portfolio and Class A Shares, Class B Shares, and Class C Shares
of the portfolio; investment advisory services; taxes and commissions; custodian
fees; insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise from time to time.
At present, the only expenses which are allocated specifically to Class A
Shares, Class B Shares, and Class C Shares as classes are expenses under the
Corporation's Distribution Plan and fees for Shareholder Services. However, the
Directors reserve the right to allocate certain other expenses to holders of
Class A Shares, Class B Shares and Class C Shares as they deem appropriate
("Class Expenses"). In any case, Class Expenses would be limited to:
distribution fees; transfer agent fees as identified by the transfer agent as


attributable to holders of Class A Shares, Class B Shares, and Class C Shares;
printing and postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxies to current shareholders;
registration fees paid to the Securities and Exchange Commission and to state
securities commissions; expenses related to administrative personnel and
services as required to support holders of Class A Shares, Class B Shares, and
Class C Shares; legal fees relating solely to Class A Shares, Class B Shares, or
Class C Shares; and Directors' fees incurred as a result of issues related
solely to Class A Shares, Class B Shares, or Class C Shares.
    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
Directors.
                              SHAREHOLDER INFORMATION
    VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote. All Shares of each Fund or
class in the Corporation have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.
As a Maryland corporation, the Corporation is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain


changes in the Corporation's or the Fund's operation and for the election of
Directors under certain circumstances.
Directors may be removed by the Directors or by shareholders at a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Corporation's
outstanding shares of all series entitled to vote.
                                  TAX INFORMATION
    FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Code, applicable to regulated investment companies and to receive the
special tax treatment afforded to such companies.  However, the Fund 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
Fund upon disposition of PFIC investments.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Corporation's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Investment income received by the Fund from sources within foreign countries may
be subject to foreign taxes withheld at the source.  The United States has
entered into tax treaties with many foreign countries that entitle the Fund to
reduced tax rates or exemptions on this income.  The effective rate of foreign
tax cannot be predicted since the amount of Fund assets to be invested within
various countries is unknown.  However, the Fund intends to operate so as to
qualify for treaty-reduced tax rates where applicable.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if


any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any
dividends earned in an IRA or qualified retirement plan until distributed.
Due to differences in the book and tax treatment of fixed income securities
denominated in foreign currencies, it is difficult to project currency effects
on an interim basis.  Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be
designated as a return of capital, rather than income, for income tax purposes,
which may be of particular concern to simple trusts.
If more than 50% of the value of the Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns.  The Code may
limit a shareholder's ability to claim a foreign tax credit.  Furthermore,
shareholders who elect to deduct their portion of the Fund's foreign taxes
rather than take the foreign tax credit must itemize deductions on their income
tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
Shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
                              PERFORMANCE INFORMATION
From time to time, the Fund advertises its total return and yield for each class
of Shares.
Total return represents the change, over a specific period of time, in the value
of an investment in each class of Shares after reinvesting all income and
capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.


The yield of each class of Shares is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by each class of Shares over a thirty-day period by the maximum offering price
per share of each class on the last day of the period. This number is then
annualized using semi-annual compounding. The yield does not necessarily reflect
income actually earned by each class of Shares and, therefore, may not correlate
to the dividends or other distributions paid to shareholders.
The performance information reflects the effect of non-recurring charges, such
as the maximum sales load or contingent deferred sales charges, which, if
excluded, would increase the total return and yield.
Total return and yield will be calculated separately for Class A Shares, Class B
Shares, and Class C Shares. Expense differences among Class A Shares, Class B
Shares, and Class C Shares may affect the performance of each class.
From time to time, advertisements for Class A Shares, Class B Shares, and Class
C Shares of the Fund may refer to ratings, rankings, and other information in
certain financial publications and/or compare the performance of Class A Shares,
Class B Shares, and Class C Shares to certain indices.






                                FEDERATED ASIA PACIFIC GROWTH FUND
                                (A portfolio of World Investment Series, Inc.)

                                Class A Shares

                                Class B Shares

                                Class C Shares

                                      Combined Prospectus
                                      An Open-End, Diversified
                                      Management
                                      Investment Company

                                      February 13, 1996








         FEDERATED SECURITIES CORP.

          Distributor
          A subsidiary of FEDERATED INVESTORS
          Cusip #s
                    ---------
          Federated Investors Tower
          Pittsburgh, PA  15222-3779


FEDERATED ASIA PACIFIC GROWTH FUND
(A portfolio of World Investment Series, Inc.)

Class A Shares

Prospectus

The Class A Shares of Federated Asia Pacific Growth Fund (the "Fund") represent
interests in a diversified portfolio of World Investment Series, Inc. (the
"Corporation"), an open-end management investment company (a mutual fund). The
investment objective of the Fund is to provide long-term growth of capital.  Any
income received from the portfolio is incidental.  The Fund pursues its
investment objective by investing primarily in equity securities of Asian and
Pacific Rim companies.
THE CLASS A 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 CLASS A SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know before you
invest in the Class A Shares of the Fund. Keep this prospectus for future
reference.
The Fund has also filed a Combined Statement of Additional Information for Class
A Shares, Class B Shares, and Class C Shares dated February 13, 1996, 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, which is in paper form only, or a paper copy of this prospectus, if


you have received your prospectus electronically, free of charge by calling 1-
800-235-4669. To obtain other information or to make inquiries about the Fund,
contact your financial institution.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated February 13, 1996


Table of Contents will be generated
when document is complete.


                            SUMMARY OF FUND EXPENSES
                       FEDERATED ASIA PACIFIC GROWTH FUND

                                 CLASS A SHARES
                        SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
      5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)        0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS A SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*
Management Fee (after waiver)(2)...........................      %
12b-1 Fee (3)..............................................      %
Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class A Shares Operating Expenses (4)......      %
    (1)   Class A Shares purchased with the proceeds of a redemption of shares
      of an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The


      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   Class A Shares have no present intention of paying or accruing the
      12b-1 fee during the fiscal year ending November 30, 1996.  If Class A
      Shares were paying or accruing the 12b-1 fee, Class A Shares would be
      able to pay up to 0.25% of its average daily net assets for the 12b-1
      fee.  See "Corporation Information."
    (4)   The Total Class A Shares Operating Expenses are estimated to be
            % absent the anticipated voluntary waiver of a portion of the
      ------
      Management Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class A Shares will bear,
either directly or indirectly.  For more complete descriptions of the various
costs and expenses, see "What Shares Cost" and "Corporation Information."  Wire-
transferred redemptions of less than $5,000 may be subject to additional fees.

EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This


example is based on estimated data for the Class A Shares' fiscal year ending
November 30, 1996.



                              GENERAL INFORMATION
The Corporation was established under the laws of the state of Maryland on
January 25, 1994.  The Corporation's address is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit the
Corporation to offer separate series of shares representing interests in
separate portfolios of securities. As of the date of this prospectus, the Board
of Directors (the "Directors") has established three classes of shares for the
Fund, known as Class A Shares, Class B Shares, and Class C Shares. This
prospectus relates only to the Class A Shares (the "Shares") of the Fund.
Shares of the Fund are designed for individuals and institutions seeking long-
term growth of capital by investing primarily in equity securities of Asian and
Pacific Rim companies.
For information on how to purchase Shares of the Fund, please refer to "How to
Purchase Shares." The minimum initial investment for Class A Shares is $500.
However, the minimum initial investment for a retirement account is $50.
Subsequent investments must be in amounts of at least $100, except for
retirement plans which must be in amounts of at least $50.
In general, Class A Shares are sold at net asset value plus an applicable sales
load and are redeemed at net asset value. However, a contingent deferred sales
charge is imposed under certain circumstances. For a more complete description,
see "How to Redeem Shares."
In addition, the Fund also pays a shareholder services fee at an annual rate not
to exceed 0.25% of average daily net assets.


Investors should be aware of the following general observations. The Fund may
make certain investments and employ certain investment techniques that involve
risks, including, but not limited to, investing in non-U.S. issuers, entering
into repurchase agreements, investing in when-issued securities, lending
portfolio securities, and entering into futures contracts and related options.
These risks are described under "Investment Policies."
The Fund's current net asset value and offering price can be found in the mutual
funds section of local newspapers under "Federated Liberty Funds."
                              LIBERTY FAMILY OF FUNDS
This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;
      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated European Growth Fund, providing long-term growth of capital
        through investments primarily in the equity securities of European
        companies;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;
      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;


      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated primarily in foreign currencies;
      o Federated International Small Company Fund, providing long-term growth
        of capital by investing in equity securities of small foreign companies
        in developed and emerging markets.
      o Federated Latin American Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Latin
        America;
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;
      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current  income exempt from federal regular income tax through
        municipal bonds;
      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;
      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;
      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;


      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal,  primarily limited to municipal securities;
      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the state of Michigan and Michigan municipalities, primarily through
        Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;
      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and
      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
Prospectuses for these funds are available by writing to Federated Securities
Corp.
Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.
The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of proven, professional investment advisers.
Shareholders of Class A Shares who have been designated as Liberty Life Members
are exempt from sales loads on future purchases in and exchanges between the


Class A Shares of any funds in the Liberty Family of Funds, as long as they
maintain a $500 balance in one of the Liberty Funds.
                             INVESTMENT INFORMATION
    INVESTMENT OBJECTIVE
The Fund seeks to provide long-term growth of capital.  Any income received from
the portfolio is incidental.  The investment objective of the Fund cannot be
changed without the approval of the shareholders. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
    INVESTMENT POLICIES
The Fund pursues its investment objective by investing primarily in equity
securities of Asian and Pacific Rim companies.  Under normal market conditions,
the Fund will invest at least 65% of its total assets in equity securities of
companies located in Asia and the Pacific Rim.  The Fund may invest in
securities of issuers located in any country in Asia or the Pacific Rim where
the investment adviser believes there is potential for above-average capital
appreciation.  Such countries may include, but are not limited to:  Australia,
China, Hong Kong, Indonesia, Japan, South Korea, Malaysia, New Zealand,
Pakistan, the Philippines, Singapore, Sri Lanka, Taiwan, and Thailand and those
countries comprising the Indian sub-continent.  The Fund may invest in other
countries in Asia and the Pacific Rim when their markets become sufficiently
developed, in the opinion of the investment adviser. The Fund intends to
allocate its investments among at least three countries at all times and does
not expect to concentrate investments in any particular industry.
Asian and Pacific Rim companies are defined as (i) those organized under the
laws of, or with a principal office located in, an Asian or Pacific Rim country
or (ii) those for which the principal securities trading market is in Asia or
the Pacific Rim or (iii) those, wherever organized or traded, which derived
(directly or indirectly through subsidiaries) at least 50% of their total


assets, capitalization, gross revenue or profit in their most current fiscal
year from goods produced, services performed, or sales made in Asia or the
Pacific Rim.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Directors (the "Directors") without the approval of the
shareholders of the Fund.  Shareholders will be notified before any material
change in these policies becomes effective.
                             ACCEPTABLE INVESTMENTS
The equity securities in which the Fund may invest include common stock,
preferred stock (either convertible or non-convertible), sponsored or
unsponsored depositary receipts or shares, and warrants, including other
substantially similar forms of equity with comparable risk characteristics as
well as other forms which may be developed in the future.  Securities may be
purchased on securities exchanges, traded over-the-counter, or have no organized
market.  The Fund may also purchase corporate and government fixed income
securities denominated in currencies other than U.S. dollars; enter into forward
commitments, repurchase agreements and foreign currency transactions; maintain
reserves in foreign or U.S. money market instruments; and purchase options and
financial futures contracts.
                             COMMON AND PREFERRED STOCK
Stocks represent shares of ownership in a company.  Generally, preferred stock
has a specified dividend and ranks after bonds and before common stocks in its
claim on income for dividend payments and on assets should the company be
liquidated.  After other claims are satisfied, common stockholders participate
in company profits on a pro rata basis; profits may be paid out in dividends or
reinvested in the company to help it grow.  Increases and decreases in earnings
are usually reflected in a company's stock price, so common stocks generally
have the greatest appreciation and depreciation potential of all corporate
securities.  While most preferred stocks pay a dividend, the Fund may purchase


preferred stock where the issuer has omitted, or is in danger of omitting,
payment of its dividend.  Such investments would be made primarily for their
capital appreciation potential.
In selecting securities, the investment adviser typically evaluates industry
trends, a company's financial strength, its competitive position in domestic and
export markets, technology, recent developments and profitability, together with
overall growth prospects.  Other considerations generally include quality and
depth of management, government regulation, and availability and cost of labor
and raw materials.  Investment decisions are made without regard to arbitrary
criteria as to minimum asset size, debt-equity ratios or dividend history of
portfolio companies.
                                DEPOSITARY RECEIPTS
The Fund may invest in foreign issuers by purchasing sponsored or unsponsored
securities representing underlying international securities such as American
Depositary Receipts ("ADRs"), American Depositary Shares ("ADSs"), European
Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), Global
Depositary Certificates ("GDCs"), and International Depositary Receipts ("IDRs")
or securities convertible into foreign equity securities.  ADRs and ADSs
typically are issued by a United States bank or trust company and evidence
ownership of underlying securities issued by a foreign corporation.  EDRs, which
are sometimes referred to as Continental Depositary Receipts ("CDRs"), GDRs,
GDCs, and IDRs are typically issued by foreign banks or trust companies,
although they also may be issued by United States banks or trust companies, and
evidence ownership of underlying securities issued by either a foreign or a
United States corporation.  ADRs, ADSs, CDRs, EDRs, GDRs, GDCs, and IDRs are
collectively known as "Depositary Receipts."  Depositary Receipts may be
available for investment through "sponsored" or "unsponsored" facilities.  A
sponsored facility is established jointly by the issuer of the security
underlying the receipt and a depositary, whereas an unsponsored facility may be


established by a depositary without participation by the issuer of the receipt's
underlying security.  Holders of an unsponsored Depositary Receipt generally
bear all the costs of the unsponsored facility.  The depositary of an
unsponsored facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through to the holders of the receipts voting rights with respect to the
deposited securities.
                                  DEBT SECURITIES
In pursuit of the Fund's objective of long-term growth of capital, the Fund may
invest up to 35% of its total assets in debt securities.  Capital appreciation
in debt securities may arise as a result of favorable changes in the
creditworthiness of issuers, relative interest rate levels, or relative foreign
exchange rates.  Any income received from debt securities is incidental to the
Fund's objective of long-term growth of capital.  These debt obligations consist
of U.S. and foreign government securities and corporate debt securities,
including, but not limited to, Samurai and Yankee bonds, Eurobonds and
depositary receipts.  The issuers of such debt securities may or may not be
domiciled in Asia or the Pacific Rim.
The debt securities in which the Fund may invest may be rated, at the time of
purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or Fitch
Investors Service, Inc. ("Fitch") or Ba or lower by Moody's Investors Service,
Inc. ("Moody's"), or, if unrated, are of comparable quality as determined by the
investment adviser.  The prices of fixed income securities generally fluctuate
inversely to the direction of interest rates.
                               CONVERTIBLE SECURITIES
The Fund may invest in convertible securities rated, at the time of purchase, BB
or lower by S&P or Fitch or Ba or lower by Moody's, or, if unrated, are of
comparable quality as determined by the investment adviser.


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 bonds, convertible preferred stock or
debentures, units consisting of "usable" bonds and warrants or a combination of
the features of several of these securities.  The investment characteristics of
each convertible security vary widely, which allows convertible securities to be
employed for a variety of different investment strategies.  In selecting a
convertible security, the investment adviser evaluates the investment
characteristics of the convertible security as a fixed income investment, and
the investment potential of the underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
Due to restrictions on direct investment by foreign entities in certain Asian or
Pacific Rim markets, investments in other investment companies may be the most
practical or only manner in which the Fund can participate in the securities
markets of certain countries in Asia and the Pacific Rim.  The Fund may also
invest in other investment companies for the purpose of investing its short-term
cash on a temporary basis.  The Fund may invest up to 10% of its total assets in
the securities of other investment companies.  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.  Restricted securities may be issued by new and early


stage companies which may include a high degree of business and financial risk
that can result in substantial losses.  As a result of the absence of a public
trading market for these securities, they may be less liquid than publicly
traded securities.  Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could be less than
those originally paid by the Fund, or less than what may be considered the fair
value of such securities.  Further, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection
requirements which might be applicable if their securities were publicly traded.
If such securities are required to be registered under the securities laws of
one or more jurisdictions before being resold, the Fund may be required to bear
the expense of registration.  The Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Directors to be liquid, over-the counter options, swap agreements not determined
to be liquid, and repurchase agreements providing for settlement in more than
seven days after notice, to 15% of its net assets.
                               REPURCHASE AGREEMENTS
The Fund may invest in repurchase agreements.  Repurchase agreements are
arrangements by which the Fund purchases a security for cash and obtains a
simultaneous commitment from the seller (usually a bank or broker/dealer) to
repurchase the security at an agreed-upon price and specified future date.  The
repurchase price reflects an agreed-upon interest rate for the time period of
the agreement.  The Fund's risk is the inability of the seller to pay the
agreed-upon price on the delivery date.  However, this risk is tempered by the
ability of the Fund to sell the security in the open market in the case of a
default.  In such a case, the Fund may incur costs in disposing of the security
which would increase Fund expenses.  The investment adviser will monitor the
creditworthiness of the firms with which the Fund enters into repurchase
agreements.


                   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 different times in the future. 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 investment
adviser deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at current market
values and simultaneously acquire other commitments to purchase similar
securities at later dates.  The Fund may realize short-term profits or losses
upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend portfolio securities
on a short-term or long-term basis, 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
investment adviser has determined are creditworthy under guidelines established
by the Directors and will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned at all times.
There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price.  In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.


                               TEMPORARY INVESTMENTS
For temporary defensive purposes, when the investment adviser determines that
market conditions warrant (up to 100% of total assets) and to maintain liquidity
(up to 20% of total assets), the Fund may invest in U.S. and foreign debt
instruments as well as cash or cash equivalents, including foreign and domestic
money market instruments, short-term government and corporate obligations, and
repurchase agreements.
                                FORWARD COMMITMENTS
Forward commitments are contracts to purchase securities for a fixed price at a
date beyond customary settlement time.  The Fund may enter into these contracts
if liquid securities in amounts sufficient to meet the purchase price are
segregated on the Fund's records at the trade date and maintained until the
transaction has been settled.  Risk is involved if the value of the security
declines before settlement.  Although the Fund enters into forward commitments
with the intention of acquiring the security, it may dispose of the commitment
prior to settlement and realize short-term profit or loss.
                           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 (i.e., 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.  Further,
the Fund may be affected either unfavorably or favorably by fluctuations in the
relative rates of exchange between the currencies of different nations.  Cross-
hedging transactions by the Fund involve the risk of imperfect correlation
between changes in the values of the currencies to which such transactions
relate and changes in the value of the currency or other asset or liability that
is the subject of the hedge.
                    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 60 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
investment adviser will consider the likelihood of changes in currency values
when making investment decisions, the investment 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 value of the Fund's assets denominated in that currency at the time the
contract was initiated, but as consistent with their other investment policies
and as not otherwise limited in their ability to use this strategy.
                                      OPTIONS
The Fund may deal in options on foreign currencies, securities, and securities
indices, and on futures contracts involving these items, which options may be
listed for trading on an international securities exchange or traded over-the-
counter.  The Fund may use options to manage interest rate and currency risks.
The Fund may also write covered call options and secured put options to generate
income or lock in gains.  The Fund may write covered call options and secured
put options on up to 25% of its net assets and may purchase put and call options
provided that no more than 5% of the fair market value of its net assets may be
invested in premiums on such options.
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 the 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 nonperformance 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.
It is not certain that a secondary market for positions in options, or futures
contracts (see below), 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.
                           FUTURES AND OPTIONS ON FUTURES
The Fund may enter into futures contracts involving foreign currency,
securities, and securities indices, or options thereon, for bona fide hedging
purposes.  The Fund may also enter into such futures contracts or related
options for purposes other than bona fide hedging if the aggregate amount of
initial margin deposits exclusive of the margin needed for foreign currency
hedging, on the Fund's futures and related options positions would not exceed 5%
of the net liquidation value of the Fund's assets, provided further that in the
case of an option that is in-the-money at the time of the purchase, the in-the-
money amount may be excluded in calculating the 5% limitation.  In addition, the
Fund may not sell futures contracts if the value of such futures contracts
exceeds the total market value of the Fund's portfolio securities.  Futures
contracts and options thereon sold by the Fund are generally subject to
segregation and coverage requirements established by either the Commodities


Futures Trading Commission ("CFTC") or the Securities and Exchange Commission
("SEC"), with the result that, if the Fund does not hold the instrument
underlying the futures contract or option, the Fund will be required to
segregate on an ongoing basis with its custodian cash, U.S. government
securities, or other liquid high grade debt obligations in an amount at least
equal to the Fund's obligations with respect to such instruments.
The Fund may enter into securities index futures contracts and purchase and
write put and call options on securities index futures contracts that are traded
on regulated exchanges, including non-U.S. exchanges, to the extent permitted by
the CFTC.  Securities index futures contracts are based on indexes that reflect
the market value of securities 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 enter into securities index futures contracts to sell a securities
index in anticipation of or during a market decline to attempt to offset the
decrease in market value of securities in its portfolio that might otherwise
result.  When the Fund is not fully invested and anticipates a significant
market advance, it may enter into futures contracts to purchase the index in
order to gain rapid market exposure that may in part or entirely offset
increases in the cost of securities that it intends to purchase.  In many of
these transactions, the Fund will purchase such securities upon termination of
the futures position but, depending on market conditions, a futures position may
be terminated without the corresponding purchases of common stock.  The Fund may
also invest in securities index futures contracts when the investment adviser
believes such investment is more efficient, liquid, or cost-effective than
investing directly in the securities underlying the index.


An option on a securities index futures contract gives the purchaser the right,
in return for the premium paid, to assume a position in a securities index
futures contract.  The Fund may purchase and write put and call options on
securities index futures contracts in order to hedge all or a portion of its
investment and may enter into closing purchase transactions with respect to
written options in order to terminate existing positions.  There is no guarantee
that such closing transactions can be effected.  The Fund may also invest in
options on securities index futures contracts when the investment adviser
believes such investment is more efficient, liquid or cost-effective than
investing directly in the futures contract or in the securities underlying the
index, or when the futures contract or underlying securities are not available
for investment upon favorable terms.
The use of futures and related options involves special consideration and risks,
for example, (1) the ability of the Fund to utilize futures successfully will
depend on the investment adviser's ability to predict pertinent market
movements; (2) there might be imperfect correlation, or even no correlation,
between the change in market value of the securities held by the Fund and the
prices of the futures and options thereon relating to the securities purchased
or sold by the Fund.  The use of futures and related options may reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements but they can also reduce the opportunity for gain by offsetting the
positive effect of favorable price movements in positions.  No assurance can be
given that the investment adviser's judgment in this respect will be correct.
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.
New futures contracts, options thereon, and other financial products and risk
management techniques continue to be developed.  The Fund may use these
investments and techniques to the extent consistent with its investment
objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
As one way of managing its exposure to different types of investments, the Fund
may enter into interest rate swaps, currency swaps, and other types of swap
agreements such as caps, collars, and floors.  Depending on how they are used,
swap agreements may increase or decrease the overall volatility of the Fund's
investments, its share price and yield.
Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed.  As a
result, swaps can be highly volatile and may have a considerable impact on the
Fund's performance.  Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates.  The Fund may also suffer losses
if it is unable to terminate outstanding swap agreements to reduce its exposure
through offsetting transactions.  When the Fund enters into a swap agreement,
assets of the Fund equal to the value of the swap agreement will be segregated
by the Fund.
                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
Investing in non-U.S. securities carries substantial risks in addition to those
associated with domestic investments.  In an attempt to reduce some of these
risks, the Fund diversifies its investments broadly among foreign countries
which may include both developed and developing countries.
The Fund may take advantage of the unusual opportunities for higher returns
available from investing in developing countries.  These investments carry


considerably more volatility and risk because they generally are associated with
less mature economies and less stable political systems.
The economies of foreign countries may differ from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency, and balance of
payments position.  Further, the economies of developing countries generally are
heavily dependent on international trade and, accordingly, have been, and may
continue to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they trade.  These economies
also have been, and may continue to be, adversely affected by economic
conditions in the countries with which they trade.
Prior governmental approval for foreign investments may be required under
certain circumstances in some countries, and the extent of foreign investment in
certain debt securities and domestic companies may be subject to limitation.
Foreign ownership limitations also may be imposed by the charters of individual
companies to prevent, among other concerns, violation of foreign investment
limitations.
Repatriation of investment income, capital, and the proceeds of sales by foreign
investors may require governmental registration and/or approval in some
countries.  The Fund could be adversely affected by delays in, or a refusal to
grant, any required governmental registration or approval for such repatriation.
Any investment subject to such repatriation controls will be considered illiquid
if it appears reasonably likely that this process will take more than seven
days.
With respect to any foreign country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
governmental regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies of such countries or


the value of the Fund's investments in those countries.  In addition, it may be
difficult to obtain and enforce a judgment in a court outside of the United
States.
Brokerage commissions, custodial services, and other costs relating to
investment may be more expensive than in the United States.  Foreign markets may
have different clearance and settlement procedures such as requiring payment for
securities before delivery.  In certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions.  The inability
of the Fund to make intended security purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities.  Inability to
dispose of a portfolio security due to settlement problems could result either
in losses to the Fund due to subsequent declines in value of the portfolio
security or, if the Fund has entered into a contract to sell the security, could
result in possible liability to the purchaser.
CURRENCY RISKS.  Because the majority of the 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 Fund assets denominated in the currency will increase; correspondingly,
if the value of a foreign currency declines against the U.S. dollar the value of
Fund assets denominated in that currency will decrease.  Under the United States
Internal Revenue Code, as amended (the "Code"), the Fund is required to
separately account for the foreign currency component of gains or losses, which
will usually be viewed under the Code as items of ordinary and distributable
income or loss, thus affecting the Fund's distributable income. (See "Federal
Income Tax").


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 Fund values its assets
daily in U.S. dollars, the Fund will not convert its holdings of foreign
currencies to U.S. dollars daily. When the Fund converts its holdings to another
currency, it may incur conversion costs. Foreign exchange dealers may realize a
profit on the difference between the price at which they buy and sell
currencies.
FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
companies include:
      less publicly available information about foreign issuers;
      credit risks associated with certain foreign governments;
      the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
      less readily available market quotations on foreign issues;
      differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
      differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
      the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
      the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
      foreign brokerage commissions may be higher;
      unreliable mail service between countries;


      political or financial changes which adversely affect investments in some
      countries;
      increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
      certain markets may require payment for securities before delivery;
      religious and ethnic instability; and
      certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
discouraged or restricted certain investments abroad by investors such as the
Fund.  Investors are advised that when such policies are instituted, the Fund
will abide by them.


                       INVESTING IN ASIA AND THE PACIFIC RIM
The Fund is susceptible to political and economic factors affecting issuers in
Asian and Pacific Rim countries.  Many of the countries of Asia and the Pacific
Rim are developing both economically and politically.  Asian and Pacific Rim
countries may have relatively unstable governments, economies based on only a
few commodities or industries, and securities markets trading infrequently or in
low volumes.  Some Asian and Pacific Rim countries restrict the extent to which
foreigners may invest in their securities markets.  Securities of issuers
located in some Asian and Pacific Rim countries tend to have volatile prices and
may offer significant potential for loss as well as gain.  Further, certain
companies in Asia and the Pacific Rim may not have firmly established product
markets, may lack depth of management, or may be more vulnerable to political or
economic developments such as nationalization of their own industries.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES


The debt securities in which the Fund invests are usually not in the three
highest rating categories of a nationally recognized statistical rating
organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for Moody's), but
are in the lower rating categories or are unrated, but are of comparable quality
and have speculative characteristics or are speculative.  Lower-rated bonds or
unrated bonds are commonly referred to as "junk 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 debt securities
rated in the lowest rating category.  A description of the rating categories is
contained in the Appendix to the Combined Statement of Additional Information.
Debt obligations that are not determined to be investment grade are high-yield,
high-risk bonds, typically subject to greater market fluctuations and greater
risk of loss of income and principal due to an issuer's default.  To a greater
extent than investment grade bonds, lower-rated bonds tend to reflect short-term
corporate, economic, and market developments, as well as investor perceptions of
the issuer's credit quality.  In addition, lower-rated bonds  may be more
difficult to dispose of or to value than higher-rated, lower-yielding bonds.
The Fund's investment adviser attempts to reduce the risks described above
through diversification of the portfolio and by credit analysis of each issuer
as well as by monitoring broad economic trends and corporate and legislative
developments.
    INVESTMENT LIMITATIONS
The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set
        date) or pledge securities except, under certain circumstances, the
        Fund may borrow up to one-third of the value of its total assets and
        pledge its assets to secure such borrowings; or




      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase
        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
The above investment limitations cannot be changed without shareholder approval.
                                  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 Class A Shares in the market value of
all securities and other assets of the Fund, subtracting the interest of Class A
Shares in the liabilities of the Fund and those attributable to Class A Shares,
and dividing the remainder by the total number of Class A Shares outstanding.
The net asset value for Class A Shares may differ from that of Class B Shares
and Class C Shares due to the variance in daily net income realized by each
class. Such variance will reflect only accrued net income to which the
shareholders of a particular class are entitled.
The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value of
the Fund's portfolio securities that its net asset value might be materially
affected; (ii) days during which no Shares are tendered for redemption and no
orders to purchase Shares are received; or (iii) the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day.
                               HOW TO PURCHASE SHARES


Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below, either through a
financial institution (such as a bank or broker/dealer which has a sales
agreement with the distributor) or by wire or by check directly to the Fund,
with a minimum initial investment of $500. Additional investments can be made
for as little as $100. The minimum initial and subsequent investment for
retirement plans is only $50. (Financial institutions may impose different
minimum investment requirements on their customers.)
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before Shares can be purchased.


    WHAT SHARES COST
Shares are sold at their net asset value next determined after an order is
received, plus a sales load as follows:
                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION          PRICE       INVESTED     OFFERING PRICE
    Less than $50,000       5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%    4.00%
    $100,000 but less than $250,000      3.75%          3.90%    3.25%
    $250,000 but less than $500,000      2.50%          2.56%    2.25%
    $500,000 but less than $1 million    2.00%          2.04%    1.80%
$1 million or greater       0.00%        0.00%          0.25%*


* See sub-section entitled "Dealer Concession."
No sales load is imposed for Shares purchased through bank trust departments,
investment advisers registered under the Investment Advisers Act of 1940, as
amended, or retirement plans where the third party administrator has entered
into certain arrangements with Federated Securities Corp. or its affiliates, or
to shareholders designated as Liberty Life Members. However, investors who
purchase Shares through a trust department, investment adviser, or retirement
plan may be charged an additional service fee by the institution. Additionally,
no sales load is imposed for Shares purchased through "wrap accounts" or similar
programs, under which clients pay a fee or fees for services.
                                 DEALER CONCESSION
For sales of Shares, a dealer will normally receive up to 90% of the applicable
sales load. Any portion of the sales load which is not paid to a dealer will be
retained by the distributor. However, the distributor may offer to pay dealers
up to 100% of the sales load retained by it. Such payments may take the form of
cash or promotional incentives, such as reimbursement of certain expenses of
qualified employees and their spouses to attend informational meetings about the
Fund or other special events at recreational-type facilities, or items of
material value. In some instances, these incentives will be made available only
to dealers whose employees have sold or may sell a significant amount of Shares.
On purchases of $1 million or more, the investor pays no sales load; however,
the distributor will make twelve monthly payments to the dealer totaling 0.25%
of the public offering price over the first year following the purchase. Such
payments are based on the original purchase price of Shares outstanding at each
month end.
The sales load for Shares sold other than through registered broker/dealers will
be retained by Federated Securities Corp. Federated Securities Corp. may pay
fees to banks out of the sales load in exchange for sales and/or administrative


services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.


                       REDUCING OR ELIMINATING THE SALES LOAD
The sales load can be reduced or eliminated on the purchase of Shares through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;
      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
                    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
As shown in the table above, larger purchases reduce the sales load paid. The
Fund will combine purchases of Shares made on the same day by the investor, the
investor's spouse, and the investor's children under age 21 when it calculates
the sales load. In addition, the sales load, if applicable, is reduced for
purchases made at one time by a trustee or fiduciary for a single trust estate
or a single fiduciary account.
If an additional purchase of Shares is made, the Fund will consider the previous
purchases still invested in the Fund. For example, if a shareholder already owns
Shares having a current value at the public offering price of $30,000 and he
purchases $20,000 more at the current public offering price, the sales load on
the additional purchase according to the schedule now in effect would be 4.50%,
not 5.50%.
To receive the sales load reduction, Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution at the time the
purchase is made that Shares are already owned or that purchases are being
combined. The Fund will reduce the sales load after it confirms the purchases.


                                CONCURRENT PURCHASES
For purposes of qualifying for a sales load reduction, a shareholder has the
privilege of combining concurrent purchases of two or more funds in the Liberty
Family of Funds, the purchase price of which includes a sales load. For example,
if a shareholder concurrently invested $30,000 in one of the other funds in the
Liberty Family of Funds with a sales load, and $20,000 in this Fund, the sales
load would be reduced.
To receive this sales load reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by his financial institution at the
time the concurrent purchases are made. The Fund will reduce the sales load
after it confirms the purchases.
                                  LETTER OF INTENT
If a shareholder intends to purchase at least $50,000 of shares of the funds in
the Liberty Family of Funds (excluding money market funds) over the next 13
months, the sales load may be reduced by signing a letter of intent to that
effect. This letter of intent includes a provision for a sales load adjustment
depending on the amount actually purchased within the 13-month period and a
provision for the custodian to hold up to 5.50% of the total amount intended to
be purchased in escrow (in Shares) until such purchase is completed.
 The Shares held in escrow in the shareholder's account will be released upon
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales load.
While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales load applicable to
the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Shares of any fund in the
Liberty Family of Funds, excluding money market accounts, will be aggregated to


provide a purchase credit towards fulfillment of the letter of intent. Prior
trade prices will not be adjusted.
                               REINVESTMENT PRIVILEGE
If Shares in the Fund have been redeemed, the shareholder has the privilege,
within 120 days, to reinvest the redemption proceeds at the next-determined net
asset value without any sales load. Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution of the
reinvestment in order to eliminate a sales load. If the shareholder redeems his
Shares in the Fund, there may be tax consequences.
        PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
                                     COMPANIES
Investors may purchase Shares at net asset value, without a sales load, with the
proceeds from the redemption of shares of an unaffiliated investment company
that were purchased or sold with a sales load or commission and were not
distributed by Federated Securities Corp. The purchase must be made within 60
days of the redemption, and Federated Securities Corp. must be notified by the
investor in writing, or by his financial institution, at the time the purchase
is made. From time to time, the Fund may offer dealers a payment of .50 of 1.00%
for Shares purchased under this program. If Shares are purchased in this manner,
Fund purchases will be subject to a contingent deferred sales charge for one
year from the date of purchase. Shareholders will be notified prior to the
implementation of any special offering as described above.
                 PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
An investor may call his financial institution (such as a bank or an investment
dealer) to place an order to purchase Shares. Orders placed through a financial
institution are considered received when the Fund is notified of the purchase
order or when payment is converted into federal funds. Purchase orders through a
registered broker/dealer must be received by the broker before 4:00 p.m.
(Eastern time) and must be transmitted by the broker to the Fund before 5:00


p.m. (Eastern time) in order for Shares to be purchased at that day's price.
Purchase orders through other financial institutions must be received by the
financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
time) in order for Shares to be purchased at that day's price. It is the
financial institution's responsibility to transmit orders promptly. Financial
institutions may charge additional fees for their services.
                             PURCHASING SHARES BY WIRE
Once an account has been established, Shares may be purchased by wire by calling
the Fund. All information needed will be taken over the telephone, and the order
is considered received immediately. Payment for purchases which are subject to a
sales load must be received within three business days following the order.
Payment for purchases on which no sales load is imposed must be received before
3:00 p.m. (Eastern time) on the next business day following the order. Federal
funds should be wired as follows: State Street Bank and Trust Company, Boston,
Massachusetts; Attn: EDGEWIRE; For Credit to: (Fund Name) (Fund Class); (Fund
Number); Account Number; Trade Date and Order Number; Group Number or Dealer
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted.
                             PURCHASING SHARES BY CHECK
Once an account has been established, Shares may be purchased by sending a check
made payable to the name of the Fund (designate class of Shares and account
number) to: Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received).
    SPECIAL PURCHASE FEATURES
                           SYSTEMATIC INVESTMENT PROGRAM
Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be


automatically withdrawn periodically from the shareholder's checking account at
an Automated Clearing House ("ACH") member and invested in the Fund at the net
asset value next determined after an order is received by the Fund, plus the
sales load, if applicable. Shareholders should contact their financial
institution or the Fund to participate in this program.
                                  RETIREMENT PLANS
Fund Shares can be purchased as an investment for retirement plans or IRA
accounts. For further details, contact the Fund and consult a tax adviser.
                                 EXCHANGE PRIVILEGE
Class A shareholders may exchange all or some of their Shares for Class A Shares
of other funds in the Liberty Family of Funds at net asset value. Shareholders
of Class A Shares may also exchange into certain other funds for which
affiliates of Federated Investors serve as investment adviser or principal
underwriter ("Federated Funds") which are sold with a sales load different from
that of the Fund's or with no sales load, and which are advised by subsidiaries
or affiliates of Federated Investors. These exchanges are made at net asset
value plus the difference between the Fund's sales load already paid and any
sales load of the Federated Fund into which the Shares are to be exchanged, if
higher. Neither the Fund nor any of the funds in the Liberty Family of Funds
imposes any additional fees on exchanges. Shareholders in certain other
Federated Funds may exchange their shares in the Federated Funds for Class A
Shares.
                             REQUIREMENTS FOR EXCHANGE
Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.
This privilege is available to shareholders resident in any state in which the
shares being acquired may be sold. Upon receipt of proper instructions and


required supporting documents, Shares submitted for exchange are redeemed and
proceeds invested in the same class of shares of the other fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.
Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds are available by contacting the Fund.
                                  TAX CONSEQUENCES
An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, a capital gain or loss may be
realized.
                                 MAKING AN EXCHANGE
Instructions for exchanges for the Liberty Family of Funds or certain Federated
Funds may be given in writing or by telephone. Written instructions may require
a signature guarantee. Shareholders of the Fund may have difficulty in making
exchanges by telephone through brokers and other financial institutions during
times of drastic economic or market changes. If a shareholder cannot contact his
broker or financial institution by telephone, it is recommended that an exchange
request be made in writing and sent by overnight mail to Federated Services
Company, 500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.
                               TELEPHONE INSTRUCTIONS
Telephone instructions made by the investor may be carried out only if a
telephone authorization form completed by the investor is on file with the Fund.
If the instructions are given by a broker, a telephone authorization form
completed by the broker must be on file with the Fund. If reasonable procedures
are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.
Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8600, Boston, Massachusetts


02266-8600 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions are recorded and will be binding upon the
shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a fund will begin receiving dividends the
following business day. This privilege may be modified or terminated at any
time.
                                HOW TO REDEEM SHARES
Shares are redeemed at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemption requests must be received in proper form and can be made
as described below.
                  REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
Shares of the Fund may be redeemed by calling your financial institution to
request the redemption. Shares will be redeemed at the net asset value, less any
applicable contingent deferred sales charge next determined after the Fund
receives the redemption request from the financial institution. Redemption
requests through a registered broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be redeemed at that
day's net asset value. Redemption requests through other financial institutions
(such as banks) must be received by the financial institution and transmitted to
the Fund before 4:00 p.m. (Eastern time) in order for Shares to be redeemed at
that day's net asset value. The financial institution is responsible for
promptly submitting redemption requests and providing proper written redemption
instructions. Customary fees and commissions may be charged by the financial
institution for this service.
                           REDEEMING SHARES BY TELEPHONE


Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds will be mailed in the form of a check, to
the shareholder's address of record or by wire transfer to the shareholder's
account at a domestic commercial bank that is a member of the Federal Reserve
System. The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
Shares purchased by check or through ACH will not be wired until that method of
payment has cleared.
Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. In the event of drastic economic or market
changes, a shareholder may experience difficulty in redeeming by telephone. If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.
                              REDEEMING SHARES BY MAIL
Shares may be redeemed in any amount by mailing a written request to: Federated
Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston, Massachusetts
02266-8600.
The written request should state: Fund Name and the Class designation; the
account name as registered with the Fund; the account number; and the number of
Shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the Shares are registered. It is recommended
that any share certificates be sent by insured mail with the written request.
Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund, or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a bank which
is a member of the Federal Deposit Insurance Corporation, a trust company, a
member firm of a domestic stock exchange, or any other "eligible guarantor


institution," as defined by the Securities and Exchange Act of 1934, as amended.
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.
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.


    SPECIAL REDEMPTION FEATURES
                           SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder.
Depending upon the amount of the withdrawal payments, the amount of dividends
paid and capital gains distributions with respect to Shares, and the fluctuation
of the net asset value of Shares redeemed under this program, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
his financial institution. Due to the fact that Shares are sold with a sales
load, it is not advisable for shareholders to continue to purchase Shares while
participating in this program.


    CONTINGENT DEFERRED SALES CHARGE
Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of shares of an unaffiliated investment company purchased or
redeemed with a sales load and not distributed by Federated Securities Corp. may
be charged a contingent deferred sales charge of .50 of 1.00% for redemptions
made within one full year of purchase. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption.
The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than one
full year from the date of purchase. Redemptions will be processed in a manner
intended to maximize the amount of redemption which will not be subject to a
contingent deferred sales charge. In computing the amount of the applicable
contingent deferred sales charge, redemptions are deemed to have occurred in the
following order: (1) Shares acquired through the reinvestment of dividends and
long-term capital gains; (2) Shares held for more than one full year from the
date of purchase; (3) Shares held for less than one full year from the date of
purchase on a first-in, first-out basis. A contingent deferred sales charge is
not assessed in connection with an exchange of Fund Shares for shares of other
funds in the Liberty Family of Funds in the same class (see "Exchange
Privilege"). Any contingent deferred sales charge imposed at the time the
exchanged-for Shares are redeemed is calculated as if the shareholder had held
the shares from the date on which he became a shareholder of the exchanged-from
Shares. Moreover, the contingent deferred sales charge will be eliminated with


respect to certain redemptions (see "Elimination of Contingent Deferred Sales
Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended, of
a shareholder; (2) redemptions representing minimum required distributions from
an Individual Retirement Account or other retirement plan to a shareholder who
has attained the age of 70-1/2; and (3) involuntary redemptions by the Fund of
Shares in shareholder accounts that do not comply with the minimum balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of Shares held by Directors, employees and sales representatives of the Fund,
the distributor, or affiliates of the Fund or distributor; employees of any
financial institution that sells Shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or any other financial institution, to the extent that no payments
were advanced for purchases made through such entities. The Directors reserve
the right to discontinue elimination of the contingent deferred sales charge.
Shareholders will be notified of such elimination. Any Shares purchased prior to
the termination of such waiver would have the contingent deferred sales charge
eliminated as provided in the Fund's prospectus at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent deferred sales charge, the shareholder must notify Federated


Securities Corp. or the transfer agent in writing that he is entitled to such
elimination.
                           ACCOUNT AND SHARE INFORMATION
                           CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains a Share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.
Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.
                                     DIVIDENDS
Dividends are declared and paid annually to all shareholders invested in the
Fund on the record date. Dividends and distributions are automatically
reinvested in additional Shares of the Fund on payment dates at the ex-dividend
date net asset value without a sales load, unless shareholders request cash
payments on the new account form or by contacting the transfer agent. All
shareholders on the record date are entitled to the dividend. If Shares are
redeemed or exchanged prior to the record date or purchased after the record
date, those Shares are not entitled to that year's dividend.
                                   CAPITAL GAINS
Net long-term capital gains realized by the Fund, if any, will be distributed at
least once every twelve months.
                             ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the required minimum value of
$500. This requirement does not apply, however, if the balance falls below the
required minimum value because of changes in the net asset value of Shares.
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.
                              CORPORATION INFORMATION
    MANAGEMENT OF THE CORPORATION
                                 BOARD OF DIRECTORS
The Corporation is managed by a Board of Directors. The Directors are
responsible for managing the Corporation's business affairs and for exercising
all the Corporation's powers except those reserved for the shareholders. An
Executive Committee of the Board of Directors handles the Board's
responsibilities between meetings of the Board.
                                 INVESTMENT ADVISER
Investment decisions for the Fund are made by the Fund's investment adviser,
Federated Global Research Corp. (the "Adviser"), subject to direction by the
Directors. The Adviser continually conducts investment research and supervision
for the Fund and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the Fund. The Adviser's
address is 175 Water Street, New York, New York 10038-4965.
                                   ADVISORY FEES
The Adviser receives an annual investment advisory fee equal to 1.10% 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 investment
advisory contract, which provides for the voluntary waiver of the advisory fee
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
can terminate this voluntary waiver at any time in its sole discretion. The
Adviser has also undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.


                                ADVISER'S BACKGROUND
Federated Global Research Corp., incorporated in Delaware on May 12, 1995, is a
registered investment adviser under the Investment Advisers Act of 1940, as
amended. 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 Global Research Corp. and other subsidiaries of Federated Investors
serve as investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services to a
number of investment companies. With over $72 billion invested across more than
260 funds under management and/or administration by its subsidiaries, as of
December 31, 1994, Federated Investors is one of the largest mutual fund
investment managers in the United States. With more than 1,750 employees,
Federated continues to be led by the management who founded the company in 1955.
Federated funds are presently at work in and through 4,000 financial
institutions nationwide. More than 100,000 investment professionals have
selected Federated funds for their clients.
Henry A. Frantzen has been the Fund's portfolio manager since its inception.
Mr. Frantzen joined Federated Investors in 1995 as an Executive Vice President
of the Fund's investment adviser.  Mr. Frantzen served as Chief Investment
Officer of international equities at Brown Brothers Harriman & Co. from 1992 to
1995.  He was the Executive Vice President and Director of Equities at
Oppenheimer Management Corporation from 1989 to 1991.  Mr. Frantzen received his
B.S. in finance and marketing from the University of North Dakota.
Drew J. Collins has been the Fund's portfolio manager since its inception.  Mr.
Collins joined Federated Investors in 1995 as a Senior Vice President of the
Fund's investment adviser.  Mr. Collins served as Vice President/Portfolio


Manager of international equity portfolios at Arnold and S. Bleichroeder, Inc.
from 1994 to 1995.  He served as an Assistant Vice President/Portfolio Manager
for international equities at the College Retirement Equities Fund from 1986 to
1994.  Mr. Collins is a Chartered Financial Analyst and received his M.B.A. in
finance from the University of Pennsylvania.
Mark S. Kopinski has been the Fund's portfolio manager since its inception.  Mr.
Kopinski joined Federated Investors in 1995 as a  Vice President of the Fund's
investment adviser.  Mr. Kopinski served as Vice President/Portfolio Manager of
international equity funds at Twentieth Century Mutual Funds from 1990 to 1995.
Mr. Kopinski received his M.A. in Asian Studies from the University of Illinois.
Alexandre de Bethmann has been the Fund's portfolio manager since its inception.
Mr. de Bethmann joined Federated Investors in 1995 as a Vice President of the
Fund's investment adviser.  Mr. de Bethmann served as Assistant Vice
President/Portfolio Manager for Japanese and Korean equities at the College
Retirement Equities Fund from 1994 to 1995.  He served as an International
Equities Analyst and then as an Assistant Portfolio Manager at  the College
Retirement Equities Fund between 1987 and 1994.  Mr. de Bethmann received his
M.B.A. in Finance from Duke University.
Both the Corporation and the Adviser have adopted strict codes of ethics
governing the conduct of all employees who manage the Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary duty to the
Fund's shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Directors,
and could result in severe penalties.


    DISTRIBUTION OF CLASS A SHARES
Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.
                     DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), the distributor may be paid a fee in an amount
computed at an annual rate of up to .25 of 1% of the average daily net assets of
Shares to finance any activity which is principally intended to result in the
sale of Shares subject to the Distribution Plan. The Fund does not currently
make payments to the distributor or charge a fee under the Distribution Plan for
Shares, and shareholders will be notified if the Fund intends to charge a fee
under the Distribution Plan. For Shares, the distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers.
The Distribution Plan is a compensation type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Shares
under the Plan.
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value


of Shares to obtain certain personal services for shareholders and for the
maintenance of shareholder accounts ("Shareholder Services"). Under the
Shareholder Services Agreement, Federated Shareholder Services will either
perform Shareholder Services directly or will select financial institutions to
perform Shareholder Services. Financial institutions will receive fees based
upon Shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Fund and Federated Shareholder Services.
In addition to payments made pursuant to the Distribution Plan and Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of sales services, distribution-related support
services, or shareholder services.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings 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 capacities described above or should Congress
relax current restrictions on depository institutions, the Directors will
consider appropriate changes in the services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state laws.
                      OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
Federated Securities Corp. will pay financial institutions, at the time of
purchase, an amount equal to .50 of 1% of the net asset value of Shares
purchased by their clients or customers under certain qualified retirement plans
as approved by Federated Securities Corp. (Such payments are subject to a


reclaim from the financial institution should the assets leave the program
within 12 months after purchase.)
Furthermore, the distributor may offer to pay a fee from its own assets to
financial institutions as financial assistance for providing substantial
marketing and sales support. The support may include sponsoring sales,
educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the
attributes of the Fund. Such assistance will be predicated upon the amount of
Shares the financial institution sells or may sell, and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Fund's Adviser or its
affiliates.
    ADMINISTRATION OF THE FUND
                              ADMINISTRATIVE SERVICES
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund. Federated Administrative
Services provides these at an annual rate which relates to the average aggregate
daily net assets of all Federated Funds as specified below:
               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
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, P.O. Box 8600, Boston, Massachusetts 02266-
8600, is custodian for the securities and cash of the Fund.  Foreign instruments
purchased by the Fund are held by foreign banks participating in a network
coordinated by State Street Bank.
                  TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600, is
transfer agent for the Shares of the Fund, and dividend disbursing agent for the
Fund.
                                INDEPENDENT AUDITORS
The independent auditors for the Fund are Ernst & Young LLP, One Oxford Centre,
Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES
Holders of Shares pay their allocable portion of Corporation and portfolio
expenses.
The Corporation expenses for which holders of Class A Shares pay their allocable
portion include, but are not limited to: the cost of organizing the Corporation
and continuing its existence; registering the Corporation with federal and state
securities authorities; Directors' fees; auditors' fees; the cost of meetings of
Directors; legal fees of the Corporation; association membership dues; and such
non-recurring and extraordinary items as may arise from time to time.
The portfolio expenses for which holders of Class A Shares pay their allocable
portion include, but are not limited to: registering the portfolio and Class A
Shares of the portfolio; investment advisory services; taxes and commissions;
custodian fees; insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise from time to time.
At present, the only expenses which are allocated specifically to Class A Shares
as a class are expenses under the Corporation's Distribution Plan and fees for
Shareholder Services. However, the Directors reserve the right to allocate


certain other expenses to holders of Class A Shares as they deem appropriate
("Class Expenses"). In any case, Class Expenses would be limited to:
distribution fees; transfer agent fees as identified by the transfer agent as
attributable to holders of Class A Shares; printing and postage expenses related
to preparing and distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders; registration fees paid to the
Securities and Exchange Commission and to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Class A Shares; legal fees relating solely to Class A Shares; and Directors'
fees incurred as a result of issues related solely to Class A Shares.
    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
Directors.
                              SHAREHOLDER INFORMATION
    VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote. All Shares of each Fund or
class in the Corporation have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.


As a Maryland corporation, the Corporation is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Corporation's or the Fund's operation and for the election of
Directors under certain circumstances.
Directors may be removed by the Directors or by shareholders at a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Corporation's
outstanding shares of all series entitled to vote.
                                  TAX INFORMATION
    FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Code, applicable to regulated investment companies and to receive the
special tax treatment afforded to such companies.  However, the Fund 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
Fund upon disposition of PFIC investments.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Corporation's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Investment income received by the Fund from sources within foreign countries may
be subject to foreign taxes withheld at the source.  The United States has
entered into tax treaties with many foreign countries that entitle the Fund to
reduced tax rates or exemptions on this income.  The effective rate of foreign
tax cannot be predicted since the amount of Fund assets to be invested within
various countries is unknown.  However, the Fund intends to operate so as to
qualify for treaty-reduced tax rates where applicable.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,


received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any
dividends earned in an IRA or qualified retirement plan until distributed.
Due to differences in the book and tax treatment of fixed income securities
denominated in foreign currencies, it is difficult to project currency effects
on an interim basis.  Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be
designated as a return of capital, rather than income, for income tax purposes,
which may be of particular concern to simple trusts.
If more than 50% of the value of the Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns.  The Code may
limit a shareholder's ability to claim a foreign tax credit.  Furthermore,
shareholders who elect to deduct their portion of the Fund's foreign taxes
rather than take the foreign tax credit must itemize deductions on their income
tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
Shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
                              PERFORMANCE INFORMATION
From time to time, the Fund advertises its total return and yield for Class A
Shares.
Total return represents the change, over a specific period of time, in the value
of an investment in Class A Shares after reinvesting all income and capital


gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
The yield of Class A Shares is calculated by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by Class
A Shares over a thirty-day period by the maximum offering price per share of
each class on the last day of the period. This number is then annualized using
semi-annual compounding. The yield does not necessarily reflect income actually
earned by Class A Shares and, therefore, may not correlate to the dividends or
other distributions paid to shareholders.
The performance information reflects the effect of non-recurring charges, such
as the maximum sales load or contingent deferred sales charges, which, if
excluded, would increase the total return and yield.
Total return and yield will be calculated separately for Class A Shares, Class B
Shares, and Class C Shares.
From time to time, advertisements for Class A Shares of the Fund may refer to
ratings, rankings, and other information in certain financial publications
and/or compare the performance of Class A Shares to certain indices.
                              OTHER CLASSES OF SHARES
As of the date of this prospectus, the Fund also offers two other classes of
shares called Class B Shares and Class C Shares. This prospectus relates only to
Class A Shares.
Class B Shares are sold primarily to customers of financial institutions,
subject to a maximum contingent deferred sales charge of 5.50%. The Fund has
also adopted a Distribution Plan whereby the distributor is paid a fee of up to
 .75 of 1% and a Shareholder Services fee of up to .25 of 1% of the Class B
Shares' average daily net assets with respect to Class B Shares. Investments in
Class B Shares are subject to a minimum initial investment of $1,500, unless the
investment is in a retirement account, in which case the minimum investment is
$50.


Class C Shares are sold primarily to customers of financial institutions at net
asset value with no initial sales load. Class C Shares are distributed pursuant
to a Distribution Plan adopted by the Fund whereby the distributor is paid a fee
of up to .75 of 1%, in addition to a Shareholder Services fee of .25 of 1% of
the Class C Shares' average daily net assets. In addition, Class C Shares may be
subject to certain contingent deferred sales charges. Investments in Class C
Shares are subject to a minimum initial investment of $1,500, unless the
investment is in a retirement account, in which case the minimum investment is
$50.
Class A Shares, Class B Shares, and Class C Shares are subject to certain of the
same expenses. Expense differences, however, among Class A Shares, Class B
Shares, and Class C Shares may affect the performance of each class.
To obtain more information and a prospectus for either Class B Shares or Class C
Shares, investors may call 1-800-235-4669 or contact their financial
institution.





                                FEDERATED ASIA PACIFIC GROWTH FUND
                                (A portfolio of World Investment Series, Inc.)

                                Class A Shares






                                      Prospectus


                                      An Open-End, Diversified Management
                                      Investment Company

                                      February 13, 1996




         FEDERATED SECURITIES CORP.

          Distributor
          A subsidiary of FEDERATED INVESTORS
          G01470-01 (11/95)
          Federated Investors Tower
          Pittsburgh, PA  15222-3779



                            FEDERATED ASIA PACIFIC GROWTH FUND
                     (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION
   This  Combined Statement of Additional Information should be read with the
   combined prospectus for
   Class A Shares, Class B Shares, and Class C Shares, or the stand-alone
   prospectus for Class A Shares of Federated Asia Pacific Growth Fund (the
   "Fund") dated February 13, 1996. This Statement is not a prospectus itself.
   To receive a copy of either prospectus, write or call the Fund.
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

   Statement dated February 13, 1996




           A subsidiary of FEDERATED INVESTORS CORP.
           Distributor


   GENERAL INFORMATION ABOUT THE              WORLD INVESTMENT SERIES, INC.
     FUND                     3                MANAGEMENT               34

   INVESTMENT OBJECTIVE AND POLICIES           Fund Ownership           42
                              3                Directors Compensation   42
                                              INVESTMENT ADVISORY SERVICES   44
     Convertible Securities   3
     Warrants                 4                Adviser to the Fund      44
     Sovereign Debt Obligations4               Advisory Fees            44
     When-Issued and Delayed Delivery          Other Related Services   45
      Transactions            5               ADMINISTRATIVE SERVICES   45
     Lending of Portfolio Securities
                                              TRANSFER AGENT AND DIVIDEND
                              5
                                               DISBURSING AGENT         46
     Repurchase Agreements    6
     Reverse Repurchase Agreements 6          BROKERAGE TRANSACTIONS    46
     Restricted and Illiquid
      Securities              7
     Futures and Options      8
     Foreign Currency Transactions 21
     Special Considerations Affecting
      Asia and the Pacific Rim26
     Special Considerations Affecting
      Emerging
      Markets                26
     Additional Risk Considerations
                             27
     Portfolio Turnover      28
     Investment Limitations  28


   PURCHASING SHARES         47                Broker/Dealers and Bank
                                                Broker/Dealer Subsidiaries   58
     Distribution Plan and
                                              APPENDIX                  58
      Shareholder Services Agreement
                             47
     Conversion to Federal Funds   48
     Purchases by Sales
      Representatives, Directors, and
      Employees of the Fund  48
   DETERMINING NET ASSET VALUE49

     Determining Market Value of
      Securities             49
     Trading in Foreign Securities 50
   REDEEMING SHARES          50

     Redemption in Kind      51
   TAX STATUS                52

     The Fund's Tax Status   52
     Foreign Taxes           52
     Shareholders' Tax Status52
   TOTAL RETURN              53

   YIELD                     53

   PERFORMANCE COMPARISONS   54

   ABOUT FEDERATED INVESTORS 56

     Mutual Fund Market      57
     Institutional           57
     Trust Organizations     57


    GENERAL INFORMATION ABOUT THE FUND

The Fund is a portfolio of World Investment Series, Inc. (the "Corporation"),
which was established as a corporation under the laws of the state of Maryland
on January 25, 1994.
Shares of the Fund are offered in three classes known as Class A Shares, Class B
Shares, and Class C Shares (individually and collectively referred to as
"Shares" as the context may require).  This Combined Statement of Additional
Information relates to all three classes of the above-mentioned Shares.
    INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide long-term growth of capital.
Any income realized from the portfolio is incidental.  The Fund pursues its
investment objective by investing primarily in equity securities of Asian and
Pacific Rim companies.  The investment objective cannot be changed without the
approval of shareholders.
    CONVERTIBLE SECURITIES
The convertible bonds and convertible preferred stocks in which the Fund may
invest generally retain the investment characteristics of fixed income
securities until they have been converted but also react to movements in the
underlying equity securities.  The prices of fixed income securities fluctuate
inversely to the direction of interest rates. The holder is entitled to receive
the fixed income of a bond or the dividend preference of a preferred stock until
the holder elects to exercise the conversion privilege.  Usable bonds are
corporate bonds that can be used in whole or in part, customarily at full face
value, in lieu of cash to purchase the issuer's common stock.
Convertible securities are senior to equity securities, and therefore have a
claim to assets of the corporation prior to the holders of common stock in the
case of liquidation.  However, convertible securities are generally subordinated
to similar nonconvertible securities of the same company.  The interest income


and dividends from convertible bonds and preferred stocks provide a stable
stream of income with generally higher yields than common stocks, but lower than
nonconvertible securities of similar quality.  The Fund will exchange or convert
the convertible securities held in its portfolio into shares of the underlying
common stocks when, in the investment adviser's opinion, the investment
characteristics of the underlying common shares will assist the Fund in
achieving it investment objective.  Otherwise, the Fund will hold or trade the
convertible securities.
    WARRANTS
The Fund may invest in warrants.  Warrants are options to purchase common stock
at a specific price (usually at a premium above the market value of the optioned
common stock at issuance) valid for a specific period of time.  Warrants may
have a life ranging from less than a year to twenty years or may be perpetual.
However, most warrants have expiration dates after which they are worthless.  In
addition, if the market price of the common stock does not exceed the warrant's
exercise price during the life of the warrant, the warrant will expire as
worthless.  Warrants have no voting rights, pay no dividends, and have no rights
with respect to the assets of the corporation issuing them. The percentage
increase or decrease in the market price of the warrant may tend to be greater
than the percentage increase or decrease in the market price of the optioned
common stock.
    SOVEREIGN DEBT OBLIGATIONS
The Fund may purchase sovereign debt instruments issued or guaranteed by foreign
governments or their agencies, including debt of countries with emerging markets
or developing countries.  Sovereign debt may be in the form of conventional
securities or other types of debt instruments, such as loans or loan
participations.  Sovereign debt of emerging market or developing countries may
involve a high degree of risk, and may be in default or present the risk of
default.  Governmental entities responsible for repayment of the debt may be


unable or unwilling to repay principal and interest when due, and may require
renegotiation or rescheduling of debt payments.  In addition, prospects for
repayment of principal and interest may depend on political as well as economic
factors.  The Fund may also invest in debt obligations of supranational
entities, which include international organizations designed or supported by
governmental entities to promote economic reconstruction or development, and
international banking institutions and related government agencies.  Examples of
these include, but are not limited to, the International Bank for Reconstruction
and Development (World Bank), European Investment Bank and Inter-American
Development Bank.


    WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund.  No fees or other expenses, other than normal
transaction costs, are incurred.  However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund`s
records at the trade date.  These assets are marked to market daily and are
maintained until the transaction has been settled.  The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
    LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the


interest earned on the cash or equivalent collateral to the borrower or placing
broker. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.
    REPURCHASE AGREEMENTS
The Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily. To
the extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities.  In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are found by the Fund's investment
adviser to be creditworthy pursuant to guidelines established by the
Corporation's Board of Directors (the "Directors").
    REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future, the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to


enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These securities are marked to market daily
and are maintained until the transaction is settled.
    RESTRICTED AND ILLIQUID SECURITIES
The ability of the Directors to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission ("SEC") staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933, as amended (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 the
Rule.  The Fund believes that the staff of the SEC has left the question of
determining the liquidity of all restricted securities to the Directors.  The
Directors may consider the following criteria in determining the liquidity of
certain restricted securities:
      o the frequency of trades and quotes for the security;
      o the number of dealers willing to purchase or sell the security and the
        number of other potential buyers;
      o dealer undertakings to make a market in the security; and
      o the nature of the security and the nature of the marketplace trades.
Notwithstanding the foregoing, securities of foreign issuers which are not
listed on a recognized domestic or foreign exchange or for which a bona fide
market does not exist at the time of purchase or subsequent transaction shall be
treated as illiquid securities by the Directors.


    FUTURES AND OPTIONS
The Fund may attempt to hedge all or a portion of its portfolio or gain
relatively rapid, liquid, and cost-effective exposure to certain markets by
buying and selling futures contracts and options on futures contracts.
     FUTURES CONTRACTS
     The Fund may engage in 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 securities 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
     securities in the index is made.
     The purpose of the acquisition or sale of a futures contract by the Fund is
     to protect the Fund from fluctuations in the value of its securities caused
     by unanticipated changes in interest rates or market conditions without
     necessarily buying or selling the securities.  For example, in the fixed
     income securities market, price generally moves inversely to interest
     rates.  A rise in rates generally means a drop in price.  Conversely, a
     drop in rates generally means a rise in price.  In order to hedge its
     holdings of fixed income securities against a rise in market interest
     rates, the Fund could enter into contracts to deliver securities at a
     predetermined price (i.e., "go short") to protect itself against the
     possibility that the prices of its fixed income securities may decline
     during the anticipated holding period.  The Fund would "go long" (i.e.,
     agree to purchase securities in the future at a predetermined price) to
     hedge against a decline in market interest rates.  The Fund may also invest


     in securities index futures contracts when the investment adviser believes
     such investment is more efficient, liquid, or cost-effective than investing
     directly in the securities underlying the index.
     STOCK INDEX OPTIONS
     The Fund may purchase put options on stock indices listed on national
     securities exchanges or traded in the over-the-counter market. A stock
     index fluctuates with changes in the market values of the stocks included
     in the index.
     The effectiveness of purchasing stock index options will depend upon the
     extent to which price movements in the Fund's portfolio correlate with
     price movements of the stock index selected. Because the value of an index
     option depends upon movements in the level of the index rather than the
     price of a particular stock, whether the Fund will realize a gain or loss
     from the purchase of options on an index depends upon movements in the
     level of stock prices in the stock market generally or, in the case of
     certain indices, in an industry or market segment, rather than movements in
     the price of a particular stock. Accordingly, successful use by the Fund of
     options on stock indices will be subject to the ability of the investment
     adviser to predict correctly movements in the direction of the stock market
     generally or of a particular industry.
     PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
     The Fund may purchase listed or over-the-counter put options on financial
     futures contracts. The Fund would use these options only to protect
     portfolio securities against decreases in value resulting from market
     factors such as anticipated increase in interest rates, or when the
     investment adviser believes such investment is more efficient, liquid or
     cost-effective than investing directly in the futures contract or the
     underlying securities or when such futures contracts or securities are
     unavailable for investment upon favorable terms.


     Unlike entering directly into a futures contract, which requires the
     purchaser to buy a financial instrument on a set date at a specified price,
     the purchase of a put option on a futures contract entitles (but does not
     obligate) its purchaser to decide on or before a future date whether to
     assume a short position at the specified price. Generally, if the hedged
     portfolio securities decrease in value during the term of an option, the
     related futures contracts will also decrease in value and the option will
     increase in value. In such an event, the Fund will normally close out its
     option by selling an identical option. If the hedge is successful, the
     proceeds received by the Fund upon the sale of the second option will be
     large enough to offset both the premium paid by the Fund for the original
     option plus the realized decrease in value of the hedged securities.
     Alternatively, the Fund may exercise its put option to close out the
     position. To do so, it would simultaneously enter into a futures contract
     of the type underlying the option (for a price less than the strike price
     of the option) and exercise the option. The Fund would then deliver the
     futures contract in return for payment of the strike price. If the Fund
     neither closes out nor exercises an option, the option will expire on the
     date provided in the option contract, and only the premium paid for the
     contract will be lost.
     The Fund may write listed or over-the counter put options on financial
     futures contracts to hedge its portfolio or when the investment adviser
     believes such investment is more efficient, liquid or cost-effective than
     investing directly in the futures contract or the underlying securities or
     when such futures contracts or securities are unavailable for investment
     upon favorable terms. When the Fund writes a put option on a futures
     contract, it receives a cash premium which can be used in whatever way is
     deemed most advantageous to the Fund.  In exchange for such premium, the
     Fund grants to the purchaser of the put the right to receive from the Fund,


     at the strike price, a short position in such futures contract, even though
     the strike price upon exercise of the option is greater than the value of
     the futures position received by such holder.  If the value of the
     underlying futures position is not such that exercise of the option would
     be profitable to the option holder, the option will generally expire
     without being exercised.  The Fund has no obligation to return premiums
     paid to it whether or not the option is exercised.  It will generally be
     the policy of the Fund, in order to avoid the exercise of an option sold by
     it, to cancel its obligation under the option by entering into a closing
     purchase transaction, if available, unless it is determined to be in the
     Fund's interest to deliver the underlying futures position.  A closing
     purchase transaction consists of the purchase by the Fund of an option
     having the same term as the option sold by the Fund, and has the effect of
     canceling the Fund's position as a seller.  The premium which the Fund will
     pay in executing a closing purchase transaction may be higher than the
     premium received when the option was sold, depending in large part upon the
     relative price of the underlying futures position at the time of each
     transaction.
     CALL OPTIONS ON FINANCIAL AND STOCK INDEX FUTURES CONTRACTS
     In addition to purchasing put options on futures, the Fund may write listed
     call options or over-the-counter call options on financial and stock index
     futures contracts (including cash-settled stock index options), to hedge
     its portfolio against an increase in market interest rates, a decrease in
     stock prices, or when the investment adviser believes such investment is
     more efficient, liquid or cost-effective than investing directly in the
     futures contract or the underlying securities or when such futures
     contracts or securities are unavailable for investment upon favorable
     terms. When the Fund writes a call option on a futures contract, it is
     undertaking the obligation of assuming a short futures position (selling a


     futures contract) at the fixed strike price at any time during the life of
     the option if the option is exercised. As stock prices fall or market
     interest rates rise and cause the price of futures to decrease, the Fund's
     obligation under a call option on a future (to sell a futures contract)
     costs less to fulfill, causing the value of the Fund's call option position
     to increase.
     In other words, as the underlying futures price goes down below the strike
     price, the buyer of the option has no reason to exercise the call, so that
     the Fund keeps the premium received for the option. This premium can
     substantially offset the drop in value of the Fund's portfolio securities.
     Prior to the expiration of a call written by the Fund, or exercise of it by
     the buyer, the Fund may close out the option by buying an identical option.
     If the hedge is successful, the cost of the second option will be less than
     the premium received by the Fund for the initial option. The net premium
     income of the Fund may then substantially offset the realized decrease in
     value of the hedged securities.
     When the Fund purchases a call on a financial futures contract, it receives
     in exchange for the payment of a cash premium the right, but not the
     obligation, to enter into the underlying futures contract at a strike price
     determined at the time the call was purchased, regardless of the
     comparative market of such futures position at the time the option is
     exercised.  The holder of a call option has the right to receive a long (or
     buyer's) position in the underlying futures contract.
     The Fund generally will not maintain open positions in futures contracts it
     has sold or call options it has written on futures contracts if, in the
     aggregate, the value of the open positions (marked to market) exceeds the
     current market value of its securities portfolio plus the unrealized loss
     or minus the unrealized gain on those open positions, adjusted for the
     correlation between the hedged securities and the futures contracts. If


     this limitation is exceeded at any time, the Fund will take prompt action
     to close out a sufficient number of open contracts to bring its open
     futures and options positions within this limitation.
      "MARGIN" IN FUTURES TRANSACTIONS
     Unlike the purchase or sale of a security, the Fund does not pay or receive
     money upon the purchase or sale of a futures contract. Rather, the Fund is
     required to deposit an amount of "initial margin" in cash or U.S. Treasury
     bills with its custodian (or the broker, if legally permitted). The nature
     of initial margin in futures transactions is different from that of margin
     in securities transactions in that initial margin in futures transactions
     does not involve the borrowing of funds by the Fund to finance the
     transactions. Initial margin is in the nature of a performance bond or good
     faith deposit on the contract which is returned to the Fund upon
     termination of the futures contract, assuming all contractual obligations
     have been satisfied.
     A futures contract held by the Fund is valued daily at the official
     settlement price of the exchange on which it is traded. Each day the Fund
     pays or receives cash, called "variation margin," equal to the daily change
     in value of the futures contract. This process is known as "marking to
     market." Variation margin does not represent a borrowing or loan by the
     Fund but is instead settlement between the Fund and the broker of the
     amount one would owe the other if the futures contract expired. In
     computing its daily net asset value, the Fund will mark to market its open
     futures positions.
     The Fund is also required to deposit and maintain margin when it writes
     call options on futures contracts.
     PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may purchase put and call options on portfolio securities to
     protect against price movements in particular securities in its portfolio.


     A put option gives the Fund, in return for a premium, the right to sell the
     underlying security to the writer (seller) at a specified price during the
     term of the option. A call option gives the Fund, in return for a premium,
     the right to buy the underlying securities from the seller.
     WRITING COVERED PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may write covered put and call options to generate income and
     thereby protect against price movements in particular securities in the
     Fund's portfolio. As the writer of a call option, the Fund has the
     obligation upon exercise of the option during the option period to deliver
     the underlying security upon payment of the exercise price. As the writer
     of a put option, the Fund has the obligation to purchase a security from
     the purchaser of the option upon the exercise of the option.
     The Fund may only write call options either on securities held in its
     portfolio or on securities which it has the right to obtain without payment
     of further consideration (or has segregated cash in the amount of any
     additional consideration). In the case of put options, the Fund will
     segregate cash or U.S. Treasury obligations with a value equal to or
     greater than the exercise price of the underlying securities.
     OVER-THE-COUNTER OPTIONS
     The Fund may purchase and write over-the-counter options ("OTC options") on
     portfolio securities or in securities indexes in negotiated transactions
     with the buyers or writers of the options when options on the portfolio
     securities held by the Fund or when the securities indexes are not traded
     on an exchange.
     OTC 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 OTC options may not.




RISKS
     OPTIONS
      Certain hedging vehicles have risks associated with them including
     possible default by the other party to the transaction, illiquidity and, to
     the extent the adviser's view as to certain market movements is incorrect,
     the risk that the use of such hedging strategies could result in losses
     greater than if they had not been used.  Use of put and call options may
     result in losses to the Fund, force the sale or purchase of portfolio
     securities at inopportune times or for prices higher than (in the case of
     put options) or lower than (in the case of call options) current market
     values, limit the amount of appreciation the Fund can realize on its
     investments or cause the Fund to hold a security it might otherwise sell.
     The use of currency transactions can result in the Fund incurring losses as
     a result of a number of factors including the imposition of exchange
     controls, suspension of settlements, or the inability to deliver or receive
     a specified currency.  The use of options and futures transactions entails
     certain other risks. In particular, the variable degree of correlation
     between price movements of futures contracts and price movements in the
     related portfolio position of the Fund creates the possibility that losses
     on the hedging instrument may be greater than gains in the value of the
     Fund's position.  In addition, futures and options markets may both be
     liquid in all circumstances and certain over-the-counter options may have
     not markets.  As a result, in certain markets, the Fund might not be able
     to close out a transaction without incurring substantial losses, if at all.
     Although the use of futures and options transactions for hedging should
     tend to minimize the risk of loss due to a decline in the value of the
     hedged position, at the same time they tend to limit any potential gain


     which might result from an increase in value of such position.  Finally,
     the daily variation margin requirements for futures contracts would create
     a greater ongoing potential financial risk than would purchase of options,
     where the exposure is limited to the cost of the initial premium.  Losses
     resulting from the use of hedging strategies would reduce net asset value,
     and possibly income, and such losses can be greater than if the hedging
     strategies had not been utilized.
     COMBINED TRANSACTIONS
     The Fund may enter into multiple transactions, including multiple options
     transactions, multiple futures transactions, multiple currency transaction
     (including forward currency contracts) and multiple interest rate
     transactions and any combination of futures, options, currency and interest
     rate transactions ("component" transactions), instead of a single hedging
     strategy, as part of a single or combined strategy when, in the opinion of
     the investment adviser, it is in the best interests of the Fund to do so. A
     combined transaction will usually contain elements of risk that are present
     in each of its component transactions. Although combined transactions are
     normally entered into based on the investment adviser's judgment that the
     combined strategies will reduce risk or otherwise more effectively achieve
     the desired portfolio management goal, it is possible that the combination
     will instead increase such risks or hinder achievement of the portfolio
     management objective.
     SWAPS, CAPS, FLOORS AND COLLARS
     Among the hedging strategies into which the Fund may enter are interest
     rate, currency and index swaps and the purchase or sale of related caps,
     floors, and collars.  The Fund expects to enter into these transactions
     primarily to preserve a return or spread on a particular investment or
     portion of its portfolio, to protect against currency fluctuations, as a
     duration management technique or to protect against any increase in the


     price of securities the Fund anticipates purchasing at a later date. The
     Fund intends to use these transactions as hedges and not as speculative
     investments and will not sell interest rate caps or floors where it does
     not own securities or other instruments providing the income stream the
     Fund may be obligated to pay.  Interest rate swaps involve the  exchange by
     the Fund with another party of their respective commitments to pay or
     receive interest, e.g., an exchange of floating rating payments of fixed
     rate payments with respect to a notional amount of principal.  A currency
     swap is an agreement to exchange cash flows on a notional amount of two or
     more currencies based on the relative value differential among them and an
     index swap is an agreement to swap cash flows on a notional amount based on
     changes in the values of the reference indices. The purchase of a cap
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such cap to the extent that a specified index
     exceeds a predetermined interest rate or amount.  The purchase of a floor
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such floor to the extent that  specified index falls
     below a predetermined interest rate or amount.  A collar is a combination
     of a cap and a floor that preserves a certain return within a predetermined
     range of interest rates or values.
     The Fund will usually enter into swaps on a net basis, i.e., the two
     payment streams are netted out in a cash settlement on the payment date or
     dates specified in the instrument, with the Fund receiving or paying, as
     the case may be, only the net amount of the two payments.  Inasmuch as
     these swaps, caps, floors, and collars are entered into for good faith
     hedging purposes, the investment adviser and the Fund believe such
     obligations do not constitute senior securities under the Investment
     Company Act of 1940, as amended, and, accordingly, will not treat them as
     being subject to its borrowing restrictions.  There is no minimal


     acceptable rating for a swap, cap, floor, or collar to be purchased or held
     in the Fund's portfolio.  If there is a default by the counterparty, the
     Fund may have contractual remedies pursuant to the agreements related to
     the transaction.  The swap market has grown substantially in recent years
     with a large number of banks and investment banking firms acting both as
     principals and agents utilizing standardized swap documentation.  As a
     result, the swap market has become relatively liquid.  Caps, floors and
     collars are more recent innovations for which standardized documentation
     has not yet been fully developed and, accordingly, they are less liquid
     than swaps.
     RISKS OF HEDGING STRATEGIES OUTSIDE THE U.S.
     When conducted outside the U.S., hedging strategies may not be regulated as
     rigorously  as in the U.S., may not involve a clearing mechanism and
     related guarantees, and are subject to the risk of governmental actions
     affecting trading in, or the prices of, foreign securities, currencies and
     other instruments.  The value of such positions also could be adversely
     affected by:  (i) other complex foreign political, legal and economic
     factors, (ii) lesser availability than in the U.S. of data on which to make
     trading decisions, (iii) delays in the Fund's ability to act upon economic
     events occurring in foreign markets during non-business hours in the U.S.,
     (iv) the imposition of different exercise and settlement terms and
     procedures and the margin requirements than in the U.S., and (v) lower
     trading volume and liquidity.
     USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
     Many hedging strategies, in addition to other requirements, require that
     the Fund segregate liquid high grade assets with its custodian to the
     extent Fund obligations are not otherwise "covered" through ownership of
     the underlying security, financial instrument or currency.  In general,
     either the full amount of any obligation by the Fund to pay or deliver


     securities or assets must be covered at all times by the securities,
     instruments or currency required to be delivered, or, subject to any
     regulatory restrictions, an amount of cash or liquid high grade securities
     at least equal to the current amount of the obligation must be segregated
     with the custodian.  The segregated assets cannot be sold or transferred
     unless equivalent assets are substituted in their place or it is no longer
     necessary to segregate them.  For example, a call option written by the
     Fund will require the Fund to hold the securities subject to the call (or
     securities convertible into the needed securities without additional
     consideration) or to segregate liquid high grade securities sufficient to
     purchase and deliver the securities if the call is exercised.  A call
     option sold by the Fund on an index will require the Fund to own portfolio
     securities which correlate with the index or to segregate liquid high grade
     assets equal to the excess of the index value over the exercise price on a
     current basis.  A put option written by the Fund requires the Fund to
     segregate liquid high grade assets equal to the exercise price.
     Except when the Fund enters into a forward contract for the purchase or
     sale of a security denominated in a particular currency, a currency
     contract which obligates the Fund to buy or sell currency will generally
     require the Fund to hold an amount of that currency or liquid securities
     denominated in that currency equal to the Fund's obligations or to
     segregate liquid high grade assets equal to the amount of the Fund's
     obligations.
     OTC options entered into by the Fund, including those on securities,
     currency, financial instruments or indices and OTC issued and exchange
     listed index options, will generally provide for cash settlement.  As a
     result, when the Fund sells these instruments it will only segregate an
     amount of assets equal to its accrued net obligations, as there is no
     requirement for payment or delivery of amounts in excess of the net amount.


     These amounts will equal 100% of the exercise price in the case of a non
     cash-settled put, the same as an OTC guaranteed listed option sold by the
     Fund, or the in-the-money amount plus any sell-back formula amount in the
     case of a cash-settled put or call.  In addition, when the Fund sells a
     call option on an index at a time when the in-the-money amount exceeds the
     exercise price, the Fund will segregate, until the option expires or is
     closed out, cash or cash equivalents equal in value to such excess.  OTC
     issued and exchange listed options sold by the Fund other than those above
     generally settle with physical delivery, and the Fund will segregate an
     equal amount of assets equal to the full value of the option. OTC options
     settling with physical delivery, or with an election of either physical
     delivery or cash settlement will be treated the same as other options
     settling with physical delivery.
     In the case of a futures contract or an option thereon, the Fund must
     deposit initial margin and possibly daily variation margin in addition to
     segregating assets sufficient to meet its obligation to purchase or provide
     securities or currencies, or to pay the amount owed at the expiration of an
     index-based futures contract.  Such assets may consist of cash, cash
     equivalents, liquid debt or equity securities or other acceptable assets.
     With respect to swaps, the Fund will accrue the net amount of the excess,
     if any, of its obligations over its entitlements with respect to each swap
     on a daily basis and will segregate an amount of cash or liquid high grade
     securities having a value equal to the accrued excess.  Caps, floors and
     collars require segregation of assets with a value equal to the Fund's net
     obligation, if any.
     Strategic transactions may be covered by other means when consistent with
     applicable regulatory policies.  The Fund may also enter into offsetting
     transactions so that its combined position, coupled with any segregated
     assets, equals its net outstanding obligation in related options and


     hedging strategies.  For example, the Fund could purchase a put option if
     the strike price of that option is the same or higher than the strike price
     of a put option sold by the Fund.  Moreover, instead of segregating assets
     if the Fund held a futures or forward contract, it could purchase a put
     option on the same futures or forward contract with a strike price as high
     or higher than the price of the contract held.  Other hedging strategies
     may also be offset in combinations.  If the offsetting transaction
     terminates at the time of or after the primary transaction no segregation
     is required, but if it terminates prior to such time, assets equal to any
     remaining obligation would need to be segregated.
     The Fund's activities involving hedging strategies may be limited by the
     requirements of Subchapter M of the Internal Revenue Code of 1986, as
     amended (the "Code") for qualification as a regulated investment company.
     (See "Tax Status")
    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 Fund
     values its assets daily in U.S. dollars, the Fund may not convert its
     holdings of foreign currencies to U.S. dollars daily. The Fund may incur
     conversion costs when it converts its holdings to another currency. Foreign
     exchange dealers may realize a profit on the difference between the price
     at which the Fund buys and sells currencies.
     The Fund will engage in foreign currency exchange transactions in
     connection with its portfolio investments. The Fund will conduct its
     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 Fund may enter into forward foreign currency exchange contracts in
     order to protect 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 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 Fund's
     best interest to do so. The Fund will not speculate in foreign currency
     exchange.
     The Fund will not enter into forward foreign currency exchange contracts or
     maintain a net exposure in such contracts when it would be obligated to
     deliver an amount of foreign currency in excess of the value of its
     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 investment adviser believes will tend to be closely correlated with
     that currency with regard to price movements. Generally, the Fund 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 rises in value if the underlying currency depreciates in
     value. Although purchasing a foreign currency option can protect the Fund
     against an adverse movement in the value of a foreign currency, the option
     will not limit the movement in the value of such currency. For example, if
     the Fund was holding securities denominated in a foreign currency that was
     appreciating and had purchased a foreign currency put to hedge against a
     decline in the value of the currency, the Fund would not have to exercise
     its put option. Likewise, if the Fund were to enter into a contract to
     purchase a security denominated in foreign currency and, in conjunction
     with that purchase, were to purchase a foreign currency call option to
     hedge against a rise in value of the currency, and if the value of the
     currency instead depreciated between the date of purchase and the
     settlement date, the Fund would not have to exercise its call. Instead, the
     Fund could acquire in the spot market the amount of foreign currency needed
     for settlement.
     SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS
     Buyers and sellers of foreign currency options are subject to the same
     risks that apply to options generally. In addition, there are certain risks
     associated with foreign currency options. The markets in foreign currency
     options are relatively new, and the Fund's ability to establish and close
     out positions on such options is subject to the maintenance of a liquid
     secondary market. Although the Fund will not purchase or write such options
     unless and until, in the opinion of the 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 Fund may be able to achieve many of the same objectives as it would
     through the use of forward foreign currency exchange contracts. The Fund
     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 associated with foreign currency futures contracts and their use
     as a hedging device similar to those associated with options on currencies,
     as described above.
     Options on foreign currency futures contracts may involve certain
     additional risks. Trading options on 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 Fund will not purchase or write options on foreign
     currency futures contracts unless and until, in the opinion of the
     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.


    SPECIAL CONSIDERATIONS AFFECTING ASIA AND THE PACIFIC RIM
Investment in securities of issuers domiciled in Japan and Hong Kong entails
special considerations.  Overseas trade is important to Japan's economy.  Japan
has few natural resources and must export to pay for its imports of these basic
requirements.  Because of the concentration of Japanese exports in highly
visible products, Japan has had difficult relations with its trading partners,
particularly the U.S., where the trade imbalance is the greatest.  It is
possible that trade sanctions or other protectionist measures could impact Japan
adversely in both the short and the long term.  The Japanese securities markets
are less regulated than those in the United States.  Evidence has emerged from
time to time of distortion of market prices to serve political or other
purposes.  Shareholders' rights are not always equally enforced.
Hong Kong is a British colony which will transfer sovereignty to the Peoples
Republic of China in 1997.  China has espoused policies antagonistic to free
enterprise capitalism and democracy.  There can be no guarantee that property
rights will continue to be safeguarded in Hong Kong after 1997, although
recently, China has moved toward free enterprise, and has established stock
exchanges of its own.
Some Southeast Asian countries also may have managed currencies, which are not
free floating against the U.S. dollar.  In addition, there is the risk that
certain Southeast Asian countries may restrict the free conversion of their
currencies into other currencies.  Further, certain Southeast Asian currencies
may not be internationally traded.  Any devaluations in currencies in which the
Fund's portfolio securities are denominated may have a detrimental impact on the
Fund's net asset value.
    SPECIAL CONSIDERATIONS AFFECTING EMERGING MARKETS
Investing in the securities of issuers domiciled in emerging markets, including
certain Asian markets such as Taiwan, Malaysia and Indonesia, may entail special
risks relating to the potential political and economic instability and the risks


of expropriation, nationalization, confiscation or the imposition of
restrictions on foreign investment, convertibility of currencies into U.S.
dollars and on repatriation of capital invested.  In the event of such
expropriation, nationalization or other confiscation by any country, the Fund
could lose its entire investment in any such country.
Emerging securities markets are substantially smaller, less developed,  less
liquid and more volatile than the major securities markets.  The limited size of
emerging securities markets and limited trading volume in issuers compared to
the volume of trading in U.S. securities could cause price to be erratic for
reasons apart from factors that affect the quality of the securities.  For
example, limited market size may cause prices to be unduly influenced by traders
who control large positions.  Adverse publicity and investors' perceptions,
whether or not based on fundamental analysis, may decrease the value and
liquidity of portfolio securities in these markets.  In addition, securities
traded in certain emerging markets may be subject to risks due to the
inexperience of financial intermediaries, a lack of modern technology, the lack
of a sufficient capital base to expand business operations, and the possibility
of permanent or temporary termination of trading.
Settlement mechanisms in emerging securities markets may be less efficient and
less reliable than in more developed markets.  In such emerging securities
markets there may be share registration and delivery delays or failures.
    ADDITIONAL RISK CONSIDERATIONS
The Directors consider at least annually the likelihood of the imposition by any
foreign government of exchange control restrictions which would affect the
liquidity of the Fund's assets maintained with custodians in foreign countries,
as well as the degree of risk from political acts of foreign governments to
which such assets may be exposed.  The Directors also consider the degree of
risk involved through the holding of portfolio securities in domestic and
foreign securities depositories.  However, in the absence of willful


misfeasance, bad faith or gross negligence on the part of the investment
adviser, any losses resulting from the holding of the Fund's portfolio
securities in foreign countries and/or with securities depositories will be at
the risk of shareholders.  No assurance can be given that the Directors'
appraisal of the risks will always be correct or that such exchange control
restrictions or political acts of foreign governments might not occur.
    PORTFOLIO TURNOVER
Although the Fund does not intend to invest for the purpose of seeking short-
term profits, securities in its portfolio will be sold whenever the investment
adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held.  The investment adviser does not anticipate that portfolio turnover
will result in adverse tax consequences.  It is not anticipated that the
portfolio trading engaged in by the Fund will result in its annual rate of
portfolio turnover exceeding 100%; however, the relative performance of the
Fund's investments may make a realignment of the Fund's portfolio desirable from
time to time.  The frequency of such portfolio realignments will be determined
by market conditions.  Higher portfolio turnover involves correspondingly
greater brokerage commissions and other transaction costs that the Fund will
bear directly.
    INVESTMENT LIMITATIONS
The following investment limitations are fundamental (except that no investment
limitation of the Fund shall prevent the Fund from investing substantially all
of its assets (except for assets which are not considered "investment
securities" under the Investment Company Act of 1940, as amended, or assets
exempted by the SEC) in an open-end investment company with substantially the
same investment objectives):
     SELLING SHORT AND BUYING ON MARGIN


     The Fund will not sell any securities short or purchase any securities on
     margin, but may obtain such short-term credits as are necessary for the
     clearance of purchases and sales of portfolio securities. The deposit or
     payment by the Fund of initial or variation margin in connection with
     financial futures contracts or related options transactions is not
     considered the purchase of a security on margin.
     ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities, except that the Fund may borrow
     money directly or through reverse repurchase agreements in amounts up to
     one-third of the value of its total assets, including the amount borrowed,
     and except to the extent that the Fund may enter into futures contracts.
     The Fund will not borrow money or engage in reverse repurchase agreements
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure or to facilitate management of the portfolio by enabling
     the Fund to meet redemption requests when the liquidation of portfolio
     securities is deemed to be inconvenient or disadvantageous.  The Fund will
     not purchase any securities while any borrowings in excess of 5% of its
     total assets are outstanding.
     PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings.  In these cases, the Fund may pledge assets as
     necessary to secure such borrowings.  For purposes of this limitation, the
     following will not be deemed to be pledges of the Fund's assets:  (a) the
     deposit of assets in escrow in connection with the writing of covered put
     or call options and the purchase of securities on a when-issued basis; and
     (b) collateral arrangements with respect to:  (i) the purchase and sale of
     securities options (and options on securities indexes) and (ii) initial or
     variation margin for futures contracts.
     CONCENTRATION OF INVESTMENTS


     The Fund will not invest 25% or more of the value of its total assets in
     any one industry, except that the Fund may invest 25% or more of the value
     of its total assets in securities issued or guaranteed by the U.S.
     government, its agencies or instrumentalities, and repurchase agreements
     collateralized by such securities.
     INVESTING IN COMMODITIES
     The Fund will not invest in commodities, except that the Fund reserves the
     right to engage in transactions involving futures contracts, options, and
     forward contracts with respect to securities, securities indexes or
     currencies.
     INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate, including limited
     partnership interests, although it may invest in the securities of
     companies whose business involves the purchase or sale of real estate or in
     securities which are secured by real estate or interests in real estate.
     LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets, except portfolio securities.
     This shall not prevent the Fund from purchasing or holding U.S. government
     obligations, corporate bonds, money market instruments, debentures, notes,
     certificates of indebtedness, or other debt securities, entering into
     repurchase agreements, or engaging in other transactions where permitted by
     the Fund's investment objective, policies, and limitations or the
     Corporation's Articles of Incorporation.
     UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may be
     deemed to be an underwriter under the Securities Act of 1933 in connection
     with the sale of securities in accordance with its investment objective,
     policies, and limitations.
     DIVERSIFICATION OF INVESTMENTS


     With respect to securities comprising 75% of the value of its total assets,
     the Fund will not purchase securities issued by any one issuer (other than
     cash, cash items, or securities issued or guaranteed by the U.S.
     government, 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, and will not acquire more than 10% of the outstanding voting
     securities of any one issuer.
The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Directors without
shareholder approval (except that no investment limitation of the Fund shall
prevent the Fund from investing substantially all of its assets (except for
assets which are not considered "investment securities" under the Investment
Company Act of 1940, as amended, or assets exempted by the SEC) in an open-end
investment company with substantially the same investment objectives).
Shareholders will be notified before any material changes in these limitations
become effective.
     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will limit its investment in other investment companies to no more
     than 3% of the total outstanding voting stock of any investment company,
     will invest no more than 5% of its total assets in any one investment
     company, and will invest no more than 10% of its total assets in investment
     companies in general.  The Fund will purchase securities of investment
     companies only in open-market transactions involving only customary
     broker's commissions.  However, these limitations are not applicable if the
     securities are acquired in a merger, consolidation, or acquisition of
     assets.  It should be noted that investment companies incur certain
     expenses such as management fees, and, therefore, any investment by the


     Fund in shares of another investment company would be subject to such
     duplicate expenses.
     INVESTING IN ILLIQUID SECURITIES
    The Fund will not invest more than 15% of the value of its net assets in
    illiquid securities, including repurchase agreements providing for
    settlement in more than seven days after notice, non-negotiable time
    deposits with maturities over seven days, over-the-counter options, swap
    agreements not determined to be liquid, and certain restricted securities
    not determined by the Directors to be liquid.
     INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     securities of issuers with 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 DIRECTORS
     OF THE CORPORATION
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Directors of the Corporation or the Fund's investment adviser,
     owning individually more than 1/2 of 1% of the issuer's securities,
     together own more than 5% of the issuer's securities.
     INVESTING IN MINERALS
     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs or leases, although it may invest in
     the securities of issuers which invest in or sponsor such programs.
     PURCHASING SECURITIES TO EXERCISE CONTROL
     The Fund will not purchase securities of a company for the purpose of
     exercising control or management.
     INVESTING IN PUT OPTIONS
     The Fund will not purchase put options on securities or futures contracts,
     unless the securities or futures contracts are held in the Fund's portfolio


     or unless the Fund is entitled to them in deliverable form without further
     payment or after segregating cash in the amount of any further payment.
     WRITING COVERED CALL OPTIONS
     The Fund will not write call options on securities unless the securities or
     futures contracts are held in the Fund's portfolio or unless the Fund is
     entitled to them in deliverable form without further payment or after
     segregating cash in the amount of any further payment.
     INVESTING IN WARRANTS
     The Fund will not invest more than 5% of the value of its net assets in
     warrants, including those acquired in units or attached to other
     securities. No more than 2% of the Fund's net assets, to be included within
     the overall 5% limit on investments in warrants, may be warrants which are
     not listed on the New York or American Stock Exchanges. For purposes of
     this investment restriction, warrants will be valued at the lower of cost
     or market, except that warrants acquired by the Fund in units with or
     attached to securities may be deemed to be without value.
Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.
The Fund has no present intent to borrow money, pledge securities, or invest in
reverse repurchase agreements in excess of 5% of the value of its total assets
in the coming fiscal year.  In addition, the Fund expects to lend not more than
5% of its total assets in the coming fiscal year.
To comply with registration requirements in certain states, the Fund (1) will
limit the aggregate value of the assets underlying covered call options or put
options written by the Fund to not more than 25% of its net assets, (2) will
limit the premiums paid for options purchased by the Fund to 5% of its net
assets, and (3) will limit the margin deposits on futures contracts entered into


by the Fund to 5% of its net assets.  (If state requirements change, these
restrictions may be revised without shareholder notification.)
For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."
    WORLD INVESTMENT SERIES, INC. MANAGEMENT

Officers and Directors are listed with their addresses, birthdates, present
positions with World Investment Series, Inc., and principal occupations.


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


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


Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Director
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Director
Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.


James E. Dowd


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


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.


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


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Director
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.


Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  October 6, 1926
Director


Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or
Managing General Partner of the Funds.


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.




Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Director
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.




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


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Vice President of the Funds;
Director, Trustee, or Managing General Partner of some of the Funds. Mr. Donahue
is the son of John F. Donahue, Chairman and Director  of the Company.


Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate:  October 22, 1930
Executive Vice President


Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Services Company; Chairman, Treasurer, and Trustee, Federated Administrative
Services; Trustee or Director of some of the Funds; President, Executive Vice
President and Treasurer of some of the Funds.




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


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947
Treasurer


Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.;  Senior Vice President, Federated
Shareholder Services; Vice President, Federated Administrative Services;
Treasurer of some of the Funds.


* This Director 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
Directors handles the responsibilities of the Board of Directors between
meetings of the Board.
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insurance Management Series;


Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; Newpoint Funds; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; The Shawmut Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark Funds;
Trust for Financial Institutions; Trust For Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations; The
Virtus Funds; and World Investment Series, Inc.
    FUND OWNERSHIP
Officers and Directors own less than 1% of the Fund's outstanding Shares.


    DIRECTORS COMPENSATION


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


John F. Donahue  $ 0       $0 for the Corporation and
Chairman and Director         68 other investment companies in the Fund Complex

Thomas G. Bigley $ 0       $20,688 for the Corporation and


Director                   49 other investment companies in the Fund Complex

John T. Conroy, Jr.        $ 0     $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

William J. Copeland        $ 0     $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

James E. Dowd    $ 0       $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.    $ 0     $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Richard B. Fisher$ 0       $0 for the Corporation and
President and Director        8 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.    $ 0     $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Peter E. Madden  $ 0       $90,563 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Gregor F. Meyer  $ 0       $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

John E. Murray, Jr.        $ 0     $0 for the Corporation and
Director                   69 other investment companies in the Fund Complex


Wesley W. Posvar $ 0       $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Marjorie P. Smuts$ 0       $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the period from January 26, 1994 (organization
date of the Corporation) to November 30, 1994.
#The aggregate compensation is provided for the Corporation which was comprised
of 1 portfolio, as of
November 30, 1994.
+The information is provided for the last calendar year end.
    INVESTMENT ADVISORY SERVICES

    ADVISER TO THE FUND
The Fund's investment adviser is Federated Global Research Corp. (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.
The Adviser shall not be liable to the Corporation, the Fund, or any shareholder
of the Fund for any losses that may be sustained in the purchase, holding, or
sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Corporation.
    ADVISORY FEES
For its advisory services, the Adviser receives an annual investment advisory
fee as described in each  prospectus.
     STATE EXPENSE LIMITATIONS


     The Adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses) exceed
     2-1/2% per year of the first $30 million of average net assets, 2% per year
     of the next $70 million of average net assets, and 1-1/2% per year of the
     remaining average net assets, the Adviser will reimburse the Fund for its
     expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this limitation,
     the investment advisory fee paid will be reduced by the amount of the
     excess, subject to an annual adjustment. If the expense limitation is
     exceeded, the amount to be reimbursed by the Adviser will be limited, in
     any single fiscal year, by the amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended or
     rescinded in the future.
    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 Fund for a fee as described in each
prospectus.  Dr. Henry J. Gailliot, an officer of Federated Global Research
Corp., the Adviser to the Fund, holds approximately 20% of the outstanding
common stock and serves as a director of Commercial Data Services, Inc., a
company which provides computer processing services to Federated Administrative
Services.


    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund.  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 the Fund's accounting records.  The
fee paid for this service is based upon the level of the Fund's average net
assets for the period plus out-of-pocket expenses.
    BROKERAGE TRANSACTIONS

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the Adviser
and may include:
      o advice as to the advisability of investing in securities;
      o security analysis and reports;
      o economic studies;
      o industry studies;
      o receipt of quotations for portfolio evaluations; and
      o similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relation 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 other accounts. To the extent that
receipt of these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses.
Although investment decisions for the Fund are made independently from those of
the other accounts managed by the Adviser, investments of the type the Fund may


make may also be made by those other accounts.  When the Fund and one or more
other accounts managed by the Adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund.  In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.
The Adviser may engage in other non-U.S. transactions that may have adverse
effects on the market for securities in the Fund's portfolio.  The Adviser is
not obligated to obtain any material non-public ("inside") information about any
securities issuer, or to base purchase or sale recommendations on such
information.
    PURCHASING SHARES

Except under certain circumstances described in each prospectus, Shares are sold
at their net asset value (plus a sales load on Class A Shares only) on days the
New York Stock Exchange is open for business. The procedure for purchasing
Shares is explained in each prospectus under "How To Purchase Shares."
    DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services as appropriate, to stimulate
distribution activities and to cause services to be provided to shareholders by
a representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of


client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors expect that the Class A Shares,
Class B Shares, and Class C Shares of the Fund will be able to achieve a more
predictable flow of cash for investment purposes and to meet redemptions. This
will facilitate more efficient portfolio management and assist the Fund in
pursuing its investment objectives. By identifying potential investors whose
needs are served by the Fund's objectives, and properly servicing these
accounts, it may be possible to curb sharp fluctuations in rates of redemptions
and sales.
Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
    CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Federated Services Company acts as the shareholder's agent in
depositing checks and converting them to federal funds.
    PURCHASES BY SALES REPRESENTATIVES, DIRECTORS, AND EMPLOYEES OF THE FUND
Directors, employees, and sales representatives of the Fund, Federated Global
Research Corp., and Federated Securities Corp. or their affiliates, or any
investment dealer who has a sales agreement with Federated Securities Corp. and
their spouses and children under 21, may buy Class A Shares at net asset value
without a sales load. Shares may also be sold without a sales load to trusts or
pension or profit-sharing plans for these people.


These sales are made with the purchaser's written assurance that the purchase is
for investment purposes and that the securities will not be resold except
through redemption by the Fund.
    DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in each prospectus.
    DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities, other than options, are
determined as follows:
      o 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;
      o in the absence of recorded sales for equity securities, according to
        the mean between the last closing bid and asked prices;
      o for bonds and other fixed income securities, as determined by an
        independent pricing service;
      o for short-term obligations, according to the prices as furnished by an
        independent pricing service, except that short-term obligations with
        remaining maturities of less than 60 days at the time of purchase may
        be valued at amortized cost; and
      o for all other securities, at fair value as determined in good faith by
        the Directors.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider: insititutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.
The Fund will value futures contracts and options at their market values
established by the exchanges on which they are traded at the close of trading on


such exchanges unless the Directors determine in good faith that another method
of valuing such investments is necessary.
    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
Fund values 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 Directors, although the actual calculation may
be done by others.
    REDEEMING SHARES

The Fund redeems Shares at the next computed net asset value, less any
applicable contingent deferred sales charge, after the Fund receives the
redemption request. Redemption procedures are explained in each prospectus under
"How To Redeem Shares." Although the transfer agent does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.
Class B Shares redeemed within six years of purchase and Class C Shares and
applicable Class A Shares redeemed within one year of purchase may be subject to
a contingent deferred sales charge. The amount of the contingent deferred sales
charge is based upon the amount of the administrative fee paid at the time of
purchase by the distributor to the financial institution for services rendered,


and the length of time the investor remains a shareholder in the Fund. Should
financial institutions elect to receive an amount less than the administrative
fee that is stated in the prospectus for servicing a particular shareholder, the
contingent deferred sales charge and/or holding period for that particular
shareholder will be reduced accordingly.
Since portfolio securities of the Fund may be traded on foreign exchanges which
trade on Saturdays or on holidays on which the Fund will not make redemptions,
the net asset value of each class of Shares of the Fund may be significantly
affected on days when shareholders do not have an opportunity to redeem their
Shares.
    REDEMPTION IN KIND
Although the Corporation 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 Fund's portfolio.  To the extent
available, such securities will be readily marketable.
The Corporation has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940, as amended, under which the Corporation 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.
Any redemption beyond this amount will also be in cash unless the Directors
determine that payment should be in kind.  In such a case, the Fund will pay all
or a portion of the remainder of the redemption in portfolio instruments, valued
in the same way as the Fund determines net asset value.  The portfolio
instruments will be selected in a manner that the Directors deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption.  If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.


    TAX STATUS

    THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
      o derive at least 90% of its gross income from dividends, interest, and
        gains from the sale of securities;
      o derive less than 30% of its gross income from the sale of securities
        held less than three months;
      o invest in securities within certain statutory limits; and
      o distribute to its shareholders at least 90% of its net income earned
        during the year.
However, the Fund 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 Fund upon disposition of PFIC investments.
    FOREIGN TAXES
Investment income on certain foreign securities in which the Fund 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 Fund
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 Fund's dividends, and any short-term
capital gains, are taxable as ordinary income.
     CAPITAL GAINS


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

The average annual total return for each class of Shares of the Fund is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the 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, less any applicable sales
load, adjusted over the period by any additional Shares, assuming the annual
reinvestment of all dividends and distributions.
Any applicable contingent deferred sales charge is deducted from the ending
value of the investment based on the lesser of the original purchase price or
the net asset value of Shares redeemed.
    YIELD

The yield for each class of Shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by any class of Shares over a thirty-day period by the
maximum offering price per share of the respective class on the last day of the
period. This value is annualized using semi-annual compounding. This means that
the amount of income generated during the thirty-day period is assumed to be
generated each month over a 12-month period and is reinvested every six months.
The yield does not necessarily reflect income actually earned by the Fund
because of certain adjustments required by the Securities and Exchange
Commission and, therefore, may not correlate to the dividends or other
distributions paid to the shareholders.


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

The performance of each of the classes of Shares depends upon such variables as:
      o portfolio quality;
      o average portfolio maturity;
      o type of instruments in which the portfolio is invested;
      o changes in interest rates and market value of portfolio securities;
      o changes in the Fund's or any class of Shares' expenses; and
      o various other factors.
The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per Share fluctuate daily. Both net earnings and offering
price per Share are factors in the computation of yield and total return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:
      o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P
        500), 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 S & P 500 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.
      o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
        categories by making comparative calculations using total return. Total
        return assumes the reinvestment of all capital gains distributions and
        income dividends and takes into account any change in net asset value
        over a specified period of time. From time to time, the Fund will quote
        its Lipper ranking in the "pacific region funds" category in
        advertising and sales literature.
      o MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDICES, including, among
        others, the Morgan Stanley Capital International Europe, Australia, Far
        East Index ("EAFE Index").  The EAFE Index is an unmanaged index of
        more than 1,000 companies of Europe, Australia, and the Far East.
      o IBBOTSON ASSOCIATES INTERNATIONAL BOND INDEX, which provides a detailed
        breakdown of local market and currency returns since 1960.
      o BEAR STEARNS FOREIGN BOND INDEX, which provides simple average returns
        for individual countries and GNP-weighted index, beginning in 1975.
        The returns are broken down by local market and currency.
      o MORNINGSTAR, INC. , an independent rating service, is the publisher of
        the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
        1,000 NASDAQ-listed mutual funds of all types, according to their risk-
        adjusted returns. The maximum rating is five stars, and ratings are
        effective for two weeks.
From time to time, the Fund may quote information including but not limited to
data regarding:  individual countries, regions, world stock exchanges, and
economic and demographic statistics from sources deemed reliable.
Advertisements and other sales literature for any class of Shares may quote
total returns which are calculated on non-standardized base periods. These total
returns also represent the historic change in the value of an investment in any


class of Shares based on annual reinvestment of dividends over a specified
period of time.
From time to time as it deems appropriate, the Fund may advertise the
performance of any class of Shares using charts, graphs, and descriptions,
compared to federally insured bank products including certificates of deposit
and time deposits and to money market funds using the Lipper Analytical Services
money market instruments average. In addition, advertising and sales literature
for the Fund may use charts and graphs to illustrate the principles of dollar-
cost averaging and may disclose the amount of dividends paid by the Fund over
certain periods of time.
Advertisements may quote performance information which does not reflect the
effect of the sales load on Class A Shares.
    ABOUT FEDERATED INVESTORS

Federated Investors ("Federated") is dedicated to meeting investor needs which
is reflected in its investment decision making-structured, straightforward, and
consistent.  This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the equity sector, Federated has more than 25 years' experience.  As of
December 31, 1994, Federated managed 15 equity funds totaling approximately $4
billion in assets across growth, value, equity income, international, index and
sector (i.e. utility) styles.  Federated's value-oriented management style
combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.


J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.
    MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
    INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management.  Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors.  The marketing
effort to these  institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
*source:  Investment Company Institute


    TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.


The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.
    BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


    APPENDIX

    STANDARD AND POOR'S RATINGS GROUP LONG TERM DEBT RATING DEFINITIONS
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues.  However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.  The BB


rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal 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 a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal.  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 Standard & Poor's Ratings Group
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. LONG TERM BOND RATING DEFINITIONS
AAA--Bonds which are rated AAA are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged". Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA--Bonds which are rated AA are judged to be of high quality by all standards.
Together with the AAA group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in AAA securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in AAA securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
BAA--Bonds which are rated BAA are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as well assured.  Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position characterizes
bonds in this class.


B--Bonds which are rated B generally lack characteristics of a 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 RATING DEFINITIONS
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely


payment.  The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
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 indentifiable 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.
    MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. PRIME-1
repayment capacity will normally be evidenced by the following characteristics:
- - Leading market positions in well established industries.
- - High rates of return on funds employed.


- - Conservative capitalization structure with moderate reliance on debt and ample
asset protection.
- - Broad margins in earning coverage of fixed financial charges and high internal
cash generation.
- - Well established access to a range of financial markets and assured sources of
alternate liquidity.
PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.
    STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS
A-1--This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)  designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory.  However, the relative degree of safety is not as high as for
issues designated A-1.
    FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS
FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.
FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

FEDERATED EMERGING MARKETS FUND
(A portfolio of World Investment Series, Inc.)

Class A Shares
Class B Shares
Class C Shares

Combined Prospectus

The shares of Federated Emerging Markets Fund (the "Fund") represent interests
in a diversified portfolio of World Investment Series, Inc. (the "Corporation"),
an open-end management investment company (a mutual fund). The investment
objective of the Fund is to provide long-term growth of capital.  Any income
received from the portfolio is incidental.  The Fund pursues its investment
objective by investing primarily in a professionally managed portfolio of
securities of issuers and companies domiciled in or having primary operations in
emerging markets.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know before you
invest in the Fund. Keep this prospectus for future reference.
The Fund has also filed a Combined Statement of Additional Information dated
February 13, 1996, 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, which is in paper form only, or a paper copy of this
prospectus, if you have received your prospectus electronically, free of charge
by calling 1-800-235-4669. To obtain other information or to make inquiries
about the Fund, contact your financial institution.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated February 13,  1996

Table of Contents will be generated
when document is complete.

                            SUMMARY OF FUND EXPENSES
                        FEDERATED EMERGING MARKETS FUND

                                 CLASS A SHARES
                        SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
      5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)        0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS A SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*
Management Fee (after waiver)(2)...........................      %
12b-1 Fee (3)..............................................      %
Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class A Shares Operating Expenses (4)......      %
    (1)   Class A Shares purchased with the proceeds of a redemption of shares
      of an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The

      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   Class A Shares have no present intention of paying or accruing the
      12b-1 fee during the fiscal year ending November 30, 1996.  If Class A
      Shares were paying or accruing the 12b-1 fee, Class A Shares would be
      able to pay up to 0.25% of its average daily net assets for the 12b-1
      fee.  See "Corporation Information."
    (4)   The Total Class A Shares Operating Expenses are estimated to be
            % absent the anticipated voluntary waiver of a portion of the
      ------
      Management Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class A Shares will bear,
either directly or indirectly.  For more complete descriptions of the various
costs and expenses, see "Investing in Class A Shares" and "Corporation
Information."  Wire-transferred redemptions of less than $5,000 may be subject
to additional fees.

EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This
example is based on estimated data for the Class A Shares' fiscal year ending
November 30, 1996.



                            SUMMARY OF FUND EXPENSES
                        FEDERATED EMERGING MARKETS FUND

                                 CLASS B 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)(1)        5.50%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS B SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*
Management Fee (after waiver)(2)...........................      %
12b-1 Fee..................................................      %
Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class B Shares Operating Expenses (3) (4)..      %

    (1)   The contingent deferred sales charge is 5.50% in the first year
      declining to 1.00% in the sixth year and 0.00% thereafter.  (See
      "Contingent Deferred Sales Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The
      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   Class B Shares convert to Class A Shares (which pay lower ongoing
      expenses) approximately eight years after purchase.
    (4)   The Total Class B Shares Operating Expenses are estimated to be
            % absent the anticipated voluntary waiver of a portion of the
      ------
      Management Fee.
    * Total Class B Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class B Shares will bear,
either directly or indirectly.  For more complete descriptions of the various
costs and expenses, see "Investing in Class B Shares" and "Corporation
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.

EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This
example is based on estimated data for the Class B Shares' fiscal year ending
November 30, 1996.


                            SUMMARY OF FUND EXPENSES
                        FEDERATED EMERGING MARKETS FUND

                                 CLASS C 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)(1)        1.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS C SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*
Management Fee (after waiver)(2)...........................      %
12b-1 Fee..................................................      %

Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class C Shares Operating Expenses (3)......      %
    (1)   The contingent deferred sales charge assessed is 1.00% of the lesser
      of the original purchase price or the net asset value of Shares redeemed
      within one year of their purchase date.  (See "Contingent Deferred Sales
      Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The
      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   The Total Class C Shares Operating Expenses are estimated to be      %
                                                                          -----
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class C Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class C Shares will bear,
either directly or indirectly.  For more complete descriptions of the various
costs and expenses, see "Investing in Class C Shares" and "Corporation
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.

EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This
example is based on estimated data for the Class C Shares' fiscal year ending
November 30, 1996.




                                    SYNOPSIS
The Corporation was established under the laws of the State of Maryland on
January 25, 1994.  The Corporation's address is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779.  The Articles of Incorporation permit the
Corporation to offer separate series of shares representing interests in
separate portfolios of securities. As of the date of this prospectus, the Board
of Directors (the "Directors") has established three classes of shares for the
Fund, known as Class A Shares, Class B Shares, and Class C Shares (individually
and collectively as the context requires, "Shares.")
Shares of the Fund are designed for individuals and institutions seeking long-
term growth of capital by investing primarily in a portfolio of common stocks of
emerging market companies.
For information on how to purchase Shares of the Fund, please refer to "How to
Purchase Shares." The minimum initial investment for Class A Shares is $500. The

minimum initial investment for Class B Shares and Class C Shares is $1500.
However, the minimum initial investment for a retirement account in any class is
$50. Subsequent investments in any class must be in amounts of at least $100,
except for retirement plans which must be in amounts of at least $50.
In general, Class A Shares are sold at net asset value plus an applicable sales
load and are redeemed at net asset value. However, a contingent deferred sales
charge is imposed under certain circumstances. For a more complete description,
see "How to Redeem Shares."
Class B Shares are sold at net asset value.  A contingent deferred sales charge
is imposed on certain Shares which are redeemed within six full years of
purchase. See "How to Redeem Shares."
Class C Shares are sold at net asset value. A contingent deferred sales charge
of 1.00% will be charged on assets redeemed within the first 12 months following
purchase. See "How to Redeem Shares."
In addition, the Fund pays a shareholder services fee at an annual rate not to
exceed 0.25% of average daily net assets.
Additionally, information regarding the exchange privilege offered with respect
to the Fund and certain other funds for which affiliates of Federated Investors
serve as investment adviser or principal underwriter (the "Federated Funds") can
be found under "Exchange Privilege."
Federated Global Research Corp. is the investment adviser (the "Adviser") to the
Fund and receives compensation for its services. The Adviser's address is 175
Water Street, New York, New York 10038-4965.
Investors should be aware of the following general observations. The Fund may
make certain investments and employ certain investment techniques that involve
risks, including, but not limited to, entering into repurchase agreements,
lending portfolio securities, investing in restricted and illiquid securities,
investing in securities on a when-issued and delayed delivery basis, writing
call options and investing in foreign securities.

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


                            LIBERTY FAMILY OF FUNDS
This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:
   o American Leaders Fund, Inc., providing growth of capital and income through
     high-quality stocks;
   o Capital Growth Fund, providing appreciation of capital primarily through
     equity securities;
   o Federated Asia Pacific Growth Fund, providing long-term growth of capital
     by investing in equity securities of companies located in Asia and the
     Pacific Rim;
   o Federated Bond Fund, providing current income through high-quality
     corporate debt;
   o Federated European Growth Fund, providing long-term growth of capital
     through investments primarily in the equity securities of European
     companies;
   o Federated Growth Strategies Fund, providing appreciation of capital
     primarily through equity securities of companies with prospects for above-
     average growth  in earnings and dividends;
   o Federated International Equity Fund, providing long-term capital growth and
     income through international securities;
   o Federated International Income Fund, providing a high level of current
     income consistent with prudent investment risk through high-quality debt
     securities denominated  primarily in foreign currencies;

   o Federated International Small Company Fund, providing long-term growth of
     capital by investing in equity securities of small foreign companies in
     developed and emerging markets.
   o Federated Latin American Growth Fund, providing long-term growth of capital
     by investing in equity securities of companies located in Latin America;
   o Federated Small Cap Strategies Fund, providing capital appreciation through
     common stocks of small capitalization companies;
   o Fund for U.S. Government Securities, Inc., providing current income through
     long-term U.S. government securities;
   o Liberty Equity Income Fund, Inc., providing above-average income and
     capital appreciation through income producing equity securities;
   o Liberty High Income Bond Fund, Inc., providing high current income through
     high-yielding, lower-rated corporate bonds;
   o Liberty Municipal Securities Fund, Inc., providing a high level of current
     income exempt from federal regular income tax through municipal bonds;
   o Liberty U.S. Government Money Market Trust, providing current income
     consistent with stability of principal through high-quality U.S. government
     securities;
   o Liberty Utility Fund, Inc., providing current income and long-term growth
     of  income, primarily through electric, gas, and communications utilities;
   o Limited Term Fund, providing a high level of current income consistent with
     minimum fluctuation in principal value through investment grade securities;
   o Limited Term Municipal Fund, providing a high level of current income
     exempt from federal regular income tax consistent with the preservation of
     principal,  primarily limited to municipal securities;
   o Michigan Intermediate Municipal Trust, providing current income exempt from
     federal regular income tax and the personal income taxes imposed by the
     state  of Michigan and Michigan municipalities, primarily through Michigan
     municipal  securities;

   o Pennsylvania Municipal Income Fund, providing current income exempt from
     federal regular income tax and the personal income taxes imposed by the
     Commonwealth of Pennsylvania, primarily through Pennsylvania municipal
     securities;
   o Strategic Income Fund, providing a high level of current income, primarily
     through domestic and foreign corporate debt obligations;
   o Tax-Free Instruments Trust, providing current income consistent with
     stability of principal and exempt from federal income tax, through high-
     quality, short-term municipal securities; and
   o World Utility Fund, providing total return primarily through securities
     issued by domestic and foreign companies in the utilities industries.
Prospectuses for these funds are available by writing to Federated Securities
Corp.
Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.
The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of proven, professional investment advisers.
Shareholders of Class A Shares who have been designated as Liberty Life Members
are exempt from sales loads on future purchases in and exchanges between the
Class A Shares of any funds in the Liberty Family of Funds, as long as they
maintain a $500 balance in one of the Liberty Funds.
INVESTMENT INFORMATION
                             INVESTMENT INFORMATION
INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide long-term growth of capital.
Any income received from the portfolio is incidental. The investment objective

cannot be changed without approval of shareholders. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
INVESTMENT POLICIES
The Fund pursues its investment objective by investing primarily in a
professionally managed and diversified portfolio of securities of issuers and
companies located in countries having emerging markets.  Under normal market
conditions, the Fund intends to invest at least 65% of its total assets in
equity securities of issuers and companies located in countries having emerging
markets.
    The Fund expects to diversify investments across emerging markets in Latin
    America, Asia, Europe, the Middle East and Africa. The Fund intends to
    allocate its investments among at least three countries at all times and
    does not expect to concentrate investments in any particular industry.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Directors without the approval of shareholders. Shareholders will be
notified before any material changes in these policies become effective.
                                EMERGING MARKETS
In managing the Fund's portfolio, the Fund's investment adviser considers
countries having emerging markets to be all countries that are generally
considered have developing or emerging markets or economies.  Furthermore, the
Fund's investment adviser considers emerging market countries to be all
countries considered by the International Bank for Reconstruction and
Development (more commonly known as the World Bank) and the International
Finance Corporation, as well as countries that are classified by the United
Nations or otherwise regarded by their authorities, as developing.
Generally included in emerging markets are all countries in the world except
Australia, Canada, Japan, New Zealand, the United States, and most western
European countries.  The Fund will focus on countries which the investment

adviser believes to have strongly developing economies and markets.  Under
normal circumstances the Fund will invest at least 65% of its total assets in,
among others, the following countries:  Argentina, Bolivia, Botswana, Brazil,
Chile, China, Colombia, Cyprus, Czech Republic, Ecuador, Egypt, Ghana, Greece,
Hong Kong, Hungary, India, Indonesia, Jamaica, Jordan, Kenya, Korea, Malaysia,
Mauritius, Mexico, Morocco, Nigeria, Oman, Pakistan, Peru, Philippines, Poland,
Portugal, Russia, Singapore, Slovakia, South Africa, Sri Lanka, Swaziland,
Taiwan, Thailand, Tunisia, Turkey, Uruguay, Venezuela, and Zimbabwe. The Fund
may invest in countries other than those defined above, if, in the opinion of
the Fund's investment adviser, they are considered to be emerging markets.
While the investment adviser considers the above-mentioned countries eligible
for investment, the Fund will not be invested in all such markets at all times.
Furthermore, the Fund may not pursue investment in such countries due to lack of
adequate custody of the Fund's assets, overly burdensome restrictions and
repatriation, lack of an organized and liquid  market, or unacceptable political
or other risks.
Emerging markets companies are defined as (i) those for which the principal
securities trading market is an emerging market country, as described above;
(ii) those which are organized under the laws of, or with a principal office in,
an emerging market country; or (iii) those, wherever organized or traded, who
derive (directly or indirectly through subsidiaries) at least 50% of their total
assets, capitalization, gross revenue or profit from its most current year from
goods produced, services performed, or sales made in such emerging market
countries.
                             ACCEPTABLE INVESTMENTS
The equity securities in which the Fund may invest include common stock,
preferred stock (either convertible or non-convertible), sponsored or
unsponsored depositary receipts or shares, and warrants, including other
substantially similar forms of equity with comparable risk characteristics as

well as other forms which may be developed in the future.  Securities may be
purchased on securities exchanges, traded over-the-counter, or have no organized
market.  The Fund may also purchase corporate and government fixed income
securities denominated in currencies other than U.S. dollars; enter into forward
commitments, repurchase agreements and foreign currency transactions; maintain
reserves in foreign or U.S. money market instruments; and purchase options and
financial futures contracts.
                             COMMON AND PREFERRED STOCK
Stocks represent shares of ownership in a company.  Generally, preferred stock
has a specified dividend and ranks after bonds and before common stocks in its
claim on income for dividend payments and on assets should the company be
liquidated.  After other claims are satisfied, common stockholders participate
in company profits on a pro rata basis; profits may be paid out in dividends or
reinvested in the company to help it grow.  Increases and decreases in earnings
are usually reflected in a company's stock price, so common stocks generally
have the greatest appreciation and depreciation potential of all corporate
securities.  While most preferred stocks pay a dividend, the Fund may purchase
preferred stock where the issuer has omitted, or is in danger of omitting,
payment of its dividend.  Such investments would be made primarily for their
capital appreciation potential.
In selecting securities, the investment adviser typically evaluates industry
trends, a company's financial strength, its competitive position in domestic and
export markets, technology, recent developments and profitability, together with
overall growth prospects.  Other considerations generally include quality and
depth of management, government regulation, and availability and cost of labor
and raw materials.  Investment decisions are made without regard to arbitrary
criteria as to minimum asset size, debt-equity ratios or dividend history of
portfolio companies.
                                DEPOSITARY RECEIPTS

The Fund may invest in foreign issuers by purchasing sponsored or unsponsored
securities representing underlying international securities such as American
Depositary Receipts ("ADRs"), American Depositary Shares ("ADSs"), European
Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), Global
Depositary Certificates ("GDCs"), International Depositary Receipts ("IDRs"),
and Russian Depositary Certificates ("RDCs") or securities convertible into
foreign equity securities.  ADRs and ADSs typically are issued by a United
States bank or trust company and evidence ownership of underlying securities
issued by a foreign corporation.  EDRs, which are sometimes referred to as
Continental Depositary Receipts ("CDRs"), GDRs, GDCs, IDRs and RDCs are
typically issued by foreign banks or trust companies, although they also may be
issued by United States banks or trust companies, and evidence ownership of
underlying securities issued by either a foreign or a United States corporation.
ADRs, ADSs, CDRs, EDRs, GDRs, GDCs, IDRs, and RDCs are collectively known as
"Depositary Receipts."  Depositary Receipts may be available for investment
through "sponsored" or "unsponsored" facilities.  A sponsored facility is
established jointly by the issuer of the security underlying the receipt and a
depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's underlying security.
Holders of an unsponsored Depositary Receipt generally bear all the costs of the
unsponsored facility.  The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received from the
issuer of the deposited security or to pass through to the holders of the
receipts voting rights with respect to the deposited securities.
                                  DEBT SECURITIES
In pursuit of the Fund's objective of long-term growth of capital, the Fund may
invest up to 35% of its total assets in debt securities. Capital appreciation in
debt securities may arise as a result of favorable changes in the
creditworthiness of issuers, relative interest rate levels, or relative foreign

exchange rates. Any income received from debt securities will be incidental to
the Fund's objective of long-term growth of capital.  These debt obligations
consist of U.S. and foreign government securities and corporate debt securities,
including, but not limited to, Samurai and Yankee bonds, Eurobonds and
depositary receipts.  The issuers of such debt securities may or may not be
domiciled in emerging countries.
The debt securities in which the Fund may invest may be rated, at the time of
purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or Fitch
Investors Service ("Fitch") or Ba or lower by Moody's Investors Service, Inc.
("Moody's"), or, if unrated, are of comparable quality as determined by the
investment adviser. The prices of fixed income securities generally fluctuate
inversely to the direction of interest rates.
                               CONVERTIBLE SECURITIES
The Fund may invest in convertible securities rated, at the time of purchase, BB
or lower by S&P or Fitch or Ba or lower by Moody's, or, if unrated, are of
comparable quality as determined by the investment adviser.
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 bonds, convertible preferred stock or
debentures, units consisting of "usable" bonds and warrants or a combination of
the features of several of these securities.  The investment characteristics of
each convertible security vary widely, which allows convertible securities to be
employed for a variety of different investment strategies.  In selecting a
convertible security, the investment adviser evaluates the investment
characteristics of the convertible security as a fixed income investment, and
the investment potential of the underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

Due to restrictions on direct investment by foreign entities in certain foreign
countries, investments in other investment companies may be the most practical
or only manner in which the Fund can participate in the securities markets of
such countries.  The Fund may also invest in other investment companies for the
purpose of investing its short term cash on a temporary basis.  The Fund may
invest up to 10% of its total assets in the securities of other investment
companies. 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.  Restricted securities may be issued by new and early
stage companies which may include a high degree of business and financial risk
that can result in substantial losses.  As a result of the absence of a public
trading market for these securities, they may be less liquid than publicly
traded securities.  Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could be less than
those originally paid by the Fund, or less than what may be considered the fair
value of such securities.  Further, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection
requirements which might be applicable if their securities were publicly traded.
If such securities are required to be registered under the securities laws of
one or more jurisdictions before being resold, the Fund may be required to bear
the expense of registration.  The Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Directors to be liquid, over-the counter options, swap agreements not determined

to be liquid, and repurchase agreements providing for settlement in more than
seven days after notice, to 15% of its net assets.
                               REPURCHASE AGREEMENTS
The Fund may invest in repurchase agreements.  Repurchase agreements are
arrangements by which the Fund purchases a security for cash and obtains a
simultaneous commitment from the seller (usually a bank or broker/dealer) to
repurchase the security at an agreed-upon price and specified future date.  The
repurchase price reflects an agreed-upon interest rate for the time period of
the agreement.  The Fund's risk is the inability of the seller to pay the
agreed-upon price on the delivery date.  However, this risk is tempered by the
ability of the Fund to sell the security in the open market in the case of a
default.  In such a case, the Fund may incur costs in disposing of the security
which would increase Fund expenses.  The investment adviser will monitor the
creditworthiness of the firms with which the Fund enters into repurchase
agreements.
                   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 different times in the future. 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 investment
adviser deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at current market
values and simultaneously acquire other commitments to purchase similar

securities at later dates.  The Fund may realize short-term profits or losses
upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend portfolio securities
on a short-term or long-term basis, 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
investment adviser has determined are creditworthy under guidelines established
by the Directors and will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned at all times.
There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price.  In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.


                               TEMPORARY INVESTMENTS
For temporary defensive purposes, when the investment adviser determines that
market conditions warrant (up to 100% of total assets) and to maintain liquidity
(up to 20% of total assets), the Fund may invest in U.S. and foreign debt
instruments as well as cash or cash equivalents, including foreign and domestic
money market instruments, short-term government and corporate obligations, and
repurchase agreements.
                                FORWARD COMMITMENTS
Forward commitments are contracts to purchase securities for a fixed price at a
date beyond customary settlement time.  The Fund may enter into these contracts
if liquid securities in amounts sufficient to meet the purchase price are

segregated on the Fund's records at the trade date and maintained until the
transaction has been settled.  Risk is involved if the value of the security
declines before settlement.  Although the Fund enters into forward commitments
with the intention of acquiring the security, it may dispose of the commitment
prior to settlement and realize short-term profit or loss.
                           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 (i.e., 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.  Further,
the Fund may be affected either unfavorably or favorably by fluctuations in the
relative rates of exchange between the currencies of different nations.  Cross-
hedging transactions by the Fund involve the risk of imperfect correlation
between changes in the values of the currencies to which such transactions
relate and changes in the value of the currency or other asset or liability that
is the subject of the hedge.
                    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 60 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
investment adviser will consider the likelihood of changes in currency values
when making investment decisions, the investment 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 value of the Fund's assets denominated in that currency at the time the
contract was initiated, but as consistent with their other investment policies
and as not otherwise limited in their ability to use this strategy.
                                      OPTIONS
The Fund may deal in options on foreign currencies, securities, and securities
indices, and on futures contracts involving these items, which options may be
listed for trading on an international securities exchange or traded over-the-
counter.  The Fund may use options to manage interest rate and currency risks.

The Fund may also write covered call options and secured put options to generate
income or lock in gains.  The Fund may write covered call options and secured
put options on up to 25% of its net assets and may purchase put and call options
provided that no more than 5% of the fair market value of its net assets may be
invested in premiums on such options.
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 the 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 nonperformance 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.
It is not certain that a secondary market for positions in options, or futures
contracts (see below), 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.
                           FUTURES AND OPTIONS ON FUTURES
The Fund may enter into futures contracts involving foreign currency,
securities, and securities indices, or options thereon, for bona fide hedging
purposes.  The Fund may also enter into such futures contracts or related
options for purposes other than bona fide hedging if the aggregate amount of
initial margin deposits exclusive of the margin needed for foreign currency
hedging, on the Fund's futures and related options positions would not exceed 5%
of the net liquidation value of the Fund's assets, provided further that in the
case of an option that is in-the-money at the time of the purchase, the in-the-
money amount may be excluded in calculating the 5% limitation.  In addition, the
Fund may not sell futures contracts if the value of such futures contracts
exceeds the total market value of the Fund's portfolio securities.  Futures
contracts and options thereon sold by the Fund are generally subject to
segregation and coverage requirements established by either the Commodities
Futures Trading Commission ("CFTC") or the Securities and Exchange Commission
("SEC"), with the result that, if the Fund does not hold the instrument
underlying the futures contract or option, the Fund will be required to
segregate on an ongoing basis with its custodian cash, U.S. government
securities, or other liquid high grade debt obligations in an amount at least
equal to the Fund's obligations with respect to such instruments.
The Fund may enter into securities index futures contracts and purchase and
write put and call options on securities index futures contracts that are traded
on regulated exchanges, including non-U.S. exchanges, to the extent permitted by
the CFTC.  Securities index futures contracts are based on indexes that reflect
the market value of securities 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 enter into securities index futures contracts to sell a securities
index in anticipation of or during a market decline to attempt to offset the
decrease in market value of securities in its portfolio that might otherwise
result.  When the Fund is not fully invested and anticipates a significant
market advance, it may enter into futures contracts to purchase the index in
order to gain rapid market exposure that may in part or entirely offset
increases in the cost of securities that it intends to purchase.  In many of
these transactions, the Fund will purchase such securities upon termination of
the futures position but, depending on market conditions, a futures position may
be terminated without the corresponding purchases of common stock.  The Fund may
also invest in securities index futures contracts when the investment adviser
believes such investment is more efficient, liquid, or cost-effective than
investing directly in the securities underlying the index.
An option on a securities index futures contract gives the purchaser the right,
in return for the premium paid, to assume a position in a securities index
futures contract.  The Fund may purchase and write put and call options on
securities index futures contracts in order to hedge all or a portion of its
investment and may enter into closing purchase transactions with respect to
written options in order to terminate existing positions.  There is no guarantee
that such closing transactions can be effected.  The Fund may also invest in
options on securities index futures contracts when the investment adviser
believes such investment is more efficient, liquid or cost-effective than
investing directly in the futures contract or in the securities underlying the
index, or when the futures contract or underlying securities are not available
for investment upon favorable terms.

The use of futures and related options involves special consideration and risks,
for example, (1) the ability of the Fund to utilize futures successfully will
depend on the investment adviser's ability to predict pertinent market
movements; (2) there might be imperfect correlation, or even no correlation,
between the change in market value of the securities held by the Fund and the
prices of the futures and options thereon relating to the securities purchased
or sold by the Fund.  The use of futures and related options may reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements but they can also reduce the opportunity for gain by offsetting the
positive effect of favorable price movements in positions.  No assurance can be
given that the investment adviser's judgment in this respect will be correct.
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.
New futures contracts, options thereon, and other financial products and risk
management techniques continue to be developed.  The Fund may use these
investments and techniques to the extent consistent with its investment
objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
As one way of managing its exposure to different types of investments, the Fund
may enter into interest rate swaps, currency swaps, and other types of swap
agreements such as caps, collars, and floors.  Depending on how they are used,
swap agreements may increase or decrease the overall volatility of the Fund's
investments, its share price and yield.

Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed.  As a
result, swaps can be highly volatile and may have a considerable impact on the
Fund's performance.  Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates.  The Fund may also suffer losses
if it is unable to terminate outstanding swap agreements to reduce its exposure
through offsetting transactions.  When the Fund enters into a swap agreement,
assets of the Fund equal to the value of the swap agreement will be segregated
by the Fund.
                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
Investing in non-U.S. securities carries substantial risks in addition to those
associated with domestic investments.  In an attempt to reduce some of these
risks, the Fund diversifies its investments broadly among foreign countries
which may include both developed and developing countries.
The Fund may take advantage of the unusual opportunities for higher returns
available from investing in developing countries.  These investments carry
considerably more volatility and risk because they generally are associated with
less mature economies and less stable political systems.
The economies of foreign countries may differ from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency, and balance of
payments position.  Further, the economies of developing countries generally are
heavily dependent on international trade and, accordingly, have been, and may
continue to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they trade.  These economies
also have been, and may continue to be, adversely affected by economic
conditions in the countries with which they trade.

Prior governmental approval for foreign investments may be required under
certain circumstances in some countries, and the extent of foreign investment in
certain debt securities and domestic companies may be subject to limitation.
Foreign ownership limitations also may be imposed by the charters of individual
companies to prevent, among other concerns, violation of foreign investment
limitations.
Repatriation of investment income, capital, and the proceeds of sales by foreign
investors may require governmental registration and/or approval in some
countries.  The Fund could be adversely affected by delays in, or a refusal to
grant, any required governmental registration or approval for such repatriation.
Any investment subject to such repatriation controls will be considered illiquid
if it appears reasonably likely that this process will take more than seven
days.
With respect to any foreign country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
governmental regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies of such countries or
the value of the Fund's investments in those countries.  In addition, it may be
difficult to obtain and enforce a judgment in a court outside of the United
States.
Brokerage commissions, custodial services, and other costs relating to
investment may be more expensive than in the United States.  Foreign markets may
have different clearance and settlement procedures such as requiring payment for
securities before delivery. In certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions.  The inability
of the Fund to make intended security purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities.  Inability to
dispose of a portfolio security due to settlement problems could result either

in losses to the Fund due to subsequent declines in value of the portfolio
security or, if the Fund has entered into a contract to sell the security, could
result in possible liability to the purchaser.
CURRENCY RISKS.  Because the majority of 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 Fund assets denominated in the currency will increase; correspondingly,
if the value of a foreign currency declines against the U.S. dollar the value of
Fund assets denominated in that currency will decrease.  Under the United States
Internal Revenue Code, as amended (the "Code"), the Fund is required to
separately account for the foreign currency component of gains or losses, which
will usually be viewed under the Code as items of ordinary and distributable
income or loss, thus affecting the Fund's distributable income. (See "Federal
Income Tax").
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 Fund values its assets
daily in U.S. dollars, the Fund will not convert its holdings of foreign
currencies to U.S. dollars daily. When the Fund converts its holdings to another
currency, it may incur conversion costs. Foreign exchange dealers may realize a
profit on the difference between the price at which they buy and sell
currencies.
FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
companies include:
    . less publicly available information about foreign issuers;

    . credit risks associated with certain foreign governments;
    . the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
    . less readily available market quotations on foreign issues;
    . differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
    . differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
    . the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
    . the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
    . foreign brokerage commissions may be higher;
    . unreliable mail service between countries;
    . political or financial changes which adversely affect investments in some
      countries;
    . increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
    . certain markets may require payment for securities before delivery;
    . religious and ethnic instability; and
    . certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
discouraged or restricted certain investments abroad by investors such as the

Fund.  Investors are advised that when such policies are instituted, the Fund
will abide by them.
                    RISK CONSIDERATIONS IN  EMERGING MARKETS
Investing in securities of issuers in emerging market countries involves
exposure to significantly higher risk than investing in countries with developed
markets. Emerging market countries may have economic structures that are
generally less diverse and mature and political systems that can be expected to
be less stable than those of developed countries.
Securities prices in emerging market countries can be significantly more
volatile than in developed countries, reflecting the greater uncertainties of
investing in lesser developed markets and economies. In particular, emerging
market countries may have relatively unstable governments, and may present the
risk of nationalization of businesses, expropriation, confiscatory taxation or,
in certain instances, reversion to closed market, centrally planned economies.
Such countries may also have restrictions on foreign ownership or prohibitions
on the repatriation of assets, and may have less protection of property rights
than developed countries.
The economies of emerging market countries may be predominantly based on only a
few industries or dependent on revenues from particular commodities or on
international aid or development assistance, may be highly vulnerable to changes
in local or global trade conditions, and may suffer from extreme and volatile
debt burdens or inflation rates. In addition, securities markets in emerging
market countries may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially resulting in a
lack of liquidity and in volatility in the price of securities traded on those
markets. Also, securities markets in emerging market countries typically offer
less regulatory protection for investors.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES

The debt securities in which the Fund invests are usually not in the three
highest rating categories of a nationally recognized statistical rating
organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for Moody's), but
are in the lower rating categories or are unrated, but are of comparable quality
and have speculative characteristics or are speculative.  Lower-rated bonds or
unrated bonds are commonly referred to as "junk 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 debt securities
rated in the lowest rating category.  A description of the rating categories is
contained in the Appendix to the Combined Statement of Additional Information.
Debt obligations that are not determined to be investment grade are high-yield,
high-risk bonds, typically subject to greater market fluctuations and greater
risk of loss of income and principal due to an issuer's default.  To a greater
extent than investment grade bonds, lower-rated bonds tend to reflect short-term
corporate, economic, and market developments, as well as investor perceptions of
the issuer's credit quality.  In addition, lower-rated bonds  may be more
difficult to dispose of or to value than higher-rated, lower-yielding bonds.
The Fund's investment adviser attempts to reduce the risks described above
through diversification of the portfolio and by credit analysis of each issuer
as well as by monitoring broad economic trends and corporate and legislative
developments.
INVESTMENT LIMITATIONS
The Fund will not:
   o borrow money directly or through reverse repurchase agreements
     (arrangements in  which the Fund sells a portfolio instrument for a
     percentage of its cash value with an agreement to buy it back on a set
     date) or pledge securities except,  under certain circumstances, the Fund
     may borrow up to one-third of the value  of its total assets and pledge its
     assets to secure such borrowings; or

   o with respect to 75% of its total assets, invest more than 5% of the value
     of  its total assets in securities of any one issuer (other than cash, cash
     items, or securities issued or guaranteed by the U.S. government and its
     agencies or instrumentalities, and repurchase agreements collateralized by
     such securities) or acquire more than 10% of the outstanding voting
     securities of any one  issuer.
The above investment limitations cannot be changed without shareholder approval.
                                NET ASSET VALUE
The Fund's net asset value per Share fluctuates. The net asset value for Shares
is determined by adding the interest of each class of Shares in the market value
of all securities and other assets of the Fund, subtracting the interest of each
class of Shares in the liabilities of the Fund and those attributable to each
class of Shares, and dividing the remainder by the total number of each class of
Shares outstanding. The net asset value for each class of Shares may differ due
to the variance in daily net income realized by each class. Such variance will
reflect only accrued net income to which the shareholders of a particular class
are entitled.
The net asset value of each class of Shares of the Fund is determined as of the
close of trading (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange, Monday through Friday, except on: (i) days on which there are not
sufficient changes in the value of the Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no Shares are
tendered for redemption and no orders to purchase Shares are received; or (iii)
the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
                             INVESTING IN THE FUND
The Fund offers investors three classes of Shares that carry sales loads and
contingent deferred sales charges in different forms and amounts and which bear
different levels of expenses.

                                 CLASS A SHARES
An investor who purchases Class A Shares pays a maximum sales load of 5.50% at
the time of purchase. As a result, Class A Shares are not subject to any charges
when they are redeemed (except for special programs offered under "Purchases
with Proceeds From Redemptions of Unaffiliated Investment Companies"). Certain
purchases of Class A Shares are not subject to a sales load. See "Investing in
Class A Shares." Certain purchases of Class A Shares qualify for reduced sales
loads. See "Reducing or Eliminating the Sales Load." Class A Shares have no
conversion feature.
                                 CLASS B SHARES
Class B Shares are sold without an initial sales load, but are subject to a
contingent deferred sales charge of up to 5.50% if redeemed within six full
years following purchase. Class B Shares also bear a higher 12b-1 fee than Class
A Shares. Class B Shares will automatically convert into Class A Shares, based
on relative net asset value, on or around the fifteenth of the month eight full
years after the purchase date. Class B Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but (until conversion) will have a higher expense ratio and pay lower
dividends than Class A Shares due to the higher 12b-1 fee.
                                 CLASS C SHARES
Class C Shares are sold without an initial sales load, but are subject to a
1.00% contingent deferred sales charge on assets redeemed within the first 12
months following purchase. Class C Shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the investment is
made, but will have a higher expense ratio and pay lower dividends than Class A
Shares due to the higher 12b-1 fee. Class C Shares have no conversion feature.
                             HOW TO PURCHASE SHARES
Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below, either through a

financial institution (such as a bank or broker/dealer which has a sales
agreement with the distributor) or by wire or by check directly to the Fund,
with a minimum initial investment of $500 for Class A Shares and $1,500 for
Class B Shares and Class C Shares. Additional investments can be made for as
little as $100. The minimum initial and subsequent investment for retirement
plans is only $50. (Financial institutions may impose different minimum
investment requirements on their customers.)
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before Shares can be purchased.
INVESTING IN CLASS A SHARES
Class A Shares are sold at their net asset value next determined after an order
is received, plus a sales load as follows:
                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION          PRICE       INVESTED     OFFERING PRICE
    Less than $50,000       5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%    4.00%
    $100,000 but less than $250,000      3.75%          3.90%    3.25%
    $250,000 but less than $500,000      2.50%          2.56%    2.25%
    $500,000 but less than $1 million    2.00%          2.04%    1.80%
$1 million or greater       0.00%        0.00%          0.25%*
* See sub-section entitled "Dealer Concession."
No sales load is imposed for Class A Shares purchased through bank trust
departments, investment advisers registered under the Investment Advisers Act of

1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or to shareholders designated as Liberty Life Members. However,
investors who purchase Shares through a trust department, investment adviser, or
retirement plan may be charged an additional service fee by the institution.
Additionally, no sales load is imposed for Class A Shares purchased through
"wrap accounts" or similar programs, under which clients pay a fee or fees for
services.
                               DEALER CONCESSION
For sales of Class A Shares, a dealer will normally receive up to 90% of the
applicable sales load. Any portion of the sales load which is not paid to a
dealer will be retained by the distributor. However, the distributor may offer
to pay dealers up to 100% of the sales load retained by it. Such payments may
take the form of cash or promotional incentives, such as reimbursement of
certain expenses of qualified employees and their spouses to attend
informational meetings about the Fund or other special events at recreational-
type facilities, or items of material value. In some instances, these incentives
will be made available only to dealers whose employees have sold or may sell a
significant amount of Shares. On purchases of $1 million or more, the investor
pays no sales load; however, the distributor will make twelve monthly payments
to the dealer totaling 0.25% of the public offering price over the first year
following the purchase. Such payments are based on the original purchase price
of Shares outstanding at each month end.
The sales load for Shares sold other than through registered broker/dealers will
be retained by Federated Securities Corp. Federated Securities Corp. may pay
fees to banks out of the sales load in exchange for sales and/or administrative
services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.
                     REDUCING OR ELIMINATING THE SALES LOAD

The sales load can be reduced or eliminated on the purchase of Class A Shares
through:
   o quantity discounts and accumulated purchases;
   o concurrent purchases;
   o signing a 13-month letter of intent;
   o using the reinvestment privilege; or
   o purchases with proceeds from redemptions of unaffiliated investment company
     shares.
                  QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
As shown in the table above, larger purchases reduce the sales load paid. The
Fund will combine purchases of Class A Shares made on the same day by the
investor, the investor's spouse, and the investor's children under age 21 when
it calculates the sales load. In addition, the sales load, if applicable, is
reduced for purchases made at one time by a trustee or fiduciary for a single
trust estate or a single fiduciary account.
If an additional purchase of Class A Shares is made, the Fund will consider the
previous purchases still invested in the Fund. For example, if a shareholder
already owns Class A Shares having a current value at the public offering price
of $30,000 and he purchases $20,000 more at the current public offering price,
the sales load on the additional purchase according to the schedule now in
effect would be 4.50%, not 5.50%.
To receive the sales load reduction, Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution at the time the
purchase is made that Class A Shares are already owned or that purchases are
being combined. The Fund will reduce the sales load after it confirms the
purchases.
                              CONCURRENT PURCHASES
For purposes of qualifying for a sales load reduction, a shareholder has the
privilege of combining concurrent purchases of two or more funds in the Liberty

Family of Funds, the purchase price of which includes a sales load. For example,
if a shareholder concurrently invested $30,000 in one of the other funds in the
Liberty Family of Funds with a sales load, and $20,000 in this Fund, the sales
load would be reduced.
To receive this sales load reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by his financial institution at the
time the concurrent purchases are made. The Fund will reduce the sales load
after it confirms the purchases.
                                LETTER OF INTENT
If a shareholder intends to purchase at least $50,000 of shares of the funds in
the Liberty Family of Funds (excluding money market funds) over the next 13
months, the sales load may be reduced by signing a letter of intent to that
effect. This letter of intent includes a provision for a sales load adjustment
depending on the amount actually purchased within the 13-month period and a
provision for the custodian to hold up to 5.50% of the total amount intended to
be purchased in escrow (in Shares) until such purchase is completed.
The Shares held in escrow in the shareholder's account will be released upon
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales load.
While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales load applicable to
the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Class A Shares of any fund in
the Liberty Family of Funds, excluding money market accounts, will be aggregated
to provide a purchase credit towards fulfillment of the letter of intent. Prior
trade prices will not be adjusted.
                             REINVESTMENT PRIVILEGE

If Class A Shares in the Fund have been redeemed, the shareholder has the
privilege, within 120 days, to reinvest the redemption proceeds at the next-
determined net asset value without any sales load. Federated Securities Corp.
must be notified by the shareholder in writing or by his financial institution
of the reinvestment in order to eliminate a sales load. If the shareholder
redeems his Class A Shares in the Fund, there may be tax consequences.
 PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES
Investors may purchase Class A Shares at net asset value, without a sales load,
with the proceeds from the redemption of shares of an unaffiliated investment
company that were purchased or sold with a sales load or commission and were not
distributed by Federated Securities Corp. The purchase must be made within 60
days of the redemption, and Federated Securities Corp. must be notified by the
investor in writing, or by his financial institution, at the time the purchase
is made. From time to time, the Fund may offer dealers a payment of .50 of 1.00%
for Shares purchased under this program. If Shares are purchased in this manner,
Fund purchases will be subject to a contingent deferred sales charge for one
year from the date of purchase. Shareholders will be notified prior to the
implementation of any special offering as described above.
INVESTING IN CLASS B SHARES
Class B Shares are sold at their net asset value next determined after an order
is received. While Class B Shares are sold without an initial sales load, under
certain circumstances described under "Contingent Deferred Sales Charge--Class B
Shares," a contingent deferred sales charge may be applied by the distributor at
the time Class B Shares are redeemed.
                          CONVERSION OF CLASS B SHARES
Class B Shares will automatically convert into Class A Shares on or around the
fifteenth of the month eight full years after the purchase date, except as noted
below, and may no longer be subject to a distribution services fee (see
"Distribution of Shares"). Such conversion will be on the basis of the relative

net asset values per share, without the imposition of any sales load, fee or
other charge. Class B Shares acquired by exchange from Class B Shares of another
fund in the Liberty Family of Funds will convert into Class A Shares based on
the time of the initial purchase. For purposes of conversion to Class A Shares,
Shares purchased through the reinvestment of dividends and distributions paid on
Class B Shares will be considered to be held in a separate sub-account. Each
time any Class B Shares in the shareholder's account (other than those in the
sub-account) convert to Class A Shares, an equal pro rata portion of the Class B
Shares in the sub-account will also convert to Class A Shares. The conversion of
Class B Shares to Class A Shares is subject to the continuing availability of a
ruling from the Internal Revenue Service or an opinion of counsel that such
conversions will not constitute taxable events for federal tax purposes. There
can be no assurance that such ruling or opinion will be available, and the
conversion of Class B Shares to Class A Shares will not occur if such ruling or
opinion is not available. In such event, Class B Shares would continue to be
subject to higher expenses than Class A Shares for an indefinite period.
Orders for $250,000 or more of Class B Shares will automatically be invested in
Class A Shares.
INVESTING IN CLASS C SHARES
Class C Shares are sold at net asset value next determined after an order is
received. A contingent deferred sales charge of 1.00% will be charged on assets
redeemed within the first full 12 months following purchase. For a complete
description of this charge, see "Contingent Deferred Sales Charge--Class C
Shares."
               PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
An investor may call his financial institution (such as a bank or an investment
dealer) to place an order to purchase Shares. Orders placed through a financial
institution are considered received when the Fund is notified of the purchase
order or when payment is converted into federal funds. Purchase orders through a

registered broker/dealer must be received by the broker before 4:00 p.m.
(Eastern time) and must be transmitted by the broker to the Fund before 5:00
p.m. (Eastern time) in order for Shares to be purchased at that day's price.
Purchase orders through other financial institutions must be received by the
financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
time) in order for Shares to be purchased at that day's price. It is the
financial institution's responsibility to transmit orders promptly. Financial
institutions may charge additional fees for their services.
The financial institution which maintains investor accounts in Class B Shares or
Class C Shares with the Fund must do so on a fully disclosed basis unless it
accounts for share ownership periods used in calculating the contingent deferred
sales charge (see "Contingent Deferred Sales Charge"). In addition, advance
payments made to financial institutions may be subject to reclaim by the
distributor for accounts transferred to financial institutions which do not
maintain investor accounts on a fully disclosed basis and do not account for
share ownership periods.
                           PURCHASING SHARES BY WIRE
Once an account has been established, Shares may be purchased by wire by calling
the Fund. All information needed will be taken over the telephone, and the order
is considered received immediately. Payment for purchases which are subject to a
sales load must be received within three business days following the order.
Payment for purchases on which no sales load is imposed must be received before
3:00 p.m. (Eastern time) on the next business day following the order. Federal
funds should be wired as follows: State Street Bank and Trust Company, Boston,
Massachusetts; Attn: EDGEWIRE; For Credit to: (Fund Name) (Fund Class); (Fund
Number); Account Number; Trade Date and Order Number; Group Number or Dealer
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted.
                           PURCHASING SHARES BY CHECK

Once an account has been established, Shares may be purchased by sending a check
made payable to the name of the Fund (designate class of Shares and account
number) to: Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received).
SPECIAL PURCHASE FEATURES
                         SYSTEMATIC INVESTMENT PROGRAM
Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account at
an Automated Clearing House ("ACH") member and invested in the Fund at the net
asset value next determined after an order is received by the Fund, plus the
sales load, if applicable. Shareholders should contact their financial
institution or the Fund to participate in this program.
                                RETIREMENT PLANS
Fund Shares can be purchased as an investment for retirement plans or IRA
accounts. For further details, contact the Fund and consult a tax adviser.
                               EXCHANGE PRIVILEGE
                                 CLASS A SHARES
Class A shareholders may exchange all or some of their Shares for Class A Shares
of other funds in the Liberty Family of Funds at net asset value. Shareholders
of Class A Shares may also exchange into certain other Federated Funds (as
defined in the "Synopsis" of this prospectus) which are sold with a sales load
different from that of the Fund's or with no sales load, and which are advised
by subsidiaries or affiliates of Federated Investors. These exchanges are made
at net asset value plus the difference between the Fund's sales load already
paid and any sales load of the Federated Fund into which the Shares are to be
exchanged, if higher. Neither the Fund nor any of the funds in the Liberty

Family of Funds imposes any additional fees on exchanges. Shareholders in
certain other Federated Funds may exchange their shares in the Federated Funds
for Class A Shares.
                                 CLASS B SHARES
Class B shareholders may exchange all or some of their Shares for Class B Shares
of other funds in the Liberty Family of Funds. (Not all funds in the Liberty
Family of Funds currently offer Class B Shares. Contact your financial
institution regarding the availability of other Class B Shares in the Liberty
Family of Funds.) Exchanges are made at net asset value without being assessed a
contingent deferred sales charge on the exchanged Shares. To the extent that a
shareholder exchanges Shares for Class B Shares in other funds in the Liberty
Family of Funds, the time for which the exchanged-for Shares are to be held will
be added to the time for which exchanged-from Shares were held for purposes of
satisfying the applicable holding period. For more information, see "Contingent
Deferred Sales Charge."
                                 CLASS C SHARES
Class C shareholders may exchange all or some of their Shares for Class C Shares
in other funds in the Liberty Family of Funds at net asset value without a
contingent deferred sales charge. (Not all funds in the Liberty Family of Funds
currently offer Class C Shares. Contact your financial institution regarding the
availability of other Class C Shares in the Liberty Family of Funds.) To the
extent that a shareholder exchanges Shares for Class C Shares in other funds in
the Liberty Family of Funds, the time for which the exchanged-for Shares are to
be held will be added to the time for which exchanged-from Shares were held for
purposes of satisfying the applicable holding period. For more information, see
"Contingent Deferred Sales Charge."
                           REQUIREMENTS FOR EXCHANGE
Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange

is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.
This privilege is available to shareholders resident in any state in which the
shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
proceeds invested in the same class of shares of the other fund. The exchange
privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.
Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds are available by contacting the Fund.
                                TAX CONSEQUENCES
An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, a capital gain or loss may be
realized.
                               MAKING AN EXCHANGE
Instructions for exchanges for the Liberty Family of Funds or certain Federated
Funds (where applicable) may be given in writing or by telephone. Written
instructions may require a signature guarantee. Shareholders of the Fund may
have difficulty in making exchanges by telephone through brokers and other
financial institutions during times of drastic economic or market changes. If a
shareholder cannot contact his broker or financial institution by telephone, it
is recommended that an exchange request be made in writing and sent by overnight
mail to Federated Services Company, 500 Victory Road--2nd Floor, North Quincy,
Massachusetts 02171.
                             TELEPHONE INSTRUCTIONS
Telephone instructions made by the investor may be carried out only if a
telephone authorization form completed by the investor is on file with the Fund.
If the instructions are given by a broker, a telephone authorization form
completed by the broker must be on file with the Fund. If reasonable procedures

are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.
Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions are recorded and will be binding upon the
shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a fund will begin receiving dividends the
following business day. This privilege may be modified or terminated at any
time.
                              HOW TO REDEEM SHARES
Shares are redeemed at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemption requests must be received in proper form and can be made
as described below.
                REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
Shares of the Fund may be redeemed by calling your financial institution to
request the redemption. Shares will be redeemed at the net asset value, less any
applicable contingent deferred sales charge next determined after the Fund
receives the redemption request from the financial institution. Redemption
requests through a registered broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be redeemed at that
day's net asset value. Redemption requests through other financial institutions
(such as banks) must be received by the financial institution and transmitted to
the Fund before 4:00 p.m. (Eastern time) in order for Shares to be redeemed at

that day's net asset value. The financial institution is responsible for
promptly submitting redemption requests and providing proper written redemption
instructions. Customary fees and commissions may be charged by the financial
institution for this service.
                         REDEEMING SHARES BY TELEPHONE
Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly completed authorization form. These forms can be obtained from
Federated Securities Corp.
 Proceeds will be mailed in the form of a check, to the shareholder's address of
record or by wire transfer to the shareholder's account at a domestic commercial
bank that is a member of the Federal Reserve System. The minimum amount for a
wire transfer is $1,000. Proceeds from redeemed Shares purchased by check or
through ACH will not be wired until that method of payment has cleared.
Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. In the event of drastic economic or market
changes, a shareholder may experience difficulty in redeeming by telephone. If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.
                            REDEEMING SHARES BY MAIL
Shares may be redeemed in any amount by mailing a written request to: Federated
Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston, Massachusetts
02266-8600.
The written request should state: Fund Name and the Class designation; the
account name as registered with the Fund; the account number; and the number of
Shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the Shares are registered. It is recommended
that any share certificates be sent by insured mail with the written request.

Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund, or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a bank which
is a member of the Federal Deposit Insurance Corporation, a trust company, a
member firm of a domestic stock exchange, or any other "eligible guarantor
institution," as defined by the Securities and Exchange Act of 1934, as amended.
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.
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.
SPECIAL REDEMPTION FEATURES
                         SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder.
Depending upon the amount of the withdrawal payments, the amount of dividends
paid and capital gains distributions with respect to Shares, and the fluctuation
of the net asset value of Shares redeemed under this program, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through

his financial institution. Due to the fact that Class A Shares are sold with a
sales load, it is not advisable for shareholders to continue to purchase Class A
Shares while participating in this program. A contingent deferred sales charge
may be imposed on Class B Shares and Class C Shares.
CONTINGENT DEFERRED SALES CHARGE
Shareholders may be subject to a contingent deferred sales charge upon
redemption of their Shares under the following circumstances:
                                 CLASS A SHARES
Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of shares of an unaffiliated investment company purchased or
redeemed with a sales load and not distributed by Federated Securities Corp. may
be charged a contingent deferred sales charge of .50 of 1.00% for redemptions
made within one full year of purchase. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption.


                                 CLASS B SHARES
Shareholders redeeming Class B Shares from their Fund accounts within six full
years of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption in accordance with the following schedule:
                                  CONTINGENT
      YEAR OF REDEMPTION           DEFERRED
        AFTER PURCHASE            SALES CHARGE
          First                    5.50%

          Second                   4.75%
          Third                    4%
          Fourth                   3%
          Fifth                    2%
          Sixth                    1%
          Seventh and thereafter   0%
                                 CLASS C SHARES
Shareholders redeeming Class C Shares from their Fund accounts within one full
year of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor of 1.00%. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Shares at the time of purchase or the net asset value of the
redeemed Shares at the time of redemption.
               CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than six
full years from the date of purchase with respect to Class B Shares and one full
year from the date of purchase with respect to Class C Shares and applicable
Class A Shares. Redemptions will be processed in a manner intended to maximize
the amount of redemption which will not be subject to a contingent deferred
sales charge. In computing the amount of the applicable contingent deferred
sales charge, redemptions are deemed to have occurred in the following order:
(1) Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Shares held for more than six full years from the date of purchase
with respect to Class B Shares and one full year from the date of purchase with
respect to Class C Shares and applicable Class A Shares; (3) Shares held for

less than six years with respect to Class B Shares and less than one full year
from the date of purchase with respect to Class C Shares and applicable Class A
Shares on a first-in, first-out basis. A contingent deferred sales charge is not
assessed in connection with an exchange of Fund Shares for shares of other funds
in the Liberty Family of Funds in the same class (see "Exchange Privilege"). Any
contingent deferred sales charge imposed at the time the exchanged-for Shares
are redeemed is calculated as if the shareholder had held the shares from the
date on which he became a shareholder of the exchanged-from Shares. Moreover,
the contingent deferred sales charge will be eliminated with respect to certain
redemptions (see "Elimination of Contingent Deferred Sales Charge").
ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended, of
a shareholder; (2) redemptions representing minimum required distributions from
an Individual Retirement Account or other retirement plan to a shareholder who
has attained the age of 70-1/2; and (3) involuntary redemptions by the Fund of
Shares in shareholder accounts that do not comply with the minimum balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of Shares held by Directors, employees and sales representatives of the Fund,
the distributor, or affiliates of the Fund or distributor; employees of any
financial institution that sells Shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or any other financial institution, to the extent that no payments

were advanced for purchases made through such entities. The Directors reserve
the right to discontinue elimination of the contingent deferred sales charge.
Shareholders will be notified of such elimination. Any Shares purchased prior to
the termination of such waiver would have the contingent deferred sales charge
eliminated as provided in the Fund's prospectus at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent deferred sales charge, the shareholder must notify Federated
Securities Corp. or the transfer agent in writing that he is entitled to such
elimination.
                         ACCOUNT AND SHARE INFORMATION
                         CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Fund, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.
Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.
                                   DIVIDENDS
Dividends are declared and paid annually to all shareholders invested in the
Fund on the record date. Dividends and distributions are automatically
reinvested in additional Shares of the Fund on payment dates at the ex-dividend
date net asset value without a sales load, unless shareholders request cash
payments on the new account form or by contacting the transfer agent. All
shareholders on the record date are entitled to the dividend. If Shares are
redeemed or exchanged prior to the record date or purchased after the record
date, those Shares are not entitled to that year's dividend.
                                 CAPITAL GAINS
Net long-term capital gains realized by the Fund, if any, will be distributed at
least once every twelve months.



                           ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the Class A Share required
minimum value of $500 or the required minimum value of $1,500 for Class B Shares
and Class C Shares. This requirement does not apply, however, if the balance
falls below the required minimum value because of changes in the net asset value
of the respective Share Class. Before Shares are redeemed to close an account,
the shareholder is notified in writing and allowed 30 days to purchase
additional Shares to meet the minimum requirement.
                            CORPORATION INFORMATION
MANAGEMENT OF THE CORPORATION
                               BOARD OF DIRECTORS
The Corporation is managed by a Board of Directors. The Directors are
responsible for managing the Corporation's business affairs and for exercising
all the Corporation's powers except those reserved for the shareholders. An
Executive Committee of the Board of Directors handles the Board's
responsibilities between meetings of the Board.
                               INVESTMENT ADVISER
Investment decisions for the Fund are made by Federated Global Research Corp.,
the Fund's investment adviser, subject to direction by the Directors. The
Adviser continually conducts investment research and supervision for the Fund
and is responsible for the purchase or sale of portfolio instruments, for which
it receives an annual fee from the Fund.
                                 ADVISORY FEES
The Adviser receives an annual investment advisory fee equal to 1.25% 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 investment
advisory contract, which provides for the voluntary waiver of the advisory fee
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
can terminate this voluntary waiver at any time in its sole discretion. The
Adviser has also undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.
                              ADVISER'S BACKGROUND
Federated Global Research Corp., incorporated in Delaware on May 12, 1995, is a
registered investment adviser under the Investment Advisers Act of 1940, as
amended. 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 Global Research Corp. and other subsidiaries of Federated Investors
serve as investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services to a
number of investment companies. With over $72 billion invested across more than
260 funds under management and/or administration by its subsidiaries, as of
December 31, 1994, Federated Investors is one of the largest mutual fund
investment managers in the United States. With more than 1,750 employees,
Federated continues to be led by the management who founded the company in 1955.
Federated funds are presently at work in and through 4,000 financial
institutions nationwide. More than 100,000 investment professionals have
selected Federated funds for their clients.

Drew J. Collins has been the Fund's portfolio manager its inception.  Mr.
Collins joined Federated Investors in 1995 as a Senior Vice President of the
Fund's investment adviser.  Mr. Collins served as Vice President/Portfolio
Manager of international equity portfolios at Arnold and S. Bleichroeder, Inc.
from 1994 to 1995.  He served as an Assistant Vice President/Portfolio Manager
for international equities at the College Retirement Equities Fund from 1986 to
1994.  Mr. Collins is a Chartered Financial Analyst and received his M.B.A. in
finance from the University of Pennsylvania.
Henry A. Frantzen has been the Fund's portfolio manager its inception.  Mr.
Frantzen joined Federated Investors in 1995 as an Executive Vice President of
the Fund's investment adviser.  Mr. Frantzen served as Chief Investment Officer
of international equities at Brown Brothers Harriman & Co. from 1992 to 1995.
He was the Executive Vice President and Director of Equities at Oppenheimer
Management Corporation from 1989 to 1991.  Mr. Frantzen received his B.S. in
finance and marketing from the University of North Dakota.
Jolanta M. Wysocka has been the Fund's portfolio manager since its inception.
Ms. Wysocka joined Federated Investors in 1995 as a Vice President of the Fund's
investment adviser.  Ms. Wysocka served as Senior Investment Officer and
Emerging Markets Portfolio Manager at PIMCO Advisers L.P./ Parametric Portfolio
Associates from 1993 to 1995.  She served as President of Kinetic Capital
Management, Inc. from 1991 to 1995.  Ms. Wysocka served as Vice President,
Research for Ko Securities, Inc. from 1990 to 1991.  Ms. Wysocka received her
masters degree in computer science from the Institute of Technology, Zielona
Gora, Poland.
Both the Corporation and the Adviser have adopted strict codes of ethics
governing the conduct of all employees who manage the Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary duty to the
Fund's shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and

periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Directors,
and could result in severe penalties.
DISTRIBUTION OF SHARES
Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.
The distributor may offer to pay financial institutions an amount equal to 1% of
the net asset value of Class C Shares purchased by their clients or customers at
the time of purchase. These payments will be made directly by the distributor
from its assets, and will not be made from assets of the Fund. Financial
institutions may elect to waive the initial payment described above; such waiver
will result in the waiver by the Fund of the otherwise applicable contingent
deferred sales charge.
The distributor will pay dealers an amount equal to 5.5% of the net asset value
of Class B Shares purchased by their clients or customers. These payments will
be made directly by the distributor from its assets, and will not be made from
the assets of the Fund. Dealers may voluntarily waive receipt of all or any
portion of these payments. The distributor may pay a portion of the distribution
fee discussed below to financial institutions that waive all or any portion of
the advance payments.
                   DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), the distributor may be paid a fee in an amount

computed at an annual rate of up to .25 of 1% for Class A Shares and up to .75
of 1% for Class B Shares and Class C Shares of the average daily net assets of
each class of Shares to finance any activity which is principally intended to
result in the sale of Shares subject to the Distribution Plan. The Fund does not
currently make payments to the distributor or charge a fee under the
Distribution Plan for Class A Shares, and shareholders of Class A Shares will be
notified if the Fund intends to charge a fee under the Distribution Plan. For
Class A Shares and Class C Shares, the distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers. With respect to Class
B Shares, because distribution fees to be paid by the Fund to the distributor
may not exceed an annual rate of .75 of 1% of Class B Shares' average daily net
assets, it will take the distributor a number of years to recoup the expenses it
has incurred for its sales services and distribution-related support services
pursuant to the Plan.
The Distribution Plan is a compensation type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Shares
under the Plan.
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of Class A Shares, Class B Shares, and Class C Shares to obtain certain personal
services for shareholders and for the maintenance of shareholder accounts

("Shareholder Services"). Under the Shareholder Services Agreement, Federated
Shareholder Services will either perform Shareholder Services directly or will
select financial institutions to perform Shareholder Services. Financial
institutions will receive fees based upon Shares owned by their clients or
customers. The schedules of such fees and the basis upon which such fees will be
paid will be determined from time to time by the Fund and Federated Shareholder
Services.
In addition to payments made pursuant to the Distribution Plan and Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of sales services, distribution-related support
services, or shareholder services.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings 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 capacities described above or should Congress
relax current restrictions on depository institutions, the Directors will
consider appropriate changes in the services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state laws.
                    OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
Federated Securities Corp. will pay financial institutions, at the time of
purchase of Class A Shares, an amount equal to .50 of 1% of the net asset value
of Class A Shares purchased by their clients or customers under certain
qualified retirement plans as approved by Federated Securities Corp. (Such
payments are subject to a reclaim from the financial institution should the
assets leave the program within 12 months after purchase.)

Furthermore, with respect to Class A Shares, Class B Shares, and Class C Shares,
the distributor may offer to pay a fee from its own assets to financial
institutions as financial assistance for providing substantial marketing and
sales support. The support may include sponsoring sales, educational and
training seminars for their employees, providing sales literature, and
engineering computer software programs that emphasize the attributes of the
Fund. Such assistance will be predicated upon the amount of Shares the financial
institution sells or may sell, and/or upon the type and nature of sales or
marketing support furnished by the financial institution. Any payments made by
the distributor may be reimbursed by the Fund's Adviser or its affiliates.
ADMINISTRATION OF THE FUND
                            ADMINISTRATIVE SERVICES
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund. Federated Administrative
Services provides these at an annual rate which relates to the average aggregate
daily net assets of all Federated Funds as specified below:
               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
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, P.O. Box 8600, Boston, Massachusetts 02266-
8600, is custodian for the securities and cash of the Fund. Foreign instruments
purchased by the Fund are held by foreign banks participating in a network
coordinated by State Street Bank.
                  TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600, is
transfer agent for the Shares of the Fund, and dividend disbursing agent for the
Fund.
                              INDEPENDENT AUDITORS
The independent auditors for the Fund are Ernst & Young LLP, One Oxford Centre,
Pittsburgh, Pennsylvania 15219.
EXPENSES OF THE FUND AND CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
Holders of Class A Shares, Class B Shares, and Class C Shares pay their
allocable portion of Corporation and portfolio expenses.
The Corporation expenses for which holders of Class A Shares, Class B Shares,
and Class C Shares pay their allocable portion include, but are not limited to:
the cost of organizing the Corporation and continuing its existence; registering
the Corporation with federal and state securities authorities; Directors' fees;
auditors' fees; the cost of meetings of Directors; legal fees of the
Corporation; association membership dues; and such non-recurring and
extraordinary items as may arise from time to time.
The portfolio expenses for which holders of Class A Shares, Class B Shares, and
Class C Shares pay their allocable portion include, but are not limited to:
registering the portfolio and Class A Shares, Class B Shares, and Class C Shares
of the portfolio; investment advisory services; taxes and commissions; custodian
fees; insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise from time to time.
At present, the only expenses which are allocated specifically to Class A
Shares, Class B Shares, and Class C Shares as classes are expenses under the

Corporation's Distribution Plan and fees for Shareholder Services. However, the
Directors reserve the right to allocate certain other expenses to holders of
Class A Shares, Class B Shares and Class C Shares as they deem appropriate
("Class Expenses"). In any case, Class Expenses would be limited to:
distribution fees; transfer agent fees as identified by the transfer agent as
attributable to holders of Class A Shares, Class B Shares, and Class C Shares;
printing and postage expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxies to current shareholders;
registration fees paid to the Securities and Exchange Commission and to state
securities commissions; expenses related to administrative personnel and
services as required to support holders of Class A Shares, Class B Shares, and
Class C Shares; legal fees relating solely to Class A Shares, Class B Shares, or
Class C Shares; and Directors' fees incurred as a result of issues related
solely to Class A Shares, Class B Shares, or Class C Shares.
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
Directors.
                            SHAREHOLDER INFORMATION
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote. All Shares of each Fund or

class in the Corporation have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.
As a Maryland corporation, the Corporation is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Corporation's or the Fund's operation and for the election of
Directors under certain circumstances.
Directors may be removed by the Directors or by shareholders at a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Corporation's
outstanding shares of all series entitled to vote.
                                TAX INFORMATION
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Code applicable to regulated investment companies and to receive the
special tax treatment afforded to such companies. However, the Fund 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
Fund upon disposition of PFIC investments.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Corporation's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Investment income received by the Fund from sources within foreign countries may
be subject to foreign taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that entitle the Fund to
reduced tax rates or exemptions on this income. The effective rate of foreign
tax cannot be predicted since the amount of Fund assets to be invested within

various countries is unknown. However, the Fund intends to operate so as to
qualify for treaty-reduced tax rates where applicable.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any
dividends earned in an IRA or qualified retirement plan until distributed.
Due to differences in the book and tax treatment of fixed income securities
denominated in foreign currencies, it is difficult to project currency effects
on an interim basis. Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be
designated as a return of capital, rather than income, for income tax purposes,
which may be of particular concern to simple trusts.
If more than 50% of the value of the Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns. The Code may
limit a shareholder's ability to claim a foreign tax credit. Furthermore,
shareholders who elect to deduct their portion of the Fund's foreign taxes
rather than take the foreign tax credit must itemize deductions on their income
tax returns.
PENNSYLVANIA PERSONAL PROPERTY TAXES
Shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
                            PERFORMANCE INFORMATION

From time to time, the Fund advertises its total return and yield for each class
of Shares.
Total return represents the change, over a specific period of time, in the value
of an investment in each class of Shares after reinvesting all income and
capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage.
The yield of each class of Shares is calculated by dividing the net investment
income per share (as defined by the Securities and Exchange Commission) earned
by each class of Shares over a thirty-day period by the maximum offering price
per share of each class on the last day of the period. This number is then
annualized using semi-annual compounding. The yield does not necessarily reflect
income actually earned by each class of Shares and, therefore, may not correlate
to the dividends or other distributions paid to shareholders.
The performance information reflects the effect of non-recurring charges, such
as the maximum sales load or contingent deferred sales charges, which, if
excluded, would increase the total return and yield.
Total return and yield will be calculated separately for Class A Shares, Class B
Shares, and Class C Shares. Expense differences among Class A Shares, Class B
Shares, and Class C Shares may affect the performance of each class.
From time to time, advertisements for Class A Shares, Class B Shares, and Class
C Shares of the Fund may refer to ratings, rankings, and other information in
certain financial publications and/or compare the performance of Class A Shares,
Class B Shares, and Class C Shares to certain indices.



                                FEDERATED EMERGING MARKETS FUND
                                (A portfolio of World Investment Series, Inc.)

                                Class A Shares
                                Class B Shares
                                Class C Shares





                                      Combined Prospectus
                                  An Open-End, Diversified Management
                                  Investment Company

                                  February 13, 1996











         FEDERATED SECURITIES CORP.

          Distributor
          A subsidiary of FEDERATED INVESTORS
          Cusip #s
                    ---------
          Federated Investors Tower
          Pittsburgh, PA  15222-3779


FEDERATED EMERGING MARKETS FUND
(A portfolio of World Investment Series, Inc.)

Class A Shares

Prospectus


The Class A Shares of Federated Emerging Markets Fund (the "Fund") represent
interests in a diversified portfolio of World Investment Series, Inc. (the
"Corporation"), an open-end management investment company (a mutual fund). The
investment objective of the Fund is to provide long-term growth of capital.  Any
income received from the portfolio is incidental.  The Fund pursues its
investment objective by investing primarily in a professionally managed
portfolio of securities of issuers and companies domiciled in or having primary
operations in emerging markets.
THE CLASS A 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 CLASS A SHARES INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
This prospectus contains the information you should read and know before you
invest in the Class A Shares of the Fund. Keep this prospectus for future
reference.
The Fund has also filed a Combined Statement of Additional Information for Class
A Shares, Class B Shares, and Class C Shares dated February 13, 1996, 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, which is in paper form only, or a paper copy of this prospectus, if
you have received your prospectus electronically, free of charge by calling 1-
800-235-4669. To obtain other information or to make inquiries about the Fund,
contact your financial institution.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated February 13, 1996

Table of Contents will be generated
when document is complete.

                            SUMMARY OF FUND EXPENSES
                        FEDERATED EMERGING MARKETS FUND

                                 CLASS A SHARES
                        SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
      5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)        0.00%
Redemption Fee (as a percentage of amount redeemed, if applicable)    None
Exchange Fee...............................................   None

                    ANNUAL CLASS A SHARES OPERATING EXPENSES
               (As a percentage of projected average net assets)*
Management Fee (after waiver)(2)...........................      %
12b-1 Fee (3)..............................................      %
Total Other Expenses.......................................      %
       Shareholder Services Fee ...................      %
          Total Class A Shares Operating Expenses (4)......      %
    (1)   Class A Shares purchased with the proceeds of a redemption of shares
      of an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)   The estimated Management Fee has been reduced to reflect the
      anticipated voluntary waiver of a portion of the management fee.  The

      adviser can terminate this anticipated voluntary waiver at any time at
      its sole discretion.  The maximum management fee is      %.
                                                          -----
    (3)   Class A Shares have no present intention of paying or accruing the
      12b-1 fee during the fiscal year ending November 30, 1996.  If Class A
      Shares were paying or accruing the 12b-1 fee, Class A Shares would be
      able to pay up to 0.25% of its average daily net assets for the 12b-1
      fee.  See "Corporation Information."
    (4)   The Total Class A Shares Operating Expenses are estimated to be
            % absent the anticipated voluntary waiver of a portion of the
      ------
      Management Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.
  The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of Class A Shares will bear,
either directly or indirectly.  For more complete descriptions of the various
costs and expenses, see "What Shares Cost" and "Corporation Information."  Wire-
transferred redemptions of less than $5,000 may be subject to additional fees.

EXAMPLE                                           1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

The above example should not be considered a representation of past or future
expenses.  Actual expenses may be greater or less than those shown.  This

example is based on estimated data for the Class A Shares' fiscal year ending
November 30, 1996.



                              GENERAL INFORMATION
The Corporation was established under the laws of the State of Maryland on
January 25, 1994.  The Corporation's address is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779.  The Articles of Incorporation permit the
Corporation to offer separate series of shares representing interests in
separate portfolios of securities. As of the date of this prospectus, the Board
of Directors (the "Directors") has established three classes of shares for the
Fund, known as Class A Shares, Class B Shares, and Class C Shares.  This
prospectus relates only to Class A Shares (the "Shares") of the Fund.
Shares of the Fund are designed for individuals and institutions seeking long-
term growth of capital by investing primarily in a portfolio of common stocks of
emerging market companies.
For information on how to purchase Shares of the Fund, please refer to "How to
Purchase Shares." The minimum initial investment for Class A Shares is $500.
However, the minimum initial investment for a retirement account is $50.
Subsequent investments must be in amounts of at least $100, except for
retirement plans which must be in amounts of at least $50.
In general, Class A Shares are sold at  net asset value plus the applicable
sales load and are redeemed at net asset value. However, a contingent deferred
sales charge is imposed under certain circumstances. For a more complete
description, see "How to Redeem Shares."
In addition, the Fund pays a shareholder services fee at an annual rate not to
exceed 0.25% of average daily net assets.

Investors should be aware of the following general observations. The Fund may
make certain investments and employ certain investment techniques that involve
risks, including, but not limited to, entering into repurchase agreements,
lending portfolio securities, investing in restricted and illiquid securities,
investing in securities on a when-issued and delayed delivery basis, writing
call options and investing in foreign securities.
The Fund's current net asset value and offering price can be found in the mutual
funds section of local newspapers under "Federated Liberty Funds."
                            LIBERTY FAMILY OF FUNDS
This Fund is a member of a family of mutual funds, collectively known as the
Liberty Family of Funds. The other funds in the Liberty Family of Funds are:
   o American Leaders Fund, Inc., providing growth of capital and income through
     high-quality stocks;
   o Capital Growth Fund, providing appreciation of capital primarily through
     equity securities;
   o Federated Asia Pacific Growth Fund, providing long-term growth of capital
     by investing in equity securities of companies located in Asia and the
     Pacific Rim;
   o Federated Bond Fund, providing current income through high-quality
     corporate debt;
   o Federated European Growth Fund, providing long-term growth of capital
     through investments primarily in the equity securities of European
     companies;
   o Federated Growth Strategies Fund, providing appreciation of capital
     primarily through equity securities of companies with prospects for above-
     average growth  in earnings and dividends;
   o Federated International Equity Fund, providing long-term capital growth and
     income through international securities;

   o Federated International Income Fund, providing a high level of current
     income consistent with prudent investment risk through high-quality debt
     securities denominated  primarily in foreign currencies;
   o Federated International Small Company Fund, providing long-term growth of
     capital by investing in equity securities of small foreign companies in
     developed and emerging markets.
   o Federated Latin American Growth Fund, providing long-term growth of capital
     by investing in equity securities of companies located in Latin America;
   o Federated Small Cap Strategies Fund, providing capital appreciation through
     common stocks of small capitalization companies;
   o Fund for U.S. Government Securities, Inc., providing current income through
     long-term U.S. government securities;
   o Liberty Equity Income Fund, Inc., providing above-average income and
     capital appreciation through income producing equity securities;
   o Liberty High Income Bond Fund, Inc., providing high current income through
     high-yielding, lower-rated corporate bonds;
   o Liberty Municipal Securities Fund, Inc., providing a high level of current
     income exempt from federal regular income tax through municipal bonds;
   o Liberty U.S. Government Money Market Trust, providing current income
     consistent with stability of principal through high-quality U.S. government
     securities;
   o Liberty Utility Fund, Inc., providing current income and long-term growth
     of  income, primarily through electric, gas, and communications utilities;
   o Limited Term Fund, providing a high level of current income consistent with
     minimum fluctuation in principal value through investment grade securities;
   o Limited Term Municipal Fund, providing a high level of current income
     exempt from federal regular income tax consistent with the preservation of
     principal,  primarily limited to municipal securities;

   o Michigan Intermediate Municipal Trust, providing current income exempt from
     federal regular income tax and the personal income taxes imposed by the
     state  of Michigan and Michigan municipalities, primarily through Michigan
     municipal  securities;
   o Pennsylvania Municipal Income Fund, providing current income exempt from
     federal regular income tax and the personal income taxes imposed by the
     Commonwealth of Pennsylvania, primarily through Pennsylvania municipal
     securities;
   o Strategic Income Fund, providing a high level of current income, primarily
     through domestic and foreign corporate debt obligations;
   o Tax-Free Instruments Trust, providing current income consistent with
     stability of principal and exempt from federal income tax, through high-
     quality, short-term municipal securities; and
   o World Utility Fund, providing total return primarily through securities
     issued by domestic and foreign companies in the utilities industries.
Prospectuses for these funds are available by writing to Federated Securities
Corp.
Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.
The Liberty Family of Funds provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing the
investment services of proven, professional investment advisers.
Shareholders of Class A Shares who have been designated as Liberty Life Members
are exempt from sales loads on future purchases in and exchanges between the
Class A Shares of any funds in the Liberty Family of Funds, as long as they
maintain a $500 balance in one of the Liberty Funds.
                             INVESTMENT INFORMATION

INVESTMENT OBJECTIVE
The investment objective of the Fund is to provide long-term growth of capital.
Any income received from the portfolio is incidental. The investment objective
cannot be changed without approval of shareholders. While there is no assurance
that the Fund will achieve its investment objective, it endeavors to do so by
following the investment policies described in this prospectus.
INVESTMENT POLICIES
The Fund pursues its investment objective by investing primarily in a
professionally managed and diversified portfolio of securities of issuers and
companies located in countries having emerging markets.  Under normal market
conditions, the Fund intends to invest at least 65% of its total assets in
equity securities of issuers and companies located in countries having emerging
markets.
The Fund expects to diversify investments across emerging markets in Latin
America, Asia, Europe, the Middle East and Africa. The Fund intends to allocate
its investments among at least three countries at all times and does not expect
to concentrate investments in any particular industry.
Unless indicated otherwise, the investment policies of the Fund may be changed
by the Directors without the approval of shareholders. Shareholders will be
notified before any material changes in these policies become effective.
                                EMERGING MARKETS
In managing the Fund's portfolio, the Fund's investment adviser considers
countries having emerging markets to be all countries that are generally
considered have developing or emerging markets or economies.  Furthermore, the
Fund's investment adviser considers emerging market countries to be all
countries considered by the International Bank for Reconstruction and
Development (more commonly known as the World Bank) and the International
Finance Corporation, as well as countries that are classified by the United
Nations or otherwise regarded by their authorities, as developing.

Generally included in emerging markets are all countries in the world except
Australia, Canada, Japan, New Zealand, the United States, and most western
European countries.  The Fund will focus on countries which the investment
adviser believes to have strongly developing economies and markets.  Under
normal circumstances the Fund will invest at least 65% of its total assets in,
among others, the following countries:  Argentina, Bolivia, Botswana, Brazil,
Chile, China, Colombia, Cyprus, Czech Republic, Ecuador, Egypt, Ghana, Greece,
Hong Kong, Hungary, India, Indonesia, Jamaica, Jordan, Kenya, Korea, Malaysia,
Mauritius, Mexico, Morocco, Nigeria, Oman, Pakistan, Peru, Philippines, Poland,
Portugal, Russia, Singapore, Slovakia, South Africa, Sri Lanka, Swaziland,
Taiwan, Thailand, Tunisia, Turkey, Uruguay, Venezuela, and Zimbabwe. The Fund
may invest in countries other than those defined above, if, in the opinion of
the Fund's investment adviser, they are considered to be emerging markets.
While the investment adviser considers the above-mentioned countries eligible
for investment, the Fund will not be invested in all such markets at all times.
Furthermore, the Fund may not pursue investment in such countries due to lack of
adequate custody of the Fund's assets, overly burdensome restrictions and
repatriation, lack of an organized and liquid  market, or unacceptable political
or other risks.
Emerging markets companies are defined as (i) those for which the principal
securities trading market is an emerging market country, as described above;
(ii) those which are organized under the laws of, or with a principal office in,
an emerging market country; or (iii) those, wherever organized or traded, who
derive (directly or indirectly through subsidiaries) at least 50% of their total
assets, capitalization, gross revenue or profit from its most current year from
goods produced, services performed, or sales made in such emerging market
countries.
                             ACCEPTABLE INVESTMENTS

The equity securities in which the Fund may invest include common stock,
preferred stock (either convertible or non-convertible), sponsored or
unsponsored depositary receipts or shares, and warrants, including other
substantially similar forms of equity with comparable risk characteristics as
well as other forms which may be developed in the future.  Securities may be
purchased on securities exchanges, traded over-the-counter, or have no organized
market.  The Fund may also purchase corporate and government fixed income
securities denominated in currencies other than U.S. dollars; enter into forward
commitments, repurchase agreements and foreign currency transactions; maintain
reserves in foreign or U.S. money market instruments; and purchase options and
financial futures contracts.
                             COMMON AND PREFERRED STOCK
Stocks represent shares of ownership in a company.  Generally, preferred stock
has a specified dividend and ranks after bonds and before common stocks in its
claim on income for dividend payments and on assets should the company be
liquidated.  After other claims are satisfied, common stockholders participate
in company profits on a pro rata basis; profits may be paid out in dividends or
reinvested in the company to help it grow.  Increases and decreases in earnings
are usually reflected in a company's stock price, so common stocks generally
have the greatest appreciation and depreciation potential of all corporate
securities.  While most preferred stocks pay a dividend, the Fund may purchase
preferred stock where the issuer has omitted, or is in danger of omitting,
payment of its dividend.  Such investments would be made primarily for their
capital appreciation potential.
In selecting securities, the investment adviser typically evaluates industry
trends, a company's financial strength, its competitive position in domestic and
export markets, technology, recent developments and profitability, together with
overall growth prospects.  Other considerations generally include quality and
depth of management, government regulation, and availability and cost of labor

and raw materials.  Investment decisions are made without regard to arbitrary
criteria as to minimum asset size, debt-equity ratios or dividend history of
portfolio companies.
                                DEPOSITARY RECEIPTS
The Fund may invest in foreign issuers by purchasing sponsored or unsponsored
securities representing underlying international securities such as American
Depositary Receipts ("ADRs"), American Depositary Shares ("ADSs"), European
Depositary Receipts ("EDRs"), Global Depositary Receipts ("GDRs"), Global
Depositary Certificates ("GDCs"), International Depositary Receipts ("IDRs"),
and Russian Depositary Certificates ("RDCs") or securities convertible into
foreign equity securities.  ADRs and ADSs typically are issued by a United
States bank or trust company and evidence ownership of underlying securities
issued by a foreign corporation.  EDRs, which are sometimes referred to as
Continental Depositary Receipts ("CDRs"), GDRs, GDCs, IDRs and RDCs are
typically issued by foreign banks or trust companies, although they also may be
issued by United States banks or trust companies, and evidence ownership of
underlying securities issued by either a foreign or a United States corporation.
ADRs, ADSs, CDRs, EDRs, GDRs, GDCs, IDRs, and RDCs are collectively known as
"Depositary Receipts."  Depositary Receipts may be available for investment
through "sponsored" or "unsponsored" facilities.  A sponsored facility is
established jointly by the issuer of the security underlying the receipt and a
depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's underlying security.
Holders of an unsponsored Depositary Receipt generally bear all the costs of the
unsponsored facility.  The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received from the
issuer of the deposited security or to pass through to the holders of the
receipts voting rights with respect to the deposited securities.
                                  DEBT SECURITIES

In pursuit of the Fund's objective of long-term growth of capital, the Fund may
invest up to 35% of its total assets in debt securities. Capital appreciation in
debt securities may arise as a result of favorable changes in the
creditworthiness of issuers, relative interest rate levels, or relative foreign
exchange rates. Any income received from debt securities will be incidental to
the Fund's objective of long-term growth of capital.  These debt obligations
consist of U.S. and foreign government securities and corporate debt securities,
including, but not limited to, Samurai and Yankee bonds, Eurobonds and
depositary receipts.  The issuers of such debt securities may or may not be
domiciled in emerging countries.
The debt securities in which the Fund may invest may be rated, at the time of
purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or Fitch
Investors Service ("Fitch") or Ba or lower by Moody's Investors Service, Inc.
("Moody's"), or, if unrated, are of comparable quality as determined by the
investment adviser. The prices of fixed income securities generally fluctuate
inversely to the direction of interest rates.
                               CONVERTIBLE SECURITIES
The Fund may invest in convertible securities rated, at the time of purchase, BB
or lower by S&P or Fitch or Ba or lower by Moody's, or, if unrated, are of
comparable quality as determined by the investment adviser.
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 bonds, convertible preferred stock or
debentures, units consisting of "usable" bonds and warrants or a combination of
the features of several of these securities.  The investment characteristics of
each convertible security vary widely, which allows convertible securities to be
employed for a variety of different investment strategies.  In selecting a
convertible security, the investment adviser evaluates the investment

characteristics of the convertible security as a fixed income investment, and
the investment potential of the underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
Due to restrictions on direct investment by foreign entities in certain foreign
countries, investments in other investment companies may be the most practical
or only manner in which the Fund can participate in the securities markets of
such countries.  The Fund may also invest in other investment companies for the
purpose of investing its short term cash on a temporary basis.  The Fund may
invest up to 10% of its total assets in the securities of other investment
companies. 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.  Restricted securities may be issued by new and early
stage companies which may include a high degree of business and financial risk
that can result in substantial losses.  As a result of the absence of a public
trading market for these securities, they may be less liquid than publicly
traded securities.  Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could be less than
those originally paid by the Fund, or less than what may be considered the fair
value of such securities.  Further, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection
requirements which might be applicable if their securities were publicly traded.
If such securities are required to be registered under the securities laws of
one or more jurisdictions before being resold, the Fund may be required to bear

the expense of registration.  The Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Directors to be liquid, over-the counter options, swap agreements not determined
to be liquid, and repurchase agreements providing for settlement in more than
seven days after notice, to 15% of its net assets.
                               REPURCHASE AGREEMENTS
The Fund may invest in repurchase agreements.  Repurchase agreements are
arrangements by which the Fund purchases a security for cash and obtains a
simultaneous commitment from the seller (usually a bank or broker/dealer) to
repurchase the security at an agreed-upon price and specified future date.  The
repurchase price reflects an agreed-upon interest rate for the time period of
the agreement.  The Fund's risk is the inability of the seller to pay the
agreed-upon price on the delivery date.  However, this risk is tempered by the
ability of the Fund to sell the security in the open market in the case of a
default.  In such a case, the Fund may incur costs in disposing of the security
which would increase Fund expenses.  The investment adviser will monitor the
creditworthiness of the firms with which the Fund enters into repurchase
agreements.


                   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 different times in the future. 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 investment
adviser deems it appropriate to do so. In addition, the Fund may enter into
transactions to sell its purchase commitments to third parties at current market
values and simultaneously acquire other commitments to purchase similar
securities at later dates.  The Fund may realize short-term profits or losses
upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend portfolio securities
on a short-term or long-term basis, 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
investment adviser has determined are creditworthy under guidelines established
by the Directors and will receive collateral in the form of cash or U.S.
government securities equal to at least 100% of the value of the securities
loaned at all times.
There is the risk that when lending portfolio securities, the securities may not
be available to the Fund on a timely basis and the Fund may, therefore, lose the
opportunity to sell the securities at a desirable price.  In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.
                               TEMPORARY INVESTMENTS
For temporary defensive purposes, when the investment adviser determines that
market conditions warrant (up to 100% of total assets) and to maintain liquidity
(up to 20% of total assets), the Fund may invest in U.S. and foreign debt
instruments as well as cash or cash equivalents, including foreign and domestic
money market instruments, short-term government and corporate obligations, and
repurchase agreements.
                                FORWARD COMMITMENTS

Forward commitments are contracts to purchase securities for a fixed price at a
date beyond customary settlement time.  The Fund may enter into these contracts
if liquid securities in amounts sufficient to meet the purchase price are
segregated on the Fund's records at the trade date and maintained until the
transaction has been settled.  Risk is involved if the value of the security
declines before settlement.  Although the Fund enters into forward commitments
with the intention of acquiring the security, it may dispose of the commitment
prior to settlement and realize short-term profit or loss.


                           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 (i.e., 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.  Further,
the Fund may be affected either unfavorably or favorably by fluctuations in the
relative rates of exchange between the currencies of different nations.  Cross-
hedging transactions by the Fund involve the risk of imperfect correlation
between changes in the values of the currencies to which such transactions

relate and changes in the value of the currency or other asset or liability that
is the subject of the hedge.
                    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 60 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
investment adviser will consider the likelihood of changes in currency values
when making investment decisions, the investment 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 value of the Fund's assets denominated in that currency at the time the

contract was initiated, but as consistent with their other investment policies
and as not otherwise limited in their ability to use this strategy.
                                      OPTIONS
The Fund may deal in options on foreign currencies, securities, and securities
indices, and on futures contracts involving these items, which options may be
listed for trading on an international securities exchange or traded over-the-
counter.  The Fund may use options to manage interest rate and currency risks.
The Fund may also write covered call options and secured put options to generate
income or lock in gains.  The Fund may write covered call options and secured
put options on up to 25% of its net assets and may purchase put and call options
provided that no more than 5% of the fair market value of its net assets may be
invested in premiums on such options.
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 the 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 nonperformance 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.
It is not certain that a secondary market for positions in options, or futures
contracts (see below), 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.
                           FUTURES AND OPTIONS ON FUTURES
The Fund may enter into futures contracts involving foreign currency,
securities, and securities indices, or options thereon, for bona fide hedging
purposes.  The Fund may also enter into such futures contracts or related
options for purposes other than bona fide hedging if the aggregate amount of
initial margin deposits exclusive of the margin needed for foreign currency
hedging, on the Fund's futures and related options positions would not exceed 5%
of the net liquidation value of the Fund's assets, provided further that in the
case of an option that is in-the-money at the time of the purchase, the in-the-
money amount may be excluded in calculating the 5% limitation.  In addition, the
Fund may not sell futures contracts if the value of such futures contracts
exceeds the total market value of the Fund's portfolio securities.  Futures
contracts and options thereon sold by the Fund are generally subject to
segregation and coverage requirements established by either the Commodities
Futures Trading Commission ("CFTC") or the Securities and Exchange Commission
("SEC"), with the result that, if the Fund does not hold the instrument
underlying the futures contract or option, the Fund will be required to
segregate on an ongoing basis with its custodian cash, U.S. government

securities, or other liquid high grade debt obligations in an amount at least
equal to the Fund's obligations with respect to such instruments.
The Fund may enter into securities index futures contracts and purchase and
write put and call options on securities index futures contracts that are traded
on regulated exchanges, including non-U.S. exchanges, to the extent permitted by
the CFTC.  Securities index futures contracts are based on indexes that reflect
the market value of securities 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 enter into securities index futures contracts to sell a securities
index in anticipation of or during a market decline to attempt to offset the
decrease in market value of securities in its portfolio that might otherwise
result.  When the Fund is not fully invested and anticipates a significant
market advance, it may enter into futures contracts to purchase the index in
order to gain rapid market exposure that may in part or entirely offset
increases in the cost of securities that it intends to purchase.  In many of
these transactions, the Fund will purchase such securities upon termination of
the futures position but, depending on market conditions, a futures position may
be terminated without the corresponding purchases of common stock.  The Fund may
also invest in securities index futures contracts when the investment adviser
believes such investment is more efficient, liquid, or cost-effective than
investing directly in the securities underlying the index.
An option on a securities index futures contract gives the purchaser the right,
in return for the premium paid, to assume a position in a securities index
futures contract.  The Fund may purchase and write put and call options on
securities index futures contracts in order to hedge all or a portion of its
investment and may enter into closing purchase transactions with respect to

written options in order to terminate existing positions.  There is no guarantee
that such closing transactions can be effected.  The Fund may also invest in
options on securities index futures contracts when the investment adviser
believes such investment is more efficient, liquid or cost-effective than
investing directly in the futures contract or in the securities underlying the
index, or when the futures contract or underlying securities are not available
for investment upon favorable terms.
The use of futures and related options involves special consideration and risks,
for example, (1) the ability of the Fund to utilize futures successfully will
depend on the investment adviser's ability to predict pertinent market
movements; (2) there might be imperfect correlation, or even no correlation,
between the change in market value of the securities held by the Fund and the
prices of the futures and options thereon relating to the securities purchased
or sold by the Fund.  The use of futures and related options may reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements but they can also reduce the opportunity for gain by offsetting the
positive effect of favorable price movements in positions.  No assurance can be
given that the investment adviser's judgment in this respect will be correct.
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.
New futures contracts, options thereon, and other financial products and risk
management techniques continue to be developed.  The Fund may use these
investments and techniques to the extent consistent with its investment
objectives and regulatory and federal tax considerations.

                                  SWAP AGREEMENTS
As one way of managing its exposure to different types of investments, the Fund
may enter into interest rate swaps, currency swaps, and other types of swap
agreements such as caps, collars, and floors.  Depending on how they are used,
swap agreements may increase or decrease the overall volatility of the Fund's
investments, its share price and yield.
Swap agreements are sophisticated hedging instruments that typically involve a
small investment of cash relative to the magnitude of risks assumed.  As a
result, swaps can be highly volatile and may have a considerable impact on the
Fund's performance.  Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates.  The Fund may also suffer losses
if it is unable to terminate outstanding swap agreements to reduce its exposure
through offsetting transactions.  When the Fund enters into a swap agreement,
assets of the Fund equal to the value of the swap agreement will be segregated
by the Fund.
                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
Investing in non-U.S. securities carries substantial risks in addition to those
associated with domestic investments.  In an attempt to reduce some of these
risks, the Fund diversifies its investments broadly among foreign countries
which may include both developed and developing countries.
The Fund may take advantage of the unusual opportunities for higher returns
available from investing in developing countries.  These investments carry
considerably more volatility and risk because they generally are associated with
less mature economies and less stable political systems.
The economies of foreign countries may differ from the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, currency
depreciation, capital reinvestment, resource self-sufficiency, and balance of
payments position.  Further, the economies of developing countries generally are

heavily dependent on international trade and, accordingly, have been, and may
continue to be, adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values, and other protectionist measures
imposed or negotiated by the countries with which they trade.  These economies
also have been, and may continue to be, adversely affected by economic
conditions in the countries with which they trade.
Prior governmental approval for foreign investments may be required under
certain circumstances in some countries, and the extent of foreign investment in
certain debt securities and domestic companies may be subject to limitation.
Foreign ownership limitations also may be imposed by the charters of individual
companies to prevent, among other concerns, violation of foreign investment
limitations.
Repatriation of investment income, capital, and the proceeds of sales by foreign
investors may require governmental registration and/or approval in some
countries.  The Fund could be adversely affected by delays in, or a refusal to
grant, any required governmental registration or approval for such repatriation.
Any investment subject to such repatriation controls will be considered illiquid
if it appears reasonably likely that this process will take more than seven
days.
With respect to any foreign country, there is the possibility of
nationalization, expropriation or confiscatory taxation, political changes,
governmental regulation, social instability or diplomatic developments
(including war) which could affect adversely the economies of such countries or
the value of the Fund's investments in those countries.  In addition, it may be
difficult to obtain and enforce a judgment in a court outside of the United
States.
Brokerage commissions, custodial services, and other costs relating to
investment may be more expensive than in the United States.  Foreign markets may
have different clearance and settlement procedures such as requiring payment for

securities before delivery. In certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions.  The inability
of the Fund to make intended security purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities.  Inability to
dispose of a portfolio security due to settlement problems could result either
in losses to the Fund due to subsequent declines in value of the portfolio
security or, if the Fund has entered into a contract to sell the security, could
result in possible liability to the purchaser.
CURRENCY RISKS.  Because the majority of 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 Fund assets denominated in the currency will increase; correspondingly,
if the value of a foreign currency declines against the U.S. dollar the value of
Fund assets denominated in that currency will decrease.  Under the United States
Internal Revenue Code, as amended (the "Code"), the Fund is required to
separately account for the foreign currency component of gains or losses, which
will usually be viewed under the Code as items of ordinary and distributable
income or loss, thus affecting the Fund's distributable income. (See "Federal
Income Tax").
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 Fund values its assets
daily in U.S. dollars, the Fund will not convert its holdings of foreign
currencies to U.S. dollars daily. When the Fund converts its holdings to another

currency, it may incur conversion costs. Foreign exchange dealers may realize a
profit on the difference between the price at which they buy and sell
currencies.
FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
companies include:
    . less publicly available information about foreign issuers;
    . credit risks associated with certain foreign governments;
    . the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
    . less readily available market quotations on foreign issues;
    . differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
    . differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
    . the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
    . the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
    . foreign brokerage commissions may be higher;
    . unreliable mail service between countries;
    . political or financial changes which adversely affect investments in some
      countries;
    . increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
    . certain markets may require payment for securities before delivery;
    . religious and ethnic instability; and

    . certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
discouraged or restricted certain investments abroad by investors such as the
Fund.  Investors are advised that when such policies are instituted, the Fund
will abide by them.
                    RISK CONSIDERATIONS IN  EMERGING MARKETS
Investing in securities of issuers in emerging market countries involves
exposure to significantly higher risk than investing in countries with developed
markets. Emerging market countries may have economic structures that are
generally less diverse and mature and political systems that can be expected to
be less stable than those of developed countries.
Securities prices in emerging market countries can be significantly more
volatile than in developed countries, reflecting the greater uncertainties of
investing in lesser developed markets and economies. In particular, emerging
market countries may have relatively unstable governments, and may present the
risk of nationalization of businesses, expropriation, confiscatory taxation or,
in certain instances, reversion to closed market, centrally planned economies.
Such countries may also have restrictions on foreign ownership or prohibitions
on the repatriation of assets, and may have less protection of property rights
than developed countries.
The economies of emerging market countries may be predominantly based on only a
few industries or dependent on revenues from particular commodities or on
international aid or development assistance, may be highly vulnerable to changes
in local or global trade conditions, and may suffer from extreme and volatile
debt burdens or inflation rates. In addition, securities markets in emerging
market countries may trade a small number of securities and may be unable to
respond effectively to increases in trading volume, potentially resulting in a

lack of liquidity and in volatility in the price of securities traded on those
markets. Also, securities markets in emerging market countries typically offer
less regulatory protection for investors.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES
The debt securities in which the Fund invests are usually not in the three
highest rating categories of a nationally recognized statistical rating
organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for Moody's), but
are in the lower rating categories or are unrated, but are of comparable quality
and have speculative characteristics or are speculative.  Lower-rated bonds or
unrated bonds are commonly referred to as "junk 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 debt securities
rated in the lowest rating category.  A description of the rating categories is
contained in the Appendix to the Combined Statement of Additional Information.
Debt obligations that are not determined to be investment grade are high-yield,
high-risk bonds, typically subject to greater market fluctuations and greater
risk of loss of income and principal due to an issuer's default.  To a greater
extent than investment grade bonds, lower-rated bonds tend to reflect short-term
corporate, economic, and market developments, as well as investor perceptions of
the issuer's credit quality.  In addition, lower-rated bonds  may be more
difficult to dispose of or to value than higher-rated, lower-yielding bonds.
The Fund's investment adviser attempts to reduce the risks described above
through diversification of the portfolio and by credit analysis of each issuer
as well as by monitoring broad economic trends and corporate and legislative
developments.
INVESTMENT LIMITATIONS
The Fund will not:
   o borrow money directly or through reverse repurchase agreements
     (arrangements in  which the Fund sells a portfolio instrument for a

     percentage of its cash value with an agreement to buy it back on a set
     date) or pledge securities except,  under certain circumstances, the Fund
     may borrow up to one-third of the value  of its total assets and pledge its
     assets to secure such borrowings; or
   o with respect to 75% of its total assets, invest more than 5% of the value
     of  its total assets in securities of any one issuer (other than cash, cash
     items, or securities issued or guaranteed by the U.S. government and its
     agencies or instrumentalities, and repurchase agreements collateralized by
     such securities) or acquire more than 10% of the outstanding voting
     securities of any one  issuer.
The above investment limitations cannot be changed without shareholder approval.
                                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 Class A Shares in the market value of
all securities and other assets of the Fund, subtracting the interest of Class A
Shares in the liabilities of the Fund and those attributable to Class A Shares,
and dividing the remainder by the total number of Class A Shares outstanding.
The net asset value for Class A Shares may differ from that of Class B Shares
and Class C Shares due to the variance in daily net income realized by each
class. Such variance will reflect only accrued net income to which the
shareholders of a particular class are entitled.
The net asset value is determined as of the close of trading (normally 4:00
p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
except on: (i) days on which there are not sufficient changes in the value of
the Fund's portfolio securities that its net asset value might be materially
affected; (ii) days during which no Shares are tendered for redemption and no
orders to purchase Shares are received; or (iii) the following holidays: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day.

                             HOW TO PURCHASE SHARES
Shares of the Fund are sold on days on which the New York Stock Exchange is
open. Shares of the Fund may be purchased as described below, either through a
financial institution (such as a bank or broker/dealer which has a sales
agreement with the distributor) or by wire or by check directly to the Fund,
with a minimum initial investment of $500. Additional investments can be made
for as little as $100. The minimum initial and subsequent investment for
retirement plans is only $50. (Financial institutions may impose different
minimum investment requirements on their customers.)
In connection with any sale, Federated Securities Corp. may from time to time
offer certain items of nominal value to any shareholder or investor. The Fund
reserves the right to reject any purchase request. An account must be
established at a financial institution or by completing, signing, and returning
the new account form available from the Fund before Shares can be purchased.
WHAT SHARES COST
Shares are sold at their net asset value next determined after an order is
received, plus a sales load as follows:
                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION          PRICE       INVESTED     OFFERING PRICE
    Less than $50,000       5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%    4.00%
    $100,000 but less than $250,000      3.75%          3.90%    3.25%
    $250,000 but less than $500,000      2.50%          2.56%    2.25%
    $500,000 but less than $1 million    2.00%          2.04%    1.80%
$1 million or greater       0.00%        0.00%          0.25%*
* See sub-section entitled "Dealer Concession."

No sales load is imposed for Shares purchased through bank trust departments,
investment advisers registered under the Investment Advisers Act of 1940, as
amended, or retirement plans where the third party administrator has entered
into certain arrangements with Federated Securities Corp. or its affiliates, or
to shareholders designated as Liberty Life Members. However, investors who
purchase Shares through a trust department, investment adviser, or retirement
plan may be charged an additional service fee by the institution. Additionally,
no sales load is imposed for Shares purchased through "wrap accounts" or similar
programs, under which clients pay a fee or fees for services.
                               DEALER CONCESSION
For sales of Shares, a dealer will normally receive up to 90% of the applicable
sales load. Any portion of the sales load which is not paid to a dealer will be
retained by the distributor. However, the distributor may offer to pay dealers
up to 100% of the sales load retained by it. Such payments may take the form of
cash or promotional incentives, such as reimbursement of certain expenses of
qualified employees and their spouses to attend informational meetings about the
Fund or other special events at recreational-type facilities, or items of
material value. In some instances, these incentives will be made available only
to dealers whose employees have sold or may sell a significant amount of Shares.
On purchases of $1 million or more, the investor pays no sales load; however,
the distributor will make twelve monthly payments to the dealer totaling 0.25%
of the public offering price over the first year following the purchase. Such
payments are based on the original purchase price of Shares outstanding at each
month end.
The sales load for Shares sold other than through registered broker/dealers will
be retained by Federated Securities Corp. Federated Securities Corp. may pay
fees to banks out of the sales load in exchange for sales and/or administrative
services performed on behalf of the bank's customers in connection with the
initiation of customer accounts and purchases of Shares.

                     REDUCING OR ELIMINATING THE SALES LOAD
The sales load can be reduced or eliminated on the purchase of Shares through:
   o quantity discounts and accumulated purchases;
   o concurrent purchases;
   o signing a 13-month letter of intent;
   o using the reinvestment privilege; or
   o purchases with proceeds from redemptions of unaffiliated investment company
     shares.
                  QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
As shown in the table above, larger purchases reduce the sales load paid. The
Fund will combine purchases of Shares made on the same day by the investor, the
investor's spouse, and the investor's children under age 21 when it calculates
the sales load. In addition, the sales load, if applicable, is reduced for
purchases made at one time by a trustee or fiduciary for a single trust estate
or a single fiduciary account.
If an additional purchase of Shares is made, the Fund will consider the previous
purchases still invested in the Fund. For example, if a shareholder already owns
Shares having a current value at the public offering price of $30,000 and he
purchases $20,000 more at the current public offering price, the sales load on
the additional purchase according to the schedule now in effect would be 4.50%,
not 5.50%.
To receive the sales load reduction, Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution at the time the
purchase is made that Shares are already owned or that purchases are being
combined. The Fund will reduce the sales load after it confirms the purchases.
                              CONCURRENT PURCHASES
For purposes of qualifying for a sales load reduction, a shareholder has the
privilege of combining concurrent purchases of two or more funds in the Liberty
Family of Funds, the purchase price of which includes a sales load. For example,

if a shareholder concurrently invested $30,000 in one of the other funds in the
Liberty Family of Funds with a sales load, and $20,000 in this Fund, the sales
load would be reduced.
To receive this sales load reduction, Federated Securities Corp. must be
notified by the shareholder in writing or by his financial institution at the
time the concurrent purchases are made. The Fund will reduce the sales load
after it confirms the purchases.
                                LETTER OF INTENT
If a shareholder intends to purchase at least $50,000 of shares of the funds in
the Liberty Family of Funds (excluding money market funds) over the next 13
months, the sales load may be reduced by signing a letter of intent to that
effect. This letter of intent includes a provision for a sales load adjustment
depending on the amount actually purchased within the 13-month period and a
provision for the custodian to hold up to 5.50% of the total amount intended to
be purchased in escrow (in Shares) until such purchase is completed.
 The Shares held in escrow in the shareholder's account will be released upon
fulfillment of the letter of intent or the end of the 13-month period, whichever
comes first. If the amount specified in the letter of intent is not purchased,
an appropriate number of escrowed Shares may be redeemed in order to realize the
difference in the sales load.
While this letter of intent will not obligate the shareholder to purchase
Shares, each purchase during the period will be at the sales load applicable to
the total amount intended to be purchased. At the time a letter of intent is
established, current balances in accounts in any Shares of any fund in the
Liberty Family of Funds, excluding money market accounts, will be aggregated to
provide a purchase credit towards fulfillment of the letter of intent. Prior
trade prices will not be adjusted.
                             REINVESTMENT PRIVILEGE

If Shares in the Fund have been redeemed, the shareholder has the privilege,
within 120 days, to reinvest the redemption proceeds at the next-determined net
asset value without any sales load. Federated Securities Corp. must be notified
by the shareholder in writing or by his financial institution of the
reinvestment in order to eliminate a sales load. If the shareholder redeems his
Shares in the Fund, there may be tax consequences.
 PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT COMPANIES
Investors may purchase Shares at net asset value, without a sales load, with the
proceeds from the redemption of shares of an unaffiliated investment company
that were purchased or sold with a sales load or commission and were not
distributed by Federated Securities Corp. The purchase must be made within 60
days of the redemption, and Federated Securities Corp. must be notified by the
investor in writing, or by his financial institution, at the time the purchase
is made. From time to time, the Fund may offer dealers a payment of .50 of 1.00%
for Shares purchased under this program. If Shares are purchased in this manner,
Fund purchases will be subject to a contingent deferred sales charge for one
year from the date of purchase. Shareholders will be notified prior to the
implementation of any special offering as described above.
               PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
An investor may call his financial institution (such as a bank or an investment
dealer) to place an order to purchase Shares. Orders placed through a financial
institution are considered received when the Fund is notified of the purchase
order or when payment is converted into federal funds. Purchase orders through a
registered broker/dealer must be received by the broker before 4:00 p.m.
(Eastern time) and must be transmitted by the broker to the Fund before 5:00
p.m. (Eastern time) in order for Shares to be purchased at that day's price.
Purchase orders through other financial institutions must be received by the
financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
time) in order for Shares to be purchased at that day's price. It is the

financial institution's responsibility to transmit orders promptly. Financial
institutions may charge additional fees for their services.
                           PURCHASING SHARES BY WIRE
Once an account has been established, Shares may be purchased by wire by calling
the Fund. All information needed will be taken over the telephone, and the order
is considered received immediately. Payment for purchases which are subject to a
sales load must be received within three business days following the order.
Payment for purchases on which no sales load is imposed must be received before
3:00 p.m. (Eastern time) on the next business day following the order. Federal
funds should be wired as follows: State Street Bank and Trust Company, Boston,
Massachusetts; Attn: EDGEWIRE; For Credit to: (Fund Name) (Fund Class); (Fund
Number); Account Number; Trade Date and Order Number; Group Number or Dealer
Number; Nominee or Institution Name; and ABA Number 011000028. Shares cannot be
purchased by wire on holidays when wire transfers are restricted.
                           PURCHASING SHARES BY CHECK
Once an account has been established, Shares may be purchased by sending a check
made payable to the name of the Fund (designate class of Shares and account
number) to: Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600. Orders by mail are considered received when payment by check is
converted into federal funds (normally the business day after the check is
received).
SPECIAL PURCHASE FEATURES
                         SYSTEMATIC INVESTMENT PROGRAM
Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account at
an Automated Clearing House ("ACH") member and invested in the Fund at the net
asset value next determined after an order is received by the Fund, plus the

sales load, if applicable. Shareholders should contact their financial
institution or the Fund to participate in this program.
                                RETIREMENT PLANS
Fund Shares can be purchased as an investment for retirement plans or IRA
accounts. For further details, contact the Fund and consult a tax adviser.
                               EXCHANGE PRIVILEGE
Class A shareholders may exchange all or some of their Shares for Class A Shares
of other funds in the Liberty Family of Funds at net asset value. Shareholders
of Class A Shares may also exchange into certain other funds for which
affiliates of Federated Investors serve as investment adviser or principal
underwriter ("Federated Funds") which are sold with a sales load different from
that of the Fund's or with no sales load, and which are advised by subsidiaries
or affiliates of Federated Investors. These exchanges are made at net asset
value plus the difference between the Fund's sales load already paid and any
sales load of the Federated Fund into which the Shares are to be exchanged, if
higher. Neither the Fund nor any of the funds in the Liberty Family of Funds
imposes any additional fees on exchanges. Shareholders in certain other
Federated Funds may exchange their shares in the Federated Funds for Class A
Shares.
                           REQUIREMENTS FOR EXCHANGE
Shareholders using this privilege must exchange Shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made.
This privilege is available to shareholders resident in any state in which the
shares being acquired may be sold. Upon receipt of proper instructions and
required supporting documents, Shares submitted for exchange are redeemed and
proceeds invested in the same class of shares of the other fund. The exchange

privilege may be modified or terminated at any time. Shareholders will be
notified of the modification or termination of the exchange privilege.
Further information on the exchange privilege and prospectuses for the Liberty
Family of Funds are available by contacting the Fund.
                                TAX CONSEQUENCES
An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, a capital gain or loss may be
realized.
                               MAKING AN EXCHANGE
Instructions for exchanges for the Liberty Family of Funds or certain Federated
Funds may be given in writing or by telephone. Written instructions may require
a signature guarantee. Shareholders of the Fund may have difficulty in making
exchanges by telephone through brokers and other financial institutions during
times of drastic economic or market changes. If a shareholder cannot contact his
broker or financial institution by telephone, it is recommended that an exchange
request be made in writing and sent by overnight mail to Federated Services
Company, 500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.
                             TELEPHONE INSTRUCTIONS
Telephone instructions made by the investor may be carried out only if a
telephone authorization form completed by the investor is on file with the Fund.
If the instructions are given by a broker, a telephone authorization form
completed by the broker must be on file with the Fund. If reasonable procedures
are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.
Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600 and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions are recorded and will be binding upon the

shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a fund will begin receiving dividends the
following business day. This privilege may be modified or terminated at any
time.
                             HOW  TO REDEEM SHARES
Shares are redeemed at their net asset value, less any applicable contingent
deferred sales charge, next determined after the Fund receives the redemption
request. Redemptions will be made on days on which the Fund computes its net
asset value. Redemption requests must be received in proper form and can be made
as described below.
                REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
Shares of the Fund may be redeemed by calling your financial institution to
request the redemption. Shares will be redeemed at the net asset value, less any
applicable contingent deferred sales charge next determined after the Fund
receives the redemption request from the financial institution. Redemption
requests through a registered broker/dealer must be received by the broker
before 4:00 p.m. (Eastern time) and must be transmitted by the broker to the
Fund before 5:00 p.m. (Eastern time) in order for Shares to be redeemed at that
day's net asset value. Redemption requests through other financial institutions
(such as banks) must be received by the financial institution and transmitted to
the Fund before 4:00 p.m. (Eastern time) in order for Shares to be redeemed at
that day's net asset value. The financial institution is responsible for
promptly submitting redemption requests and providing proper written redemption
instructions. Customary fees and commissions may be charged by the financial
institution for this service.
                         REDEEMING SHARES BY TELEPHONE
Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly completed authorization form. These forms can be obtained from

Federated Securities Corp. Proceeds will be mailed in the form of a check, to
the shareholder's address of record or by wire transfer to the shareholder's
account at a domestic commercial bank that is a member of the Federal Reserve
System. The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
Shares purchased by check or through ACH will not be wired until that method of
payment has cleared.
Telephone instructions will be recorded. If reasonable procedures are not
followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. In the event of drastic economic or market
changes, a shareholder may experience difficulty in redeeming by telephone. If
this occurs, "Redeeming Shares By Mail" should be considered. If at any time the
Fund shall determine it necessary to terminate or modify the telephone
redemption privilege, shareholders would be promptly notified.
                            REDEEMING SHARES BY MAIL
Shares may be redeemed in any amount by mailing a written request to: Federated
Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston, Massachusetts
02266-8600.
The written request should state: Fund Name and the Class designation; the
account name as registered with the Fund; the account number; and the number of
Shares to be redeemed or the dollar amount requested. All owners of the account
must sign the request exactly as the Shares are registered. It is recommended
that any share certificates be sent by insured mail with the written request.
Shareholders requesting a redemption of any amount to be sent to an address
other than that on record with the Fund, or a redemption payable other than to
the shareholder of record must have their signatures guaranteed by a bank which
is a member of the Federal Deposit Insurance Corporation, a trust company, a
member firm of a domestic stock exchange, or any other "eligible guarantor
institution," as defined by the Securities and Exchange Act of 1934, as amended.
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.
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.
SPECIAL REDEMPTION FEATURES
                         SYSTEMATIC WITHDRAWAL PROGRAM
Shareholders who desire to receive payments of a predetermined amount not less
than $100 may take advantage of the Systematic Withdrawal Program. Under this
program, Shares are redeemed to provide for periodic withdrawal payments in an
amount directed by the shareholder.
Depending upon the amount of the withdrawal payments, the amount of dividends
paid and capital gains distributions with respect to Shares, and the fluctuation
of the net asset value of Shares redeemed under this program, redemptions may
reduce, and eventually deplete, the shareholder's investment in the Fund. For
this reason, payments under this program should not be considered as yield or
income on the shareholder's investment in the Fund. To be eligible to
participate in this program, a shareholder must have an account value of at
least $10,000. A shareholder may apply for participation in this program through
his financial institution. Due to the fact that Shares are sold with a sales
load, it is not advisable for shareholders to continue to purchase Shares while
participating in this program.
CONTINGENT DEFERRED SALES CHARGE
Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of shares of an unaffiliated investment company purchased or
redeemed with a sales load and not distributed by Federated Securities Corp. may

be charged a contingent deferred sales charge of .50 of 1.00% for redemptions
made within one full year of purchase. Any applicable contingent deferred sales
charge will be imposed on the lesser of the net asset value of the redeemed
Shares at the time of purchase or the net asset value of the redeemed Shares at
the time of redemption.
The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than one
full year from the date of purchase. Redemptions will be processed in a manner
intended to maximize the amount of redemption which will not be subject to a
contingent deferred sales charge. In computing the amount of the applicable
contingent deferred sales charge, redemptions are deemed to have occurred in the
following order: (1) Shares acquired through the reinvestment of dividends and
long-term capital gains; (2) Shares held for more than one full year from the
date of purchase; (3) Shares held for less than one full year from the date of
purchase on a first-in, first-out basis. A contingent deferred sales charge is
not assessed in connection with an exchange of Fund Shares for shares of other
funds in the Liberty Family of Funds in the same class (see "Exchange
Privilege"). Any contingent deferred sales charge imposed at the time the
exchanged-for Shares are redeemed is calculated as if the shareholder had held
the shares from the date on which he became a shareholder of the exchanged-from
Shares. Moreover, the contingent deferred sales charge will be eliminated with
respect to certain redemptions (see "Elimination of Contingent Deferred Sales
Charge").
ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as

defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended, of
a shareholder; (2) redemptions representing minimum required distributions from
an Individual Retirement Account or other retirement plan to a shareholder who
has attained the age of 70-1/2; and (3) involuntary redemptions by the Fund of
Shares in shareholder accounts that do not comply with the minimum balance
requirements. No contingent deferred sales charge will be imposed on redemptions
of Shares held by Directors, employees and sales representatives of the Fund,
the distributor, or affiliates of the Fund or distributor; employees of any
financial institution that sells Shares of the Fund pursuant to a sales
agreement with the distributor; and spouses and children under the age of 21 of
the aforementioned persons. Finally, no contingent deferred sales charge will be
imposed on the redemption of Shares originally purchased through a bank trust
department, an investment adviser registered under the Investment Advisers Act
of 1940, as amended, or retirement plans where the third party administrator has
entered into certain arrangements with Federated Securities Corp. or its
affiliates, or any other financial institution, to the extent that no payments
were advanced for purchases made through such entities. The Directors reserve
the right to discontinue elimination of the contingent deferred sales charge.
Shareholders will be notified of such elimination. Any Shares purchased prior to
the termination of such waiver would have the contingent deferred sales charge
eliminated as provided in the Fund's prospectus at the time of the purchase of
the Shares. If a shareholder making a redemption qualifies for an elimination of
the contingent deferred sales charge, the shareholder must notify Federated
Securities Corp. or the transfer agent in writing that he is entitled to such
elimination.
                         ACCOUNT AND SHARE INFORMATION
                         CERTIFICATES AND CONFIRMATIONS

As transfer agent for the Fund, Federated Services Company maintains a Share
account for each shareholder. Share certificates are not issued unless requested
in writing to Federated Services Company.
Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.
                                   DIVIDENDS
Dividends are declared and paid annually to all shareholders invested in the
Fund on the record date. Dividends and distributions are automatically
reinvested in additional Shares of the Fund on payment dates at the ex-dividend
date net asset value without a sales load, unless shareholders request cash
payments on the new account form or by contacting the transfer agent. All
shareholders on the record date are entitled to the dividend. If Shares are
redeemed or exchanged prior to the record date or purchased after the record
date, those Shares are not entitled to that year's dividend.
                                 CAPITAL GAINS
Net long-term capital gains realized by the Fund, if any, will be distributed at
least once every twelve months.
                           ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the required minimum value of
$500. This requirement does not apply, however, if the balance falls below the
required minimum value because of changes in the net asset value of Shares.
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.
                            CORPORATION INFORMATION

MANAGEMENT OF THE CORPORATION
                               BOARD OF DIRECTORS
The Corporation is managed by a Board of Directors. The Directors are
responsible for managing the Corporation's business affairs and for exercising
all the Corporation's powers except those reserved for the shareholders. An
Executive Committee of the Board of Directors handles the Board's
responsibilities between meetings of the Board.
                               INVESTMENT ADVISER
Investment decisions for the Fund are made by the Fund's investment adviser,
Federated Global Research Corp. (the "Adviser"), subject to direction by the
Directors. The Adviser continually conducts investment research and supervision
for the Fund and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the Fund. The Adviser's
address is 175 Water Street, New York, New York 10038-4965.
                                 ADVISORY FEES
The Adviser receives an annual investment advisory fee equal to 1.25% 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 investment
advisory contract, which provides for the voluntary waiver of the advisory fee
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
can terminate this voluntary waiver at any time in its sole discretion. The
Adviser has also undertaken to reimburse the Fund for operating expenses in
excess of limitations established by certain states.
                              ADVISER'S BACKGROUND
Federated Global Research Corp., incorporated in Delaware on May 12, 1995, is a
registered investment adviser under the Investment Advisers Act of 1940, as

amended. 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 Global Research Corp.  and other subsidiaries of Federated Investors
serve as investment advisers to a number of investment companies and private
accounts. Certain other subsidiaries also provide administrative services to a
number of investment companies. With over $72 billion invested across more than
260 funds under management and/or administration by its subsidiaries, as of
December 31, 1994, Federated Investors is one of the largest mutual fund
investment managers in the United States. With more than 1,750 employees,
Federated continues to be led by the management who founded the company in 1955.
Federated funds are presently at work in and through 4,000 financial
institutions nationwide. More than 100,000 investment professionals have
selected Federated funds for their clients.
Drew J. Collins has been the Fund's portfolio manager its inception.  Mr.
Collins joined Federated Investors in 1995 as a Senior Vice President of the
Fund's investment adviser.  Mr. Collins served as Vice President/Portfolio
Manager of international equity portfolios at Arnold and  S. Bleichroeder, Inc.
from 1994 to 1995.  He served as an Assistant Vice President/Portfolio Manager
for international equities at the College Retirement Equities Fund from 1986 to
1994.  Mr. Collins is a Chartered Financial Analyst and received his M.B.A. in
finance from the University of Pennsylvania.
Henry A. Frantzen has been the Fund's portfolio manager its inception.  Mr.
Frantzen joined Federated Investors in 1995 as an Executive Vice President of
the Fund's investment adviser.  Mr. Frantzen served as Chief Investment Officer
of international equities at Brown Brothers Harriman & Co. from 1992 to 1995.
He was the Executive Vice President and Director of Equities at Oppenheimer

Management Corporation from 1989 to 1991.  Mr. Frantzen received his B.S. in
finance and marketing from the University of North Dakota.
Jolanta M. Wysocka has been the Fund's portfolio manager since its inception.
Ms. Wysocka joined Federated Investors in 1995 as a Vice President of the Fund's
investment adviser.  Ms. Wysocka served as Senior Investment Officer and
Emerging Markets Portfolio Manager at PIMCO Advisers L.P./ Parametric Portfolio
Associates from 1993 to 1995.  She served as President of Kinetic Capital
Management, Inc. from 1991 to 1995.  Ms. Wysocka served as Vice President,
Research for Ko Securities, Inc. from 1990 to 1991.  Ms. Wysocka received her
masters degree in computer science from the Institute of Technology, Zielona
Gora, Poland.
Both the Corporation and the Adviser have adopted strict codes of ethics
governing the conduct of all employees who manage the Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary duty to the
Fund's shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Directors,
and could result in severe penalties.
DISTRIBUTION OF CLASS A SHARES
Federated Securities Corp. is the principal distributor for Shares of the Fund.
Federated Securities Corp. is located at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779. It is a Pennsylvania corporation organized on November
14, 1969, and is the principal distributor for a number of investment companies.
Federated Securities Corp. is a subsidiary of Federated Investors.
                   DISTRIBUTION PLAN AND SHAREHOLDER SERVICES

Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), the distributor may be paid a fee in an amount
computed at an annual rate of up to .25 of l% of the average daily net assets of
Shares to finance any activity which is principally intended to result in the
sale of Shares subject to the Distribution Plan. The Fund does not currently
make payments to the distributor or charge a fee under the Distribution Plan for
Shares, and shareholders will be notified if the Fund intends to charge a fee
under the Distribution Plan. For Shares, the distributor may select financial
institutions such as banks, fiduciaries, custodians for public funds, investment
advisers, and broker/dealers to provide sales services or distribution-related
support services as agents for their clients or customers.
The Distribution Plan is a compensation type plan. As such, the Fund makes no
payments to the distributor except as described above. Therefore, the Fund does
not pay for unreimbursed expenses of the distributor, including amounts expended
by the distributor in excess of amounts received by it from the Fund, interest,
carrying or other financing charges in connection with excess amounts expended,
or the distributor's overhead expenses. However, the distributor may be able to
recover such amounts or may earn a profit from future payments made by Shares
under the Plan.
In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 0.25 of 1% of the average daily net asset value
of Shares to obtain certain personal services for shareholders and for the
maintenance of shareholder accounts ("Shareholder Services"). Under the
Shareholder Services Agreement, Federated Shareholder Services will either
perform Shareholder Services directly or will select financial institutions to
perform Shareholder Services. Financial institutions will receive fees based
upon Shares owned by their clients or customers. The schedules of such fees and

the basis upon which such fees will be paid will be determined from time to time
by the Fund and Federated Shareholder Services.
In addition to payments made pursuant to the Distribution Plan and Shareholder
Services Agreement, Federated Securities Corp. and Federated Shareholder
Services, from their own assets, may pay financial institutions supplemental
fees for the performance of sales services, distribution-related support
services, or shareholder services.
The Glass-Steagall Act prohibits a depository institution (such as a commercial
bank or savings 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 capacities described above or should Congress
relax current restrictions on depository institutions, the Directors will
consider appropriate changes in the services.
State securities laws governing the ability of depository institutions to act as
underwriters or distributors of securities may differ from interpretations given
to the Glass-Steagall Act and, therefore, banks and financial institutions may
be required to register as dealers pursuant to state laws.
                    OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
Federated Securities Corp. will pay financial institutions, at the time of
purchase, an amount equal to .50 of 1% of the net asset value of Shares
purchased by their clients or customers under certain qualified retirement plans
as approved by Federated Securities Corp. (Such payments are subject to a
reclaim from the financial institution should the assets leave the program
within 12 months after purchase.)
Furthermore, the distributor may offer to pay a fee from its own assets to
financial institutions as financial assistance for providing substantial
marketing and sales support. The support may include sponsoring sales,
educational and training seminars for their employees, providing sales
literature, and engineering computer software programs that emphasize the

attributes of the Fund. Such assistance will be predicated upon the amount of
Shares the financial institution sells or may sell, and/or upon the type and
nature of sales or marketing support furnished by the financial institution. Any
payments made by the distributor may be reimbursed by the Fund's Adviser or its
affiliates.


ADMINISTRATION OF THE FUND
                            ADMINISTRATIVE SERVICES
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Fund. Federated Administrative
Services provides these at an annual rate which relates to the average aggregate
daily net assets of all Federated Funds as specified below:
               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
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, P.O. Box 8600, Boston, Massachusetts 02266-
8600, is custodian for the securities and cash of the Fund. Foreign instruments
purchased by the Fund are held by foreign banks participating in a network
coordinated by State Street Bank.

                  TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-8600, is
transfer agent for the Shares of the Fund, and dividend disbursing agent for the
Fund.
                              INDEPENDENT AUDITORS
The independent auditors for the Fund are Ernst & Young LLP, One Oxford Centre,
Pittsburgh, Pennsylvania 15219.
EXPENSES OF THE FUND AND CLASS A SHARES
Holders of Shares pay their allocable portion of Corporation and portfolio
expenses.
The Corporation expenses for which holders of Class A Shares pay their allocable
portion include, but are not limited to: the cost of organizing the Corporation
and continuing its existence; registering the Corporation with federal and state
securities authorities; Directors' fees; auditors' fees; the cost of meetings of
Directors; legal fees of the Corporation; association membership dues; and such
non-recurring and extraordinary items as may arise from time to time.
The portfolio expenses for which holders of Class A Shares pay their allocable
portion include, but are not limited to: registering the portfolio and Class A
Shares of the portfolio; investment advisory services; taxes and commissions;
custodian fees; insurance premiums; auditors' fees; and such non-recurring and
extraordinary items as may arise from time to time.
At present, the only expenses which are allocated specifically to Class A Shares
as a class are expenses under the Corporation's Distribution Plan and fees for
Shareholder Services. However, the Directors reserve the right to allocate
certain other expenses to holders of Class A Shares as they deem appropriate
("Class Expenses"). In any case, Class Expenses would be limited to:
distribution fees; transfer agent fees as identified by the transfer agent as
attributable to holders of Class A Shares; printing and postage expenses related
to preparing and distributing materials such as shareholder reports,

prospectuses and proxies to current shareholders; registration fees paid to the
Securities and Exchange Commission and to state securities commissions; expenses
related to administrative personnel and services as required to support holders
of Class A Shares; legal fees relating solely to Class A Shares; and Directors'
fees incurred as a result of issues related solely to Class A Shares.
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
Directors.
                            SHAREHOLDER INFORMATION
VOTING RIGHTS
Each share of the Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote. All Shares of each Fund or
class in the Corporation have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.
As a Maryland corporation, the Corporation is not required to hold annual
shareholder meetings. Shareholder approval will be sought only for certain
changes in the Corporation's or the Fund's operation and for the election of
Directors under certain circumstances.
Directors may be removed by the Directors or by shareholders at a special
meeting. A special meeting of shareholders shall be called by the Directors upon

the written request of shareholders owning at least 10% of the Corporation's
outstanding shares of all series entitled to vote.
                                TAX INFORMATION
FEDERAL INCOME TAX
The Fund will pay no federal income tax because it expects to meet requirements
of the Code applicable to regulated investment companies and to receive the
special tax treatment afforded to such companies. However, the Fund 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
Fund upon disposition of PFIC investments.
The Fund will be treated as a single, separate entity for federal income tax
purposes so that income (including capital gains) and losses realized by the
Corporation's other portfolios will not be combined for tax purposes with those
realized by the Fund.
Investment income received by the Fund from sources within foreign countries may
be subject to foreign taxes withheld at the source. The United States has
entered into tax treaties with many foreign countries that entitle the Fund to
reduced tax rates or exemptions on this income. The effective rate of foreign
tax cannot be predicted since the amount of Fund assets to be invested within
various countries is unknown. However, the Fund intends to operate so as to
qualify for treaty-reduced tax rates where applicable.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions, including capital gains distributions,
received. This applies whether dividends and distributions are received in cash
or as additional Shares. Distributions representing long-term capital gains, if
any, will be taxable to shareholders as long-term capital gains no matter how
long the shareholders have held the Shares. No federal income tax is due on any
dividends earned in an IRA or qualified retirement plan until distributed.

Due to differences in the book and tax treatment of fixed income securities
denominated in foreign currencies, it is difficult to project currency effects
on an interim basis. Therefore, to the extent that currency fluctuations cannot
be anticipated, a portion of distributions to shareholders could later be
designated as a return of capital, rather than income, for income tax purposes,
which may be of particular concern to simple trusts.
If more than 50% of the value of the Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns. The Code may
limit a shareholder's ability to claim a foreign tax credit. Furthermore,
shareholders who elect to deduct their portion of the Fund's foreign taxes
rather than take the foreign tax credit must itemize deductions on their income
tax returns.
PENNSYLVANIA PERSONAL PROPERTY TAXES
Fund shares are exempt from personal property taxes imposed by counties,
municipalities, and school districts in Pennsylvania.
Shareholders are urged to consult their own tax advisers regarding the status of
their accounts under state and local tax laws.
                            PERFORMANCE INFORMATION
From time to time, the Fund advertises its total return and yield for Class A
Shares.
Total return represents the change, over a specific period of time, in the value
of an investment in Class A Shares after reinvesting all income and capital
gains distributions. It is calculated by dividing that change by the initial
investment and is expressed as a percentage.
The yield of Class A Shares is calculated by dividing the net investment income
per share (as defined by the Securities and Exchange Commission) earned by Class
A Shares over a thirty-day period by the maximum offering price per share of

each class on the last day of the period. This number is then annualized using
semi-annual compounding. The yield does not necessarily reflect income actually
earned by Class A Shares and, therefore, may not correlate to the dividends or
other distributions paid to shareholders.
The performance information reflects the effect of non-recurring charges, such
as the maximum sales load or contingent deferred sales charges, which, if
excluded, would increase the total return and yield.
Total return and yield will be calculated separately for Class A Shares, Class B
Shares, and Class C Shares.
From time to time, advertisements for Class A Shares of the Fund may refer to
ratings, rankings, and other information in certain financial publications
and/or compare the performance of Class A Shares to certain indices.
                            OTHER CLASSES OF SHARES
As of the date of this prospectus, the Fund also offers two other classes of
shares called Class B Shares and Class C Shares. This prospectus relates only to
Class A Shares.
Class B Shares are sold primarily to customers of financial institutions,
subject to a maximum contingent deferred sales charge of 5.50%. The Fund has
also adopted a Distribution Plan whereby the distributor is paid a fee of up to
 .75 of 1% and a Shareholder Services fee of up to .25 of 1% of the Class B
Shares' average daily net assets with respect to Class B Shares. Investments in
Class B Shares are subject to a minimum initial investment of $1,500, unless the
investment is in a retirement account, in which case the minimum investment is
$50.
Class C Shares are sold primarily to customers of financial institutions at net
asset value with no initial sales load. Class C Shares are distributed pursuant
to a Distribution Plan adopted by the Fund whereby the distributor is paid a fee
of up to .75 of 1%, in addition to a Shareholder Services fee of .25 of 1% of
the Class C Shares' average daily net assets. In addition, Class C Shares may be

subject to certain contingent deferred sales charges. Investments in Class C
Shares are subject to a minimum initial investment of $1,500, unless the
investment is in a retirement account, in which case the minimum investment is
$50.
Class A Shares, Class B Shares, and Class C Shares are subject to certain of the
same expenses. Expense differences, however, among Class A Shares, Class B
Shares, and Class C Shares may affect the performance of each class.
To obtain more information and a prospectus for either Class B Shares or Class C
Shares, investors may call 1-800-235-4669 or contact their financial
institution.





                                FEDERATED EMERGING MARKETS FUND
                                (A portfolio of World Investment Series, Inc.)

                                Class A Shares




                                      Prospectus


                                  An Open-End, Diversified Management
                                  Investment Company

                                  February 13, 1996






         FEDERATED SECURITIES CORP.

          Distributor
          A subsidiary of FEDERATED INVESTORS
          G01472-01 (11/95)
          Federated Investors
          Federated  Investors Tower
          Pittsburgh, PA  15222-3779


                       FEDERATED EMERGING MARKETS FUND

                 (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION
   This  Combined Statement of Additional Information should be read with the
   combined prospectus for   Class A Shares, Class B Shares, and Class C
   Shares, or the stand-alone prospectus for Class A Shares of Federated
   Emerging Markets  Fund (the "Fund") dated February 13, 1996. This Statement
   is not a prospectus itself. To receive a copy of either prospectus, write
   or call the Fund.
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

   Statement dated February 13, 1996












           FEDERATED SECURITIES
           CORP.

           Distributor
           A subsidiary of FEDERATED INVESTORS

GENERAL INFORMATION ABOUT THE FUND1        ADVISORY FEES                  42
                                           OTHER RELATED SERVICES         43
INVESTMENT OBJECTIVE AND POLICIES1
                                          ADMINISTRATIVE SERVICES         43
 CONVERTIBLE SECURITIES          1
                                          TRANSFER AGENT AND DIVIDEND
 WARRANTS                        2
                                          DISBURSING AGENT                44
 SOVEREIGN DEBT OBLIGATIONS      2
 WHEN-ISSUED AND DELAYED DELIVERY         BROKERAGE TRANSACTIONS          44
  TRANSACTIONS                   3
 LENDING OF PORTFOLIO SECURITIES 3
 REPURCHASE AGREEMENTS           4
 REVERSE REPURCHASE AGREEMENTS   4
 RESTRICTED AND ILLIQUID SECURITIES
                                 5
 FUTURES AND OPTIONS TRANSACTIONS6
 RISKS                          13
 FOREIGN CURRENCY TRANSACTIONS  19
 SPECIAL CONSIDERATIONS AFFECTING
  EMERGING
  MARKETS                       23
 ADDITIONAL RISK CONSIDERATIONS 25
 PORTFOLIO TURNOVER             26
 INVESTMENT LIMITATIONS         26
WORLD INVESTMENT SERIES, INC.
MANAGEMENT                      32

 FUND OWNERSHIP                 40
 DIRECTORS COMPENSATION         40
INVESTMENT ADVISORY SERVICES    42

 ADVISER TO THE FUND            42

PURCHASING SHARES               45         BROKER/DEALERS AND BANK
                                             BROKER/DEALER SUBSIDIARIES   56
 DISTRIBUTION PLAN AND SHAREHOLDER
                                          APPENDIX                        56
  SERVICES AGREEMENT            45
 CONVERSION TO FEDERAL FUNDS    46
 PURCHASES BY SALES REPRESENTATIVES,
  DIRECTORS, AND EMPLOYEES OF THE
  FUND                          46
DETERMINING NET ASSET VALUE     47

 DETERMINING MARKET VALUE OF
  SECURITIES                    47
 TRADING IN FOREIGN SECURITIES  48
REDEEMING SHARES                48

 REDEMPTION IN KIND             49
TAX STATUS                      50

 THE FUND'S TAX STATUS          50
 FOREIGN TAXES                  50
 SHAREHOLDERS' TAX STATUS       50
TOTAL RETURN                    51

YIELD                           51

PERFORMANCE COMPARISONS         52

ABOUT FEDERATED INVESTORS       54

 MUTUAL FUND MARKET             55
 INSTITUTIONAL                  55
 TRUST ORGANIZATIONS            55


GENERAL INFORMATION ABOUT THE FUND

The Fund is a portfolio of World Investment Series, Inc. (the "Corporation"),
which was established under the laws of the State of Maryland on January 25,
1994.
Shares of the Fund are offered in three classes known as Class A Shares, Class B
Shares, and Class C Shares (individually and collectively referred to as
"Shares" as the context may require).  This Combined Statement of Additional
Information relates to all three classes of the above-mentioned Shares.
INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide long-term growth of capital.
Any income realized from the portfolio is incidental.  The Fund pursues its
investment objective by investing primarily in securities of issuers and
companies domiciled in or having primary operations in emerging markets. The
investment objective cannot be changed without approval of shareholders.
CONVERTIBLE SECURITIES
The convertible bonds and convertible preferred stocks in which the Fund may
invest generally retain the investment characteristics of fixed income
securities until they have been converted but also react to movements in the
underlying equity securities.  The prices of fixed income securities fluctuate
inversely to the direction of interest rates. The holder is entitled to received
the fixed income of a bond or the dividend preference of a preferred stock until
the holder elects to exercise the conversion privilege.  Usable bonds are
corporate bonds that can be used in whole or in part, customarily at full face
value, in lieu of cash to purchase the issuer's common stock.
Convertible securities are senior to equity securities, and therefore have a
claim to assets of the corporation prior to the holders of common stock in the
case of liquidation.  However, convertible securities are generally subordinated
to similar nonconvertible securities of the same company.  The interest income

and dividends from convertible bonds and preferred stocks provide a stable
stream of income with generally higher yields than common stocks, but lower than
nonconvertible securities of similar quality.  The Fund will exchange or convert
the convertible securities held in its portfolio into shares of the underlying
common stocks when, in the investment adviser's opinion, the investment
characteristics of the underlying common shares will assist the Fund in
achieving it investment objective.  Otherwise, the Fund will hold or trade the
convertible securities.
WARRANTS
The Fund may invest in warrants.  Warrants are options to purchase common stock
at a specific price (usually at a premium above the market value of the optioned
common stock at issuance) valid for a specific period of time.  Warrants may
have a life ranging from less than a year to twenty years or may be perpetual.
However, most warrants have expiration dates after which they are worthless.  In
addition, if the market price of the common stock does not exceed the warrant's
exercise price during the life of the warrant, the warrant will expire as
worthless.  Warrants have no voting rights, pay no dividends, and have no rights
with respect to the assets of the corporation issuing them. The percentage
increase or decrease in the market price of the warrant may tend to be greater
than the percentage increase or decrease in the market price of the optioned
common stock.
SOVEREIGN DEBT OBLIGATIONS
The Fund may purchase sovereign debt instruments issued or guaranteed by foreign
governments or their agencies, including debt of countries with emerging markets
or developing countries. Sovereign debt may be in the form of conventional
securities or other types of debt instruments, such as loans or loan
participations. Sovereign debt of emerging market or developing countries may
involve a high degree of risk, and may be in default or present the risk of
default. Governmental entities responsible for repayment of the debt may be

unable or unwilling to repay principal and interest when due, and may require
renegotiation or rescheduling of debt payments. In addition, prospects for
repayment of principal and interest may depend on political as well as economic
factors. The Fund may also invest in debt obligations of supranational entities,
which include international organizations designed or supported by governmental
entities to promote economic reconstruction or development, and international
banking institutions and related government agencies. Examples of these include,
but are not limited to, the International Bank for Reconstruction and
Development (World Bank), European Investment Bank and Inter-American
Development Bank.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund.  No fees or other expenses, other than normal
transaction costs, are incurred.  However, liquid assets of the Fund sufficient
to make payment for the securities to be purchased are segregated on the Fund`s
records at the trade date.  These assets are marked to market daily and are
maintained until the transaction has been settled.  The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.
LENDING OF PORTFOLIO SECURITIES
The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. The Fund does not have the right to vote securities on loan, but would

terminate the loan and regain the right to vote if that were considered
important with respect to the investment.
REPURCHASE AGREEMENTS
The Fund or its custodian will take possession of the securities subject to
repurchase agreements, and these securities will be marked to market daily. To
the extent that the original seller does not repurchase the securities from the
Fund, the Fund could receive less than the repurchase price on any sale of such
securities.  In the event that such a defaulting seller filed for bankruptcy or
became insolvent, disposition of such securities by the Fund might be delayed
pending court action. The Fund believes that under the regular procedures
normally in effect for custody of the Fund's portfolio securities subject to
repurchase agreements, a court of competent jurisdiction would rule in favor of
the Fund and allow retention or disposition of such securities. The Fund will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are found by the Fund's investment
adviser to be creditworthy pursuant to guidelines established by the
Corporation's Board of Directors (the "Directors").
REVERSE REPURCHASE AGREEMENTS
The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for a percentage of the
instrument's market value in cash, and agrees that on a stipulated date in the
future, the Fund will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time.

When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These securities are marked to market daily
and are maintained until the transaction is settled.
RESTRICTED AND ILLIQUID SECURITIES
The ability of the Directors to determine the liquidity of certain restricted
securities is permitted under a Securities and Exchange Commission ("SEC") staff
position set forth in the adopting release for Rule 144A under the Securities
Act of 1933, as amended (the "Rule").  The Rule is a non-exclusive safe-harbor
for certain secondary market transactions involving 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 the Rule.  The Fund believes that the staff of the SEC has left the
question of determining the liquidity of all restricted securities to the
Directors.  The Directors may consider the following criteria in determining the
liquidity of certain restricted securities:
   o the frequency of trades and quotes for the security;
   o the number of dealers willing to purchase or sell the security and the
     number of other potential buyers;
   o dealer undertakings to make a market in the security; and
   o the nature of the security and the nature of the marketplace trades.
Notwithstanding the foregoing, securities of foreign issuers which are not
listed on a recognized domestic or foreign exchange or for which a bona fide
market does not exist at the time of purchase or subsequent transaction shall be
treated as illiquid securities by the Directors.

FUTURES AND OPTIONS TRANSACTIONS
The Fund may attempt to hedge all or a portion of its portfolio or gain
relatively rapid, liquid, and cost-effective exposure to certain markets by
buying and selling futures contracts and options on futures contracts.
  FUTURES CONTRACTS
     The Fund may engage in 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 securities 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
     securities in the index is made.
     The purpose of the acquisition or sale of a futures contract by the Fund is
     to protect the Fund from fluctuations in the value of its securities caused
     by unanticipated changes in interest rates or market conditions without
     necessarily buying or selling the securities.  For example, in the fixed
     income securities market, price generally moves inversely to interest
     rates.  A rise in rates generally means a drop in price.  Conversely, a
     drop in rates generally means a rise in price.  In order to hedge its
     holdings of fixed income securities against a rise in market interest
     rates, the Fund could enter into contracts to deliver securities at a
     predetermined price (i.e., "go short") to protect itself against the
     possibility that the prices of its fixed income securities may decline
     during the anticipated holding period.  The Fund would "go long" (i.e.,
     agree to purchase securities in the future at a predetermined price) to
     hedge against a decline in market interest rates.  The Fund may also invest

     in securities index futures contracts when the investment adviser believes
     such investment is more efficient, liquid, or cost-effective than investing
     directly in the securities underlying the index.
  STOCK INDEX OPTIONS
     The Fund may purchase put options on stock indices listed on national
     securities exchanges or traded in the over-the-counter market. A stock
     index fluctuates with changes in the market values of the stocks included
     in the index.
     The effectiveness of purchasing stock index options will depend upon the
     extent to which price movements in the Fund's portfolio correlate with
     price movements of the stock index selected. Because the value of an index
     option depends upon movements in the level of the index rather than the
     price of a particular stock, whether the Fund will realize a gain or loss
     from the purchase of options on an index depends upon movements in the
     level of stock prices in the stock market generally or, in the case of
     certain indices, in an industry or market segment, rather than movements in
     the price of a particular stock. Accordingly, successful use by the Fund of
     options on stock indices will be subject to the ability of the investment
     adviser to predict correctly movements in the direction of the stock market
     generally or of a particular industry.
  PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
     The Fund may purchase listed or over-the-counter put options on financial
     futures contracts. The Fund would use these options only to protect
     portfolio securities against decreases in value resulting from market
     factors such as anticipated increase in interest rates, or when the
     investment adviser believes such investment is more efficient, liquid or
     cost-effective than investing directly in the futures contract or the
     underlying securities or when such futures contracts or securities are
     unavailable for investment upon favorable terms.

     Unlike entering directly into a futures contract, which requires the
     purchaser to buy a financial instrument on a set date at a specified price,
     the purchase of a put option on a futures contract entitles (but does not
     obligate) its purchaser to decide on or before a future date whether to
     assume a short position at the specified price. Generally, if the hedged
     portfolio securities decrease in value during the term of an option, the
     related futures contracts will also decrease in value and the option will
     increase in value. In such an event, the Fund will normally close out its
     option by selling an identical option. If the hedge is successful, the
     proceeds received by the Fund upon the sale of the second option will be
     large enough to offset both the premium paid by the Fund for the original
     option plus the realized decrease in value of the hedged securities.
     Alternatively, the Fund may exercise its put option to close out the
     position. To do so, it would simultaneously enter into a futures contract
     of the type underlying the option (for a price less than the strike price
     of the option) and exercise the option. The Fund would then deliver the
     futures contract in return for payment of the strike price. If the Fund
     neither closes out nor exercises an option, the option will expire on the
     date provided in the option contract, and only the premium paid for the
     contract will be lost.
     The Fund may write listed or over-the counter put options on financial
     futures contracts to hedge its portfolio or when the investment adviser
     believes such investment is more efficient, liquid or cost-effective than
     investing directly in the futures contract or the underlying securities or
     when such futures contracts or securities are unavailable for investment
     upon favorable terms. When the Fund writes a put option on a futures
     contract, it receives a cash premium which can be used in whatever way is
     deemed most advantageous to the Fund.  In exchange for such premium, the
     Fund grants to the purchaser of the put the right to receive from the Fund,

     at the strike price, a short position in such futures contract, even though
     the strike price upon exercise of the option is greater than the value of
     the futures position received by such holder.  If the value of the
     underlying futures position is not such that exercise of the option would
     be profitable to the option holder, the option will generally expire
     without being exercised.  The Fund has no obligation to return premiums
     paid to it whether or not the option is exercised.  It will generally be
     the policy of the Fund, in order to avoid the exercise of an option sold by
     it, to cancel its obligation under the option by entering into a closing
     purchase transaction, if available, unless it is determined to be in the
     Fund's interest to deliver the underlying futures position.  A closing
     purchase transaction consists of the purchase by the Fund of an option
     having the same term as the option sold by the Fund, and has the effect of
     canceling the Fund's position as a seller.  The premium which the Fund will
     pay in executing a closing purchase transaction may be higher than the
     premium received when the option was sold, depending in large part upon the
     relative price of the underlying futures position at the time of each
     transaction.
  CALL OPTIONS ON FINANCIAL AND STOCK INDEX FUTURES CONTRACTS
     In addition to purchasing put options on futures, the Fund may write listed
     call options or over-the-counter call options on financial and stock index
     futures contracts (including cash-settled stock index options), to hedge
     its portfolio against an increase in market interest rates, a decrease in
     stock prices, or when the investment adviser believes such investment is
     more efficient, liquid or cost-effective than investing directly in the
     futures contract or the underlying securities or when such futures
     contracts or securities are unavailable for investment upon favorable
     terms. When the Fund writes a call option on a futures contract, it is
     undertaking the obligation of assuming a short futures position (selling a

     futures contract) at the fixed strike price at any time during the life of
     the option if the option is exercised. As stock prices fall or market
     interest rates rise and cause the price of futures to decrease, the Fund's
     obligation under a call option on a future (to sell a futures contract)
     costs less to fulfill, causing the value of the Fund's call option position
     to increase.
     In other words, as the underlying futures price goes down below the strike
     price, the buyer of the option has no reason to exercise the call, so that
     the Fund keeps the premium received for the option. This premium can
     substantially offset the drop in value of the Fund's portfolio securities.
     Prior to the expiration of a call written by the Fund, or exercise of it by
     the buyer, the Fund may close out the option by buying an identical option.
     If the hedge is successful, the cost of the second option will be less than
     the premium received by the Fund for the initial option. The net premium
     income of the Fund may then substantially offset the realized decrease in
     value of the hedged securities.
     When the Fund purchases a call on a financial futures contract, it receives
     in exchange for the payment of a cash premium the right, but not the
     obligation, to enter into the underlying futures contract at a strike price
     determined at the time the call was purchased, regardless of the
     comparative market of such futures position at the time the option is
     exercised.  The holder of a call option has the right to receive a long (or
     buyer's) position in the underlying futures contract.
     The Fund generally will not maintain open positions in futures contracts it
     has sold or call options it has written on futures contracts if, in the
     aggregate, the value of the open positions (marked to market) exceeds the
     current market value of its securities portfolio plus the unrealized loss
     or minus the unrealized gain on those open positions, adjusted for the
     correlation between the hedged securities and the futures contracts. If

     this limitation is exceeded at any time, the Fund will take prompt action
     to close out a sufficient number of open contracts to bring its open
     futures and options positions within this limitation.
   "MARGIN" IN FUTURES TRANSACTIONS
     Unlike the purchase or sale of a security, the Fund does not pay or receive
     money upon the purchase or sale of a futures contract. Rather, the Fund is
     required to deposit an amount of "initial margin" in cash or U.S. Treasury
     bills with its custodian (or the broker, if legally permitted). The nature
     of initial margin in futures transactions is different from that of margin
     in securities transactions in that initial margin in futures transactions
     does not involve the borrowing of funds by the Fund to finance the
     transactions. Initial margin is in the nature of a performance bond or good
     faith deposit on the contract which is returned to the Fund upon
     termination of the futures contract, assuming all contractual obligations
     have been satisfied.
     A futures contract held by the Fund is valued daily at the official
     settlement price of the exchange on which it is traded. Each day the Fund
     pays or receives cash, called "variation margin," equal to the daily change
     in value of the futures contract. This process is known as "marking to
     market." Variation margin does not represent a borrowing or loan by the
     Fund but is instead settlement between the Fund and the broker of the
     amount one would owe the other if the futures contract expired. In
     computing its daily net asset value, the Fund will mark to market its open
     futures positions.
     The Fund is also required to deposit and maintain margin when it writes
     call options on futures contracts.
  PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may purchase put and call options on portfolio securities to
     protect against price movements in particular securities in its portfolio.

     A put option gives the Fund, in return for a premium, the right to sell the
     underlying security to the writer (seller) at a specified price during the
     term of the option. A call option gives the Fund, in return for a premium,
     the right to buy the underlying securities from the seller.
  WRITING COVERED PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may write covered put and call options to generate income and
     thereby protect against price movements in particular securities in the
     Fund's portfolio. As the writer of a call option, the Fund has the
     obligation upon exercise of the option during the option period to deliver
     the underlying security upon payment of the exercise price. As the writer
     of a put option, the Fund has the obligation to purchase a security from
     the purchaser of the option upon the exercise of the option.
     The Fund may only write call options either on securities held in its
     portfolio or on securities which it has the right to obtain without payment
     of further consideration (or has segregated cash in the amount of any
     additional consideration). In the case of put options, the Fund will
     segregate cash or U.S. Treasury obligations with a value equal to or
     greater than the exercise price of the underlying securities.
  OVER-THE-COUNTER OPTIONS
     The Fund may purchase and write over-the-counter options ("OTC options") on
     portfolio securities or in securities indexes in negotiated transactions
     with the buyers or writers of the options when options on the portfolio
     securities held by the Fund or when the securities indexes are not traded
     on an exchange.
     OTC 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 OTC options may not.

RISKS
  OPTIONS
      Certain hedging vehicles have risks associated with them including
     possible default by the other party to the transaction, illiquidity and, to
     the extent the adviser's view as to certain market movements is incorrect,
     the risk that the use of such hedging strategies could result in losses
     greater than if they had not been used.  Use of put and call options may
     result in losses to the Fund, force the sale or purchase of portfolio
     securities at inopportune times or for prices higher than (in the case of
     put options) or lower than (in the case of call options) current market
     values, limit the amount of appreciation the Fund can realize on its
     investments or cause the Fund to hold a security it might otherwise sell.
     The use of currency transactions can result in the Fund incurring losses as
     a result of a number of factors including the imposition of exchange
     controls, suspension of settlements, or the inability to deliver or receive
     a specified currency.  The use of options and futures transactions entails
     certain other risks. In particular, the variable degree of correlation
     between price movements of futures contracts and price movements in the
     related portfolio position of the Fund creates the possibility that losses
     on the hedging instrument may be greater than gains in the value of the
     Fund's position.  In addition, futures and options markets may both be
     liquid in all circumstances and certain over-the-counter options may have
     not markets.  As a result, in certain markets, the Fund might not be able
     to close out a transaction without incurring substantial losses, if at all.
     Although the use of futures and options transactions for hedging should
     tend to minimize the risk of loss due to a decline in the value of the
     hedged position, at the same time they tend to limit any potential gain
     which might result from an increase in value of such position.  Finally,
     the daily variation margin requirements for futures contracts would create

     a greater ongoing potential financial risk than would purchase of options,
     where the exposure is limited to the cost of the initial premium.  Losses
     resulting from the use of hedging strategies would reduce net asset value,
     and possibly income, and such losses can be greater than if the hedging
     strategies had not been utilized.
  COMBINED TRANSACTIONS
     The Fund may enter into multiple transactions, including multiple options
     transactions, multiple futures transactions, multiple currency transaction
     (including forward currency contracts) and multiple interest rate
     transactions and any combination of futures, options, currency and interest
     rate transactions ("component" transactions), instead of a single hedging
     strategy, as part of a single or combined strategy when, in the opinion of
     the investment adviser, it is in the best interests of the Fund to do so. A
     combined transaction will usually contain elements of risk that are present
     in each of its component transactions. Although combined transactions are
     normally entered into based on the investment adviser's judgment that the
     combined strategies will reduce risk or otherwise more effectively achieve
     the desired portfolio management goal, it is possible that the combination
     will instead increase such risks or hinder achievement of the portfolio
     management objective.
  SWAPS, CAPS, FLOORS AND COLLARS
     Among the hedging strategies into which the Fund may enter are interest
     rate, currency and index swaps and the purchase or sale of related caps,
     floors, and collars.  The Fund expects to enter into these transactions
     primarily to preserve a return or spread on a particular investment or
     portion of its portfolio, to protect against currency fluctuations, as a
     duration management technique or to protect against any increase in the
     price of securities the Fund anticipates purchasing at a later date. The
     Fund intends to use these transactions as hedges and not as speculative

     investments and will not sell interest rate caps or floors where it does
     not own securities or other instruments providing the income stream the
     Fund may be obligated to pay.  Interest rate swaps involve the  exchange by
     the Fund with another party of their respective commitments to pay or
     receive interest, e.g., an exchange of floating rating payments of fixed
     rate payments with respect to a notional amount of principal.  A currency
     swap is an agreement to exchange cash flows on a notional amount of two or
     more currencies based on the relative value differential among them and an
     index swap is an agreement to swap cash flows on a notional amount based on
     changes in the values of the reference indices. The purchase of a cap
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such cap to the extent that a specified index
     exceeds a predetermined interest rate or amount.  The purchase of a floor
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such floor to the extent that  specified index falls
     below a predetermined interest rate or amount.  A collar is a combination
     of a cap and a floor that preserves a certain return within a predetermined
     range of interest rates or values.
     The Fund will usually enter into swaps on a net basis, i.e., the two
     payment streams are netted out in a cash settlement on the payment date or
     dates specified in the instrument, with the Fund receiving or paying, as
     the case may be, only the net amount of the two payments.  Inasmuch as
     these swaps, caps, floors, and collars are entered into for good faith
     hedging purposes, the investment adviser and the Fund believe such
     obligations do not constitute senior securities under the Investment
     Company Act of 1940, as amended, and, accordingly, will not treat them as
     being subject to its borrowing restrictions.  There is no minimal
     acceptable rating for a swap, cap, floor, or collar to be purchased or held
     in the Fund's portfolio.  If there is a default by the counterparty, the

     Fund may have contractual remedies pursuant to the agreements related to
     the transaction.  The swap market has grown substantially in recent years
     with a large number of banks and investment banking firms acting both as
     principals and agents utilizing standardized swap documentation.  As a
     result, the swap market has become relatively liquid.  Caps, floors and
     collars are more recent innovations for which standardized documentation
     has not yet been fully developed and, accordingly, they are less liquid
     than swaps.
  RISKS OF HEDGING STRATEGIES OUTSIDE THE U.S.
     When conducted outside the U.S., hedging strategies may not be regulated as
     rigorously  as in the U.S., may not involve a clearing mechanism and
     related guarantees, and are subject to the risk of governmental actions
     affecting trading in, or the prices of, foreign securities, currencies and
     other instruments.  The value of such positions also could be adversely
     affected by:  (i) other complex foreign political, legal and economic
     factors, (ii) lesser availability than in the U.S. of data on which to make
     trading decisions, (iii) delays in the Fund's ability to act upon economic
     events occurring in foreign markets during non-business hours in the U.S.,
     (iv) the imposition of different exercise and settlement terms and
     procedures and the margin requirements than in the U.S., and (v) lower
     trading volume and liquidity.
  USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
     Many hedging strategies, in addition to other requirements, require that
     the Fund segregate liquid high grade assets with its custodian to the
     extent Fund obligations are not otherwise "covered" through ownership of
     the underlying security, financial instrument or currency.  In general,
     either the full amount of any obligation by the Fund to pay or deliver
     securities or assets must be covered at all times by the securities,
     instruments or currency required to be delivered, or, subject to any

     regulatory restrictions, an amount of cash or liquid high grade securities
     at least equal to the current amount of the obligation must be segregated
     with the custodian.  The segregated assets cannot be sold or transferred
     unless equivalent assets are substituted in their place or it is no longer
     necessary to segregate them.  For example, a call option written by the
     Fund will require the Fund to hold the securities subject to the call (or
     securities convertible into the needed securities without additional
     consideration) or to segregate liquid high grade securities sufficient to
     purchase and deliver the securities if the call is exercised.  A call
     option sold by the Fund on an index will require the Fund to own portfolio
     securities which correlate with the index or to segregate liquid high grade
     assets equal to the excess of the index value over the exercise price on a
     current basis.  A put option written by the Fund requires the Fund to
     segregate liquid high grade assets equal to the exercise price.
     Except when the Fund enters into a forward contract for the purchase or
     sale of a security denominated in a particular currency, a currency
     contract which obligates the Fund to buy or sell currency will generally
     require the Fund to hold an amount of that currency or liquid securities
     denominated in that currency equal to the Fund's obligations or to
     segregate liquid high grade assets equal to the amount of the Fund's
     obligations.
     OTC options entered into by the Fund, including those on securities,
     currency, financial instruments or indices and OTC issued and exchange
     listed index options, will generally provide for cash settlement.  As a
     result, when the Fund sells these instruments it will only segregate an
     amount of assets equal to its accrued net obligations, as there is no
     requirement for payment or delivery of amounts in excess of the net amount.
     These amounts will equal 100% of the exercise price in the case of a non
     cash-settled put, the same as an OTC guaranteed listed option sold by the

     Fund, or the in-the-money amount plus any sell-back formula amount in the
     case of a cash-settled put or call.  In addition, when the Fund sells a
     call option on an index at a time when the in-the-money amount exceeds the
     exercise price, the Fund will segregate, until the option expires or is
     closed out, cash or cash equivalents equal in value to such excess.  OTC
     issued and exchange listed options sold by the Fund other than those above
     generally settle with physical delivery, and the Fund will segregate an
     equal amount of assets equal to the full value of the option. OTC options
     settling with physical delivery, or with an election of either physical
     delivery or cash settlement will be treated the same as other options
     settling with physical delivery.
     In the case of a futures contract or an option thereon, the Fund must
     deposit initial margin and possible daily variation margin in addition to
     segregating assets sufficient to meet its obligation to purchase or provide
     securities or currencies, or to pay the amount owed at the expiration of an
     index-based futures contract.  Such assets may consist of cash, cash
     equivalents, liquid debt or equity securities or other acceptable assets.
     With respect to swaps, the Fund will accrue the net amount of the excess,
     if any, of its obligations over its entitlements with respect to each swap
     on a daily basis and will segregate an amount of cash or liquid high grade
     securities having a value equal to the accrued excess.  Caps, floors and
     collars require segregation of assets with a value equal to the Fund's net
     obligation, if any.
     Strategic transactions may be covered by other means when consistent with
     applicable regulatory policies.  The Fund may also enter into offsetting
     transactions so that its combined position, coupled with any segregated
     assets, equals its net outstanding obligation in related options and
     hedging strategies.  For example, the Fund could purchase a put option if
     the strike price of that option is the same or higher than the strike price

     of a put option sold by the Fund.  Moreover, instead of segregating assets
     if the Fund held a futures or forward contract, it could purchase a put
     option on the same futures or forward contract with a strike price as high
     or higher than the price of the contract held.  Other hedging strategies
     may also be offset in combinations.  If the offsetting transaction
     terminates at the time of or after the primary transaction no segregation
     is required, but if it terminates prior to such time, assets equal to any
     remaining obligation would need to be segregated.
     The Fund's activities involving hedging strategies may be limited by the
     requirements of Subchapter M of the Internal Revenue Code of 1986, as
     amended (the "Code") for qualification as a regulated investment company.
     (See "Tax Status")
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 Fund
     values its assets daily in U.S. dollars, the Fund may not convert its
     holdings of foreign currencies to U.S. dollars daily. The Fund may incur
     conversion costs when it converts its holdings to another currency. Foreign
     exchange dealers may realize a profit on the difference between the price
     at which the Fund buys and sells currencies.
     The Fund will engage in foreign currency exchange transactions in
     connection with its portfolio investments. The Fund will conduct its
     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 Fund may enter into forward foreign currency exchange contracts in
     order to protect 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 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 Fund's
     best interest to do so. The Fund will not speculate in foreign currency
     exchange.
     The Fund will not enter into forward foreign currency exchange contracts or
     maintain a net exposure in such contracts when it would be obligated to
     deliver an amount of foreign currency in excess of the value of its
     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 investment adviser believes will tend to be closely correlated with
     that currency with regard to price movements. Generally, the Fund 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 rises in value if the underlying currency depreciates in
     value. Although purchasing a foreign currency option can protect the Fund
     against an adverse movement in the value of a foreign currency, the option
     will not limit the movement in the value of such currency. For example, if
     the Fund was holding securities denominated in a foreign currency that was
     appreciating and had purchased a foreign currency put to hedge against a
     decline in the value of the currency, the Fund would not have to exercise
     its put option. Likewise, if the Fund were to enter into a contract to
     purchase a security denominated in foreign currency and, in conjunction
     with that purchase, were to purchase a foreign currency call option to
     hedge against a rise in value of the currency, and if the value of the
     currency instead depreciated between the date of purchase and the
     settlement date, the Fund would not have to exercise its call. Instead, the
     Fund could acquire in the spot market the amount of foreign currency needed
     for settlement.
  SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS
     Buyers and sellers of foreign currency options are subject to the same
     risks that apply to options generally. In addition, there are certain risks
     associated with foreign currency options. The markets in foreign currency
     options are relatively new, and the Fund's ability to establish and close
     out positions on such options is subject to the maintenance of a liquid
     secondary market. Although the Fund will not purchase or write such options
     unless and until, in the opinion of the 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 Fund may be able to achieve many of the same objectives as it would
     through the use of forward foreign currency exchange contracts. The Fund

     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 associated with foreign currency futures contracts and their use
     as a hedging device similar to those associated with options on currencies,
     as described above.
     Options on foreign currency futures contracts may involve certain
     additional risks. Trading options on 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 Fund will not purchase or write options on foreign
     currency futures contracts unless and until, in the opinion of the
     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.
SPECIAL CONSIDERATIONS AFFECTING EMERGING MARKETS
Investing in equity securities of companies in emerging markets may entail
greater risks than investing in equity securities in developed countries. These

risks include (i) less social, political and economic stability; (ii) the small
current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict the
Fund's investment opportunities, including restrictions on investment in issuers
or industries deemed sensitive to national interests; (iv) foreign taxation; and
(v) the absence of developed structures governing private or foreign investment
or allowing for judicial redress for injury to private property. Investing in
the securities of companies in emerging markets, may entail special risks
relating to the potential political and economic instability and the risks of
expropriation, nationalization, confiscation or the imposition of restrictions
on foreign investment, convertibility of currencies into  U.S. dollars and on
repatriation of capital invested. In the event of such expropriation,
nationalization or other confiscation by any country, the Fund could lose its
entire investment in any such country.
Settlement mechanisms in emerging markets may be less efficient and reliable
than in more developed markets. In such emerging securities markets there may be
share registration and delivery delays or failures.
Most Latin American countries have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates and corresponding currency devaluations have had
any may continue to have negative effects on the economies and securities
markets of certain Latin American countries.
POLITICAL, SOCIAL AND ECONOMIC RISKS.  Even though opportunities for investment
may exist in emerging markets, any change in the leadership or policies of the
governments of those countries or in the leadership or policies of any other
government which exercises a significant influence over those countries, may
halt the expansion of or reverse the liberalization of foreign investment

policies now occurring and thereby eliminate any investment opportunities which
may currently exist.
Investors should note that upon the accession to power of authoritarian regimes,
the governments of a number of Latin American countries previously expropriated
large quantities of real and personal property similar to the property which
will be represented by the securities purchased by the Fund. The claims of
property owners against those governments were never finally settled. There can
be no assurance that any property represented by securities purchased by the
Fund will not also be expropriated, nationalized, or otherwise confiscated. If
such confiscation were to occur, the Fund could lose its entire investment in
such countries. The Fund's investments would similarly be adversely affected by
exchange control regulation in any of those countries.
Certain countries in which the Fund may invest may have groups that advocate
radical religious or revolutionary philosophies or support ethnic independence.
Any disturbance on the part of such individuals could carry the potential for
widespread destruction or confiscation of property owned by individuals and
entities foreign to such country and could cause the loss of the Fund's
investment in those countries. Instability may also result from, among other
things: (i) authoritarian governments or military involvement in political and
economic decision-making, including changes in government through
extraconsititutional means; (ii) popular unrest associated with demands for
improved political, economic and social conditions; and (iii) hostile relations
with neighboring or other countries. Such political, social and economic
instability could disrupt the principal financial markets in which the Fund
invests and adversely affect the value of the Fund's assets.
ADDITIONAL RISK CONSIDERATIONS
The Directors consider at least annually the likelihood of the imposition by any
foreign government of exchange control restrictions which would affect the
liquidity of the Fund's assets maintained with custodians in foreign countries,

as well as the degree of risk from political acts of foreign governments to
which such assets may be exposed.  The Directors also consider the degree of
risk involved through the holding of portfolio securities in domestic and
foreign securities depositories.  However, in the absence of willful
misfeasance, bad faith or gross negligence on the part of the investment
adviser, any losses resulting from the holding of the Fund's portfolio
securities in foreign countries and/or with securities depositories will be at
the risk of shareholders.  No assurance can be given that the Directors'
appraisal of the risks will always be correct or that such exchange control
restrictions or political acts of foreign governments might not occur.
PORTFOLIO TURNOVER
Although the Fund does not intend to invest for the purpose of seeking short-
term profits, securities in its portfolio will be sold whenever the investment
adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held.  The investment adviser does not anticipate that portfolio turnover
will result in adverse tax consequences.  It is not anticipated that the
portfolio trading engaged in by the Fund will result in its annual rate of
portfolio turnover exceeding 100%; however, the relative performance of the
Fund's investments may make a realignment of the Fund's portfolio desirable from
time to time.  The frequency of such portfolio realignments will be determined
by market conditions.  Higher portfolio turnover involves correspondingly
greater brokerage commissions and other transaction costs that the Fund will
bear directly.
INVESTMENT LIMITATIONS
The following investment limitations are fundamental (except that no investment
limitation of the Fund shall prevent the Fund from investing substantially all
of its assets (except for assets which are not considered "investment
securities" under the Investment Company Act of 1940, as amended, or assets

exempted by the SEC) in an open-end investment company with substantially the
same investment objectives):
  SELLING SHORT AND BUYING ON MARGIN
     The Fund will not sell any securities short or purchase any securities on
     margin, but may obtain such short-term credits as are necessary for the
     clearance of purchases and sales of portfolio securities. The deposit or
     payment by the Fund of initial or variation margin in connection with
     financial futures contracts or related options transactions is not
     considered the purchase of a security on margin.
  ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities, except that the Fund may borrow
     money directly or through reverse repurchase agreements in amounts up to
     one-third of the value of its total assets, including the amount borrowed,
     and except to the extent that the Fund may enter into futures contracts.
     The Fund will not borrow money or engage in reverse repurchase agreements
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure or to facilitate management of the portfolio by enabling
     the Fund to meet redemption requests when the liquidation of portfolio
     securities is deemed to be inconvenient or disadvantageous.  The Fund will
     not purchase any securities while any borrowings in excess of 5% of its
     total assets are outstanding.
  PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings.  In these cases, the Fund may pledge assets as
     necessary to secure such borrowings.  For purposes of this limitation, the
     following will not be deemed to be pledges of the Fund's assets:  (a) the
     deposit of assets in escrow in connection with the writing of covered put
     or call options and the purchase of securities on a when-issued basis; and
     (b) collateral arrangements with respect to:  (i) the purchase and sale of

     securities options (and options on securities indexes) and (ii) initial or
     variation margin for futures contracts.
  CONCENTRATION OF INVESTMENTS
     The Fund will not invest 25% or more of the value of its total assets in
     any one industry, except that the Fund may invest 25% or more of the value
     of its total assets in securities issued or guaranteed by the U.S.
     government, its agencies or instrumentalities, and repurchase agreements
     collateralized by such securities.
  INVESTING IN COMMODITIES
     The Fund will not invest in commodities, except that the Fund reserves the
     right to engage in transactions involving futures contracts, options, and
     forward contracts with respect to securities, securities indexes or
     currencies.
  INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate, including limited
     partnership interests, although it may invest in the securities of
     companies whose business involves the purchase or sale of real estate or in
     securities which are secured by real estate or interests in real estate.
  LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets, except portfolio securities.
     This shall not prevent the Fund from purchasing or holding U.S. government
     obligations, corporate bonds, money market instruments, debentures, notes,
     certificates of indebtedness, or other debt securities, entering into
     repurchase agreements, or engaging in other transactions where permitted by
     the Fund's investment objective, policies, and limitations or the
     Corporation's Articles of Incorporation.
  UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may be
     deemed to be an underwriter under the Securities Act of 1933 in connection

     with the sale of securities in accordance with its investment objective,
     policies, and limitations.
  DIVERSIFICATION OF INVESTMENTS
     With respect to securities comprising 75% of the value of its total assets,
     the Fund will not purchase securities issued by any one issuer (other than
     cash, cash items, or securities issued or guaranteed by the U.S.
     government, 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, and will not acquire more than 10% of the outstanding voting
     securities of any one issuer.
The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Directors without
shareholder approval (except that no investment limitation of the Fund shall
prevent the Fund from investing substantially all of its assets (except for
assets which are not considered "investment securities" under the Investment
Company Act of 1940, as amended, or assets exempted by the SEC) in an open-end
investment company with substantially the same investment objectives).
Shareholders will be notified before any material changes in these limitations
become effective.
  INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will limit its investment in other investment companies to no more
     than 3% of the total outstanding voting stock of any investment company,
     invest no more than 5% of its total assets in any one investment company,
     and invest no more than 10% of its total assets in investment companies in
     general.  The Fund will purchase securities of investment companies only in
     open-market transactions involving only customary broker's commissions.
     However, these limitations are not applicable if the securities are
     acquired in a merger, consolidation, or acquisition of assets.  It should

     be noted that investment companies incur certain expenses such as
     management fees, and, therefore, any investment by the Fund in shares of
     another investment company would be subject to such duplicate expenses.
  INVESTING IN ILLIQUID SECURITIES
    The Fund will not invest more than 15% of the value of its net assets in
    illiquid securities, including repurchase agreements providing for
    settlement in more than seven days after notice, non-negotiable time
    deposits with maturities over seven days, over-the-counter options, swap
    agreements not determined to be liquid, and certain restricted securities
    not determined by the Directors to be liquid.
  INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     securities of issuers with 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 DIRECTORS OF
  THE CORPORATION
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Directors of the Corporation or the Fund's investment adviser,
     owning individually more than 1/2 of 1% of the issuer's securities,
     together own more than 5% of the issuer's securities.
  INVESTING IN MINERALS
     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs or leases, although it may invest in
     the securities of issuers which invest in or sponsor such programs.
  PURCHASING SECURITIES TO EXERCISE CONTROL
     The Fund will not purchase securities of a company for the purpose of
     exercising control or management.

  INVESTING IN PUT OPTIONS
     The Fund will not purchase put options on securities or futures contracts,
     unless the securities or futures contracts are held in the Fund's portfolio
     or unless the Fund is entitled to them in deliverable form without further
     payment or after segregating cash in the amount of any further payment.
  WRITING COVERED CALL OPTIONS
     The Fund will not write call options on securities unless the securities or
     futures contracts are held in the Fund's portfolio or unless the Fund is
     entitled to them in deliverable form without further payment or after
     segregating cash in the amount of any further payment.
  INVESTING IN WARRANTS
     The Fund will not invest more than 5% of the value of its net assets in
     warrants, including those acquired in units or attached to other
     securities. No more than 2% of the Fund's net assets, to be included within
     the overall 5% limit on investments in warrants, may be warrants which are
     not listed on the New York or American Stock Exchanges. For purposes of
     this investment restriction, warrants will be valued at the lower of cost
     or market, except that warrants acquired by the Fund in units with or
     attached to securities may be deemed to be without value.
Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction.
The Fund has no present intent to borrow money, pledge securities, or invest in
reverse repurchase agreements in excess of 5% of the value of its total assets
in the coming fiscal year.  In addition, the Fund expects to lend not more than
5% of its total assets in the coming fiscal year.
To comply with registration requirements in certain states, the Fund (1) will
limit the aggregate value of the assets underlying covered call options or put

options written by the Fund to not more than 25% of its net assets, (2) will
limit the premiums paid for options purchased by the Fund to 5% of its net
assets, and (3) will limit the margin deposits on futures contracts entered into
by the Fund to 5% of its net assets.  (If state requirements change, these
restrictions may be revised without shareholder notification.)
For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."


WORLD INVESTMENT SERIES, INC. MANAGEMENT

OFFICERS AND DIRECTORS ARE LISTED WITH THEIR ADDRESSES, BIRTHDATES, PRESENT
POSITIONS WITH WORLD INVESTMENT SERIES, INC., AND PRINCIPAL OCCUPATIONS.


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


Thomas G. Bigley

28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate:  February 3, 1934
Director
Director, Oberg Manufacturing Co.; Chairman of the Board, Children's Hospital of
Pittsburgh; Director, Trustee, or Managing General Partner of the Funds;
formerly, Senior Partner, Ernst & Young LLP.


John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate:  June 23, 1937
Director
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.


William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate:  July 4, 1918
Director

Director and Member of the Executive Committee, Michael Baker, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Vice Chairman and
Director, PNC Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes, Inc.




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


Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate:  October 11, 1932
Director
Professor of Medicine and Member, Board of Trustees, University of Pittsburgh;
Medical Director, University of Pittsburgh Medical Center - Downtown; Member,
Board of Directors, University of Pittsburgh Medical Center; formerly,
Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Director, Trustee, or Managing General Partner of the Funds.


Richard B. Fisher *
Federated Investors Tower
Pittsburgh, PA

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


Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate:  June 18, 1924
Director
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly, Counsel, Horizon
Financial, F.A., Western Region.


Peter E. Madden
Seacliff
562 Bellevue Avenue
Newport, RI
Birthdate:  March 16, 1942
Director
Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation.


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


John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
Director
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director, Trustee or Managing General Partner of the Funds.


Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate:  September 14, 1925
Director
Professor, International Politics and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., and U.S. Space Foundation; Chairman, Czecho Management Center;

Director, Trustee, or Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; founding Chairman, National Advisory Council for
Environmental Policy and Technology and Federal Emergency Management Advisory
Board.


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


J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate:  April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Vice President of the Funds;
Director, Trustee, or Managing General Partner of some of the Funds. Mr. Donahue
is the son of John F. Donahue, Chairman and Director  of the Company.


Edward C. Gonzales
Federated Investors Tower

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


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


David M. Taylor
Federated Investors Tower
Pittsburgh, PA
Birthdate:  January 13, 1947

Treasurer
Senior Vice President, Controller, and Trustee, Federated Investors; Controller,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.;  Senior Vice President, Federated
Shareholder Services; Vice President, Federated Administrative Services;
Treasurer of some of the Funds.


* This Director 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
Directors handles the responsibilities of the Board of Directors between
meetings of the Board.
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series, Inc.; DG
Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated ARMs
Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated High Yield Trust; Federated Income
Securities Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust; Federated Municipal Trust;
Federated Short-Term Municipal Trust;  Federated Short-Term U.S. Government
Trust; Federated Stock Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S. Government
Securities Fund: 1-3 Years; Federated U.S. Government Securities Fund: 3-5
Years; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insurance Management Series;

Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty
High Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999; Liberty
Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money Market
Management, Inc.; Money Market Obligations Trust; Money Market Trust; Municipal
Securities Income Trust; Newpoint Funds; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; The Shawmut Funds; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark Funds;
Trust for Financial Institutions; Trust For Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations; The
Virtus Funds; and World Investment Series, Inc.
FUND OWNERSHIP
Officers and Directors own less than 1% of the Fund's outstanding Shares.
DIRECTORS COMPENSATION


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


John F. Donahue      $ 0   $0 for the Corporation and
Chairman and Director      68 other investment companies in the Fund Complex

Thomas G. Bigley     $ 0   $20,688 for the Corporation and
Director                   49 other investment companies in the Fund Complex

John T. Conroy, Jr.  $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

William J. Copeland  $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

James E. Dowd        $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.    $ 0     $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Richard B. Fisher    $ 0   $0 for the Corporation and
President and Director        8 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.    $ 0     $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Peter E. Madden      $ 0   $90,563 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Gregor F. Meyer      $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

John E. Murray, Jr.  $ 0   $0 for the Corporation and
Director                   69 other investment companies in the Fund Complex

Wesley W. Posvar     $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex


Marjorie P. Smuts    $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex


*Information is furnished for the period from January 26, 1994 (organization
date of the Corporation) to November 30, 1994.
#The aggregate compensation is provided for the Corporation which was comprised
of 1 portfolio, as of
November 30, 1994.
+The information is provided for the last calendar year end.
INVESTMENT ADVISORY SERVICES

ADVISER TO THE FUND
The Fund's investment adviser is Federated Global Research Corp. (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.
The Adviser shall not be liable to the Corporation, the Fund, or any shareholder
of the Fund for any losses that may be sustained in the purchase, holding, or
sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Corporation.
ADVISORY FEES
For its advisory services, the Adviser receives an annual investment advisory
fee as described in each  prospectus.
  STATE EXPENSE LIMITATIONS
     The Adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are

     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses) exceed
     2-1/2% per year of the first $30 million of average net assets, 2% per year
     of the next $70 million of average net assets, and 1-1/2% per year of the
     remaining average net assets, the Adviser will reimburse the Fund for its
     expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this limitation,
     the investment advisory fee paid will be reduced by the amount of the
     excess, subject to an annual adjustment. If the expense limitation is
     exceeded, the amount to be reimbursed by the Adviser will be limited, in
     any single fiscal year, by the amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended or
     rescinded in the future.
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 Fund for a fee as described in each
prospectus.  Dr. Henry J. Gailliot, an officer of Federated Global Research
Corp., the Adviser to the Fund, holds approximately 20% of the outstanding
common stock and serves as a director of Commercial Data Services, Inc., a
company which provides computer processing services to Federated Administrative
Services.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund.  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 the Fund's accounting records.  The
fee paid for this service is based upon the level of the Fund's average net
assets for the period plus out-of-pocket expenses.
BROKERAGE TRANSACTIONS

The Adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the Adviser
and may include:
   o advice as to the advisability of investing in securities;
   o security analysis and reports;
   o economic studies;
   o industry studies;
   o receipt of quotations for portfolio evaluations; and
   o similar services.
The Adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions charged
by such persons are reasonable in relation 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 other accounts. To the extent that
receipt of these services may supplant services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce their expenses.
Although investment decisions for the Fund are made independently from those of
the other accounts managed by the Adviser, investments of the type the Fund may

make may also be made by those other accounts.  When the Fund and one or more
other accounts managed by the Adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtained or disposed of by the Fund.  In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Fund.
The Adviser may engage in other non-U.S. transactions that may have adverse
effects on the market for securities in the Fund's portfolio.  The Adviser is
not obligated to obtain any material non-public ("inside") information about any
securities issuer, or to base purchase or sale recommendations on such
information.
PURCHASING SHARES

Except under certain circumstances described in each prospectus, Shares are sold
at their net asset value (plus a sales load on Class A Shares only) on days the
New York Stock Exchange is open for business. The procedure for purchasing
Shares is explained in each prospectus under "How To Purchase Shares."
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT
These arrangements permit the payment of fees to financial institutions, the
distributor, and Federated Shareholder Services as appropriate, to stimulate
distribution activities and to cause services to be provided to shareholders by
a representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of

client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses.
By adopting the Distribution Plan, the Directors expect that the Class A Shares,
Class B Shares, and Class C Shares of the Fund will be able to achieve a more
predictable flow of cash for investment purposes and to meet redemptions. This
will facilitate more efficient portfolio management and assist the Fund in
pursuing its investment objectives. By identifying potential investors whose
needs are served by the Fund's objectives, and properly servicing these
accounts, it may be possible to curb sharp fluctuations in rates of redemptions
and sales.
Other benefits, which may be realized under either arrangement, may include: (1)
providing personal services to shareholders; (2) investing shareholder assets
with a minimum of delay and administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to shareholders' requests and
inquiries concerning their accounts.
CONVERSION TO FEDERAL FUNDS
It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Federated Services Company acts as the shareholder's agent in
depositing checks and converting them to federal funds.
PURCHASES BY SALES REPRESENTATIVES, DIRECTORS, AND EMPLOYEES OF THE FUND
Directors, employees, and sales representatives of the Fund, Federated Global
Research Corp., and Federated Securities Corp. or their affiliates, or any
investment dealer who has a sales agreement with Federated Securities Corp. and
their spouses and children under 21, may buy Class A Shares at net asset value
without a sales load. Shares may also be sold without a sales load to trusts or
pension or profit-sharing plans for these people.

These sales are made with the purchaser's written assurance that the purchase is
for investment purposes and that the securities will not be resold except
through redemption by the Fund.
DETERMINING NET ASSET VALUE

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in each prospectus.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities, other than options, are
determined as follows:
   o 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;
   o in the absence of recorded sales for equity securities, according to the
     mean between the last closing bid and asked prices;
   o for bonds and other fixed income securities, as determined by an
     independent pricing service;
   o for short-term obligations, according to the prices as furnished by an
     independent pricing service, except that short-term obligations with
     remaining maturities of less than 60 days at the time of purchase may be
     valued at amortized cost; and
   o for all other securities, at fair value as determined in good faith by the
     Directors.
Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider: insititutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.
The Fund will value futures contracts and options at their market values
established by the exchanges on which they are traded at the close of trading on

such exchanges unless the Directors determine in good faith that another method
of valuing such investments is necessary.
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
Fund values 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 Directors, although the actual calculation may
be done by others.
REDEEMING SHARES

The Fund redeems Shares at the next computed net asset value, less any
applicable contingent deferred sales charge, after the Fund receives the
redemption request. Redemption procedures are explained in each prospectus under
"How To Redeem Shares." Although the transfer agent does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.
Class B Shares redeemed within six years of purchase and Class C Shares and
applicable Class A Shares redeemed within one year of purchase may be subject to
a contingent deferred sales charge. The amount of the contingent deferred sales
charge is based upon the amount of the administrative fee paid at the time of
purchase by the distributor to the financial institution for services rendered,
and the length of time the investor remains a shareholder in the Fund. Should

financial institutions elect to receive an amount less than the administrative
fee that is stated in the prospectus for servicing a particular shareholder, the
contingent deferred sales charge and/or holding period for that particular
shareholder will be reduced accordingly.
Since portfolio securities of the Fund may be traded on foreign exchanges which
trade on Saturdays or on holidays on which the Fund will not make redemptions,
the net asset value of each class of Shares of the Fund may be significantly
affected on days when shareholders do not have an opportunity to redeem their
Shares.
REDEMPTION IN KIND
Although the Corporation 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 Fund's portfolio.  To the extent
available, such securities will be readily marketable.
The Corporation has elected to be governed by Rule 18f-1 of the Investment
Company Act of 1940, as amended, under which the Corporation 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.
Any redemption beyond this amount will also be in cash unless the Directors
determine that payment should be in kind.  In such a case, the Fund will pay all
or a portion of the remainder of the redemption in portfolio instruments, valued
in the same way as the Fund determines net asset value.  The portfolio
instruments will be selected in a manner that the Directors deem fair and
equitable.
Redemption in kind is not as liquid as a cash redemption.  If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.

TAX STATUS

THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code of 1986, as amended,
applicable to regulated investment companies and to receive the special tax
treatment afforded to such companies. To qualify for this treatment, the Fund
must, among other requirements:
   o derive at least 90% of its gross income from dividends, interest, and gains
     from the sale of securities;
   o derive less than 30% of its gross income from the sale of securities held
     less than three months;
   o invest in securities within certain statutory limits; and
   o distribute to its shareholders at least 90% of its net income earned during
     the year.
However, the Fund 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 Fund upon disposition of PFIC investments.
FOREIGN TAXES
Investment income on certain foreign securities in which the Fund 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 Fund
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 Fund's dividends, and any short-term
capital gains, are taxable as ordinary income.

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

The average annual total return for each class of Shares of the Fund is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the 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, less any applicable sales
load, adjusted over the period by any additional Shares, assuming the annual
reinvestment of all dividends and distributions.
Any applicable contingent deferred sales charge is deducted from the ending
value of the investment based on the lesser of the original purchase price or
the net asset value of Shares redeemed.
YIELD

The yield for each class of Shares of the Fund is determined by dividing the net
investment income per share (as defined by the Securities and Exchange
Commission) earned by any class of Shares over a thirty-day period by the
maximum offering price per share of the respective class on the last day of the
period. This value is annualized using semi-annual compounding. This means that
the amount of income generated during the thirty-day period is assumed to be
generated each month over a 12-month period and is reinvested every six months.
The yield does not necessarily reflect income actually earned by the Fund
because of certain adjustments required by the Securities and Exchange

Commission and, therefore, may not correlate to the dividends or other
distributions paid to the shareholders.
To the extent that financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in any class
of Shares, the performance will be reduced for those shareholders paying those
fees.
PERFORMANCE COMPARISONS

The performance of each of the classes of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio securities;
   o changes in the Fund's or any class of Shares' expenses; and
   o various other factors.
The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per Share fluctuate daily. Both net earnings and offering
price per Share are factors in the computation of yield and total return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance, investors
should consider all relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of other funds, and methods
used to value portfolio securities and compute offering price. The financial
publications and/or indices which the Fund uses in advertising may include:
   o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P 500), 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 S & P 500 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.
   o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund categories by
     making comparative calculations using total return. Total return assumes
     the reinvestment of all capital gains distributions and income dividends
     and takes into account any change in net asset value over a specified
     period of time. From time to time, the Fund will quote its Lipper ranking
     in the "emerging market region funds" category in advertising and sales
     literature.
   o MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDICES, including, among
     others, the Morgan Stanley Capital International Europe, Australia, Far
     East Index ("EAFE Index").  The EAFE Index is an unmanaged index of more
     than 1,000 companies of Europe, Australia, and the Far East.
   o IBBOTSON ASSOCIATES INTERNATIONAL BOND INDEX, which provides a detailed
     breakdown of local market and currency returns since 1960.
   o BEAR STEARNS FOREIGN BOND INDEX, which provides simple average returns for
     individual countries and GNP-weighted index, beginning in 1975.  The
     returns are broken down by local market and currency.
   o MORNINGSTAR, INC. , an independent rating service, is the publisher of the
     bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
     NASDAQ-listed mutual funds of all types, according to their risk-adjusted
     returns. The maximum rating is five stars, and ratings are effective for
     two weeks.
From time to time, the Fund may quote information including but not limited to
data regarding:  individual countries, regions, world stock exchanges, and
economic and demographic statistics from sources deemed reliable.
Advertisements and other sales literature for any class of Shares may quote
total returns which are calculated on non-standardized base periods. These total
returns also represent the historic change in the value of an investment in any

class of Shares based on annual reinvestment of dividends over a specified
period of time.
From time to time as it deems appropriate, the Fund may advertise the
performance of any class of Shares using charts, graphs, and descriptions,
compared to federally insured bank products including certificates of deposit
and time deposits and to money market funds using the Lipper Analytical Services
money market instruments average. In addition, advertising and sales literature
for the Fund may use charts and graphs to illustrate the principles of dollar-
cost averaging and may disclose the amount of dividends paid by the Fund over
certain periods of time.
Advertisements may quote performance information which does not reflect the
effect of the sales load on Class A Shares.
ABOUT FEDERATED INVESTORS

Federated Investors ("Federated") is dedicated to meeting investor needs which
is reflected in its investment decision making-structured, straightforward, and
consistent.  This has resulted in a history of competitive performance with a
range of competitive investment products that have gained the confidence of
thousands of clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research.  Investment
decisions are made and executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the equity sector, Federated has more than 25 years' experience.  As of
December 31, 1994, Federated managed 15 equity funds totaling approximately $4
billion in assets across growth, value, equity income, international, index and
sector (i.e. utility) styles.  Federated's value-oriented management style
combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.

J. Thomas Madden, Executive Vice President, oversees Federated's equity and high
yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated's domestic fixed income management.  Henry A.
Frantzen, Executive Vice President, oversees the management of Federated's
international portfolios.
MUTUAL FUND MARKET
Twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications.  Specific markets include:
INSTITUTIONAL
Federated meets the needs of more than 4,000 institutional clients nationwide by
managing and servicing separate accounts and mutual funds for a variety of
applications, including defined benefit and defined contribution programs, cash
management, and asset/liability management.  Institutional clients include
corporations, pension funds, tax-exempt entities, foundations/endowments,
insurance companies, and investment and financial advisors.  The marketing
effort to these  institutional clients is headed by John B. Fisher, President,
Institutional Sales Division.
*source:  Investment Company Institute
TRUST ORGANIZATIONS
Other institutional clients include close relationships with more than 1,500
banks and trust organizations.  Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R. Gensheimer, Executive
Vice President, Bank Marketing & Sales.

BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.


APPENDIX

STANDARD AND POOR'S RATINGS GROUP LONG TERM DEBT RATING DEFINITIONS
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree.
A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues.  However, it faces major ongoing uncertainties or exposure
to adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments.  The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB- rating.
B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal 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 a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal.  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 Standard & Poor's Ratings Group
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. LONG TERM BOND RATING DEFINITIONS
AAA--Bonds which are rated AAA are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged". Interest payments are protected by a large or by an exceptionally stable

margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
AA--Bonds which are rated AA are judged to be of high quality by all standards.
Together with the AAA group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in AAA securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in AAA securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.
BAA--Bonds which are rated BAA are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as well assured.  Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position characterizes
bonds in this class.
B--Bonds which are rated B generally lack characteristics of a 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 RATING DEFINITIONS
AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.
A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore, impair timely
payment.  The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 indentifiable 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.
MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. PRIME-1
repayment capacity will normally be evidenced by the following characteristics:
- - Leading market positions in well established industries.
- - High rates of return on funds employed.
- - Conservative capitalization structure with moderate reliance on debt and ample
asset protection.

- - Broad margins in earning coverage of fixed financial charges and high internal
cash generation.
- - Well established access to a range of financial markets and assured sources of
alternate liquidity.
PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.
STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS
A-1--This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+)  designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory.  However, the relative degree of safety is not as high as for
issues designated A-1.
FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS
FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.
FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

FEDERATED EUROPEAN GROWTH FUND
(A portfolio of World Investment Series, Inc.)

Class A Shares
Class B Shares
Class C Shares

Combined Prospectus


    The shares of Federated European Growth Fund (the "Fund") represent
    interests in a diversified portfolio of World Investment Series, Inc. (the
    "Corporation"), an open-end management investment company (a mutual fund).
    The investment objective of the Fund is to provide long-term growth of
    capital. Any income received from the portfolio is incidental.  The Fund
    pursues its investment objective by investing primarily in the equity
    securities of European companies.
    THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
    ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED
    BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR
    ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT
    RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.




    This prospectus contains the information you should read and know before
    you invest in the Fund. Keep this prospectus for future reference.
    The Fund has also filed a Combined Statement of Additional Information
    dated February 13, 1996, 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, which is in paper form
    only, or a paper copy of this prospectus, if you have received your
    prospectus electronically, free of charge by calling 1-800-235-4669. To
    obtain other information or to make inquiries about the Fund, contact your
    financial institution.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
    TO THE CONTRARY IS A CRIMINAL OFFENSE.
    Prospectus dated February 13, 1996




    Table of Contents will be
    generated when document is
    complete.




                              SUMMARY OF FUND EXPENSES
                           FEDERATED EUROPEAN GROWTH FUND

                                   CLASS A SHARES
                          SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
       ....................................................5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)
      0.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS A SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee (3) .........................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %




          Total Class A Shares Operating Expenses (4)......      %
    (1)

      Class A Shares purchased with the proceeds of a redemption of shares of
      an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      Class A Shares have no present intention of paying or accruing the 12b-1
      fee during the fiscal year ending November 30, 1996.  If Class A Shares
      were paying or accruing the 12b-1 fee, Class A Shares would be able to
      pay up to 0.25% of its average daily net assets for the 12b-1 fee.  See
      "Corporation Information."




    (4)

      The Total Class A Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

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

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,




       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class A Shares' fiscal year
    ending November 30, 1996.



                              SUMMARY OF FUND EXPENSES
                           FEDERATED EUROPEAN GROWTH FUND

                                   CLASS B 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)(1)
      5.50%




    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS B SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee .............................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %
          Total Class B Shares Operating Expenses (3) (4)..      %
    (1)

      The contingent deferred sales charge is 5.50% in the first year declining
      to 1.00% in the sixth year and 0.00% thereafter.  (See "Contingent
      Deferred Sales Charge.")
    (2)

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




    (3)

      Class B Shares convert to Class A Shares (which pay lower ongoing
      expenses) approximately eight years after purchase.
    (4)

      The Total Class B Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class B Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

    The purpose of this table is to assist an investor in understanding the
    various costs and expenses that a shareholder of Class B Shares will bear,
    either directly or indirectly.  For more complete descriptions of the
    various costs and expenses, see "Investing in Class B Shares" and
    "Corporation 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.

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class B Shares' fiscal year
    ending November 30, 1996.


                              SUMMARY OF FUND EXPENSES
                           FEDERATED EUROPEAN GROWTH FUND

                                   CLASS C 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)(1)
      1.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS C SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee .............................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %
          Total Class C Shares Operating Expenses (3)......      %
    (1)

      The contingent deferred sales charge assessed is 1.00% of the lesser of




      the original purchase price or the net asset value of Shares redeemed
      within one year of their purchase date.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      The Total Class C Shares Operating Expenses are estimated to be      %
                                                                      -----
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class C Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

    The purpose of this table is to assist an investor in understanding the
    various costs and expenses that a shareholder of Class C Shares will bear,
    either directly or indirectly.  For more complete descriptions of the




    various costs and expenses, see "Investing in Class C Shares" and
    "Corporation 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.

    EXAMPLE                                  1 year 3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class C Shares' fiscal year
    ending November 30, 1996.






                                      SYNOPSIS
    The Corporation was established under the laws of the State of Maryland on
    January 25, 1994.  The Corporation's address is Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779.  The Articles of Incorporation permit
    the Corporation to offer separate series of shares representing interests
    in separate portfolios of securities. As of the date of this prospectus,
    the Board of Directors (the "Directors") has established three classes of
    shares for the Fund, known as Class A Shares, Class B Shares, and Class C
    Shares (individually and collectively as the context requires, "Shares").
    Shares of the Fund are designed for individuals and institutions seeking
    long-term growth of capital by investing primarily in the equity securities
    of European companies.
    For information on how to purchase Shares of the Fund, please refer to "How
    to Purchase Shares." The minimum initial investment for Class A Shares is
    $500. The minimum initial investment for Class B Shares and Class C Shares
    is $1500. However, the minimum initial investment for a retirement account
    in any class is $50. Subsequent investments in any class must be in amounts
    of at least $100, except for retirement plans which must be in amounts of
    at least $50.




    In general, Class A Shares are sold at net asset value plus an applicable
    sales load and are redeemed at net asset value. However, a contingent
    deferred sales charge is imposed under certain circumstances. For a more
    complete description, see "How to Redeem Shares."
    Class B Shares are sold at net asset value.  A contingent deferred sales
    charge is imposed on certain Shares which are redeemed within six full
    years of purchase.  See "How to Redeem Shares."
    Class C Shares are sold at net asset value. A contingent deferred sales
    charge of 1.00% will be charged on assets redeemed within the first 12
    months following purchase. See "How to Redeem Shares."
    In addition, the Fund pays a shareholder services fee at an annual rate not
    to exceed 0.25% of average daily net assets.
    Additionally, information regarding the exchange privilege offered with
    respect to the Fund and certain other funds for which affiliates of
    Federated Investors serve as investment adviser or principal underwriter
    (the "Federated Funds") can be found under "Exchange Privilege."
    Federated Global Research Corp. is the investment adviser (the "Adviser")
    to the Fund and receives compensation for its services. The Adviser's
    address is 175 Water Street, New York, New York 10038-4965.
    Investors should be aware of the following general observations. The Fund
    may make certain investments and employ certain investment techniques that
    involve risks, including, but not limited to, entering into repurchase




    agreements, lending portfolio securities, investing in restricted and
    illiquid securities, investing in securities on a when-issued and delayed
    delivery basis, writing call options and investing in foreign securities.
    The Fund's current net asset value and offering price can be found in the
    mutual funds section of local newspapers under "Federated Liberty Funds."


                              LIBERTY FAMILY OF FUNDS
    This Fund is a member of a family of mutual funds, collectively known as
    the Liberty Family of Funds. The other funds in the Liberty Family of Funds
    are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Asia Pacific Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Asia
        and the Pacific Rim;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;




      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;
      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;
      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated  primarily in foreign currencies;
      o Federated International Small Company Fund, providing long-term growth
        of capital by investing in equity securities of small foreign companies
        in developed and emerging markets.
      o Federated Latin American Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Latin
        America;
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;




      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current  income exempt from federal regular income tax through
        municipal bonds;
      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;
      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;
      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;
      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal,  primarily limited to municipal securities;
      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed




        by the state  of Michigan and Michigan municipalities, primarily
        through Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the  Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;
      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and
      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
    Prospectuses for these funds are available by writing to Federated
    Securities Corp.
    Each of the funds may also invest in certain other types of securities as
    described in each fund's prospectus.
    The Liberty Family of Funds provides flexibility and diversification for an
    investor's long-term investment planning. It enables an investor to meet
    the challenges of changing market conditions by offering convenient
    exchange privileges which give access to various investment vehicles and by




    providing the investment services of proven, professional investment
    advisers.
    Shareholders of Class A Shares who have been designated as Liberty Life
    Members are exempt from sales loads on future purchases in and exchanges
    between the Class A Shares of any funds in the Liberty Family of Funds, as
    long as they maintain a $500 balance in one of the Liberty Funds.
                               INVESTMENT INFORMATION
    INVESTMENT OBJECTIVE
    The investment objective of the Fund is to provide long-term growth of
    capital. Any income received from the portfolio is incidental.  The
    investment objective cannot be changed without approval of shareholders.
    While there is no assurance that the Fund will achieve its investment
    objective, it endeavors to do so by following the investment policies
    described in this prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing primarily in a
    professionally managed and diversified portfolio of European companies.
    Under normal market conditions, the Fund intends to invest at least 65% of
    its total assets in equity securities of issuers and companies located in
    Europe.
    The Fund expects the majority of its equity assets to be invested in the
    more established or liquid markets of Europe including Austria, Belgium,




    Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway,
    Spain, Sweden, Switzerland, and the United Kingdom.  The Fund may invest in
    countries other than those defined above, if, in the opinion of the Fund's
    investment adviser, they are considered to be attractive or liquid.  These
    countries include Albania, Belarus, Bulgaria, Czech Republic, Estonia,
    Greece, Hungary, Iceland, Latvia, Lithuania, Luxembourg, Poland, Portugal,
    Romania, Russia, Slovakia, Turkey, Ukraine, and countries of the former
    Yugoslavia.
    While the investment adviser considers the above-mentioned countries
    eligible for investment, the Fund will not be invested in all such markets
    at all times.  Furthermore, the Fund may not pursue investment in such
    countries due to lack of adequate custody of the Fund's assets, overly
    burdensome restrictions and repatriation, lack of an organized and liquid
    market, or unacceptable political or other risks.  The Fund intends to
    allocate its investments among at least three countries at all times and
    does not expect to concentrate investments in any particular industry.
    European companies are defined as (i) those for which the principal
    securities trading market is Europe, as described above; (ii) those which
    are organized under the laws of, or with a principal office in, Europe; or
    (iii) those, wherever organized or traded, which derive (directly or
    indirectly through subsidiaries) at least 50% of their total assets,




    capitalization, gross revenue or profit in their most current year from
    goods produced, services performed, or sales made in Europe.
    Unless indicated otherwise, the investment policies of the Fund may be
    changed by the Directors without the approval of shareholders. Shareholders
    will be notified before any material changes in these policies become
    effective.
                               ACCEPTABLE INVESTMENTS
    The equity securities in which the Fund may invest include common stock,
    preferred stock (either convertible or non-convertible), sponsored or
    unsponsored depositary receipts or shares, and warrants, including other
    substantially similar forms of equity with comparable risk characteristics
    as well as other forms which may be developed in the future.  Securities
    may be purchased on securities exchanges, traded over-the-counter, or have
    no organized market.  The Fund may also purchase corporate and government
    fixed income securities denominated in currencies other than U.S. dollars;
    enter into forward commitments, repurchase agreements and foreign currency
    transactions; maintain reserves in foreign or U.S. money market
    instruments; and purchase options and financial futures contracts.
                             COMMON AND PREFERRED STOCK
    Stocks represent shares of ownership in a company.  Generally, preferred
    stock has a specified dividend and ranks after bonds and before common
    stocks in its claim on income for dividend payments and on assets should




    the company be liquidated.  After other claims are satisfied, common
    stockholders participate in company profits on a pro rata basis; profits
    may be paid out in dividends or reinvested in the company to help it grow.
    Increases and decreases in earnings are usually reflected in a company's
    stock price, so common stocks generally have the greatest appreciation and
    depreciation potential of all corporate securities.  While most preferred
    stocks pay a dividend, the Fund may purchase preferred stock where the
    issuer has omitted, or is in danger of omitting, payment of its dividend.
    Such investments would be made primarily for their capital appreciation
    potential.
    In selecting securities, the investment adviser typically evaluates
    industry trends, a company's financial strength, its competitive position
    in domestic and export markets, technology, recent developments and
    profitability, together with overall growth prospects, and prevailing and
    prospective valuation levels.  Other considerations generally include
    quality and depth of management, government regulation, and availability
    and cost of labor and raw materials.  Investment decisions are made without
    regard to arbitrary criteria as to minimum asset size, debt-equity ratios
    or dividend history of portfolio companies.
                                DEPOSITARY RECEIPTS
    The Fund may invest in foreign issuers by purchasing sponsored or
    unsponsored securities representing underlying international securities




    such as American Depositary Receipts ("ADRs"), American Depositary Shares
    ("ADSs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
    ("GDRs"), Global Depositary Certificates ("GDCs"), International Depositary
    Receipts ("IDRs"), and Russian Depositary Certificates ("RDCs") or
    securities convertible into foreign equity securities.  ADRs and ADSs
    typically are issued by a United States bank or trust company and evidence
    ownership of underlying securities issued by a foreign corporation.  EDRs,
    which are sometimes referred to as Continental Depositary Receipts
    ("CDRs"), GDRs, GDCs, IDRs and RDCs are typically issued by foreign banks
    or trust companies, although they also may be issued by United States banks
    or trust companies, and evidence ownership of underlying securities issued
    by either a foreign or a United States corporation.  ADRs, ADSs, CDRs,
    EDRs, GDRs, GDCs, IDRs, and RDCs are collectively known as "Depositary
    Receipts."  Depositary Receipts may be available for investment through
    "sponsored" or "unsponsored" facilities.  A sponsored facility is
    established jointly by the issuer of the security underlying the receipt
    and a depositary, whereas an unsponsored facility may be established by a
    depositary without participation by the issuer of the receipt's underlying
    security.  Holders of an unsponsored Depositary Receipt generally bear all
    the costs of the unsponsored facility.  The depositary of an unsponsored
    facility frequently is under no obligation to distribute shareholder
    communications received from the issuer of the deposited security or to




    pass through to the holders of the receipts voting rights with respect to
    the deposited securities.
                                  DEBT SECURITIES
    In pursuit of the Fund's objective of long-term growth of capital, the Fund
    may invest up to 35% of its total assets in debt securities. Capital
    appreciation in debt securities may arise as a result of favorable changes
    in the creditworthiness of issuers, relative interest rate levels, or
    relative foreign exchange rates. Any income received from debt securities
    will be incidental to the Fund's objective of long-term growth of capital.
    These debt obligations consist of U.S. and foreign government securities
    and corporate debt securities, including, but not limited to, Samurai and
    Yankee bonds, Eurobonds and depositary receipts.  The issuers of such debt
    securities may or may not be domiciled in emerging countries.
    The debt securities in which the Fund may invest may be rated, at the time
    of purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or
    Fitch Investors Service ("Fitch") or Ba or lower by Moody's Investors
    Service, Inc. ("Moody's"), or, if unrated, are of comparable quality as
    determined by the investment adviser. The prices of fixed income securities
    generally fluctuate inversely to the direction of interest rates.


                               CONVERTIBLE SECURITIES




    The Fund may invest in convertible securities rated, at the time of
    purchase, BB or lower by S&P or Fitch or Ba or lower by Moody's, or, if
    unrated, are of comparable quality as determined by the investment adviser.
    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 bonds, convertible
    preferred stock or debentures, units consisting of "usable" bonds and
    warrants or a combination of the features of several of these securities.
    The investment characteristics of each convertible security vary widely,
    which allows convertible securities to be employed for a variety of
    different investment strategies.  In selecting a convertible security, the
    investment adviser evaluates the investment characteristics of the
    convertible security as a fixed income investment, and the investment
    potential of the underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
    Due to restrictions on direct investment by foreign entities in certain
    foreign countries, investments in other investment companies may be the
    most practical or only manner in which the Fund can participate in the
    securities markets of such countries.  The Fund may also invest in other
    investment companies for the purpose of investing its short term cash on a
    temporary basis.  The Fund may invest up to 10% of its total assets in the




    securities of other investment companies. 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.  Restricted securities may be issued
    by new and early stage companies which may include a high degree of
    business and financial risk that can result in substantial losses.  As a
    result of the absence of a public trading market for these securities, they
    may be less liquid than publicly traded securities.  Although these
    securities may be resold in privately negotiated transactions, the prices
    realized from these sales could be less than those originally paid by the
    Fund, or less than what may be considered the fair value of such
    securities.  Further, companies whose securities are not publicly traded
    may not be subject to the disclosure and other investor protection
    requirements which might be applicable if their securities were publicly
    traded.  If such securities are required to be registered under the
    securities laws of one or more jurisdictions before being resold, the Fund




    may be required to bear the expense of registration.  The Fund will limit
    investments in illiquid securities, including certain restricted securities
    not determined by the Directors to be liquid, over-the counter options,
    swap agreements not determined to be liquid, and repurchase agreements
    providing for settlement in more than seven days after notice, to 15% of
    its net assets.
                               REPURCHASE AGREEMENTS
    The Fund may invest in repurchase agreements.  Repurchase agreements are
    arrangements by which the Fund purchases a security for cash and obtains a
    simultaneous commitment from the seller (usually a bank or broker/dealer)
    to repurchase the security at an agreed-upon price and specified future
    date.  The repurchase price reflects an agreed-upon interest rate for the
    time period of the agreement.  The Fund's risk is the inability of the
    seller to pay the agreed-upon price on the delivery date.  However, this
    risk is tempered by the ability of the Fund to sell the security in the
    open market in the case of a default.  In such a case, the Fund may incur
    costs in disposing of the security which would increase Fund expenses.  The
    investment adviser will monitor the creditworthiness of the firms with
    which the Fund enters into repurchase agreements.
                   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 different times in the
    future. 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 investment
    adviser deems it appropriate to do so. In addition, the Fund may enter into
    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates.  The Fund may realize short-term profits
    or losses upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
    In order to generate additional income, the Fund may lend portfolio
    securities on a short-term or long-term basis, 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 investment adviser has determined are creditworthy under guidelines
    established by the Directors and will receive collateral in the form of
    cash or U.S. government securities equal to at least 100% of the value of
    the securities loaned at all times.




    There is the risk that when lending portfolio securities, the securities
    may not be available to the Fund on a timely basis and the Fund may,
    therefore, lose the opportunity to sell the securities at a desirable
    price.  In addition, in the event that a borrower of securities would file
    for bankruptcy or become insolvent, disposition of the securities may be
    delayed pending court action.
                               TEMPORARY INVESTMENTS
    For temporary defensive purposes, when the investment adviser determines
    that market conditions warrant (up to 100% of total assets) and to maintain
    liquidity (up to 20% of total assets), the Fund may invest in U.S. and
    foreign debt instruments as well as cash or cash equivalents, including
    foreign and domestic money market instruments, short-term government and
    corporate obligations, and repurchase agreements.
                                FORWARD COMMITMENTS
    Forward commitments are contracts to purchase securities for a fixed price
    at a date beyond customary settlement time.  The Fund may enter into these
    contracts if liquid securities in amounts sufficient to meet the purchase
    price are segregated on the Fund's records at the trade date and maintained
    until the transaction has been settled.  Risk is involved if the value of
    the security declines before settlement.  Although the Fund enters into
    forward commitments with the intention of acquiring the security, it may




    dispose of the commitment prior to settlement and realize short-term profit
    or loss.
                           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 (i.e., 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.  Further, the Fund may be affected either
    unfavorably or favorably by fluctuations in the relative rates of exchange
    between the currencies of different nations.  Cross-hedging transactions by
    the Fund involve the risk of imperfect correlation between changes in the
    values of the currencies to which such transactions relate and changes in




    the value of the currency or other asset or liability that is the subject
    of the hedge.
                    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 60 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 investment adviser will consider the
    likelihood of changes in currency values when making investment decisions,
    the investment 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 value of
    the Fund's assets denominated in that currency at the time the contract was
    initiated, but as consistent with their other investment policies and as
    not otherwise limited in their ability to use this strategy.
                                      OPTIONS
    The Fund may deal in options on foreign currencies, securities, and
    securities indices, and on futures contracts involving these items, which
    options may be listed for trading on an international securities exchange
    or traded over-the-counter.  The Fund may use options to manage interest
    rate and currency risks.  The Fund may also write covered call options and
    secured put options to generate income or lock in gains.  The Fund may
    write covered call options and secured put options on up to 25% of its net
    assets and may purchase put and call options provided that no more than 5%
    of the fair market value of its net assets may be invested in premiums on
    such options.
    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 the 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 nonperformance 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.
    It is not certain that a secondary market for positions in options, or
    futures contracts (see below), 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.
                           FUTURES AND OPTIONS ON FUTURES
    The Fund may enter into futures contracts involving foreign currency,
    securities, and securities indices, or options thereon, for bona fide
    hedging purposes.  The Fund may also enter into such futures contracts or
    related options for purposes other than bona fide hedging if the aggregate
    amount of initial margin deposits exclusive of the margin needed for
    foreign currency hedging, on the Fund's futures and related options
    positions would not exceed 5% of the net liquidation value of the Fund's
    assets, provided further that in the case of an option that is in-the-money
    at the time of the purchase, the in-the-money amount may be excluded in
    calculating the 5% limitation.  In addition, the Fund may not sell futures
    contracts if the value of such futures contracts exceeds the total market
    value of the Fund's portfolio securities.  Futures contracts and options
    thereon sold by the Fund are generally subject to segregation and coverage
    requirements established by either the Commodities Futures Trading
    Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with
    the result that, if the Fund does not hold the instrument underlying the




    futures contract or option, the Fund will be required to segregate on an
    ongoing basis with its custodian cash, U.S. government securities, or other
    liquid high grade debt obligations in an amount at least equal to the
    Fund's obligations with respect to such instruments.
    The Fund may enter into securities index futures contracts and purchase and
    write put and call options on securities index futures contracts that are
    traded on regulated exchanges, including non-U.S. exchanges, to the extent
    permitted by the CFTC.  Securities index futures contracts are based on
    indexes that reflect the market value of securities 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 enter into securities index futures contracts to sell a
    securities index in anticipation of or during a market decline to attempt
    to offset the decrease in market value of securities in its portfolio that
    might otherwise result.  When the Fund is not fully invested and
    anticipates a significant market advance, it may enter into futures
    contracts to purchase the index in order to gain rapid market exposure that
    may in part or entirely offset increases in the cost of securities that it
    intends to purchase.  In many of these transactions, the Fund will purchase




    such securities upon termination of the futures position but, depending on
    market conditions, a futures position may be terminated without the
    corresponding purchases of common stock.  The Fund may also invest in
    securities index futures contracts when the investment adviser believes
    such investment is more efficient, liquid, or cost-effective than investing
    directly in the securities underlying the index.
    An option on a securities index futures contract gives the purchaser the
    right, in return for the premium paid, to assume a position in a securities
    index futures contract.  The Fund may purchase and write put and call
    options on securities index futures contracts in order to hedge all or a
    portion of its investment and may enter into closing purchase transactions
    with respect to written options in order to terminate existing positions.
    There is no guarantee that such closing transactions can be effected.  The
    Fund may also invest in options on securities index futures contracts when
    the investment adviser believes such investment is more efficient, liquid
    or cost-effective than investing directly in the futures contract or in the
    securities underlying the index, or when the futures contract or underlying
    securities are not available for investment upon favorable terms.
    The use of futures and related options involves special consideration and
    risks, for example, (1) the ability of the Fund to utilize futures
    successfully will depend on the investment adviser's ability to predict
    pertinent market movements; (2) there might be imperfect correlation, or




    even no correlation, between the change in market value of the securities
    held by the Fund and the prices of the futures and options thereon relating
    to the securities purchased or sold by the Fund.  The use of futures and
    related options may reduce risk of loss by wholly or partially offsetting
    the negative effect of unfavorable price movements but they can also reduce
    the opportunity for gain by offsetting the positive effect of favorable
    price movements in positions.  No assurance can be given that the
    investment adviser's judgment in this respect will be correct.
    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.
    New futures contracts, options thereon, and other financial products and
    risk management techniques continue to be developed.  The Fund may use
    these investments and techniques to the extent consistent with its
    investment objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
    As one way of managing its exposure to different types of investments, the
    Fund may enter into interest rate swaps, currency swaps, and other types of




    swap agreements such as caps, collars, and floors.  Depending on how they
    are used, swap agreements may increase or decrease the overall volatility
    of the Fund's investments, its share price and yield.
    Swap agreements are sophisticated hedging instruments that typically
    involve a small investment of cash relative to the magnitude of risks
    assumed.  As a result, swaps can be highly volatile and may have a
    considerable impact on the Fund's performance.  Swap agreements are subject
    to risks related to the counterparty's ability to perform, and may decline
    in value if the counterparty's creditworthiness deteriorates.  The Fund may
    also suffer losses if it is unable to terminate outstanding swap agreements
    to reduce its exposure through offsetting transactions.  When the Fund
    enters into a swap agreement, assets of the Fund equal to the value of the
    swap agreement will be segregated by the Fund.
                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
    Investing in non-U.S. securities carries substantial risks in addition to
    those associated with domestic investments.  In an attempt to reduce some
    of these risks, the Fund diversifies its investments broadly among foreign
    countries which may include both developed and developing countries.
    The Fund may take advantage of the unusual opportunities for higher returns
    available from investing in developing countries.  These investments carry
    considerably more volatility and risk because they generally are associated
    with less mature economies and less stable political systems.




    The economies of foreign countries may differ from the U.S. economy in such
    respects as growth of gross domestic product, rate of inflation, currency
    depreciation, capital reinvestment, resource self-sufficiency, and balance
    of payments position.  Further, the economies of developing countries
    generally are heavily dependent on international trade and, accordingly,
    have been, and may continue to be, adversely affected by trade barriers,
    exchange controls, managed adjustments in relative currency values, and
    other protectionist measures imposed or negotiated by the countries with
    which they trade.  These economies also have been, and may continue to be,
    adversely affected by economic conditions in the countries with which they
    trade.
    Prior governmental approval for foreign investments may be required under
    certain circumstances in some countries, and the extent of foreign
    investment in certain debt securities and domestic companies may be subject
    to limitation.  Foreign ownership limitations also may be imposed by the
    charters of individual companies to prevent, among other concerns,
    violation of foreign investment limitations.
    Repatriation of investment income, capital, and the proceeds of sales by
    foreign investors may require governmental registration and/or approval in
    some countries.  The Fund could be adversely affected by delays in, or a
    refusal to grant, any required governmental registration or approval for
    such repatriation.  Any investment subject to such repatriation controls




    will be considered illiquid if it appears reasonably likely that this
    process will take more than seven days.
    With respect to any foreign country, there is the possibility of
    nationalization, expropriation or confiscatory taxation, political changes,
    governmental regulation, social instability or diplomatic developments
    (including war) which could affect adversely the economies of such
    countries or the value of the Fund's investments in those countries.  In
    addition, it may be difficult to obtain and enforce a judgment in a court
    outside of the United States.
    Brokerage commissions, custodial services, and other costs relating to
    investment may be more expensive than in the United States.  Foreign
    markets may have different clearance and settlement procedures such as
    requiring payment for securities before delivery. In certain markets there
    have been times when settlements have been unable to keep pace with the
    volume of securities transactions, making it difficult to conduct such
    transactions.  The inability of the Fund to make intended security
    purchases due to settlement problems could cause the Fund to miss
    attractive investment opportunities.  Inability to dispose of a portfolio
    security due to settlement problems could result either in losses to the
    Fund due to subsequent declines in value of the portfolio security or, if
    the Fund has entered into a contract to sell the security, could result in
    possible liability to the purchaser.




    CURRENCY RISKS.  Because the majority of 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 Fund assets
    denominated in the currency will increase; correspondingly, if the value of
    a foreign currency declines against the U.S. dollar the value of Fund
    assets denominated in that currency will decrease.  Under the United States
    Internal Revenue Code, as amended (the "Code"), the Fund is required to
    separately account for the foreign currency component of gains or losses,
    which will usually be viewed under the Code as items of ordinary and
    distributable income or loss, thus affecting the Fund's distributable
    income. (See "Federal Income Tax").
    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 Fund
    values its assets daily in U.S. dollars, the Fund will not convert its
    holdings of foreign currencies to U.S. dollars daily. When the Fund
    converts its holdings to another currency, it may incur conversion costs.




    Foreign exchange dealers may realize a profit on the difference between the
    price at which they buy and sell currencies.
    FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
    companies include:
      less publicly available information about foreign issuers;
      credit risks associated with certain foreign governments;
      the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
      less readily available market quotations on foreign issues;
      differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
      differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
      the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
      the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
      foreign brokerage commissions may be higher;
      unreliable mail service between countries;




      political or financial changes which adversely affect investments in some
      countries;
      increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
      certain markets may require payment for securities before delivery;
      religious and ethnic instability; and
      certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
    U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
    discouraged or restricted certain investments abroad by investors such as
    the Fund.  Investors are advised that when such policies are instituted,
    the Fund will abide by them.
                     RISK CONSIDERATIONS OF EUROPEAN COMPANIES
    Greater Europe includes both the industrialized nations of Western Europe
    and the less wealthy or developed countries in Southern and Eastern Europe.
    Within this diverse area, the Fund seeks to benefit from accelerating
    economic growth transformation and deregulation taking hold. These
    developments involve, among other things, increased privatizations and
    corporate restructurings, the reopening of equity markets and economies in
    Eastern Europe, further broadening of the European Community, and the
    implementation of economic policies to promote non-inflationary growth. The




    Fund invests in companies it believes are well placed to benefit from these
    and other structural and cyclical changes now underway in this region of
    the world. The Fund will invest, under normal market conditions, at least
    65% of its assets in the equity securities of European companies.
    The securities markets of many European countries are relatively small,
    with the majority of market capitalization and trading volume concentrated
    in a limited number of companies representing a small number of industries.
    Consequently, the Fund's investment portfolio may experience greater price
    volatility and significantly lower liquidity than a portfolio invested in
    equity securities of U.S. companies. These markets may be subject to
    greater influence by adverse events generally affecting the market, and by
    large investors trading significant blocks of securities, than is usual in
    the U.S.  Securities settlements may in some instances be subject to delays
    and related administrative uncertainties.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES
    The debt securities in which the Fund invests are usually not in the three
    highest rating categories of a nationally recognized statistical rating
    organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for
    Moody's), but are in the lower rating categories or are unrated, but are of
    comparable quality and have speculative characteristics or are speculative.
    Lower-rated bonds or unrated bonds are commonly referred to as "junk
    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 debt securities rated in the lowest rating category.
    A description of the rating categories is contained in the Appendix to the
    Combined Statement of Additional Information.
    Debt obligations that are not determined to be investment grade are high-
    yield, high-risk bonds, typically subject to greater market fluctuations
    and greater risk of loss of income and principal due to an issuer's
    default.  To a greater extent than investment grade bonds, lower-rated
    bonds tend to reflect short-term corporate, economic, and market
    developments, as well as investor perceptions of the issuer's credit
    quality.  In addition, lower-rated bonds  may be more difficult to dispose
    of or to value than higher-rated, lower-yielding bonds.
    The Fund's investment adviser attempts to reduce the risks described above
    through diversification of the portfolio and by credit analysis of each
    issuer as well as by monitoring broad economic trends and corporate and
    legislative developments.
    INVESTMENT LIMITATIONS
    The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set
        date) or pledge securities except,  under certain circumstances, the




        Fund may borrow up to one-third of the value  of its total assets and
        pledge its assets to secure such borrowings; or
      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase
        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
    The above investment limitations cannot be changed without shareholder
    approval.
                                  NET ASSET VALUE
    The Fund's net asset value per Share fluctuates. The net asset value for
    Shares is determined by adding the interest of each class of Shares in the
    market value of all securities and other assets of the Fund, subtracting
    the interest of each class of Shares in the liabilities of the Fund and
    those attributable to each class of Shares, and dividing the remainder by
    the total number of each class of Shares outstanding. The net asset value
    for each class of Shares may differ due to the variance in daily net income
    realized by each class. Such variance will reflect only accrued net income
    to which the shareholders of a particular class are entitled.
    The net asset value of each class of Shares of the Fund is determined as of
    the close of trading (normally 4:00 p.m., Eastern time) on the New York




    Stock Exchange, Monday through Friday, except on: (i) days on which there
    are not sufficient changes in the value of the Fund's portfolio securities
    that its net asset value might be materially affected; (ii) days during
    which no Shares are tendered for redemption and no orders to purchase
    Shares are received; or (iii) the following holidays: New Year's Day,
    Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
    Thanksgiving Day, and Christmas Day.
                               INVESTING IN THE FUND
    The Fund offers investors three classes of Shares that carry sales loads
    and contingent deferred sales charges in different forms and amounts and
    which bear different levels of expenses.


                                   CLASS A SHARES
    An investor who purchases Class A Shares pays a maximum sales load of 5.50%
    at the time of purchase. As a result, Class A Shares are not subject to any
    charges when they are redeemed (except for special programs offered under
    "Purchases with Proceeds From Redemptions of Unaffiliated Investment
    Companies").  Certain purchases of Class A Shares are not subject to a
    sales load. See "Investing in Class A Shares."  Certain purchases of Class
    A Shares qualify for reduced sales loads. See "Reducing or Eliminating the
    Sales Load."  Class A Shares have no conversion feature.




                                   CLASS B SHARES
    Class B Shares are sold without an initial sales load, but are subject to a
    contingent deferred sales charge of up to 5.50% if redeemed within six full
    years following purchase. Class B Shares also bear a higher 12b-1 fee than
    Class A Shares. Class B Shares will automatically convert into Class A
    Shares, based on relative net asset value, on or around the fifteenth of
    the month eight full years after the purchase date. Class B Shares provide
    an investor the benefit of putting all of the investor's dollars to work
    from the time the investment is made, but (until conversion) will have a
    higher expense ratio and pay lower dividends than Class A Shares due to the
    higher 12b-1 fee.
                                   CLASS C SHARES
    Class C Shares are sold without an initial sales load, but are subject to a
    1.00% contingent deferred sales charge on assets redeemed within the first
    12 months following purchase. Class C Shares provide an investor the
    benefit of putting all of the investor's dollars to work from the time the
    investment is made, but will have a higher expense ratio and pay lower
    dividends than Class A Shares due to the higher 12b-1 fee. Class C Shares
    have no conversion feature.
                               HOW TO PURCHASE SHARES
    Shares of the Fund are sold on days on which the New York Stock Exchange is
    open. Shares of the Fund may be purchased as described below, either




    through a financial institution (such as a bank or broker/dealer which has
    a sales agreement with the distributor) or by wire or by check directly to
    the Fund, with a minimum initial investment of $500 for Class A Shares and
    $1,500 for Class B Shares and Class C Shares. Additional investments can be
    made for as little as $100. The minimum initial and subsequent investment
    for retirement plans is only $50. (Financial institutions may impose
    different minimum investment requirements on their customers.)
    In connection with any sale, Federated Securities Corp. may from time to
    time offer certain items of nominal value to any shareholder or investor.
    The Fund reserves the right to reject any purchase request. An account must
    be established at a financial institution or by completing, signing, and
    returning the new account form available from the Fund before Shares can be
    purchased.


    INVESTING IN CLASS A SHARES
    Class A Shares are sold at their net asset value next determined after an
    order is received, plus a sales load as follows:
                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC




       TRANSACTION          PRICE       INVESTED     OFFERING PRICE
Less than $50,000           5.50%        5.82%          5.00%
   $50,000 but less 
   than  $100,000           4.50%        4.71%          4.00%
$100,000 but less 
   than $250,000            3.75%        3.90%          3.25%
$250,000 but less 
   than $500,000            2.50%        2.56%          2.25%
$500,000 but less 
   than $1 million          2.00%        2.04%          1.80%
$1 million or greater       0.00%        0.00%          0.25%*
    * See sub-section entitled "Dealer Concession."
    No sales load is imposed for Class A Shares purchased through bank trust
    departments, investment advisers registered under the Investment Advisers
    Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or to shareholders designated as
    Liberty Life Members. However, investors who purchase Shares through a
    trust department, investment adviser, or retirement plan may be charged an
    additional service fee by the institution. Additionally, no sales load is
    imposed for Class A Shares purchased through "wrap accounts" or similar
    programs, under which clients pay a fee or fees for services.




                                 DEALER CONCESSION
    For sales of Class A Shares, a dealer will normally receive up to 90% of
    the applicable sales load. Any portion of the sales load which is not paid
    to a dealer will be retained by the distributor. However, the distributor
    may offer to pay dealers up to 100% of the sales load retained by it. Such
    payments may take the form of cash or promotional incentives, such as
    reimbursement of certain expenses of qualified employees and their spouses
    to attend informational meetings about the Fund or other special events at
    recreational-type facilities, or items of material value. In some
    instances, these incentives will be made available only to dealers whose
    employees have sold or may sell a significant amount of Shares. On
    purchases of $1 million or more, the investor pays no sales load; however,
    the distributor will make twelve monthly payments to the dealer totaling
    0.25% of the public offering price over the first year following the
    purchase. Such payments are based on the original purchase price of Shares
    outstanding at each month end.
    The sales load for Shares sold other than through registered broker/dealers
    will be retained by Federated Securities Corp. Federated Securities Corp.
    may pay fees to banks out of the sales load in exchange for sales and/or
    administrative services performed on behalf of the bank's customers in
    connection with the initiation of customer accounts and purchases of
    Shares.






                       REDUCING OR ELIMINATING THE SALES LOAD
    The sales load can be reduced or eliminated on the purchase of Class A
    Shares through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;
      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
                    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
    As shown in the table above, larger purchases reduce the sales load paid.
    The Fund will combine purchases of Class A Shares made on the same day by
    the investor, the investor's spouse, and the investor's children under age
    21 when it calculates the sales load. In addition, the sales load, if
    applicable, is reduced for purchases made at one time by a trustee or
    fiduciary for a single trust estate or a single fiduciary account.
    If an additional purchase of Class A Shares is made, the Fund will consider
    the previous purchases still invested in the Fund. For example, if a
    shareholder already owns Class A Shares having a current value at the
    public offering price of $30,000 and he purchases $20,000 more at the




    current public offering price, the sales load on the additional purchase
    according to the schedule now in effect would be 4.50%, not 5.50%.
    To receive the sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the purchase is made that Class A Shares are already owned or that
    purchases are being combined. The Fund will reduce the sales load after it
    confirms the purchases.
                                CONCURRENT PURCHASES
    For purposes of qualifying for a sales load reduction, a shareholder has
    the privilege of combining concurrent purchases of two or more funds in the
    Liberty Family of Funds, the purchase price of which includes a sales load.
    For example, if a shareholder concurrently invested $30,000 in one of the
    other funds in the Liberty Family of Funds with a sales load, and $20,000
    in this Fund, the sales load would be reduced.
    To receive this sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the concurrent purchases are made. The Fund will reduce the sales
    load after it confirms the purchases.
                                  LETTER OF INTENT
    If a shareholder intends to purchase at least $50,000 of shares of the
    funds in the Liberty Family of Funds (excluding money market funds) over
    the next 13 months, the sales load may be reduced by signing a letter of




    intent to that effect. This letter of intent includes a provision for a
    sales load adjustment depending on the amount actually purchased within the
    13-month period and a provision for the custodian to hold up to 5.50% of
    the total amount intended to be purchased in escrow (in Shares) until such
    purchase is completed.
    The Shares held in escrow in the shareholder's account will be released
    upon fulfillment of the letter of intent or the end of the 13-month period,
    whichever comes first. If the amount specified in the letter of intent is
    not purchased, an appropriate number of escrowed Shares may be redeemed in
    order to realize the difference in the sales load.
    While this letter of intent will not obligate the shareholder to purchase
    Shares, each purchase during the period will be at the sales load
    applicable to the total amount intended to be purchased. At the time a
    letter of intent is established, current balances in accounts in any Class
    A Shares of any fund in the Liberty Family of Funds, excluding money market
    accounts, will be aggregated to provide a purchase credit towards
    fulfillment of the letter of intent. Prior trade prices will not be
    adjusted.
                               REINVESTMENT PRIVILEGE
    If Class A Shares in the Fund have been redeemed, the shareholder has the
    privilege, within 120 days, to reinvest the redemption proceeds at the
    next-determined net asset value without any sales load. Federated




    Securities Corp. must be notified by the shareholder in writing or by his
    financial institution of the reinvestment in order to eliminate a sales
    load. If the shareholder redeems his Class A Shares in the Fund, there may
    be tax consequences.
        PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
                                     COMPANIES
    Investors may purchase Class A Shares at net asset value, without a sales
    load, with the proceeds from the redemption of shares of an unaffiliated
    investment company that were purchased or sold with a sales load or
    commission and were not distributed by Federated Securities Corp. The
    purchase must be made within 60 days of the redemption, and Federated
    Securities Corp. must be notified by the investor in writing, or by his
    financial institution, at the time the purchase is made. From time to time,
    the Fund may offer dealers a payment of .50 of 1.00% for Shares purchased
    under this program. If Shares are purchased in this manner, Fund purchases
    will be subject to a contingent deferred sales charge for one year from the
    date of purchase. Shareholders will be notified prior to the implementation
    of any special offering as described above.
    INVESTING IN CLASS B SHARES
    Class B Shares are sold at their net asset value next determined after an
    order is received. While Class B Shares are sold without an initial sales
    load, under certain circumstances described under "Contingent Deferred




    Sales Charge--Class B Shares," a contingent deferred sales charge may be
    applied by the distributor at the time Class B Shares are redeemed.
                            CONVERSION OF CLASS B SHARES
    Class B Shares will automatically convert into Class A Shares on or around
    the fifteenth of the month eight full years after the purchase date, except
    as noted below, and may no longer be subject to a distribution services fee
    (see "Distribution of Shares"). Such conversion will be on the basis of the
    relative net asset values per share, without the imposition of any sales
    load, fee or other charge. Class B Shares acquired by exchange from Class B
    Shares of another fund in the Liberty Family of Funds will convert into
    Class A Shares based on the time of the initial purchase. For purposes of
    conversion to Class A Shares, Shares purchased through the reinvestment of
    dividends and distributions paid on Class B Shares will be considered to be
    held in a separate sub-account. Each time any Class B Shares in the
    shareholder's account (other than those in the sub-account) convert to
    Class A Shares, an equal pro rata portion of the Class B Shares in the sub-
    account will also convert to Class A Shares. The conversion of Class B
    Shares to Class A Shares is subject to the continuing availability of a
    ruling from the Internal Revenue Service or an opinion of counsel that such
    conversions will not constitute taxable events for federal tax purposes.
    There can be no assurance that such ruling or opinion will be available,
    and the conversion of Class B Shares to Class A Shares will not occur if




    such ruling or opinion is not available. In such event, Class B Shares
    would continue to be subject to higher expenses than Class A Shares for an
    indefinite period.
    Orders for $250,000 or more of Class B Shares will automatically be
    invested in Class A Shares.
    INVESTING IN CLASS C SHARES
    Class C Shares are sold at net asset value next determined after an order
    is received. A contingent deferred sales charge of 1.00% will be charged on
    assets redeemed within the first full 12 months following purchase. For a
    complete description of this charge, see "Contingent Deferred Sales Charge-
    -Class C Shares."
                 PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
    An investor may call his financial institution (such as a bank or an
    investment dealer) to place an order to purchase Shares. Orders placed
    through a financial institution are considered received when the Fund is
    notified of the purchase order or when payment is converted into federal
    funds. Purchase orders through a registered broker/dealer must be received
    by the broker before 4:00 p.m. (Eastern time) and must be transmitted by
    the broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. Purchase orders through other
    financial institutions must be received by the financial institution and
    transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares




    to be purchased at that day's price. It is the financial institution's
    responsibility to transmit orders promptly. Financial institutions may
    charge additional fees for their services.
    The financial institution which maintains investor accounts in Class B
    Shares or Class C Shares with the Fund must do so on a fully disclosed
    basis unless it accounts for share ownership periods used in calculating
    the contingent deferred sales charge (see "Contingent Deferred Sales
    Charge"). In addition, advance payments made to financial institutions may
    be subject to reclaim by the distributor for accounts transferred to
    financial institutions which do not maintain investor accounts on a fully
    disclosed basis and do not account for share ownership periods.
                             PURCHASING SHARES BY WIRE
    Once an account has been established, Shares may be purchased by wire by
    calling the Fund. All information needed will be taken over the telephone,
    and the order is considered received immediately. Payment for purchases
    which are subject to a sales load must be received within three business
    days following the order. Payment for purchases on which no sales load is
    imposed must be received before 3:00 p.m. (Eastern time) on the next
    business day following the order. Federal funds should be wired as follows:
    State Street Bank and Trust Company, Boston, Massachusetts; Attn: EDGEWIRE;
    For Credit to: (Fund Name) (Fund Class); (Fund Number); Account Number;
    Trade Date and Order Number; Group Number or Dealer Number; Nominee or




    Institution Name; and ABA Number 011000028. Shares cannot be purchased by
    wire on holidays when wire transfers are restricted.


                             PURCHASING SHARES BY CHECK
    Once an account has been established, Shares may be purchased by sending a
    check made payable to the name of the Fund (designate class of Shares and
    account number) to: Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600. Orders by mail are considered received when
    payment by check is converted into federal funds (normally the business day
    after the check is received).
    SPECIAL PURCHASE FEATURES
                           SYSTEMATIC INVESTMENT PROGRAM
    Once a Fund account has been opened, shareholders may add to their
    investment on a regular basis in a minimum amount of $100. Under this
    program, funds may be automatically withdrawn periodically from the
    shareholder's checking account at an Automated Clearing House ("ACH")
    member and invested in the Fund at the net asset value next determined
    after an order is received by the Fund, plus the sales load, if applicable.
    Shareholders should contact their financial institution or the Fund to
    participate in this program.
                                  RETIREMENT PLANS




    Fund Shares can be purchased as an investment for retirement plans or IRA
    accounts. For further details, contact the Fund and consult a tax adviser.
                                 EXCHANGE PRIVILEGE
                                   CLASS A SHARES
    Class A shareholders may exchange all or some of their Shares for Class A
    Shares of other funds in the Liberty Family of Funds at net asset value.
    Shareholders of Class A Shares may also exchange into certain other
    Federated Funds (as defined in the "Synopsis" of this prospectus) which are
    sold with a sales load different from that of the Fund's or with no sales
    load, and which are advised by subsidiaries or affiliates of Federated
    Investors. These exchanges are made at net asset value plus the difference
    between the Fund's sales load already paid and any sales load of the
    Federated Fund into which the Shares are to be exchanged, if higher.
    Neither the Fund nor any of the funds in the Liberty Family of Funds
    imposes any additional fees on exchanges. Shareholders in certain other
    Federated Funds may exchange their shares in the Federated Funds for Class
    A Shares.
                                   CLASS B SHARES
    Class B shareholders may exchange all or some of their Shares for Class B
    Shares of other funds in the Liberty Family of Funds. (Not all funds in the
    Liberty Family of Funds currently offer Class B Shares. Contact your
    financial institution regarding the availability of other Class B Shares in




    the Liberty Family of Funds.) Exchanges are made at net asset value without
    being assessed a contingent deferred sales charge on the exchanged Shares.
    To the extent that a shareholder exchanges Shares for Class B Shares in
    other funds in the Liberty Family of Funds, the time for which the
    exchanged-for Shares are to be held will be added to the time for which
    exchanged-from Shares were held for purposes of satisfying the applicable
    holding period. For more information, see "Contingent Deferred Sales
    Charge."


                                   CLASS C SHARES
    Class C shareholders may exchange all or some of their Shares for Class C
    Shares in other funds in the Liberty Family of Funds at net asset value
    without a contingent deferred sales charge. (Not all funds in the Liberty
    Family of Funds currently offer Class C Shares. Contact your financial
    institution regarding the availability of other Class C Shares in the
    Liberty Family of Funds.) To the extent that a shareholder exchanges Shares
    for Class C Shares in other funds in the Liberty Family of Funds, the time
    for which the exchanged-for Shares are to be held will be added to the time
    for which exchanged-from Shares were held for purposes of satisfying the
    applicable holding period. For more information, see "Contingent Deferred
    Sales Charge."




                             REQUIREMENTS FOR EXCHANGE
    Shareholders using this privilege must exchange Shares having a net asset
    value equal to the minimum investment requirements of the fund into which
    the exchange is being made. Before the exchange, the shareholder must
    receive a prospectus of the fund for which the exchange is being made.
    This privilege is available to shareholders resident in any state in which
    the shares being acquired may be sold. Upon receipt of proper instructions
    and required supporting documents, Shares submitted for exchange are
    redeemed and proceeds invested in the same class of shares of the other
    fund. The exchange privilege may be modified or terminated at any time.
    Shareholders will be notified of the modification or termination of the
    exchange privilege.
    Further information on the exchange privilege and prospectuses for the
    Liberty Family of Funds are available by contacting the Fund.
                                  TAX CONSEQUENCES
    An exercise of the exchange privilege is treated as a sale for federal
    income tax purposes. Depending upon the circumstances, a capital gain or
    loss may be realized.
                                 MAKING AN EXCHANGE
    Instructions for exchanges for the Liberty Family of Funds or certain
    Federated Funds (where applicable) may be given in writing or by telephone.
    Written instructions may require a signature guarantee. Shareholders of the




    Fund may have difficulty in making exchanges by telephone through brokers
    and other financial institutions during times of drastic economic or market
    changes. If a shareholder cannot contact his broker or financial
    institution by telephone, it is recommended that an exchange request be
    made in writing and sent by overnight mail to Federated Services Company,
    500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.
                               TELEPHONE INSTRUCTIONS
    Telephone instructions made by the investor may be carried out only if a
    telephone authorization form completed by the investor is on file with the
    Fund. If the instructions are given by a broker, a telephone authorization
    form completed by the broker must be on file with the Fund. If reasonable
    procedures are not followed by the Fund, it may be liable for losses due to
    unauthorized or fraudulent telephone instructions. Shares may be exchanged
    between two funds by telephone only if the two funds have identical
    shareholder registrations.
    Any Shares held in certificate form cannot be exchanged by telephone but
    must be forwarded to Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600 and deposited to the shareholder's account before
    being exchanged. Telephone exchange instructions are recorded and will be
    binding upon the shareholder. Such instructions will be processed as of
    4:00 p.m. (Eastern time) and must be received by the Fund before that time
    for Shares to be exchanged the same day. Shareholders exchanging into a




    fund will begin receiving dividends the following business day. This
    privilege may be modified or terminated at any time.
                                HOW TO REDEEM SHARES
    Shares are redeemed at their net asset value, less any applicable
    contingent deferred sales charge, next determined after the Fund receives
    the redemption request. Redemptions will be made on days on which the Fund
    computes its net asset value. Redemption requests must be received in
    proper form and can be made as described below.
                  REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
    Shares of the Fund may be redeemed by calling your financial institution to
    request the redemption. Shares will be redeemed at the net asset value,
    less any applicable contingent deferred sales charge next determined after
    the Fund receives the redemption request from the financial institution.
    Redemption requests through a registered broker/dealer must be received by
    the broker before 4:00 p.m. (Eastern time) and must be transmitted by the
    broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares to
    be redeemed at that day's net asset value. Redemption requests through
    other financial institutions (such as banks) must be received by the
    financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
    time) in order for Shares to be redeemed at that day's net asset value. The
    financial institution is responsible for promptly submitting redemption
    requests and providing proper written redemption instructions. Customary




    fees and commissions may be charged by the financial institution for this
    service.
                           REDEEMING SHARES BY TELEPHONE
    Shares may be redeemed in any amount by calling the Fund provided the Fund
    has a properly completed authorization form. These forms can be obtained
    from Federated Securities Corp.
    Proceeds will be mailed in the form of a check, to the shareholder's
    address of record or by wire transfer to the shareholder's account at a
    domestic commercial bank that is a member of the Federal Reserve System.
    The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
    Shares purchased by check or through ACH will not be wired until that
    method of payment has cleared.
    Telephone instructions will be recorded. If reasonable procedures are not
    followed by the Fund, it may be liable for losses due to unauthorized or
    fraudulent telephone instructions. In the event of drastic economic or
    market changes, a shareholder may experience difficulty in redeeming by
    telephone. If this occurs, "Redeeming Shares By Mail" should be considered.
    If at any time the Fund shall determine it necessary to terminate or modify
    the telephone redemption privilege, shareholders would be promptly
    notified.
                              REDEEMING SHARES BY MAIL




    Shares may be redeemed in any amount by mailing a written request to:
    Federated Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston,
    Massachusetts 02266-8600.
    The written request should state: Fund Name and the Class designation; the
    account name as registered with the Fund; the account number; and the
    number of Shares to be redeemed or the dollar amount requested. All owners
    of the account must sign the request exactly as the Shares are registered.
    It is recommended that any share certificates be sent by insured mail with
    the written request.
    Shareholders requesting a redemption of any amount to be sent to an address
    other than that on record with the Fund, or a redemption payable other than
    to the shareholder of record must have their signatures guaranteed by a
    bank which is a member of the Federal Deposit Insurance Corporation, a
    trust company, a member firm of a domestic stock exchange, or any other
    "eligible guarantor institution," as defined by the Securities and Exchange
    Act of 1934, as amended. 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.




    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.
    SPECIAL REDEMPTION FEATURES
                           SYSTEMATIC WITHDRAWAL PROGRAM
    Shareholders who desire to receive payments of a predetermined amount not
    less than $100 may take advantage of the Systematic Withdrawal Program.
    Under this program, Shares are redeemed to provide for periodic withdrawal
    payments in an amount directed by the shareholder.
    Depending upon the amount of the withdrawal payments, the amount of
    dividends paid and capital gains distributions with respect to Shares, and
    the fluctuation of the net asset value of Shares redeemed under this
    program, redemptions may reduce, and eventually deplete, the shareholder's
    investment in the Fund. For this reason, payments under this program should
    not be considered as yield or income on the shareholder's investment in the
    Fund. To be eligible to participate in this program, a shareholder must
    have an account value of at least $10,000. A shareholder may apply for
    participation in this program through his financial institution. Due to the
    fact that Class A Shares are sold with a sales load, it is not advisable
    for shareholders to continue to purchase Class A Shares while participating
    in this program. A contingent deferred sales charge may be imposed on Class
    B Shares and Class C Shares.




    CONTINGENT DEFERRED SALES CHARGE
    Shareholders may be subject to a contingent deferred sales charge upon
    redemption of their Shares under the following circumstances:
                                   CLASS A SHARES
    Class A Shares purchased under a periodic special offering with the
    proceeds of a redemption of shares of an unaffiliated investment company
    purchased or redeemed with a sales load and not distributed by Federated
    Securities Corp. may be charged a contingent deferred sales charge of .50
    of 1.00% for redemptions made within one full year of purchase. Any
    applicable contingent deferred sales charge will be imposed on the lesser
    of the net asset value of the redeemed Shares at the time of purchase or
    the net asset value of the redeemed Shares at the time of redemption.


                                   CLASS B SHARES
    Shareholders redeeming Class B Shares from their Fund accounts within six
    full years of the purchase date of those Shares will be charged a
    contingent deferred sales charge by the Fund's distributor. Any applicable
    contingent deferred sales charge will be imposed on the lesser of the net
    asset value of the redeemed Shares at the time of purchase or the net asset
    value of the redeemed Shares at the time of redemption in accordance with
    the following schedule:




                                  CONTINGENT
      YEAR OF REDEMPTION           DEFERRED
        AFTER PURCHASE            SALES CHARGE
          First                    5.50%
          Second                   4.75%
          Third                    4%
          Fourth                   3%
          Fifth                    2%
          Sixth                    1%
          Seventh and thereafter   0%
                                   CLASS C SHARES
    Shareholders redeeming Class C Shares from their Fund accounts within one
    full year of the purchase date of those Shares will be charged a contingent
    deferred sales charge by the Fund's distributor of 1.00%. Any applicable
    contingent deferred sales charge will be imposed on the lesser of the net
    asset value of the redeemed Shares at the time of purchase or the net asset
    value of the redeemed Shares at the time of redemption.
                 CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
    The contingent deferred sales charge will be deducted from the redemption
    proceeds otherwise payable to the shareholder and will be retained by the
    distributor. The contingent deferred sales charge will not be imposed with
    respect to: (1) Shares acquired through the reinvestment of dividends or




    distributions of long-term capital gains; and (2) Shares held for more than
    six full years from the date of purchase with respect to Class B Shares and
    one full year from the date of purchase with respect to Class C Shares and
    applicable Class A Shares. Redemptions will be processed in a manner
    intended to maximize the amount of redemption which will not be subject to
    a contingent deferred sales charge. In computing the amount of the
    applicable contingent deferred sales charge, redemptions are deemed to have
    occurred in the following order: (1) Shares acquired through the
    reinvestment of dividends and long-term capital gains; (2) Shares held for
    more than six full years from the date of purchase with respect to Class B
    Shares and one full year from the date of purchase with respect to Class C
    Shares and applicable Class A Shares; (3) Shares held for less than six
    years with respect to Class B Shares and less than one full year from the
    date of purchase with respect to Class C Shares and applicable Class A
    Shares on a first-in, first-out basis. A contingent deferred sales charge
    is not assessed in connection with an exchange of Fund Shares for shares of
    other funds in the Liberty Family of Funds in the same class (see "Exchange
    Privilege"). Any contingent deferred sales charge imposed at the time the
    exchanged-for Shares are redeemed is calculated as if the shareholder had
    held the shares from the date on which he became a shareholder of the
    exchanged-from Shares. Moreover, the contingent deferred sales charge will
    be eliminated with respect to certain redemptions (see "Elimination of
    Contingent Deferred Sales Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
    The contingent deferred sales charge will be eliminated with respect to the
    following redemptions: (1) redemptions following the death or disability,
    as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as
    amended, of a shareholder; (2) redemptions representing minimum required
    distributions from an Individual Retirement Account or other retirement
    plan to a shareholder who has attained the age of 70-1/2; and (3)
    involuntary redemptions by the Fund of Shares in shareholder accounts that
    do not comply with the minimum balance requirements. No contingent deferred
    sales charge will be imposed on redemptions of Shares held by Directors,
    employees and sales representatives of the Fund, the distributor, or
    affiliates of the Fund or distributor; employees of any financial
    institution that sells Shares of the Fund pursuant to a sales agreement
    with the distributor; and spouses and children under the age of 21 of the
    aforementioned persons. Finally, no contingent deferred sales charge will
    be imposed on the redemption of Shares originally purchased through a bank
    trust department, an investment adviser registered under the Investment
    Advisers Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or any other financial institution, to
    the extent that no payments were advanced for purchases made through such
    entities. The Directors reserve the right to discontinue elimination of the
    contingent deferred sales charge. Shareholders will be notified of such
    elimination. Any Shares purchased prior to the termination of such waiver
    would have the contingent deferred sales charge eliminated as provided in
    the Fund's prospectus at the time of the purchase of the Shares. If a
    shareholder making a redemption qualifies for an elimination of the
    contingent deferred sales charge, the shareholder must notify Federated
    Securities Corp. or the transfer agent in writing that he is entitled to
    such elimination.
                           ACCOUNT AND SHARE INFORMATION
                           CERTIFICATES AND CONFIRMATIONS
    As transfer agent for the Fund, Federated Services Company maintains a
    share account for each shareholder. Share certificates are not issued
    unless requested in writing to Federated Services Company.
    Detailed confirmations of each purchase and redemption are sent to each
    shareholder. Monthly confirmations are sent to report dividends paid during
    that month.
                                     DIVIDENDS
    Dividends are declared and paid annually to all shareholders invested in
    the Fund on the record date. Dividends and distributions are automatically
    reinvested in additional Shares of the Fund on payment dates at the ex-




    dividend date net asset value without a sales load, unless shareholders
    request cash payments on the new account form or by contacting the transfer
    agent. All shareholders on the record date are entitled to the dividend. If
    Shares are redeemed or exchanged prior to the record date or purchased
    after the record date, those Shares are not entitled to that year's
    dividend.
                                   CAPITAL GAINS
    Net long-term capital gains realized by the Fund, if any, will be
    distributed at least once every twelve months.


                             ACCOUNTS WITH LOW BALANCES
    Due to the high cost of maintaining accounts with low balances, the Fund
    may redeem Shares in any account, except retirement plans, and pay the
    proceeds to the shareholder if the account balance falls below the Class A
    Share required minimum value of $500 or the required minimum value of
    $1,500 for Class B Shares and Class C Shares. This requirement does not
    apply, however, if the balance falls below the required minimum value
    because of changes in the net asset value of the respective Share Class.
    Before Shares are redeemed to close an account, the shareholder is notified
    in writing and allowed 30 days to purchase additional Shares to meet the
    minimum requirement.




                              CORPORATION INFORMATION
    MANAGEMENT OF THE CORPORATION
                                 BOARD OF DIRECTORS
    The Corporation is managed by a Board of Directors. The Directors are
    responsible for managing the Corporation's business affairs and for
    exercising all the Corporation's powers except those reserved for the
    shareholders. An Executive Committee of the Board of Directors handles the
    Board's responsibilities between meetings of the Board.
                                 INVESTMENT ADVISER
    Investment decisions for the Fund are made by Federated Global Research
    Corp., the Fund's investment adviser, subject to direction by the
    Directors. The Adviser continually conducts investment research and
    supervision for the Fund and is responsible for the purchase or sale of
    portfolio instruments, for which it receives an annual fee from the Fund.
                                   ADVISORY FEES
    The Adviser receives an annual investment advisory fee equal to 1.00% 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 investment advisory contract, which provides for the voluntary
    waiver of the advisory fee 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 can terminate this voluntary waiver
    at any time in its sole discretion. The Adviser has also undertaken to
    reimburse the Fund for operating expenses in excess of limitations
    established by certain states.
                                ADVISER'S BACKGROUND
    Federated Global Research Corp., incorporated in Delaware on May 12, 1995,
    is a registered investment adviser under the Investment Advisers Act of
    1940, as amended. 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 Global Research Corp. and other subsidiaries of Federated
    Investors serve as investment advisers to a number of investment companies
    and private accounts. Certain other subsidiaries also provide
    administrative services to a number of investment companies. With over $72
    billion invested across more than 260 funds under management and/or
    administration by its subsidiaries, as of December 31, 1994, Federated
    Investors is one of the largest mutual fund investment managers in the
    United States. With more than 1,750 employees, Federated continues to be
    led by the management who founded the company in 1955. Federated funds are




    presently at work in and through 4,000 financial institutions nationwide.
    More than 100,000 investment professionals have selected Federated funds
    for their clients.
    Drew J. Collins has been the Fund's portfolio manager its inception.  Mr.
    Collins joined Federated Investors in 1995 as a Senior Vice President of
    the Fund's investment adviser.  Mr. Collins served as Vice
    President/Portfolio Manager of international equity portfolios at Arnold
    and S. Bleichroeder, Inc. from 1994 to 1995.  He served as an Assistant
    Vice President/Portfolio Manager for international equities at the College
    Retirement Equities Fund from 1986 to 1994.  Mr. Collins is a Chartered
    Financial Analyst and received his M.B.A. in finance from the University of
    Pennsylvania.
    Henry A. Frantzen has been the Fund's portfolio manager its inception.  Mr.
    Frantzen joined Federated Investors in 1995 as an Executive Vice President
    of the Fund's investment adviser.  Mr. Frantzen served as Chief Investment
    Officer of international equities at Brown Brothers Harriman & Co. from
    1992 to 1995.  He was the Executive Vice President and Director of Equities
    at Oppenheimer Management Corporation from 1989 to 1991.  Mr. Frantzen
    received his B.S. in finance and marketing from the University of North
    Dakota.
    Frank Semack has been the Fund's portfolio manager since its inception. Mr.
    Semack joined Federated Investors in 1995 as a  Vice President of the




    Fund's investment adviser.  Mr. Semack served as an Investment Analyst at
    Omega Advisers, Inc. from 1993 to 1994.  He served as an Associate
    Director/Portfolio Manager of Wardley Investment Services, Ltd. from 1980
    to 1993.  Mr. Semack received his M.Sc. in economics from the London School
    of Economics.
    Both the Corporation and the Adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a
    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interest. Among other things, the
    codes: require preclearance and periodic reporting of personal securities
    transactions; prohibit personal transactions in securities being purchased
    or sold, or being considered for purchase or sale, by the Fund; prohibit
    purchasing securities in initial public offerings; and prohibit taking
    profits on securities held for less than sixty days. Violations of the
    codes are subject to review by the Board of Directors, and could result in
    severe penalties.
    DISTRIBUTION OF SHARES
    Federated Securities Corp. is the principal distributor for Shares of the
    Fund. Federated Securities Corp. is located at Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. It is a Pennsylvania corporation
    organized on November 14, 1969, and is the principal distributor for a




    number of investment companies. Federated Securities Corp. is a subsidiary
    of Federated Investors.
    The distributor may offer to pay financial institutions an amount equal to
    1% of the net asset value of Class C Shares purchased by their clients or
    customers at the time of purchase. These payments will be made directly by
    the distributor from its assets, and will not be made from assets of the
    Fund. Financial institutions may elect to waive the initial payment
    described above; such waiver will result in the waiver by the Fund of the
    otherwise applicable contingent deferred sales charge.
    The distributor will pay dealers an amount equal to 5.5% of the net asset
    value of Class B Shares purchased by their clients or customers. These
    payments will be made directly by the distributor from its assets, and will
    not be made from the assets of the Fund. Dealers may voluntarily waive
    receipt of all or any portion of these payments. The distributor may pay a
    portion of the distribution fee discussed below to financial institutions
    that waive all or any portion of the advance payments.
                     DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
    Under a distribution plan adopted in accordance with Investment Company Act
    Rule 12b-1 (the "Distribution Plan"), the distributor may be paid a fee in
    an amount computed at an annual rate of up to .25 of 1% for Class A Shares
    and up to .75 of 1% for Class B Shares and Class C Shares of the average
    daily net assets of each class of Shares to finance any activity which is




    principally intended to result in the sale of Shares subject to the
    Distribution Plan. The Fund does not currently make payments to the
    distributor or charge a fee under the Distribution Plan for Class A Shares,
    and shareholders of Class A Shares will be notified if the Fund intends to
    charge a fee under the Distribution Plan. For Class A Shares and Class C
    Shares, the distributor may select financial institutions such as banks,
    fiduciaries, custodians for public funds, investment advisers, and
    broker/dealers to provide sales services or distribution-related support
    services as agents for their clients or customers. With respect to Class B
    Shares, because distribution fees to be paid by the Fund to the distributor
    may not exceed an annual rate of .75 of 1% of Class B Shares' average daily
    net assets, it will take the distributor a number of years to recoup the
    expenses it has incurred for its sales services and distribution-related
    support services pursuant to the Plan.
    The Distribution Plan is a compensation type plan. As such, the Fund makes
    no payments to the distributor except as described above. Therefore, the
    Fund does not pay for unreimbursed expenses of the distributor, including
    amounts expended by the distributor in excess of amounts received by it
    from the Fund, interest, carrying or other financing charges in connection
    with excess amounts expended, or the distributor's overhead expenses.
    However, the distributor may be able to recover such amounts or may earn a
    profit from future payments made by Shares under the Plan.




    In addition, the Fund has entered into a Shareholder Services Agreement
    with Federated Shareholder Services, a subsidiary of Federated Investors,
    under which the Fund may make payments up to 0.25 of 1% of the average
    daily net asset value of Class A Shares, Class B Shares, and Class C Shares
    to obtain certain personal services for shareholders and for the
    maintenance of shareholder accounts ("Shareholder Services"). Under the
    Shareholder Services Agreement, Federated Shareholder Services will either
    perform Shareholder Services directly or will select financial institutions
    to perform Shareholder Services. Financial institutions will receive fees
    based upon Shares owned by their clients or customers. The schedules of
    such fees and the basis upon which such fees will be paid will be
    determined from time to time by the Fund and Federated Shareholder
    Services.
    In addition to payments made pursuant to the Distribution Plan and
    Shareholder Services Agreement, Federated Securities Corp. and Federated
    Shareholder Services, from their own assets, may pay financial institutions
    supplemental fees for the performance of sales services, distribution-
    related support services, or shareholder services.
    The Glass-Steagall Act prohibits a depository institution (such as a
    commercial bank or savings 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 capacities




    described above or should Congress relax current restrictions on depository
    institutions, the Directors will consider appropriate changes in the
    services.
    State securities laws governing the ability of depository institutions to
    act as underwriters or distributors of securities may differ from
    interpretations given to the Glass-Steagall Act and, therefore, banks and
    financial institutions may be required to register as dealers pursuant to
    state laws.
                      OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
    Federated Securities Corp. will pay financial institutions, at the time of
    purchase of Class A Shares, an amount equal to .50 of 1% of the net asset
    value of Class A Shares purchased by their clients or customers under
    certain qualified retirement plans as approved by Federated Securities
    Corp. (Such payments are subject to a reclaim from the financial
    institution should the assets leave the program within 12 months after
    purchase.)
    Furthermore, with respect to Class A Shares, Class B Shares, and Class C
    Shares, the distributor may offer to pay a fee from its own assets to
    financial institutions as financial assistance for providing substantial
    marketing and sales support. The support may include sponsoring sales,
    educational and training seminars for their employees, providing sales
    literature, and engineering computer software programs that emphasize the




    attributes of the Fund. Such assistance will be predicated upon the amount
    of Shares the financial institution sells or may sell, and/or upon the type
    and nature of sales or marketing support furnished by the financial
    institution. Any payments made by the distributor may be reimbursed by the
    Fund's Adviser or its affiliates.
    ADMINISTRATION OF THE FUND
                              ADMINISTRATIVE SERVICES
    Federated Administrative Services, a subsidiary of Federated Investors,
    provides administrative personnel and services (including certain legal and
    financial reporting services) necessary to operate the Fund. Federated
    Administrative Services provides these at an annual rate which relates to
    the average aggregate daily net assets of all Federated Funds as specified
    below:
               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
    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, P.O. Box 8600, Boston, Massachusetts
    02266-8600, is custodian for the securities and cash of the Fund. Foreign
    instruments purchased by the Fund are held by foreign banks participating
    in a network coordinated by State Street Bank.


                    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
    Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-
    8600, is transfer agent for the Shares of the Fund, and dividend disbursing
    agent for the Fund.
                                INDEPENDENT AUDITORS
    The independent auditors for the Fund are Ernst & Young LLP, One Oxford
    Centre, Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
    Holders of Class A Shares, Class B Shares, and Class C Shares pay their
    allocable portion of Corporation and portfolio expenses.
    The Corporation expenses for which holders of Class A Shares, Class B
    Shares, and Class C Shares pay their allocable portion include, but are not
    limited to: the cost of organizing the Corporation and continuing its




    existence; registering the Corporation with federal and state securities
    authorities; Directors' fees; auditors' fees; the cost of meetings of
    Directors; legal fees of the Corporation; association membership dues; and
    such non-recurring and extraordinary items as may arise from time to time.
    The portfolio expenses for which holders of Class A Shares, Class B Shares,
    and Class C Shares pay their allocable portion include, but are not limited
    to: registering the portfolio and Class A Shares, Class B Shares, and Class
    C Shares of the portfolio; investment advisory services; taxes and
    commissions; custodian fees; insurance premiums; auditors' fees; and such
    non-recurring and extraordinary items as may arise from time to time.
    At present, the only expenses which are allocated specifically to Class A
    Shares, Class B Shares, and Class C Shares as classes are expenses under
    the Corporation's Distribution Plan and fees for Shareholder Services.
    However, the Directors reserve the right to allocate certain other expenses
    to holders of Class A Shares, Class B Shares and Class C Shares as they
    deem appropriate ("Class Expenses"). In any case, Class Expenses would be
    limited to: distribution fees; transfer agent fees as identified by the
    transfer agent as attributable to holders of Class A Shares, Class B
    Shares, and Class C Shares; printing and postage expenses related to
    preparing and distributing materials such as shareholder reports,
    prospectuses and proxies to current shareholders; registration fees paid to
    the Securities and Exchange Commission and to state securities commissions;




    expenses related to administrative personnel and services as required to
    support holders of Class A Shares, Class B Shares, and Class C Shares;
    legal fees relating solely to Class A Shares, Class B Shares, or Class C
    Shares; and Directors' fees incurred as a result of issues related solely
    to Class A Shares, Class B Shares, or Class C Shares.
    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 Directors.
                              SHAREHOLDER INFORMATION
    VOTING RIGHTS
    Each share of the Fund gives the shareholder one vote in Director elections
    and other matters submitted to shareholders for vote. All Shares of each
    Fund or class in the Corporation have equal voting rights, except that in




    matters affecting only a particular Fund or class, only Shares of that Fund
    or class are entitled to vote.
    As a Maryland corporation, the Corporation is not required to hold annual
    shareholder meetings. Shareholder approval will be sought only for certain
    changes in the Corporation's or the Fund's operation and for the election
    of Directors under certain circumstances.
    Directors may be removed by the Directors or by shareholders at a special
    meeting. A special meeting of shareholders shall be called by the Directors
    upon the written request of shareholders owning at least 10% of the
    Corporation's outstanding shares of all series entitled to vote.
                                  TAX INFORMATION
    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Code applicable to regulated investment companies and
    to receive the special tax treatment afforded to such companies. However,
    the Fund 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 Fund upon disposition of PFIC
    investments.
    The Fund will be treated as a single, separate entity for federal income
    tax purposes so that income (including capital gains) and losses realized




    by the Corporation's other portfolios will not be combined for tax purposes
    with those realized by the Fund.
    Investment income received by the Fund from sources within foreign
    countries may be subject to foreign taxes withheld at the source. The
    United States has entered into tax treaties with many foreign countries
    that entitle the Fund to reduced tax rates or exemptions on this income.
    The effective rate of foreign tax cannot be predicted since the amount of
    Fund assets to be invested within various countries is unknown. However,
    the Fund intends to operate so as to qualify for treaty-reduced tax rates
    where applicable.
    Unless otherwise exempt, shareholders are required to pay federal income
    tax on any dividends and other distributions, including capital gains
    distributions, received. This applies whether dividends and distributions
    are received in cash or as additional Shares. Distributions representing
    long-term capital gains, if any, will be taxable to shareholders as long-
    term capital gains no matter how long the shareholders have held the
    Shares. No federal income tax is due on any dividends earned in an IRA or
    qualified retirement plan until distributed.
    Due to differences in the book and tax treatment of fixed income securities
    denominated in foreign currencies, it is difficult to project currency
    effects on an interim basis. Therefore, to the extent that currency
    fluctuations cannot be anticipated, a portion of distributions to




    shareholders could later be designated as a return of capital, rather than
    income, for income tax purposes, which may be of particular concern to
    simple trusts.
    If more than 50% of the value of the Fund's assets at the end of the tax
    year is represented by stock or securities of foreign corporations, the
    Fund intends to qualify for certain Code stipulations that would allow
    shareholders to claim a foreign tax credit or deduction on their U.S.
    income tax returns. The Code may limit a shareholder's ability to claim a
    foreign tax credit. Furthermore, shareholders who elect to deduct their
    portion of the Fund's foreign taxes rather than take the foreign tax credit
    must itemize deductions on their income tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
    Shares are exempt from personal property taxes imposed by counties,
    municipalities, and school districts in Pennsylvania.
    Shareholders are urged to consult their own tax advisers regarding the
    status of their accounts under state and local tax laws.
                              PERFORMANCE INFORMATION
    From time to time, the Fund advertises its total return and yield for each
    class of Shares.
    Total return represents the change, over a specific period of time, in the
    value of an investment in each class of Shares after reinvesting all income




    and capital gains distributions. It is calculated by dividing that change
    by the initial investment and is expressed as a percentage.
    The yield of each class of Shares is calculated by dividing the net
    investment income per share (as defined by the Securities and Exchange
    Commission) earned by each class of Shares over a thirty-day period by the
    maximum offering price per share of each class on the last day of the
    period. This number is then annualized using semi-annual compounding. The
    yield does not necessarily reflect income actually earned by each class of
    Shares and, therefore, may not correlate to the dividends or other
    distributions paid to shareholders.
    The performance information reflects the effect of non-recurring charges,
    such as the maximum sales load or contingent deferred sales charges, which,
    if excluded, would increase the total return and yield.
    Total return and yield will be calculated separately for Class A Shares,
    Class B Shares, and Class C Shares. Expense differences among Class A
    Shares, Class B Shares, and Class C Shares may affect the performance of
    each class.
    From time to time, advertisements for Class A Shares, Class B Shares, and
    Class C Shares of the Fund may refer to ratings, rankings, and other
    information in certain financial publications and/or compare the
    performance of Class A Shares, Class B Shares, and Class C Shares to
    certain indices.

                               FEDERATED EUROPEAN GROWTH FUND
                              (A portfolio of World Investment Series, Inc.)

                               Class A Shares
                               Class B Shares
                               Class C Shares

                                      Combined Prospectus
                                      An Open-End, Diversified
                                      Management
                                      Investment Company

                                      February 13, 1996



         FEDERATED SECURITIES CORP.


          Distributor
          Cusip #s
                    ---------
          G01469-02a(2/96)
          A subsidiary of FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779

FEDERATED EUROPEAN GROWTH FUND
(A portfolio of World Investment Series, Inc.)

Class A Shares

Prospectus


    The Class A Shares of Federated European Growth Fund (the "Fund") represent
    interests in a diversified investment portfolio of World Investment Series,
    Inc. (the "Corporation"), an open-end management investment company (a
    mutual fund). The investment objective of the Fund is to provide long-term
    growth of capital. Any income received from the portfolio is incidental.
    The Fund pursues its investment objective by investing primarily in the
    equity securities of European companies.
    THE CLASS A 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 CLASS A
    SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.




    This prospectus contains the information you should read and know before
    you invest in the Class A Shares of the Fund. Keep this prospectus for
    future reference.
    The Fund has also filed a Combined Statement of Additional Information for
    Class A Shares, Class B Shares, and Class C Shares dated February 13, 1996
    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, which is in paper form only, or a
    paper copy of this prospectus, if you have received your prospectus
    electronically, free of charge by calling 1-800-235-4669. To obtain other
    information or to make inquiries about the Fund, contact your financial
    institution.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
    TO THE CONTRARY IS A CRIMINAL OFFENSE.
    Prospectus dated February 13, 1996




    Table of Contents will be
    generated when document is
    complete.




                              SUMMARY OF FUND EXPENSES
                           FEDERATED EUROPEAN GROWTH FUND

                                   CLASS A SHARES
                          SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
       ....................................................5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)
      0.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS A SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee (3) .........................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %




          Total Class A Shares Operating Expenses (4)......      %
    (1)

      Class A Shares purchased with the proceeds of a redemption of shares of
      an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      Class A Shares have no present intention of paying or accruing the 12b-1
      fee during the fiscal year ending November 30, 1996.  If Class A Shares
      were paying or accruing the 12b-1 fee, Class A Shares would be able to
      pay up to 0.25% of its average daily net assets for the 12b-1 fee.  See
      "Corporation Information."




    (4)

      The Total Class A Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

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

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,




       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class A Shares' fiscal year
    ending November 30, 1996.



                                GENERAL INFORMATION
    The Corporation was established under the laws of the State of Maryland on
    January 25, 1994.  The Corporation's address is Liberty Center, Federated
    Investors Tower, Pittsburgh, Pennsylvania 15222-3779.  The Articles of
    Incorporation permit the Corporation to offer separate series of shares
    representing interests in separate portfolios of securities. As of the date
    of this prospectus, the Board of Directors (the "Directors") has
    established three classes of shares for the Fund, known as Class A Shares,
    Class B Shares, and Class C Shares.  This prospectus relates only to Class
    A Shares (the "Shares") of the Fund.
    Shares of the Fund are designed for individuals and institutions seeking
    long-term growth of capital by investing primarily in the equity securities
    of European companies.




    For information on how to purchase Shares of the Fund, please refer to "How
    to Purchase Shares." The minimum initial investment for Class A Shares is
    $500. However, the minimum initial investment for a retirement account is
    $50. Subsequent investments must be in amounts of at least $100, except for
    retirement plans which must be in amounts of at least $50.
    In general, Class A Shares are sold at net asset value plus the applicable
    sales load and are redeemed at net asset value. However, a contingent
    deferred sales charge is imposed under certain circumstances. For a more
    complete description, see "How to Redeem Shares."
    In addition, the Fund pays a shareholder services fee at an annual rate not
    to exceed 0.25% of average daily net assets.
    Investors should be aware of the following general observations. The Fund
    may make certain investments and employ certain investment techniques that
    involve risks, including, but not limited to, entering into repurchase
    agreements, lending portfolio securities, investing in restricted and
    illiquid securities, investing in securities on a when-issued and delayed
    delivery basis, writing call options and investing in foreign securities.
    The Fund's current net asset value and offering price can be found in the
    mutual funds section of local newspapers under "Federated Liberty Funds."
                              LIBERTY FAMILY OF FUNDS




    This Fund is a member of a family of mutual funds, collectively known as
    the Liberty Family of Funds. The other funds in the Liberty Family of Funds
    are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Asia Pacific Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Asia
        and the Pacific Rim;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;
      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;
      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;




      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated  primarily in foreign currencies;
      o Federated International Small Company Fund, providing long-term growth
        of capital by investing in equity securities of small foreign companies
        in developed and emerging markets.
      o Federated Latin American Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Latin
        America;
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;
      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current  income exempt from federal regular income tax through
        municipal bonds;




      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;
      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;
      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;
      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal,  primarily limited to municipal securities;
      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the state  of Michigan and Michigan municipalities, primarily
        through Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the  Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;




      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and
      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
    Prospectuses for these funds are available by writing to Federated
    Securities Corp.
    Each of the funds may also invest in certain other types of securities as
    described in each fund's prospectus.
    The Liberty Family of Funds provides flexibility and diversification for an
    investor's long-term investment planning. It enables an investor to meet
    the challenges of changing market conditions by offering convenient
    exchange privileges which give access to various investment vehicles and by
    providing the investment services of proven, professional investment
    advisers.
    Shareholders of Class A Shares who have been designated as Liberty Life
    Members are exempt from sales loads on future purchases in and exchanges
    between the Class A Shares of any funds in the Liberty Family of Funds, as
    long as they maintain a $500 balance in one of the Liberty Funds.




                               INVESTMENT INFORMATION
    INVESTMENT OBJECTIVE
    The investment objective of the Fund is to provide long-term growth of
    capital. Any income received from the portfolio is incidental.  The
    investment objective cannot be changed without approval of shareholders.
    While there is no assurance that the Fund will achieve its investment
    objective, it endeavors to do so by following the investment policies
    described in this prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing primarily in a
    professionally managed and diversified portfolio of European companies.
    Under normal market conditions, the Fund intends to invest at least 65% of
    its total assets in equity securities of issuers and companies located in
    Europe.
    The Fund expects the majority of its equity assets to be invested in the
    more established or liquid markets of Europe including Austria, Belgium,
    Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway,
    Spain, Sweden, Switzerland, and the United Kingdom.  The Fund may invest in
    countries other than those defined above, if, in the opinion of the Fund's
    investment adviser, they are considered to be attractive or liquid.  These
    countries include Albania, Belarus, Bulgaria, Czech Republic, Estonia,
    Greece, Hungary, Iceland, Latvia, Lithuania, Luxembourg, Poland, Portugal,




    Romania, Russia, Slovakia, Turkey, Ukraine, and countries of the former
    Yugoslavia.
    While the investment adviser considers the above-mentioned countries
    eligible for investment, the Fund will not be invested in all such markets
    at all times.  Furthermore, the Fund may not pursue investment in such
    countries due to lack of adequate custody of the Fund's assets, overly
    burdensome restrictions and repatriation, lack of an organized and liquid
    market, or unacceptable political or other risks.  The Fund intends to
    allocate its investments among at least three countries at all times and
    does not expect to concentrate investments in any particular industry.
    European companies are defined as (i) those for which the principal
    securities trading market is Europe, as described above; (ii) those which
    are organized under the laws of, or with a principal office in, Europe; or
    (iii) those, wherever organized or traded, which derive (directly or
    indirectly through subsidiaries) at least 50% of their total assets,
    capitalization, gross revenue or profit in their most current year from
    goods produced, services performed, or sales made in Europe.
    Unless indicated otherwise, the investment policies of the Fund may be
    changed by the Directors without the approval of shareholders. Shareholders
    will be notified before any material changes in these policies become
    effective.
                               ACCEPTABLE INVESTMENTS




    The equity securities in which the Fund may invest include common stock,
    preferred stock (either convertible or non-convertible), sponsored or
    unsponsored depositary receipts or shares, and warrants, including other
    substantially similar forms of equity with comparable risk characteristics
    as well as other forms which may be developed in the future.  Securities
    may be purchased on securities exchanges, traded over-the-counter, or have
    no organized market.  The Fund may also purchase corporate and government
    fixed income securities denominated in currencies other than U.S. dollars;
    enter into forward commitments, repurchase agreements and foreign currency
    transactions; maintain reserves in foreign or U.S. money market
    instruments; and purchase options and financial futures contracts.
                             COMMON AND PREFERRED STOCK
    Stocks represent shares of ownership in a company.  Generally, preferred
    stock has a specified dividend and ranks after bonds and before common
    stocks in its claim on income for dividend payments and on assets should
    the company be liquidated.  After other claims are satisfied, common
    stockholders participate in company profits on a pro rata basis; profits
    may be paid out in dividends or reinvested in the company to help it grow.
    Increases and decreases in earnings are usually reflected in a company's
    stock price, so common stocks generally have the greatest appreciation and
    depreciation potential of all corporate securities.  While most preferred
    stocks pay a dividend, the Fund may purchase preferred stock where the




    issuer has omitted, or is in danger of omitting, payment of its dividend.
    Such investments would be made primarily for their capital appreciation
    potential.
    In selecting securities, the investment adviser typically evaluates
    industry trends, a company's financial strength, its competitive position
    in domestic and export markets, technology, recent developments and
    profitability, together with overall growth prospects, and prevailing and
    prospective valuation levels.  Other considerations generally include
    quality and depth of management, government regulation, and availability
    and cost of labor and raw materials.  Investment decisions are made without
    regard to arbitrary criteria as to minimum asset size, debt-equity ratios
    or dividend history of portfolio companies.
                                DEPOSITARY RECEIPTS
    The Fund may invest in foreign issuers by purchasing sponsored or
    unsponsored securities representing underlying international securities
    such as American Depositary Receipts ("ADRs"), American Depositary Shares
    ("ADSs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
    ("GDRs"), Global Depositary Certificates ("GDCs"), International Depositary
    Receipts ("IDRs"), and Russian Depositary Certificates ("RDCs") or
    securities convertible into foreign equity securities.  ADRs and ADSs
    typically are issued by a United States bank or trust company and evidence
    ownership of underlying securities issued by a foreign corporation.  EDRs,




    which are sometimes referred to as Continental Depositary Receipts
    ("CDRs"), GDRs, GDCs, IDRs and RDCs are typically issued by foreign banks
    or trust companies, although they also may be issued by United States banks
    or trust companies, and evidence ownership of underlying securities issued
    by either a foreign or a United States corporation.  ADRs, ADSs, CDRs,
    EDRs, GDRs, GDCs, IDRs, and RDCs are collectively known as "Depositary
    Receipts."  Depositary Receipts may be available for investment through
    "sponsored" or "unsponsored" facilities.  A sponsored facility is
    established jointly by the issuer of the security underlying the receipt
    and a depositary, whereas an unsponsored facility may be established by a
    depositary without participation by the issuer of the receipt's underlying
    security.  Holders of an unsponsored Depositary Receipt generally bear all
    the costs of the unsponsored facility.  The depositary of an unsponsored
    facility frequently is under no obligation to distribute shareholder
    communications received from the issuer of the deposited security or to
    pass through to the holders of the receipts voting rights with respect to
    the deposited securities.
                                  DEBT SECURITIES
    In pursuit of the Fund's objective of long-term growth of capital, the Fund
    may invest up to 35% of its total assets in debt securities. Capital
    appreciation in debt securities may arise as a result of favorable changes
    in the creditworthiness of issuers, relative interest rate levels, or




    relative foreign exchange rates. Any income received from debt securities
    will be incidental to the Fund's objective of long-term growth of capital.
    These debt obligations consist of U.S. and foreign government securities
    and corporate debt securities, including, but not limited to, Samurai and
    Yankee bonds, Eurobonds and depositary receipts.  The issuers of such debt
    securities may or may not be domiciled in emerging countries.
    The debt securities in which the Fund may invest may be rated, at the time
    of purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or
    Fitch Investors Service ("Fitch") or Ba or lower by Moody's Investors
    Service, Inc. ("Moody's"), or, if unrated, are of comparable quality as
    determined by the investment adviser. The prices of fixed income securities
    generally fluctuate inversely to the direction of interest rates.
                               CONVERTIBLE SECURITIES
    The Fund may invest in convertible securities rated, at the time of
    purchase, BB or lower by S&P or Fitch or Ba or lower by Moody's, or, if
    unrated, are of comparable quality as determined by the investment adviser.
    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 bonds, convertible
    preferred stock or debentures, units consisting of "usable" bonds and
    warrants or a combination of the features of several of these securities.




    The investment characteristics of each convertible security vary widely,
    which allows convertible securities to be employed for a variety of
    different investment strategies.  In selecting a convertible security, the
    investment adviser evaluates the investment characteristics of the
    convertible security as a fixed income investment, and the investment
    potential of the underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
    Due to restrictions on direct investment by foreign entities in certain
    foreign countries, investments in other investment companies may be the
    most practical or only manner in which the Fund can participate in the
    securities markets of such countries.  The Fund may also invest in other
    investment companies for the purpose of investing its short term cash on a
    temporary basis.  The Fund may invest up to 10% of its total assets in the
    securities of other investment companies. 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.  Restricted securities may be issued
    by new and early stage companies which may include a high degree of
    business and financial risk that can result in substantial losses.  As a
    result of the absence of a public trading market for these securities, they
    may be less liquid than publicly traded securities.  Although these
    securities may be resold in privately negotiated transactions, the prices
    realized from these sales could be less than those originally paid by the
    Fund, or less than what may be considered the fair value of such
    securities.  Further, companies whose securities are not publicly traded
    may not be subject to the disclosure and other investor protection
    requirements which might be applicable if their securities were publicly
    traded.  If such securities are required to be registered under the
    securities laws of one or more jurisdictions before being resold, the Fund
    may be required to bear the expense of registration.  The Fund will limit
    investments in illiquid securities, including certain restricted securities
    not determined by the Directors to be liquid, over-the counter options,
    swap agreements not determined to be liquid, and repurchase agreements
    providing for settlement in more than seven days after notice, to 15% of
    its net assets.
                               REPURCHASE AGREEMENTS
    The Fund may invest in repurchase agreements.  Repurchase agreements are
    arrangements by which the Fund purchases a security for cash and obtains a




    simultaneous commitment from the seller (usually a bank or broker/dealer)
    to repurchase the security at an agreed-upon price and specified future
    date.  The repurchase price reflects an agreed-upon interest rate for the
    time period of the agreement.  The Fund's risk is the inability of the
    seller to pay the agreed-upon price on the delivery date.  However, this
    risk is tempered by the ability of the Fund to sell the security in the
    open market in the case of a default.  In such a case, the Fund may incur
    costs in disposing of the security which would increase Fund expenses.  The
    investment adviser will monitor the creditworthiness of the firms with
    which the Fund enters into repurchase agreements.
                   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 different times in the
    future. 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 investment
    adviser deems it appropriate to do so. In addition, the Fund may enter into




    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates.  The Fund may realize short-term profits
    or losses upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
    In order to generate additional income, the Fund may lend portfolio
    securities on a short-term or long-term basis, 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 investment adviser has determined are creditworthy under guidelines
    established by the Directors and will receive collateral in the form of
    cash or U.S. government securities equal to at least 100% of the value of
    the securities loaned at all times.
    There is the risk that when lending portfolio securities, the securities
    may not be available to the Fund on a timely basis and the Fund may,
    therefore, lose the opportunity to sell the securities at a desirable
    price.  In addition, in the event that a borrower of securities would file
    for bankruptcy or become insolvent, disposition of the securities may be
    delayed pending court action.
                               TEMPORARY INVESTMENTS
    For temporary defensive purposes, when the investment adviser determines
    that market conditions warrant (up to 100% of total assets) and to maintain




    liquidity (up to 20% of total assets), the Fund may invest in U.S. and
    foreign debt instruments as well as cash or cash equivalents, including
    foreign and domestic money market instruments, short-term government and
    corporate obligations, and repurchase agreements.
                                FORWARD COMMITMENTS
    Forward commitments are contracts to purchase securities for a fixed price
    at a date beyond customary settlement time.  The Fund may enter into these
    contracts if liquid securities in amounts sufficient to meet the purchase
    price are segregated on the Fund's records at the trade date and maintained
    until the transaction has been settled.  Risk is involved if the value of
    the security declines before settlement.  Although the Fund enters into
    forward commitments with the intention of acquiring the security, it may
    dispose of the commitment prior to settlement and realize short-term profit
    or loss.
                           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 (i.e., 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.  Further, the Fund may be affected either
    unfavorably or favorably by fluctuations in the relative rates of exchange
    between the currencies of different nations.  Cross-hedging transactions by
    the Fund involve the risk of imperfect correlation between changes in the
    values of the currencies to which such transactions relate and changes in
    the value of the currency or other asset or liability that is the subject
    of the hedge.
                    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 60 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 investment adviser will consider the
    likelihood of changes in currency values when making investment decisions,
    the investment 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 value of
    the Fund's assets denominated in that currency at the time the contract was
    initiated, but as consistent with their other investment policies and as
    not otherwise limited in their ability to use this strategy.
                                      OPTIONS




    The Fund may deal in options on foreign currencies, securities, and
    securities indices, and on futures contracts involving these items, which
    options may be listed for trading on an international securities exchange
    or traded over-the-counter.  The Fund may use options to manage interest
    rate and currency risks.  The Fund may also write covered call options and
    secured put options to generate income or lock in gains.  The Fund may
    write covered call options and secured put options on up to 25% of its net
    assets and may purchase put and call options provided that no more than 5%
    of the fair market value of its net assets may be invested in premiums on
    such options.
    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 the 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 nonperformance 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.
    It is not certain that a secondary market for positions in options, or
    futures contracts (see below), 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.
                           FUTURES AND OPTIONS ON FUTURES
    The Fund may enter into futures contracts involving foreign currency,
    securities, and securities indices, or options thereon, for bona fide
    hedging purposes.  The Fund may also enter into such futures contracts or




    related options for purposes other than bona fide hedging if the aggregate
    amount of initial margin deposits exclusive of the margin needed for
    foreign currency hedging, on the Fund's futures and related options
    positions would not exceed 5% of the net liquidation value of the Fund's
    assets, provided further that in the case of an option that is in-the-money
    at the time of the purchase, the in-the-money amount may be excluded in
    calculating the 5% limitation.  In addition, the Fund may not sell futures
    contracts if the value of such futures contracts exceeds the total market
    value of the Fund's portfolio securities.  Futures contracts and options
    thereon sold by the Fund are generally subject to segregation and coverage
    requirements established by either the Commodities Futures Trading
    Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with
    the result that, if the Fund does not hold the instrument underlying the
    futures contract or option, the Fund will be required to segregate on an
    ongoing basis with its custodian cash, U.S. government securities, or other
    liquid high grade debt obligations in an amount at least equal to the
    Fund's obligations with respect to such instruments.
    The Fund may enter into securities index futures contracts and purchase and
    write put and call options on securities index futures contracts that are
    traded on regulated exchanges, including non-U.S. exchanges, to the extent
    permitted by the CFTC.  Securities index futures contracts are based on
    indexes that reflect the market value of securities 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 enter into securities index futures contracts to sell a
    securities index in anticipation of or during a market decline to attempt
    to offset the decrease in market value of securities in its portfolio that
    might otherwise result.  When the Fund is not fully invested and
    anticipates a significant market advance, it may enter into futures
    contracts to purchase the index in order to gain rapid market exposure that
    may in part or entirely offset increases in the cost of securities that it
    intends to purchase.  In many of these transactions, the Fund will purchase
    such securities upon termination of the futures position but, depending on
    market conditions, a futures position may be terminated without the
    corresponding purchases of common stock.  The Fund may also invest in
    securities index futures contracts when the investment adviser believes
    such investment is more efficient, liquid, or cost-effective than investing
    directly in the securities underlying the index.
    An option on a securities index futures contract gives the purchaser the
    right, in return for the premium paid, to assume a position in a securities
    index futures contract.  The Fund may purchase and write put and call




    options on securities index futures contracts in order to hedge all or a
    portion of its investment and may enter into closing purchase transactions
    with respect to written options in order to terminate existing positions.
    There is no guarantee that such closing transactions can be effected.  The
    Fund may also invest in options on securities index futures contracts when
    the investment adviser believes such investment is more efficient, liquid
    or cost-effective than investing directly in the futures contract or in the
    securities underlying the index, or when the futures contract or underlying
    securities are not available for investment upon favorable terms.
    The use of futures and related options involves special consideration and
    risks, for example, (1) the ability of the Fund to utilize futures
    successfully will depend on the investment adviser's ability to predict
    pertinent market movements; (2) there might be imperfect correlation, or
    even no correlation, between the change in market value of the securities
    held by the Fund and the prices of the futures and options thereon relating
    to the securities purchased or sold by the Fund.  The use of futures and
    related options may reduce risk of loss by wholly or partially offsetting
    the negative effect of unfavorable price movements but they can also reduce
    the opportunity for gain by offsetting the positive effect of favorable
    price movements in positions.  No assurance can be given that the
    investment adviser's judgment in this respect will be correct.




    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.
    New futures contracts, options thereon, and other financial products and
    risk management techniques continue to be developed.  The Fund may use
    these investments and techniques to the extent consistent with its
    investment objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
    As one way of managing its exposure to different types of investments, the
    Fund may enter into interest rate swaps, currency swaps, and other types of
    swap agreements such as caps, collars, and floors.  Depending on how they
    are used, swap agreements may increase or decrease the overall volatility
    of the Fund's investments, its share price and yield.
    Swap agreements are sophisticated hedging instruments that typically
    involve a small investment of cash relative to the magnitude of risks
    assumed.  As a result, swaps can be highly volatile and may have a
    considerable impact on the Fund's performance.  Swap agreements are subject
    to risks related to the counterparty's ability to perform, and may decline




    in value if the counterparty's creditworthiness deteriorates.  The Fund may
    also suffer losses if it is unable to terminate outstanding swap agreements
    to reduce its exposure through offsetting transactions.  When the Fund
    enters into a swap agreement, assets of the Fund equal to the value of the
    swap agreement will be segregated by the Fund.
                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
    Investing in non-U.S. securities carries substantial risks in addition to
    those associated with domestic investments.  In an attempt to reduce some
    of these risks, the Fund diversifies its investments broadly among foreign
    countries which may include both developed and developing countries.
    The Fund may take advantage of the unusual opportunities for higher returns
    available from investing in developing countries.  These investments carry
    considerably more volatility and risk because they generally are associated
    with less mature economies and less stable political systems.
    The economies of foreign countries may differ from the U.S. economy in such
    respects as growth of gross domestic product, rate of inflation, currency
    depreciation, capital reinvestment, resource self-sufficiency, and balance
    of payments position.  Further, the economies of developing countries
    generally are heavily dependent on international trade and, accordingly,
    have been, and may continue to be, adversely affected by trade barriers,
    exchange controls, managed adjustments in relative currency values, and
    other protectionist measures imposed or negotiated by the countries with




    which they trade.  These economies also have been, and may continue to be,
    adversely affected by economic conditions in the countries with which they
    trade.
    Prior governmental approval for foreign investments may be required under
    certain circumstances in some countries, and the extent of foreign
    investment in certain debt securities and domestic companies may be subject
    to limitation.  Foreign ownership limitations also may be imposed by the
    charters of individual companies to prevent, among other concerns,
    violation of foreign investment limitations.
    Repatriation of investment income, capital, and the proceeds of sales by
    foreign investors may require governmental registration and/or approval in
    some countries.  The Fund could be adversely affected by delays in, or a
    refusal to grant, any required governmental registration or approval for
    such repatriation.  Any investment subject to such repatriation controls
    will be considered illiquid if it appears reasonably likely that this
    process will take more than seven days.
    With respect to any foreign country, there is the possibility of
    nationalization, expropriation or confiscatory taxation, political changes,
    governmental regulation, social instability or diplomatic developments
    (including war) which could affect adversely the economies of such
    countries or the value of the Fund's investments in those countries.  In




    addition, it may be difficult to obtain and enforce a judgment in a court
    outside of the United States.
    Brokerage commissions, custodial services, and other costs relating to
    investment may be more expensive than in the United States.  Foreign
    markets may have different clearance and settlement procedures such as
    requiring payment for securities before delivery. In certain markets there
    have been times when settlements have been unable to keep pace with the
    volume of securities transactions, making it difficult to conduct such
    transactions.  The inability of the Fund to make intended security
    purchases due to settlement problems could cause the Fund to miss
    attractive investment opportunities.  Inability to dispose of a portfolio
    security due to settlement problems could result either in losses to the
    Fund due to subsequent declines in value of the portfolio security or, if
    the Fund has entered into a contract to sell the security, could result in
    possible liability to the purchaser.
    CURRENCY RISKS.  Because the majority of 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 Fund assets




    denominated in the currency will increase; correspondingly, if the value of
    a foreign currency declines against the U.S. dollar the value of Fund
    assets denominated in that currency will decrease.  Under the United States
    Internal Revenue Code, as amended (the "Code"), the Fund is required to
    separately account for the foreign currency component of gains or losses,
    which will usually be viewed under the Code as items of ordinary and
    distributable income or loss, thus affecting the Fund's distributable
    income. (See "Federal Income Tax").
    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 Fund
    values its assets daily in U.S. dollars, the Fund will not convert its
    holdings of foreign currencies to U.S. dollars daily. When the Fund
    converts its holdings to another currency, it may incur conversion costs.
    Foreign exchange dealers may realize a profit on the difference between the
    price at which they buy and sell currencies.
    FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
    companies include:
      less publicly available information about foreign issuers;
      credit risks associated with certain foreign governments;




      the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
      less readily available market quotations on foreign issues;
      differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
      differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
      the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
      the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
      foreign brokerage commissions may be higher;
      unreliable mail service between countries;
      political or financial changes which adversely affect investments in some
      countries;
      increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
      certain markets may require payment for securities before delivery;
      religious and ethnic instability; and




      certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
    U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
    discouraged or restricted certain investments abroad by investors such as
    the Fund.  Investors are advised that when such policies are instituted,
    the Fund will abide by them.
                     RISK CONSIDERATIONS OF EUROPEAN COMPANIES
    Greater Europe includes both the industrialized nations of Western Europe
    and the less wealthy or developed countries in Southern and Eastern Europe.
    Within this diverse area, the Fund seeks to benefit from accelerating
    economic growth transformation and deregulation taking hold. These
    developments involve, among other things, increased privatizations and
    corporate restructurings, the reopening of equity markets and economies in
    Eastern Europe, further broadening of the European Community, and the
    implementation of economic policies to promote non-inflationary growth. The
    Fund invests in companies it believes are well placed to benefit from these
    and other structural and cyclical changes now underway in this region of
    the world. The Fund will invest, under normal market conditions, at least
    65% of its assets in the equity securities of European companies.
    The securities markets of many European countries are relatively small,
    with the majority of market capitalization and trading volume concentrated




    in a limited number of companies representing a small number of industries.
    Consequently, the Fund's investment portfolio may experience greater price
    volatility and significantly lower liquidity than a portfolio invested in
    equity securities of U.S. companies. These markets may be subject to
    greater influence by adverse events generally affecting the market, and by
    large investors trading significant blocks of securities, than is usual in
    the U.S.  Securities settlements may in some instances be subject to delays
    and related administrative uncertainties.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES
    The debt securities in which the Fund invests are usually not in the three
    highest rating categories of a nationally recognized statistical rating
    organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for
    Moody's), but are in the lower rating categories or are unrated, but are of
    comparable quality and have speculative characteristics or are speculative.
    Lower-rated bonds or unrated bonds are commonly referred to as "junk
    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 debt securities rated in the lowest rating category.
    A description of the rating categories is contained in the Appendix to the
    Combined Statement of Additional Information.
    Debt obligations that are not determined to be investment grade are high-
    yield, high-risk bonds, typically subject to greater market fluctuations




    and greater risk of loss of income and principal due to an issuer's
    default.  To a greater extent than investment grade bonds, lower-rated
    bonds tend to reflect short-term corporate, economic, and market
    developments, as well as investor perceptions of the issuer's credit
    quality.  In addition, lower-rated bonds  may be more difficult to dispose
    of or to value than higher-rated, lower-yielding bonds.
    The Fund's investment adviser attempts to reduce the risks described above
    through diversification of the portfolio and by credit analysis of each
    issuer as well as by monitoring broad economic trends and corporate and
    legislative developments.
    INVESTMENT LIMITATIONS
    The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set
        date) or pledge securities except,  under certain circumstances, the
        Fund may borrow up to one-third of the value  of its total assets and
        pledge its assets to secure such borrowings; or
      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase




        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
    The above investment limitations cannot be changed without shareholder
    approval.
                                  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 Class A Shares in the market
    value of all securities and other assets of the Fund, subtracting the
    interest of Class A Shares in the liabilities of the Fund and those
    attributable to Class A Shares, and dividing the remainder by the total
    number of Class A Shares outstanding. The net asset value for Class A
    Shares may differ from that of Class B Shares and Class C Shares due to the
    variance in daily net income realized by each class. Such variance will
    reflect only accrued net income to which the shareholders of a particular
    class are entitled.
    The net asset value is determined as of the close of trading (normally 4:00
    p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
    except on: (i) days on which there are not sufficient changes in the value
    of the Fund's portfolio securities that its net asset value might be
    materially affected; (ii) days during which no Shares are tendered for
    redemption and no orders to purchase Shares are received; or (iii) the




    following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
    Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
                               HOW TO PURCHASE SHARES
    Shares of the Fund are sold on days on which the New York Stock Exchange is
    open. Shares of the Fund may be purchased as described below, either
    through a financial institution (such as a bank or broker/dealer which has
    a sales agreement with the distributor) or by wire or by check directly to
    the Fund, with a minimum initial investment of $500. Additional investments
    can be made for as little as $100. The minimum initial and subsequent
    investment for retirement plans is only $50. (Financial institutions may
    impose different minimum investment requirements on their customers.)
    In connection with any sale, Federated Securities Corp. may from time to
    time offer certain items of nominal value to any shareholder or investor.
    The Fund reserves the right to reject any purchase request. An account must
    be established at a financial institution or by completing, signing, and
    returning the new account form available from the Fund before Shares can be
    purchased.


    WHAT SHARES COST
    Shares are sold at their net asset value next determined after an order is
    received, plus a sales load as follows:




                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION          PRICE       INVESTED     OFFERING PRICE
    Less than $50,000       5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%
       4.00%
    $100,000 but less than $250,000      3.75%          3.90%
       3.25%
    $250,000 but less than $500,000      2.50%          2.56%
       2.25%
    $500,000 but less than $1 million    2.00%          2.04%
       1.80%
    $1 million or greater   0.00%        0.00%          0.25%*
    * See sub-section entitled "Dealer Concession."
    No sales load is imposed for Shares purchased through bank trust
    departments, investment advisers registered under the Investment Advisers
    Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or to shareholders designated as
    Liberty Life Members. However, investors who purchase Shares through a




    trust department, investment adviser, or retirement plan may be charged an
    additional service fee by the institution. Additionally, no sales load is
    imposed for Shares purchased through "wrap accounts" or similar programs,
    under which clients pay a fee or fees for services.
                                 DEALER CONCESSION
    For sales of Shares, a dealer will normally receive up to 90% of the
    applicable sales load. Any portion of the sales load which is not paid to a
    dealer will be retained by the distributor. However, the distributor may
    offer to pay dealers up to 100% of the sales load retained by it. Such
    payments may take the form of cash or promotional incentives, such as
    reimbursement of certain expenses of qualified employees and their spouses
    to attend informational meetings about the Fund or other special events at
    recreational-type facilities, or items of material value. In some
    instances, these incentives will be made available only to dealers whose
    employees have sold or may sell a significant amount of Shares. On
    purchases of $1 million or more, the investor pays no sales load; however,
    the distributor will make twelve monthly payments to the dealer totaling
    0.25% of the public offering price over the first year following the
    purchase. Such payments are based on the original purchase price of Shares
    outstanding at each month end.
    The sales load for Shares sold other than through registered broker/dealers
    will be retained by Federated Securities Corp. Federated Securities Corp.




    may pay fees to banks out of the sales load in exchange for sales and/or
    administrative services performed on behalf of the bank's customers in
    connection with the initiation of customer accounts and purchases of
    Shares.


                       REDUCING OR ELIMINATING THE SALES LOAD
    The sales load can be reduced or eliminated on the purchase of Shares
    through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;
      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
                    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
    As shown in the table above, larger purchases reduce the sales load paid.
    The Fund will combine purchases of Shares made on the same day by the
    investor, the investor's spouse, and the investor's children under age 21
    when it calculates the sales load. In addition, the sales load, if
    applicable, is reduced for purchases made at one time by a trustee or
    fiduciary for a single trust estate or a single fiduciary account.




    If an additional purchase of Shares is made, the Fund will consider the
    previous purchases still invested in the Fund. For example, if a
    shareholder already owns Shares having a current value at the public
    offering price of $30,000 and he purchases $20,000 more at the current
    public offering price, the sales load on the additional purchase according
    to the schedule now in effect would be 4.50%, not 5.50%.
    To receive the sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the purchase is made that Shares are already owned or that
    purchases are being combined. The Fund will reduce the sales load after it
    confirms the purchases.
                                CONCURRENT PURCHASES
    For purposes of qualifying for a sales load reduction, a shareholder has
    the privilege of combining concurrent purchases of two or more funds in the
    Liberty Family of Funds, the purchase price of which includes a sales load.
    For example, if a shareholder concurrently invested $30,000 in one of the
    other funds in the Liberty Family of Funds with a sales load, and $20,000
    in this Fund, the sales load would be reduced.
    To receive this sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the concurrent purchases are made. The Fund will reduce the sales
    load after it confirms the purchases.




                                  LETTER OF INTENT
    If a shareholder intends to purchase at least $50,000 of shares of the
    funds in the Liberty Family of Funds (excluding money market funds) over
    the next 13 months, the sales load may be reduced by signing a letter of
    intent to that effect. This letter of intent includes a provision for a
    sales load adjustment depending on the amount actually purchased within the
    13-month period and a provision for the custodian to hold up to 5.50% of
    the total amount intended to be purchased in escrow (in Shares) until such
    purchase is completed.
     The Shares held in escrow in the shareholder's account will be released
    upon fulfillment of the letter of intent or the end of the 13-month period,
    whichever comes first. If the amount specified in the letter of intent is
    not purchased, an appropriate number of escrowed Shares may be redeemed in
    order to realize the difference in the sales load.
    While this letter of intent will not obligate the shareholder to purchase
    Shares, each purchase during the period will be at the sales load
    applicable to the total amount intended to be purchased. At the time a
    letter of intent is established, current balances in accounts in any Shares
    of any fund in the Liberty Family of Funds, excluding money market
    accounts, will be aggregated to provide a purchase credit towards
    fulfillment of the letter of intent. Prior trade prices will not be
    adjusted.




                               REINVESTMENT PRIVILEGE
    If Shares in the Fund have been redeemed, the shareholder has the
    privilege, within 120 days, to reinvest the redemption proceeds at the
    next-determined net asset value without any sales load. Federated
    Securities Corp. must be notified by the shareholder in writing or by his
    financial institution of the reinvestment in order to eliminate a sales
    load. If the shareholder redeems his Shares in the Fund, there may be tax
    consequences.
        PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
                                     COMPANIES
    Investors may purchase Shares at net asset value, without a sales load,
    with the proceeds from the redemption of shares of an unaffiliated
    investment company that were purchased or sold with a sales load or
    commission and were not distributed by Federated Securities Corp. The
    purchase must be made within 60 days of the redemption, and Federated
    Securities Corp. must be notified by the investor in writing, or by his
    financial institution, at the time the purchase is made. From time to time,
    the Fund may offer dealers a payment of .50 of 1.00% for Shares purchased
    under this program. If Shares are purchased in this manner, Fund purchases
    will be subject to a contingent deferred sales charge for one year from the
    date of purchase. Shareholders will be notified prior to the implementation
    of any special offering as described above.




                 PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
    An investor may call his financial institution (such as a bank or an
    investment dealer) to place an order to purchase Shares. Orders placed
    through a financial institution are considered received when the Fund is
    notified of the purchase order or when payment is converted into federal
    funds. Purchase orders through a registered broker/dealer must be received
    by the broker before 4:00 p.m. (Eastern time) and must be transmitted by
    the broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. Purchase orders through other
    financial institutions must be received by the financial institution and
    transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. It is the financial institution's
    responsibility to transmit orders promptly. Financial institutions may
    charge additional fees for their services.
                             PURCHASING SHARES BY WIRE
    Once an account has been established, Shares may be purchased by wire by
    calling the Fund. All information needed will be taken over the telephone,
    and the order is considered received immediately. Payment for purchases
    which are subject to a sales load must be received within three business
    days following the order. Payment for purchases on which no sales load is
    imposed must be received before 3:00 p.m. (Eastern time) on the next
    business day following the order. Federal funds should be wired as follows:




    State Street Bank and Trust Company, Boston, Massachusetts; Attn: EDGEWIRE;
    For Credit to: (Fund Name) (Fund Class); (Fund Number); Account Number;
    Trade Date and Order Number; Group Number or Dealer Number; Nominee or
    Institution Name; and ABA Number 011000028. Shares cannot be purchased by
    wire on holidays when wire transfers are restricted.
                             PURCHASING SHARES BY CHECK
    Once an account has been established, Shares may be purchased by sending a
    check made payable to the name of the Fund (designate class of Shares and
    account number) to: Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600. Orders by mail are considered received when
    payment by check is converted into federal funds (normally the business day
    after the check is received).
    SPECIAL PURCHASE FEATURES
                           SYSTEMATIC INVESTMENT PROGRAM
    Once a Fund account has been opened, shareholders may add to their
    investment on a regular basis in a minimum amount of $100. Under this
    program, funds may be automatically withdrawn periodically from the
    shareholder's checking account at an Automated Clearing House ("ACH")
    member and invested in the Fund at the net asset value next determined
    after an order is received by the Fund, plus the sales load, if applicable.
    Shareholders should contact their financial institution or the Fund to
    participate in this program.




                                  RETIREMENT PLANS
    Fund Shares can be purchased as an investment for retirement plans or IRA
    accounts. For further details, contact the Fund and consult a tax adviser.
                                 EXCHANGE PRIVILEGE
    Class A shareholders may exchange all or some of their Shares for Class A
    Shares of other funds in the Liberty Family of Funds at net asset value.
    Shareholders of Class A Shares may also exchange into certain other funds
    for which affiliates of Federated Investors serve as investment adviser or
    principal underwriter ("Federated Funds") which are sold with a sales load
    different from that of the Fund's or with no sales load, and which are
    advised by subsidiaries or affiliates of Federated Investors. These
    exchanges are made at net asset value plus the difference between the
    Fund's sales load already paid and any sales load of the Federated Fund
    into which the Shares are to be exchanged, if higher. Neither the Fund nor
    any of the funds in the Liberty Family of Funds imposes any additional fees
    on exchanges. Shareholders in certain other Federated Funds may exchange
    their shares in the Federated Funds for Class A Shares.
                             REQUIREMENTS FOR EXCHANGE
    Shareholders using this privilege must exchange Shares having a net asset
    value equal to the minimum investment requirements of the fund into which
    the exchange is being made. Before the exchange, the shareholder must
    receive a prospectus of the fund for which the exchange is being made.




    This privilege is available to shareholders resident in any state in which
    the shares being acquired may be sold. Upon receipt of proper instructions
    and required supporting documents, Shares submitted for exchange are
    redeemed and proceeds invested in the same class of shares of the other
    fund. The exchange privilege may be modified or terminated at any time.
    Shareholders will be notified of the modification or termination of the
    exchange privilege.
    Further information on the exchange privilege and prospectuses for the
    Liberty Family of Funds are available by contacting the Fund.
                                  TAX CONSEQUENCES
    An exercise of the exchange privilege is treated as a sale for federal
    income tax purposes. Depending upon the circumstances, a capital gain or
    loss may be realized.
                                 MAKING AN EXCHANGE
    Instructions for exchanges for the Liberty Family of Funds or certain
    Federated Funds may be given in writing or by telephone. Written
    instructions may require a signature guarantee. Shareholders of the Fund
    may have difficulty in making exchanges by telephone through brokers and
    other financial institutions during times of drastic economic or market
    changes. If a shareholder cannot contact his broker or financial
    institution by telephone, it is recommended that an exchange request be




    made in writing and sent by overnight mail to Federated Services Company,
    500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.
                               TELEPHONE INSTRUCTIONS
    Telephone instructions made by the investor may be carried out only if a
    telephone authorization form completed by the investor is on file with the
    Fund. If the instructions are given by a broker, a telephone authorization
    form completed by the broker must be on file with the Fund. If reasonable
    procedures are not followed by the Fund, it may be liable for losses due to
    unauthorized or fraudulent telephone instructions. Shares may be exchanged
    between two funds by telephone only if the two funds have identical
    shareholder registrations.
    Any Shares held in certificate form cannot be exchanged by telephone but
    must be forwarded to Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600 and deposited to the shareholder's account before
    being exchanged. Telephone exchange instructions are recorded and will be
    binding upon the shareholder. Such instructions will be processed as of
    4:00 p.m. (Eastern time) and must be received by the Fund before that time
    for Shares to be exchanged the same day. Shareholders exchanging into a
    fund will begin receiving dividends the following business day. This
    privilege may be modified or terminated at any time.
                               HOW  TO REDEEM SHARES




    Shares are redeemed at their net asset value, less any applicable
    contingent deferred sales charge, next determined after the Fund receives
    the redemption request. Redemptions will be made on days on which the Fund
    computes its net asset value. Redemption requests must be received in
    proper form and can be made as described below.
                  REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
    Shares of the Fund may be redeemed by calling your financial institution to
    request the redemption. Shares will be redeemed at the net asset value,
    less any applicable contingent deferred sales charge next determined after
    the Fund receives the redemption request from the financial institution.
    Redemption requests through a registered broker/dealer must be received by
    the broker before 4:00 p.m. (Eastern time) and must be transmitted by the
    broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares to
    be redeemed at that day's net asset value. Redemption requests through
    other financial institutions (such as banks) must be received by the
    financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
    time) in order for Shares to be redeemed at that day's net asset value. The
    financial institution is responsible for promptly submitting redemption
    requests and providing proper written redemption instructions. Customary
    fees and commissions may be charged by the financial institution for this
    service.
                           REDEEMING SHARES BY TELEPHONE




    Shares may be redeemed in any amount by calling the Fund provided the Fund
    has a properly completed authorization form. These forms can be obtained
    from Federated Securities Corp. Proceeds will be mailed in the form of a
    check, to the shareholder's address of record or by wire transfer to the
    shareholder's account at a domestic commercial bank that is a member of the
    Federal Reserve System. The minimum amount for a wire transfer is $1,000.
    Proceeds from redeemed Shares purchased by check or through ACH will not be
    wired until that method of payment has cleared.
    Telephone instructions will be recorded. If reasonable procedures are not
    followed by the Fund, it may be liable for losses due to unauthorized or
    fraudulent telephone instructions. In the event of drastic economic or
    market changes, a shareholder may experience difficulty in redeeming by
    telephone. If this occurs, "Redeeming Shares By Mail" should be considered.
    If at any time the Fund shall determine it necessary to terminate or modify
    the telephone redemption privilege, shareholders would be promptly
    notified.
                              REDEEMING SHARES BY MAIL
    Shares may be redeemed in any amount by mailing a written request to:
    Federated Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston,
    Massachusetts 02266-8600.
    The written request should state: Fund Name and the Class designation; the
    account name as registered with the Fund; the account number; and the




    number of Shares to be redeemed or the dollar amount requested. All owners
    of the account must sign the request exactly as the Shares are registered.
    It is recommended that any share certificates be sent by insured mail with
    the written request.
    Shareholders requesting a redemption of any amount to be sent to an address
    other than that on record with the Fund, or a redemption payable other than
    to the shareholder of record must have their signatures guaranteed by a
    bank which is a member of the Federal Deposit Insurance Corporation, a
    trust company, a member firm of a domestic stock exchange, or any other
    "eligible guarantor institution," as defined by the Securities and Exchange
    Act of 1934, as amended. 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.
    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.






    SPECIAL REDEMPTION FEATURES
                           SYSTEMATIC WITHDRAWAL PROGRAM
    Shareholders who desire to receive payments of a predetermined amount not
    less than $100 may take advantage of the Systematic Withdrawal Program.
    Under this program, Shares are redeemed to provide for periodic withdrawal
    payments in an amount directed by the shareholder.
    Depending upon the amount of the withdrawal payments, the amount of
    dividends paid and capital gains distributions with respect to Shares, and
    the fluctuation of the net asset value of Shares redeemed under this
    program, redemptions may reduce, and eventually deplete, the shareholder's
    investment in the Fund. For this reason, payments under this program should
    not be considered as yield or income on the shareholder's investment in the
    Fund. To be eligible to participate in this program, a shareholder must
    have an account value of at least $10,000. A shareholder may apply for
    participation in this program through his financial institution. Due to the
    fact that Shares are sold with a sales load, it is not advisable for
    shareholders to continue to purchase Shares while participating in this
    program.




    CONTINGENT DEFERRED SALES CHARGE
    Class A Shares purchased under a periodic special offering with the
    proceeds of a redemption of shares of an unaffiliated investment company
    purchased or redeemed with a sales load and not distributed by Federated
    Securities Corp. may be charged a contingent deferred sales charge of .50
    of 1.00% for redemptions made within one full year of purchase. Any
    applicable contingent deferred sales charge will be imposed on the lesser
    of the net asset value of the redeemed Shares at the time of purchase or
    the net asset value of the redeemed Shares at the time of redemption.
    The contingent deferred sales charge will be deducted from the redemption
    proceeds otherwise payable to the shareholder and will be retained by the
    distributor. The contingent deferred sales charge will not be imposed with
    respect to: (1) Shares acquired through the reinvestment of dividends or
    distributions of long-term capital gains; and (2) Shares held for more than
    one full year from the date of purchase. Redemptions will be processed in a
    manner intended to maximize the amount of redemption which will not be
    subject to a contingent deferred sales charge. In computing the amount of
    the applicable contingent deferred sales charge, redemptions are deemed to
    have occurred in the following order: (1) Shares acquired through the
    reinvestment of dividends and long-term capital gains; (2) Shares held for
    more than one full year from the date of purchase; (3) Shares held for less
    than one full year from the date of purchase on a first-in, first-out




    basis. A contingent deferred sales charge is not assessed in connection
    with an exchange of Fund Shares for shares of other funds in the Liberty
    Family of Funds in the same class (see "Exchange Privilege"). Any
    contingent deferred sales charge imposed at the time the exchanged-for
    Shares are redeemed is calculated as if the shareholder had held the shares
    from the date on which he became a shareholder of the exchanged-from
    Shares. Moreover, the contingent deferred sales charge will be eliminated
    with respect to certain redemptions (see "Elimination of Contingent
    Deferred Sales Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
    The contingent deferred sales charge will be eliminated with respect to the
    following redemptions: (1) redemptions following the death or disability,
    as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as
    amended, of a shareholder; (2) redemptions representing minimum required
    distributions from an Individual Retirement Account or other retirement
    plan to a shareholder who has attained the age of 70-1/2; and (3)
    involuntary redemptions by the Fund of Shares in shareholder accounts that
    do not comply with the minimum balance requirements. No contingent deferred
    sales charge will be imposed on redemptions of Shares held by Directors,
    employees and sales representatives of the Fund, the distributor, or
    affiliates of the Fund or distributor; employees of any financial
    institution that sells Shares of the Fund pursuant to a sales agreement




    with the distributor; and spouses and children under the age of 21 of the
    aforementioned persons. Finally, no contingent deferred sales charge will
    be imposed on the redemption of Shares originally purchased through a bank
    trust department, an investment adviser registered under the Investment
    Advisers Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or any other financial institution, to
    the extent that no payments were advanced for purchases made through such
    entities. The Directors reserve the right to discontinue elimination of the
    contingent deferred sales charge. Shareholders will be notified of such
    elimination. Any Shares purchased prior to the termination of such waiver
    would have the contingent deferred sales charge eliminated as provided in
    the Fund's prospectus at the time of the purchase of the Shares. If a
    shareholder making a redemption qualifies for an elimination of the
    contingent deferred sales charge, the shareholder must notify Federated
    Securities Corp. or the transfer agent in writing that he is entitled to
    such elimination.
                           ACCOUNT AND SHARE INFORMATION
                           CERTIFICATES AND CONFIRMATIONS
    As transfer agent for the Fund, Federated Services Company maintains a
    Share account for each shareholder. Share certificates are not issued
    unless requested in writing to Federated Services Company.




    Detailed confirmations of each purchase and redemption are sent to each
    shareholder. Monthly confirmations are sent to report dividends paid during
    that month.
                                     DIVIDENDS
    Dividends are declared and paid annually to all shareholders invested in
    the Fund on the record date. Dividends and distributions are automatically
    reinvested in additional Shares of the Fund on payment dates at the ex-
    dividend date net asset value without a sales load, unless shareholders
    request cash payments on the new account form or by contacting the transfer
    agent. All shareholders on the record date are entitled to the dividend. If
    Shares are redeemed or exchanged prior to the record date or purchased
    after the record date, those Shares are not entitled to that year's
    dividend.
                                   CAPITAL GAINS
    Net long-term capital gains realized by the Fund, if any, will be
    distributed at least once every twelve months.
                             ACCOUNTS WITH LOW BALANCES
    Due to the high cost of maintaining accounts with low balances, the Fund
    may redeem Shares in any account, except retirement plans, and pay the
    proceeds to the shareholder if the account balance falls below the required
    minimum value of $500. This requirement does not apply, however, if the
    balance falls below the required minimum value because of changes in the




    net asset value of Shares. 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.
                              CORPORATION INFORMATION
    MANAGEMENT OF THE CORPORATION
                                 BOARD OF DIRECTORS
    The Corporation is managed by a Board of Directors. The Directors are
    responsible for managing the Corporation's business affairs and for
    exercising all the Corporation's powers except those reserved for the
    shareholders. An Executive Committee of the Board of Directors handles the
    Board's responsibilities between meetings of the Board.
                                 INVESTMENT ADVISER
    Investment decisions for the Fund are made by the Fund's investment
    adviser, Federated Global Research Corp. (the "Adviser"), subject to
    direction by the Directors. The Adviser continually conducts investment
    research and supervision for the Fund and is responsible for the purchase
    or sale of portfolio instruments, for which it receives an annual fee from
    the Fund. The Adviser's address is 175 Water Street, New York, New York
    10038-4965.
                                   ADVISORY FEES
    The Adviser receives an annual investment advisory fee equal to 1.00% 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 investment advisory contract, which provides for the voluntary
    waiver of the advisory fee 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 can terminate this voluntary waiver
    at any time in its sole discretion. The Adviser has also undertaken to
    reimburse the Fund for operating expenses in excess of limitations
    established by certain states.
                                ADVISER'S BACKGROUND
    Federated Global Research Corp., incorporated in Delaware on May 12, 1995,
    is a registered investment adviser under the Investment Advisers Act of
    1940, as amended. 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 Global Research Corp.  and other subsidiaries of Federated
    Investors serve as investment advisers to a number of investment companies
    and private accounts. Certain other subsidiaries also provide
    administrative services to a number of investment companies. With over $72




    billion invested across more than 260 funds under management and/or
    administration by its subsidiaries, as of December 31, 1994, Federated
    Investors is one of the largest mutual fund investment managers in the
    United States. With more than 1,750 employees, Federated continues to be
    led by the management who founded the company in 1955. Federated funds are
    presently at work in and through 4,000 financial institutions nationwide.
    More than 100,000 investment professionals have selected Federated funds
    for their clients.
    Drew J. Collins has been the Fund's portfolio manager since its inception.
    Mr. Collins joined Federated Investors in 1995 as a Senior Vice President
    of the Fund's investment adviser.  Mr. Collins served as Vice
    President/Portfolio Manager of international equity portfolios at Arnold
    and S. Bleichroeder, Inc. from 1994 to 1995.  He served as an Assistant
    Vice President/Portfolio Manager for international equities at the College
    Retirement Equities Fund from 1986 to 1994.  Mr. Collins is a Chartered
    Financial Analyst and received his M.B.A. in finance from the University of
    Pennsylvania.
    Henry A. Frantzen has been the Fund's portfolio manager since its
    inception.  Mr. Frantzen joined Federated Investors in 1995 as an Executive
    Vice President of the Fund's investment adviser.  Mr. Frantzen served as
    Chief Investment Officer of international equities at Brown Brothers
    Harriman & Co. from 1992 to 1995.  He was the Executive Vice President and




    Director of Equities at Oppenheimer Management Corporation from 1989 to
    1991.  Mr. Frantzen received his B.S. in finance and marketing from the
    University of North Dakota.
    Frank Semack has been the Fund's portfolio manager since its inception. Mr.
    Semack joined Federated Investors in 1995 as a  Vice President of the
    Fund's investment adviser.  Mr. Semack served as an Investment Analyst at
    Omega Advisers, Inc. from 1993 to 1994.  He served as an Associate
    Director/Portfolio Manager of Wardley Investment Services, Ltd. from 1980
    to 1993.  Mr. Semack received his M.Sc. in economics from the London School
    of Economics.
    Both the Corporation and the Adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a
    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interest. Among other things, the
    codes: require preclearance and periodic reporting of personal securities
    transactions; prohibit personal transactions in securities being purchased
    or sold, or being considered for purchase or sale, by the Fund; prohibit
    purchasing securities in initial public offerings; and prohibit taking
    profits on securities held for less than sixty days. Violations of the
    codes are subject to review by the Board of Directors, and could result in
    severe penalties.




    DISTRIBUTION OF CLASS A SHARES
    Federated Securities Corp. is the principal distributor for Shares of the
    Fund. Federated Securities Corp. is located at Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. It is a Pennsylvania corporation
    organized on November 14, 1969, and is the principal distributor for a
    number of investment companies. Federated Securities Corp. is a subsidiary
    of Federated Investors.
                     DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
    Under a distribution plan adopted in accordance with Investment Company Act
    Rule 12b-1 (the "Distribution Plan"), the distributor may be paid a fee in
    an amount computed at an annual rate of up to .25 of l% of the average
    daily net assets of Shares to finance any activity which is principally
    intended to result in the sale of Shares subject to the Distribution Plan.
    The Fund does not currently make payments to the distributor or charge a
    fee under the Distribution Plan for Shares, and shareholders will be
    notified if the Fund intends to charge a fee under the Distribution Plan.
    For Shares, the distributor may select financial institutions such as
    banks, fiduciaries, custodians for public funds, investment advisers, and
    broker/dealers to provide sales services or distribution-related support
    services as agents for their clients or customers.
    The Distribution Plan is a compensation type plan. As such, the Fund makes
    no payments to the distributor except as described above. Therefore, the




    Fund does not pay for unreimbursed expenses of the distributor, including
    amounts expended by the distributor in excess of amounts received by it
    from the Fund, interest, carrying or other financing charges in connection
    with excess amounts expended, or the distributor's overhead expenses.
    However, the distributor may be able to recover such amounts or may earn a
    profit from future payments made by Shares under the Plan.
    In addition, the Fund has entered into a Shareholder Services Agreement
    with Federated Shareholder Services, a subsidiary of Federated Investors,
    under which the Fund may make payments up to 0.25 of 1% of the average
    daily net asset value of Shares to obtain certain personal services for
    shareholders and for the maintenance of shareholder accounts ("Shareholder
    Services"). Under the Shareholder Services Agreement, Federated Shareholder
    Services will either perform Shareholder Services directly or will select
    financial institutions to perform Shareholder Services. Financial
    institutions will receive fees based upon Shares owned by their clients or
    customers. The schedules of such fees and the basis upon which such fees
    will be paid will be determined from time to time by the Fund and Federated
    Shareholder Services.
    In addition to payments made pursuant to the Distribution Plan and
    Shareholder Services Agreement, Federated Securities Corp. and Federated
    Shareholder Services, from their own assets, may pay financial institutions




    supplemental fees for the performance of sales services, distribution-
    related support services, or shareholder services.
    The Glass-Steagall Act prohibits a depository institution (such as a
    commercial bank or savings 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 capacities
    described above or should Congress relax current restrictions on depository
    institutions, the Directors will consider appropriate changes in the
    services.
    State securities laws governing the ability of depository institutions to
    act as underwriters or distributors of securities may differ from
    interpretations given to the Glass-Steagall Act and, therefore, banks and
    financial institutions may be required to register as dealers pursuant to
    state laws.
                      OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
    Federated Securities Corp. will pay financial institutions, at the time of
    purchase, an amount equal to .50 of 1% of the net asset value of Shares
    purchased by their clients or customers under certain qualified retirement
    plans as approved by Federated Securities Corp. (Such payments are subject
    to a reclaim from the financial institution should the assets leave the
    program within 12 months after purchase.)




    Furthermore, the distributor may offer to pay a fee from its own assets to
    financial institutions as financial assistance for providing substantial
    marketing and sales support. The support may include sponsoring sales,
    educational and training seminars for their employees, providing sales
    literature, and engineering computer software programs that emphasize the
    attributes of the Fund. Such assistance will be predicated upon the amount
    of Shares the financial institution sells or may sell, and/or upon the type
    and nature of sales or marketing support furnished by the financial
    institution. Any payments made by the distributor may be reimbursed by the
    Fund's Adviser or its affiliates.
    ADMINISTRATION OF THE FUND
                              ADMINISTRATIVE SERVICES
    Federated Administrative Services, a subsidiary of Federated Investors,
    provides administrative personnel and services (including certain legal and
    financial reporting services) necessary to operate the Fund. Federated
    Administrative Services provides these at an annual rate which relates to
    the average aggregate daily net assets of all Federated Funds as specified
    below:
               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10% of 1%               on the next $250 million
               .075 of 1%               on assets in excess of $750 million
    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, P.O. Box 8600, Boston, Massachusetts
    02266-8600, is custodian for the securities and cash of the Fund. Foreign
    instruments purchased by the Fund are held by foreign banks participating
    in a network coordinated by State Street Bank.
                    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
    Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-
    8600, is transfer agent for the Shares of the Fund, and dividend disbursing
    agent for the Fund.
                                INDEPENDENT AUDITORS
    The independent auditors for the Fund are Ernst & Young LLP, One Oxford
    Centre, Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES
    Holders of Shares pay their allocable portion of Corporation and portfolio
    expenses.




    The Corporation expenses for which holders of Class A Shares pay their
    allocable portion include, but are not limited to: the cost of organizing
    the Corporation and continuing its existence; registering the Corporation
    with federal and state securities authorities; Directors' fees; auditors'
    fees; the cost of meetings of Directors; legal fees of the Corporation;
    association membership dues; and such non-recurring and extraordinary items
    as may arise from time to time.
    The portfolio expenses for which holders of Class A Shares pay their
    allocable portion include, but are not limited to: registering the
    portfolio and Class A Shares of the portfolio; investment advisory
    services; taxes and commissions; custodian fees; insurance premiums;
    auditors' fees; and such non-recurring and extraordinary items as may arise
    from time to time.
    At present, the only expenses which are allocated specifically to Class A
    Shares as a class are expenses under the Corporation's Distribution Plan
    and fees for Shareholder Services. However, the Directors reserve the right
    to allocate certain other expenses to holders of Class A Shares as they
    deem appropriate ("Class Expenses"). In any case, Class Expenses would be
    limited to: distribution fees; transfer agent fees as identified by the
    transfer agent as attributable to holders of Class A Shares; printing and
    postage expenses related to preparing and distributing materials such as
    shareholder reports, prospectuses and proxies to current shareholders;




    registration fees paid to the Securities and Exchange Commission and to
    state securities commissions; expenses related to administrative personnel
    and services as required to support holders of Class A Shares; legal fees
    relating solely to Class A Shares; and Directors' fees incurred as a result
    of issues related solely to Class A Shares.
    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 Directors.
                              SHAREHOLDER INFORMATION
    VOTING RIGHTS
    Each share of the Fund gives the shareholder one vote in Director elections
    and other matters submitted to shareholders for vote. All Shares of each
    Fund or class in the Corporation have equal voting rights, except that in




    matters affecting only a particular Fund or class, only Shares of that Fund
    or class are entitled to vote.
    As a Maryland business corporation, the Corporation is not required to hold
    annual shareholder meetings. Shareholder approval will be sought only for
    certain changes in the Corporation's or the Fund's operation and for the
    election of Directors under certain circumstances.
    Directors may be removed by the Directors or by shareholders at a special
    meeting. A special meeting of shareholders shall be called by the Directors
    upon the written request of shareholders owning at least 10% of the
    Corporation's outstanding shares of all series entitled to vote.
                                  TAX INFORMATION
    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Code applicable to regulated investment companies and
    to receive the special tax treatment afforded to such companies. However,
    the Fund 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 Fund upon disposition of PFIC
    investments.
    The Fund will be treated as a single, separate entity for federal income
    tax purposes so that income (including capital gains) and losses realized
    by the Corporation's other portfolios will not be combined for tax purposes
    with those realized by the Fund.
    Investment income received by the Fund from sources within foreign
    countries may be subject to foreign taxes withheld at the source. The
    United States has entered into tax treaties with many foreign countries
    that entitle the Fund to reduced tax rates or exemptions on this income.
    The effective rate of foreign tax cannot be predicted since the amount of
    Fund assets to be invested within various countries is unknown. However,
    the Fund intends to operate so as to qualify for treaty-reduced tax rates
    where applicable.
    Unless otherwise exempt, shareholders are required to pay federal income
    tax on any dividends and other distributions, including capital gains
    distributions, received. This applies whether dividends and distributions
    are received in cash or as additional Shares. Distributions representing
    long-term capital gains, if any, will be taxable to shareholders as long-
    term capital gains no matter how long the shareholders have held the
    Shares. No federal income tax is due on any dividends earned in an IRA or
    qualified retirement plan until distributed.
    Due to differences in the book and tax treatment of fixed income securities
    denominated in foreign currencies, it is difficult to project currency
    effects on an interim basis. Therefore, to the extent that currency
    fluctuations cannot be anticipated, a portion of distributions to




    shareholders could later be designated as a return of capital, rather than
    income, for income tax purposes, which may be of particular concern to
    simple trusts.
    If more than 50% of the value of the Fund's assets at the end of the tax
    year is represented by stock or securities of foreign corporations, the
    Fund intends to qualify for certain Code stipulations that would allow
    shareholders to claim a foreign tax credit or deduction on their U.S.
    income tax returns. The Code may limit a shareholder's ability to claim a
    foreign tax credit. Furthermore, shareholders who elect to deduct their
    portion of the Fund's foreign taxes rather than take the foreign tax credit
    must itemize deductions on their income tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
    Fund shares are exempt from personal property taxes imposed by counties,
    municipalities, and school districts in Pennsylvania.
    Shareholders are urged to consult their own tax advisers regarding the
    status of their accounts under state and local tax laws.
                              PERFORMANCE INFORMATION
    From time to time, the Fund advertises its total return and yield for Class
    A Shares.
    Total return represents the change, over a specific period of time, in the
    value of an investment in Class A Shares after reinvesting all income and




    capital gains distributions. It is calculated by dividing that change by
    the initial investment and is expressed as a percentage.
    The yield of Class A Shares is calculated by dividing the net investment
    income per share (as defined by the Securities and Exchange Commission)
    earned by Class A Shares over a thirty-day period by the maximum offering
    price per share of each class on the last day of the period. This number is
    then annualized using semi-annual compounding. The yield does not
    necessarily reflect income actually earned by Class A Shares and,
    therefore, may not correlate to the dividends or other distributions paid
    to shareholders.
    The performance information reflects the effect of non-recurring charges,
    such as the maximum sales load or contingent deferred sales charges, which,
    if excluded, would increase the total return and yield.
    Total return and yield will be calculated separately for Class A Shares,
    Class B Shares, and Class C Shares.
    From time to time, advertisements for Class A Shares of the Fund may refer
    to ratings, rankings, and other information in certain financial
    publications and/or compare the performance of Class A Shares to certain
    indices.
                              OTHER CLASSES OF SHARES




    As of the date of this prospectus, the Fund also offers two other classes
    of shares called Class B Shares and Class C Shares. This prospectus relates
    only to Class A Shares.
    Class B Shares are sold primarily to customers of financial institutions,
    subject to a maximum contingent deferred sales charge of 5.50%. The Fund
    has also adopted a Distribution Plan whereby the distributor is paid a fee
    of up to .75 of 1% and a Shareholder Services fee of up to .25 of 1% of the
    Class B Shares' average daily net assets with respect to Class B Shares.
    Investments in Class B Shares are subject to a minimum initial investment
    of $1,500, unless the investment is in a retirement account, in which case
    the minimum investment is $50.
    Class C Shares are sold primarily to customers of financial institutions at
    net asset value with no initial sales load. Class C Shares are distributed
    pursuant to a Distribution Plan adopted by the Fund whereby the distributor
    is paid a fee of up to .75 of 1%, in addition to a Shareholder Services fee
    of .25 of 1% of the Class C Shares' average daily net assets. In addition,
    Class C Shares may be subject to certain contingent deferred sales charges.
    Investments in Class C Shares are subject to a minimum initial investment
    of $1,500, unless the investment is in a retirement account, in which case
    the minimum investment is $50.
    Class A Shares, Class B Shares, and Class C Shares are subject to certain
    of the same expenses. Expense differences, however, among Class A Shares,




    Class B Shares, and Class C Shares may affect the performance of each
    class.
    To obtain more information and a prospectus for either Class B Shares or
    Class C Shares, investors may call 1-800-235-4669 or contact their
    financial institution.









                               FEDERATED EUROPEAN GROWTH FUND
                               (A portfolio of World Investment Series, Inc.)
                               Class A Shares

                                      Prospectus


                                      An Open-End, Diversified Management
                                      Investment Company

                                      February 13, 1996



         FEDERATED SECURITIES CORP.


          Distributor
          G01469-01a(11/95)
          A subsidiary of FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779


                          FEDERATED EUROPEAN GROWTH FUND
                 (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION
   This  Combined Statement of Additional Information should be read with the
   combined prospectus for
   Class A Shares, Class B Shares, and Class C Shares, or the stand-alone
   prospectus for Class A Shares of Federated European Growth Fund (the
   "Fund") dated February 13, 1996. This Statement is not a prospectus itself.
   To receive a copy of either prospectus, write or call the Fund.
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

   Statement dated February 13, 1996



           A subsidiary of FEDERATED INVESTORS CORP.
    Distributor




   GENERAL INFORMATION ABOUT THE               Additional Risk Considerations
     FUND                     3                                         33
                                               Special Considerations Affecting
   INVESTMENT OBJECTIVE AND POLICIES
                                                Europe                  34
                              3
                                               Portfolio Turnover       35
     Convertible Securities   3                Investment Limitations   35
     Warrants                 4               WORLD INVESTMENT SERIES, INC.
     Sovereign Debt Obligations5               MANAGEMENT               43
     When-Issued and Delayed Delivery
                                               Fund Ownership           54
      Transactions            6
                                               Directors Compensation   54
     Lending of Portfolio Securities
                                              INVESTMENT ADVISORY SERVICES
                              6
                                                                        56
     Repurchase Agreements    7
     Reverse Repurchase Agreements             Adviser to the Fund      56
                              8                Advisory Fees            57
     Restricted and Illiquid                   Other Related Services   58
      Securities              8               ADMINISTRATIVE SERVICES   58
     Futures and Options Transactions
                                              TRANSFER AGENT AND DIVIDEND
                             10
                                               DISBURSING AGENT         59
     Risks                   19
     Foreign Currency Transactions            BROKERAGE TRANSACTIONS    59
                             27




   PURCHASING SHARES         61               TOTAL RETURN              68

     Distribution Plan and                    YIELD                     69
      Shareholder Services Agreement
                                              PERFORMANCE COMPARISONS   70
                             61
     Conversion to Federal Funds              ABOUT FEDERATED INVESTORS 73
                             62
                                               Mutual Fund Market       74
     Purchases by Sales
                                               Institutional            74
      Representatives, Directors, and
                                               Trust Organizations      75
      Employees of the Fund  63
                                               Broker/Dealers and Bank
   DETERMINING NET ASSET VALUE63
                                                Broker/Dealer Subsidiaries
     Determining Market Value of                                        75
      Securities             63               APPENDIX                  75
     Trading in Foreign Securities
                             64
   REDEEMING SHARES          65

     Redemption in Kind      66
   TAX STATUS                67

     The Fund's Tax Status   67
     Foreign Taxes           68
     Shareholders' Tax Status68




    GENERAL INFORMATION ABOUT THE FUND

    The Fund is a portfolio of World Investment Series, Inc. (the
    "Corporation"), which was established under the laws of the State of
    Maryland on January 25, 1994.
    Shares of the Fund are offered in three classes known as Class A Shares,
    Class B Shares, and Class C Shares (individually and collectively referred
    to as "Shares" as the context may require).  This Combined Statement of
    Additional Information relates to all three classes of the above-mentioned
    Shares.
    INVESTMENT OBJECTIVE AND POLICIES

    The investment objective of the Fund is to provide long-term growth of
    capital.  Any income realized from the portfolio is incidental.  The Fund
    pursues its investment objective by investing primarily in equity
    securities of European companies. The investment objective cannot be
    changed without approval of shareholders.
    CONVERTIBLE SECURITIES
    The convertible bonds and convertible preferred stocks in which the Fund
    may invest generally retain the investment characteristics of fixed income
    securities until they have been converted but also react to movements in
    the underlying equity securities.  The prices of fixed income securities
    fluctuate inversely to the direction of interest rates. The holder is




    entitled to receive the fixed income of a bond or the dividend preference
    of a preferred stock until the holder elects to exercise the conversion
    privilege.  Usable bonds are corporate bonds that can be used in whole or
    in part, customarily at full face value, in lieu of cash to purchase the
    issuer's common stock.
    Convertible securities are senior to equity securities, and therefore have
    a claim to assets of the corporation prior to the holders of common stock
    in the case of liquidation.  However, convertible securities are generally
    subordinated to similar nonconvertible securities of the same company.  The
    interest income and dividends from convertible bonds and preferred stocks
    provide a stable stream of income with generally higher yields than common
    stocks, but lower than nonconvertible securities of similar quality.  The
    Fund will exchange or convert the convertible securities held in its
    portfolio into shares of the underlying common stocks when, in the
    investment adviser's opinion, the investment characteristics of the
    underlying common shares will assist the Fund in achieving it investment
    objective.  Otherwise, the Fund will hold or trade the convertible
    securities.
    WARRANTS
    The Fund may invest in warrants.  Warrants are options to purchase common
    stock at a specific price (usually at a premium above the market value of
    the optioned common stock at issuance) valid for a specific period of time.




    Warrants may have a life ranging from less than a year to twenty years or
    may be perpetual.  However, most warrants have expiration dates after which
    they are worthless.  In addition, if the market price of the common stock
    does not exceed the warrant's exercise price during the life of the
    warrant, the warrant will expire as worthless.  Warrants have no voting
    rights, pay no dividends, and have no rights with respect to the assets of
    the corporation issuing them. The percentage increase or decrease in the
    market price of the warrant may tend to be greater than the percentage
    increase or decrease in the market price of the optioned common stock.
    SOVEREIGN DEBT OBLIGATIONS
    The Fund may purchase sovereign debt instruments issued or guaranteed by
    foreign governments or their agencies, including debt of countries with
    emerging markets or developing countries. Sovereign debt may be in the form
    of conventional securities or other types of debt instruments, such as
    loans or loan participations. Sovereign debt of emerging market or
    developing countries may involve a high degree of risk, and may be in
    default or present the risk of default. Governmental entities responsible
    for repayment of the debt may be unable or unwilling to repay principal and
    interest when due, and may require renegotiation or rescheduling of debt
    payments. In addition, prospects for repayment of principal and interest
    may depend on political as well as economic factors. The Fund may also
    invest in debt obligations of supranational entities, which include




    international organizations designed or supported by governmental entities
    to promote economic reconstruction or development, and international
    banking institutions and related government agencies. Examples of these
    include, but are not limited to, the International Bank for Reconstruction
    and Development (World Bank), European Investment Bank and Inter-American
    Development Bank.
    WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
    These transactions are made to secure what is considered to be an
    advantageous price or yield for the Fund.  No fees or other expenses, other
    than normal transaction costs, are incurred.  However, liquid assets of the
    Fund sufficient to make payment for the securities to be purchased are
    segregated on the Fund`s records at the trade date.  These assets are
    marked to market daily and are maintained until the transaction has been
    settled.  The Fund does not intend to engage in when-issued and delayed
    delivery transactions to an extent that would cause the segregation of more
    than 20% of the total value of its assets.
    LENDING OF PORTFOLIO SECURITIES
    The collateral received when the Fund lends portfolio securities must be
    valued daily and, should the market value of the loaned securities
    increase, the borrower must furnish additional collateral to the Fund.
    During the time portfolio securities are on loan, the borrower pays the
    Fund any dividends or interest paid on such securities. Loans are subject




    to termination at the option of the Fund or the borrower. The Fund may pay
    reasonable administrative and custodial fees in connection with a loan and
    may pay a negotiated portion of the interest earned on the cash or
    equivalent collateral to the borrower or placing broker. The Fund does not
    have the right to vote securities on loan, but would terminate the loan and
    regain the right to vote if that were considered important with respect to
    the investment.
    REPURCHASE AGREEMENTS
    The Fund or its custodian will take possession of the securities subject to
    repurchase agreements, and these securities will be marked to market daily.
    To the extent that the original seller does not repurchase the securities
    from the Fund, the Fund could receive less than the repurchase price on any
    sale of such securities.  In the event that such a defaulting seller filed
    for bankruptcy or became insolvent, disposition of such securities by the
    Fund might be delayed pending court action. The Fund believes that under
    the regular procedures normally in effect for custody of the Fund's
    portfolio securities subject to repurchase agreements, a court of competent
    jurisdiction would rule in favor of the Fund and allow retention or
    disposition of such securities. The Fund will only enter into repurchase
    agreements with banks and other recognized financial institutions, such as
    broker/dealers, which are found by the Fund's investment adviser to be




    creditworthy pursuant to guidelines established by the Corporation's Board
    of Directors (the "Directors").
    REVERSE REPURCHASE AGREEMENTS
    The Fund may also enter into reverse repurchase agreements. These
    transactions are similar to borrowing cash. In a reverse repurchase
    agreement, the Fund transfers possession of a portfolio instrument to
    another person, such as a financial institution, broker, or dealer, in
    return for a percentage of the instrument's market value in cash, and
    agrees that on a stipulated date in the future, the Fund will repurchase
    the portfolio instrument by remitting the original consideration plus
    interest at an agreed upon rate. The use of reverse repurchase agreements
    may enable the Fund to avoid selling portfolio instruments at a time when a
    sale may be deemed to be disadvantageous, but the ability to enter into
    reverse repurchase agreements does not ensure that the Fund will be able to
    avoid selling portfolio instruments at a disadvantageous time.
    When effecting reverse repurchase agreements, liquid assets of the Fund, in
    a dollar amount sufficient to make payment for the obligations to be
    purchased, are segregated at the trade date. These securities are marked to
    market daily and are maintained until the transaction is settled.
    RESTRICTED AND ILLIQUID SECURITIES
    The ability of the Directors to determine the liquidity of certain
    restricted securities is permitted under a Securities and Exchange




    Commission ("SEC") staff position set forth in the adopting release for
    Rule 144A under the Securities Act of 1933, as amended (the "Rule").  The
    Rule is a non-exclusive safe-harbor for certain secondary market
    transactions involving 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 the Rule.  The Fund believes that the staff of
    the SEC has left the question of determining the liquidity of all
    restricted securities to the Directors.  The Directors may consider the
    following criteria in determining the liquidity of certain restricted
    securities:
      o the frequency of trades and quotes for the security;
      o the number of dealers willing to purchase or sell the security and the
        number of other potential buyers;
      o dealer undertakings to make a market in the security; and
      o the nature of the security and the nature of the marketplace trades.
    Notwithstanding the foregoing, securities of foreign issuers which are not
    listed on a recognized domestic or foreign exchange or for which a bona
    fide market does not exist at the time of purchase or subsequent
    transaction shall be treated as illiquid securities by the Directors.




    FUTURES AND OPTIONS TRANSACTIONS
    The Fund may attempt to hedge all or a portion of its portfolio or gain
    relatively rapid, liquid, and cost-effective exposure to certain markets by
    buying and selling futures contracts and options on futures contracts.
     FUTURES CONTRACTS
     The Fund may engage in 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 securities 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
     securities in the index is made.
     The purpose of the acquisition or sale of a futures contract by the Fund is
     to protect the Fund from fluctuations in the value of its securities caused
     by unanticipated changes in interest rates or market conditions without
     necessarily buying or selling the securities.  For example, in the fixed
     income securities market, price generally moves inversely to interest
     rates.  A rise in rates generally means a drop in price.  Conversely, a
     drop in rates generally means a rise in price.  In order to hedge its
     rates, the Fund could enter into contracts to deliver securities at a
     predetermined price (i.e., "go short") to protect itself against the
     possibility that the prices of its fixed income securities may decline
     during the anticipated holding period.  The Fund would "go long" (i.e.,
     agree to purchase securities in the future at a predetermined price) to
     hedge against a decline in market interest rates.  The Fund may also invest
     in securities index futures contracts when the investment adviser believes
     such investment is more efficient, liquid, or cost-effective than investing
     directly in the securities underlying the index.
     STOCK INDEX OPTIONS
     The Fund may purchase put options on stock indices listed on national
     securities exchanges or traded in the over-the-counter market. A stock
     index fluctuates with changes in the market values of the stocks included
     in the index.
     The effectiveness of purchasing stock index options will depend upon the
     extent to which price movements in the Fund's portfolio correlate with
     price movements of the stock index selected. Because the value of an index
     option depends upon movements in the level of the index rather than the
     price of a particular stock, whether the Fund will realize a gain or loss
     from the purchase of options on an index depends upon movements in the
     level of stock prices in the stock market generally or, in the case of
     certain indices, in an industry or market segment, rather than movements in
     the price of a particular stock. Accordingly, successful use by the Fund of
     options on stock indices will be subject to the ability of the investment
     adviser to predict correctly movements in the direction of the stock market
     generally or of a particular industry.
     PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
     The Fund may purchase listed or over-the-counter put options on financial
     futures contracts. The Fund would use these options only to protect
     portfolio securities against decreases in value resulting from market
     factors such as anticipated increase in interest rates, or when the
     investment adviser believes such investment is more efficient, liquid or
     cost-effective than investing directly in the futures contract or the
     underlying securities or when such futures contracts or securities are
     unavailable for investment upon favorable terms.
     Unlike entering directly into a futures contract, which requires the
     purchaser to buy a financial instrument on a set date at a specified price,
     the purchase of a put option on a futures contract entitles (but does not
     obligate) its purchaser to decide on or before a future date whether to
     assume a short position at the specified price. Generally, if the hedged
     portfolio securities decrease in value during the term of an option, the
     related futures contracts will also decrease in value and the option will
     increase in value. In such an event, the Fund will normally close out its
     option by selling an identical option. If the hedge is successful, the
     proceeds received by the Fund upon the sale of the second option will be
     large enough to offset both the premium paid by the Fund for the original
     option plus the realized decrease in value of the hedged securities.
     Alternatively, the Fund may exercise its put option to close out the
     position. To do so, it would simultaneously enter into a futures contract
     of the type underlying the option (for a price less than the strike price
     of the option) and exercise the option. The Fund would then deliver the
     futures contract in return for payment of the strike price. If the Fund
     neither closes out nor exercises an option, the option will expire on the
     date provided in the option contract, and only the premium paid for the
     contract will be lost.
     The Fund may write listed or over-the counter put options on financial
     futures contracts to hedge its portfolio or when the investment adviser
     believes such investment is more efficient, liquid or cost-effective than
     investing directly in the futures contract or the underlying securities or
     when such futures contracts or securities are unavailable for investment
     upon favorable terms. When the Fund writes a put option on a futures
     contract, it receives a cash premium which can be used in whatever way is
     deemed most advantageous to the Fund.  In exchange for such premium, the
     Fund grants to the purchaser of the put the right to receive from the Fund,
     at the strike price, a short position in such futures contract, even though
     the strike price upon exercise of the option is greater than the value of
     the futures position received by such holder.  If the value of the
     underlying futures position is not such that exercise of the option would
     be profitable to the option holder, the option will generally expire
     without being exercised.  The Fund has no obligation to return premiums
     paid to it whether or not the option is exercised.  It will generally be
     the policy of the Fund, in order to avoid the exercise of an option sold by
     it, to cancel its obligation under the option by entering into a closing
     purchase transaction, if available, unless it is determined to be in the
     Fund's interest to deliver the underlying futures position.  A closing
     purchase transaction consists of the purchase by the Fund of an option
     having the same term as the option sold by the Fund, and has the effect of
     canceling the Fund's position as a seller.  The premium which the Fund will
     pay in executing a closing purchase transaction may be higher than the
     premium received when the option was sold, depending in large part upon the
     relative price of the underlying futures position at the time of each
     transaction.
     CALL OPTIONS ON FINANCIAL AND STOCK INDEX FUTURES CONTRACTS
     In addition to purchasing put options on futures, the Fund may write listed
     call options or over-the-counter call options on financial and stock index
     futures contracts (including cash-settled stock index options), to hedge
     its portfolio against an increase in market interest rates, a decrease in
     stock prices, or when the investment adviser believes such investment is
     more efficient, liquid or cost-effective than investing directly in the
     futures contract or the underlying securities or when such futures
     contracts or securities are unavailable for investment upon favorable
     terms. When the Fund writes a call option on a futures contract, it is
     undertaking the obligation of assuming a short futures position (selling a
     futures contract) at the fixed strike price at any time during the life of
     the option if the option is exercised. As stock prices fall or market
     interest rates rise and cause the price of futures to decrease, the Fund's
     obligation under a call option on a future (to sell a futures contract)
     costs less to fulfill, causing the value of the Fund's call option position
     to increase.
     In other words, as the underlying futures price goes down below the strike
     price, the buyer of the option has no reason to exercise the call, so that
     the Fund keeps the premium received for the option. This premium can
     substantially offset the drop in value of the Fund's portfolio securities.
     Prior to the expiration of a call written by the Fund, or exercise of it by
     the buyer, the Fund may close out the option by buying an identical option.
     If the hedge is successful, the cost of the second option will be less than
     the premium received by the Fund for the initial option. The net premium
     income of the Fund may then substantially offset the realized decrease in
     value of the hedged securities.
     When the Fund purchases a call on a financial futures contract, it receives
     in exchange for the payment of a cash premium the right, but not the
     obligation, to enter into the underlying futures contract at a strike price
     determined at the time the call was purchased, regardless of the
     comparative market of such futures position at the time the option is
     exercised.  The holder of a call option has the right to receive a long (or
     buyer's) position in the underlying futures contract.
     The Fund generally will not maintain open positions in futures contracts it
     has sold or call options it has written on futures contracts if, in the
     aggregate, the value of the open positions (marked to market) exceeds the
     current market value of its securities portfolio plus the unrealized loss
     or minus the unrealized gain on those open positions, adjusted for the
     correlation between the hedged securities and the futures contracts. If
     this limitation is exceeded at any time, the Fund will take prompt action
     to close out a sufficient number of open contracts to bring its open
     futures and options positions within this limitation.
      "MARGIN" IN FUTURES TRANSACTIONS
     Unlike the purchase or sale of a security, the Fund does not pay or receive
     money upon the purchase or sale of a futures contract. Rather, the Fund is
     required to deposit an amount of "initial margin" in cash or U.S. Treasury
     bills with its custodian (or the broker, if legally permitted). The nature
     of initial margin in futures transactions is different from that of margin
     in securities transactions in that initial margin in futures transactions
     does not involve the borrowing of funds by the Fund to finance the
     transactions. Initial margin is in the nature of a performance bond or good
     faith deposit on the contract which is returned to the Fund upon
     termination of the futures contract, assuming all contractual obligations
     have been satisfied.
     A futures contract held by the Fund is valued daily at the official
     settlement price of the exchange on which it is traded. Each day the Fund
     pays or receives cash, called "variation margin," equal to the daily change
     in value of the futures contract. This process is known as "marking to
     market." Variation margin does not represent a borrowing or loan by the
     Fund but is instead settlement between the Fund and the broker of the
     amount one would owe the other if the futures contract expired. In
     computing its daily net asset value, the Fund will mark to market its open
     futures positions.
     The Fund is also required to deposit and maintain margin when it writes
     call options on futures contracts.
     PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may purchase put and call options on portfolio securities to
     protect against price movements in particular securities in its portfolio.
     A put option gives the Fund, in return for a premium, the right to sell the
     underlying security to the writer (seller) at a specified price during the
     term of the option. A call option gives the Fund, in return for a premium,
     the right to buy the underlying securities from the seller.
     WRITING COVERED PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may write covered put and call options to generate income and
     thereby protect against price movements in particular securities in the
     Fund's portfolio. As the writer of a call option, the Fund has the
     obligation upon exercise of the option during the option period to deliver
     the underlying security upon payment of the exercise price. As the writer
     of a put option, the Fund has the obligation to purchase a security from
     the purchaser of the option upon the exercise of the option.
     The Fund may only write call options either on securities held in its
     portfolio or on securities which it has the right to obtain without payment
     of further consideration (or has segregated cash in the amount of any
     additional consideration). In the case of put options, the Fund will
     segregate cash or U.S. Treasury obligations with a value equal to or
     greater than the exercise price of the underlying securities.
     OVER-THE-COUNTER OPTIONS
     The Fund may purchase and write over-the-counter options ("OTC options") on
     portfolio securities or in securities indexes in negotiated transactions
     with the buyers or writers of the options when options on the portfolio
     securities held by the Fund or when the securities indexes are not traded
     on an exchange.




     OTC 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 OTC options may not.
    RISKS
     OPTIONS
      Certain hedging vehicles have risks associated with them including
     possible default by the other party to the transaction, illiquidity and, to
     the extent the adviser's view as to certain market movements is incorrect,
     the risk that the use of such hedging strategies could result in losses
     greater than if they had not been used.  Use of put and call options may
     result in losses to the Fund, force the sale or purchase of portfolio
     securities at inopportune times or for prices higher than (in the case of
     put options) or lower than (in the case of call options) current market
     values, limit the amount of appreciation the Fund can realize on its
     investments or cause the Fund to hold a security it might otherwise sell.
     The use of currency transactions can result in the Fund incurring losses as
     a result of a number of factors including the imposition of exchange
     controls, suspension of settlements, or the inability to deliver or receive
     a specified currency.  The use of options and futures transactions entails
     certain other risks. In particular, the variable degree of correlation




     between price movements of futures contracts and price movements in the
     related portfolio position of the Fund creates the possibility that losses
     on the hedging instrument may be greater than gains in the value of the
     Fund's position.  In addition, futures and options markets may both be
     liquid in all circumstances and certain over-the-counter options may have
     not markets.  As a result, in certain markets, the Fund might not be able
     to close out a transaction without incurring substantial losses, if at all.
     Although the use of futures and options transactions for hedging should
     tend to minimize the risk of loss due to a decline in the value of the
     hedged position, at the same time they tend to limit any potential gain
     which might result from an increase in value of such position.  Finally,
     the daily variation margin requirements for futures contracts would create
     a greater ongoing potential financial risk than would purchase of options,
     where the exposure is limited to the cost of the initial premium.  Losses
     resulting from the use of hedging strategies would reduce net asset value,
     and possibly income, and such losses can be greater than if the hedging
     strategies had not been utilized.
     COMBINED TRANSACTIONS
     The Fund may enter into multiple transactions, including multiple options
     transactions, multiple futures transactions, multiple currency transaction
     (including forward currency contracts) and multiple interest rate
     transactions and any combination of futures, options, currency and interest




     rate transactions ("component" transactions), instead of a single hedging
     strategy, as part of a single or combined strategy when, in the opinion of
     the investment adviser, it is in the best interests of the Fund to do so. A
     combined transaction will usually contain elements of risk that are present
     in each of its component transactions. Although combined transactions are
     normally entered into based on the investment adviser's judgment that the
     combined strategies will reduce risk or otherwise more effectively achieve
     the desired portfolio management goal, it is possible that the combination
     will instead increase such risks or hinder achievement of the portfolio
     management objective.
     SWAPS, CAPS, FLOORS AND COLLARS
     Among the hedging strategies into which the Fund may enter are interest
     rate, currency and index swaps and the purchase or sale of related caps,
     floors, and collars.  The Fund expects to enter into these transactions
     primarily to preserve a return or spread on a particular investment or
     portion of its portfolio, to protect against currency fluctuations, as a
     duration management technique or to protect against any increase in the
     price of securities the Fund anticipates purchasing at a later date. The
     Fund intends to use these transactions as hedges and not as speculative
     investments and will not sell interest rate caps or floors where it does
     not own securities or other instruments providing the income stream the
     Fund may be obligated to pay.  Interest rate swaps involve the  exchange by




     the Fund with another party of their respective commitments to pay or
     receive interest, e.g., an exchange of floating rating payments of fixed
     rate payments with respect to a notional amount of principal.  A currency
     swap is an agreement to exchange cash flows on a notional amount of two or
     more currencies based on the relative value differential among them and an
     index swap is an agreement to swap cash flows on a notional amount based on
     changes in the values of the reference indices. The purchase of a cap
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such cap to the extent that a specified index
     exceeds a predetermined interest rate or amount.  The purchase of a floor
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such floor to the extent that  specified index falls
     below a predetermined interest rate or amount.  A collar is a combination
     of a cap and a floor that preserves a certain return within a predetermined
     range of interest rates or values.
     The Fund will usually enter into swaps on a net basis, i.e., the two
     payment streams are netted out in a cash settlement on the payment date or
     dates specified in the instrument, with the Fund receiving or paying, as
     the case may be, only the net amount of the two payments.  Inasmuch as
     these swaps, caps, floors, and collars are entered into for good faith
     hedging purposes, the investment adviser and the Fund believe such
     obligations do not constitute senior securities under the Investment




     Company Act of 1940, as amended, and, accordingly, will not treat them as
     being subject to its borrowing restrictions.  There is no minimal aceptable
     rating for a swap, cap, floor, or collar to be purchased or held in the
     Fund's portfolio.  If there is a default by the counterparty, the Fund may
     have contractual remedies pursuant to the agreements related to the
     transaction.  The swap market has grown substantially in recent years with
     a large number of banks and investment banking firms acting both as
     principals and agents utilizing standardized swap documentation.  As a
     result, the swap market has become relatively liquid.  Caps, floors and
     collars are more recent innovations for which standardized documentation
     has not yet been fully developed and, accordingly, they are less liquid
     than swaps.
     RISKS OF HEDGING STRATEGIES OUTSIDE THE U.S.
     When conducted outside the U.S., hedging strategies may not be regulated as
     rigorously  as in the U.S., may not involve a clearing mechanism and
     related guarantees, and are subject to the risk of governmental actions
     affecting trading in, or the prices of, foreign securities, currencies and
     other instruments.  The value of such positions also could be adversely
     affected by:  (i) other complex foreign political, legal and economic
     factors, (ii) lesser availability than in the U.S. of data on which to make
     trading decisions, (iii) delays in the Fund's ability to act upon economic
     events occurring in foreign markets during non-business hours in the U.S.,




     (iv) the imposition of different exercise and settlement terms and
     procedures and the margin requirements than in the U.S., and (v) lower
     trading volume and liquidity.
     USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
     Many hedging strategies, in addition to other requirements, require that
     the Fund segregate liquid high grade assets with its custodian to the
     extent Fund obligations are not otherwise "covered" through ownership of
     the underlying security, financial instrument or currency.  In general,
     either the full amount of any obligation by the Fund to pay or deliver
     securities or assets must be covered at all times by the securities,
     instruments or currency required to be delivered, or, subject to any
     regulatory restrictions, an amount of cash or liquid high grade securities
     at least equal to the current amount of the obligation must be segregated
     with the custodian.  The segregated assets cannot be sold or transferred
     unless equivalent assets are substituted in their place or it is no longer
     necessary to segregate them.  For example, a call option written by the
     Fund will require the Fund to hold the securities subject to the call (or
     securities convertible into the needed securities without additional
     consideration) or to segregate liquid high grade securities sufficient to
     purchase and deliver the securities if the call is exercised.  A call
     option sold by the Fund on an index will require the Fund to own portfolio
     securities which correlate with the index or to segregate liquid high grade




     assets equal to the excess of the index value over the exercise price on a
     current basis.  A put option written by the Fund requires the Fund to
     segregate liquid high grade assets equal to the exercise price.
     Except when the Fund enters into a forward contract for the purchase or
     sale of a security denominated in a particular currency, a currency
     contract which obligates the Fund to buy or sell currency will generally
     require the Fund to hold an amount of that currency or liquid securities
     denominated in that currency equal to the Fund's obligations or to
     segregate liquid high grade assets equal to the amount of the Fund's
     obligations.
     OTC options entered into by the Fund, including those on securities,
     currency, financial instruments or indices and OTC issued and exchange
     listed index options, will generally provide for cash settlement.  As a
     result, when the Fund sells these instruments it will only segregate an
     amount of assets equal to its accrued net obligations, as there is no
     requirement for payment or delivery of amounts in excess of the net amount.
     These amounts will equal 100% of the exercise price in the case of a non
     cash-settled put, the same as an OTC guaranteed listed option sold by the
     Fund, or the in-the-money amount plus any sell-back formula amount in the
     case of a cash-settled put or call.  In addition, when the Fund sells a
     call option on an index at a time when the in-the-money amount exceeds the
     exercise price, the Fund will segregate, until the option expires or is




     closed out, cash or cash equivalents equal in value to such excess.  OTC
     issued and exchange listed options sold by the Fund other than those above
     generally settle with physical delivery, and the Fund will segregate an
     equal amount of assets equal to the full value of the option. OTC options
     settling with physical delivery, or with an election of either physical
     delivery or cash settlement will be treated the same as other options
     settling with physical delivery.
     In the case of a futures contract or an option thereon, the Fund must
     deposit initial margin and possible daily variation margin in addition to
     segregating assets sufficient to meet its obligation to purchase or provide
     securities or currencies, or to pay the amount owed at the expiration of an
     index-based futures contract.  Such assets may consist of cash, cash
     equivalents, liquid debt or equity securities or other acceptable assets.
     With respect to swaps, the Fund will accrue the net amount of the excess,
     if any, of its obligations over its entitlements with respect to each swap
     on a daily basis and will segregate an amount of cash or liquid high grade
     securities having a value equal to the accrued excess.  Caps, floors and
     collars require segregation of assets with a value equal to the Fund's net
     obligation, if any.
     Strategic transactions may be covered by other means when consistent with
     applicable regulatory policies.  The Fund may also enter into offsetting
     transactions so that its combined position, coupled with any segregated




     assets, equals its net outstanding obligation in related options and
     hedging strategies.  For example, the Fund could purchase a put option if
     the strike price of that option is the same or higher than the strike price
     of a put option sold by the Fund.  Moreover, instead of segregating assets
     if the Fund held a futures or forward contract, it could purchase a put
     option on the same futures or forward contract with a strike price as high
     or higher than the price of the contract held.  Other hedging strategies
     may also be offset in combinations.  If the offsetting transaction
     terminates at the time of or after the primary transaction no segregation
     is required, but if it terminates prior to such time, assets equal to any
     remaining obligation would need to be segregated.
     The Fund's activities involving hedging strategies may be limited by the
     requirements of Subchapter M of the Internal Revenue Code of 1986, as
     amended (the "Code") for qualification as a regulated investment company.
     (See "Tax Status")
    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 Fund
     values its assets daily in U.S. dollars, the Fund may not convert its




     holdings of foreign currencies to U.S. dollars daily. The Fund may incur
     conversion costs when it converts its holdings to another currency. Foreign
     exchange dealers may realize a profit on the difference between the price
     at which the Fund buys and sells currencies.
     The Fund will engage in foreign currency exchange transactions in
     connection with its portfolio investments. The Fund will conduct its
     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 Fund may enter into forward foreign currency exchange contracts in
     order to protect 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 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 Fund's
     best interest to do so. The Fund will not speculate in foreign currency
     exchange.
     The Fund will not enter into forward foreign currency exchange contracts or
     maintain a net exposure in such contracts when it would be obligated to




     deliver an amount of foreign currency in excess of the value of its
     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 investment adviser believes will tend to be closely correlated with
     that currency with regard to price movements. Generally, the Fund 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 rises in value if the underlying currency depreciates in
     value. Although purchasing a foreign currency option can protect the Fund




     against an adverse movement in the value of a foreign currency, the option
     will not limit the movement in the value of such currency. For example, if
     the Fund was holding securities denominated in a foreign currency that was
     appreciating and had purchased a foreign currency put to hedge against a
     decline in the value of the currency, the Fund would not have to exercise
     its put option. Likewise, if the Fund were to enter into a contract to
     purchase a security denominated in foreign currency and, in conjunction
     with that purchase, were to purchase a foreign currency call option to
     hedge against a rise in value of the currency, and if the value of the
     currency instead depreciated between the date of purchase and the
     settlement date, the Fund would not have to exercise its call. Instead, the
     Fund could acquire in the spot market the amount of foreign currency needed
     for settlement.
     SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS
     Buyers and sellers of foreign currency options are subject to the same
     risks that apply to options generally. In addition, there are certain risks
     associated with foreign currency options. The markets in foreign currency
     options are relatively new, and the Fund's ability to establish and close
     out positions on such options is subject to the maintenance of a liquid
     secondary market. Although the Fund will not purchase or write such options
     unless and until, in the opinion of the 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 Fund may be able to achieve many of the same objectives as it would
     through the use of forward foreign currency exchange contracts. The Fund
     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 associated with foreign currency futures contracts and their use
     as a hedging device similar to those associated with options on currencies,
     as described above.
     Options on foreign currency futures contracts may involve certain
     additional risks. Trading options on 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 Fund will not purchase or write options on foreign
     currency futures contracts unless and until, in the opinion of the
     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.
    ADDITIONAL RISK CONSIDERATIONS
    The Directors consider at least annually the likelihood of the imposition
    by any foreign government of exchange control restrictions which would
    affect the liquidity of the Fund's assets maintained with custodians in
    foreign countries, as well as the degree of risk from political acts of
    foreign governments to which such assets may be exposed.  The Directors
    also consider the degree of risk involved through the holding of portfolio
    securities in domestic and foreign securities depositories.  However, in
    the absence of willful misfeasance, bad faith or gross negligence on the
    part of the investment adviser, any losses resulting from the holding of




    the Fund's portfolio securities in foreign countries and/or with securities
    depositories will be at the risk of shareholders.  No assurance can be
    given that the Directors' appraisal of the risks will always be correct or
    that such exchange control restrictions or political acts of foreign
    governments might not occur.
    SPECIAL CONSIDERATIONS AFFECTING EUROPE
    The countries that are members of the European Union (Belgium, Denmark,
    France, Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal,
    Spain, Austria, Sweden, Finland, and the United Kingdom) eliminated certain
    import tariffs and quotas, and other trade barriers with respect to one
    another over the past several years. The adviser  believes that this
    deregulation should improve the prospects for economic growth in many
    European countries. Among other things, the deregulation could enable
    companies domiciled in one country to avail themselves of lower labor costs
    existing in other countries. In addition, this deregulation could benefit
    companies domiciled on one country by opening additional markets for their
    goods and services in other countries. Since, however, it is not clear at
    this time what the exact form or effect of these European Union reforms
    will be on business in Western Europe or the emerging European markets, it
    is impossible to predict the long-term impact of the implementation of
    these programs on the securities owned by the Fund.




    PORTFOLIO TURNOVER
    Although the Fund does not intend to invest for the purpose of seeking
    short-term profits, securities in its portfolio will be sold whenever the
    investment adviser believes it is appropriate to do so in light of the
    Fund's investment objective, without regard to the length of time a
    particular security may have been held.  The investment adviser does not
    anticipate that portfolio turnover will result in adverse tax consequences.
    It is not anticipated that the portfolio trading engaged in by the Fund
    will result in its annual rate of portfolio turnover exceeding 100%;
    however, the relative performance of the Fund's investments may make a
    realignment of the Fund's portfolio desirable from time to time.  The
    frequency of such portfolio realignments will be determined by market
    conditions. Higher portfolio turnover involves correspondingly greater
    brokerage commissions and other transaction costs that the Fund will bear
    directly.
    INVESTMENT LIMITATIONS
    The following investment limitations are fundamental (except that no
    investment limitation of the Fund shall prevent the Fund from investing
    substantially all of its assets (except for assets which are not considered
    "investment securities" under the Investment Company Act of 1940, as
    amended, or assets exempted by the SEC) in an open-end investment company
    with substantially the same investment objectives):




     SELLING SHORT AND BUYING ON MARGIN
     The Fund will not sell any securities short or purchase any securities on
     margin, but may obtain such short-term credits as are necessary for the
     clearance of purchases and sales of portfolio securities. The deposit or
     payment by the Fund of initial or variation margin in connection with
     financial futures contracts or related options transactions is not
     considered the purchase of a security on margin.
     ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities, except that the Fund may borrow
     money directly or through reverse repurchase agreements in amounts up to
     one-third of the value of its total assets, including the amount borrowed,
     and except to the extent that the Fund may enter into futures contracts.
     The Fund will not borrow money or engage in reverse repurchase agreements
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure or to facilitate management of the portfolio by enabling
     the Fund to meet redemption requests when the liquidation of portfolio
     securities is deemed to be inconvenient or disadvantageous.  The Fund will
     not purchase any securities while any borrowings in excess of 5% of its
     total assets are outstanding.
     PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings.  In these cases, the Fund may pledge assets as




     necessary to secure such borrowings.  For purposes of this limitation, the
     following will not be deemed to be pledges of the Fund's assets:  (a) the
     deposit of assets in escrow in connection with the writing of covered put
     or call options and the purchase of securities on a when-issued basis; and
     (b) collateral arrangements with respect to:  (i) the purchase and sale of
     securities options (and options on securities indexes) and (ii) initial or
     variation margin for futures contracts.
     CONCENTRATION OF INVESTMENTS
     The Fund will not invest 25% or more of the value of its total assets in
     any one industry, except that the Fund may invest 25% or more of the value
     of its total assets in securities issued or guaranteed by the U.S.
     government, its agencies or instrumentalities, and repurchase agreements
     collateralized by such securities.
     INVESTING IN COMMODITIES
     The Fund will not invest in commodities, except that the Fund reserves the
     right to engage in transactions involving futures contracts, options, and
     forward contracts with respect to securities, securities indexes or
     currencies.
     INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate, including limited
     partnership interests, although it may invest in the securities of




     companies whose business involves the purchase or sale of real estate or in
     securities which are secured by real estate or interests in real estate.
     LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets, except portfolio securities.
     This shall not prevent the Fund from purchasing or holding U.S. government
     obligations, corporate bonds, money market instruments, debentures, notes,
     certificates of indebtedness, or other debt securities, entering into
     repurchase agreements, or engaging in other transactions where permitted by
     the Fund's investment objective, policies, and limitations or the
     Corporation's Articles of Incorporation.
     UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may be
     deemed to be an underwriter under the Securities Act of 1933 in connection
     with the sale of securities in accordance with its investment objective,
     policies, and limitations.
     DIVERSIFICATION OF INVESTMENTS
     With respect to securities comprising 75% of the value of its total assets,
     the Fund will not purchase securities issued by any one issuer (other than
     cash, cash items, or securities issued or guaranteed by the U.S.
     government, 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, and will not acquire more than 10% of the outstanding voting
     securities of any one issuer.
    The above investment limitations cannot be changed without shareholder
    approval. The following limitations, however, may be changed by the
    Directors without shareholder approval (except that no investment
    limitation of the Fund shall prevent the Fund from investing substantially
    all of its assets (except for assets which are not considered "investment
    securities" under the Investment Company Act of 1940, as amended, or assets
    exempted by the SEC) in an open-end investment company with substantially
    the same investment objectives). Shareholders will be notified before any
    material changes in these limitations become effective.
     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will limit its investment in other investment companies to no more
     than 3% of the total outstanding voting stock of any investment company,
     will invest no more than 5% of its total assets in any one investment
     company, and will invest no more than 10% of its total assets in investment
     companies in general.  The Fund will purchase securities of investment
     companies only in open-market transactions involving only customary
     broker's commissions.  However, these limitations are not applicable if the
     securities are acquired in a merger, consolidation, or acquisition of
     assets. It should be noted that investment companies incur certain expenses
     such as management fees, and, therefore, any investment by the Fund in




     shares of another investment company would be subject to such duplicate
     expenses.
     INVESTING IN ILLIQUID SECURITIES
    The Fund will not invest more than 15% of the value of its net assets in
    illiquid securities, including repurchase agreements providing for
    settlement in more than seven days after notice, non-negotiable time
    deposits with maturities over seven days, over-the-counter options, swap
    agreements not determined to be liquid, and certain restricted securities
    not determined by the Directors to be liquid.
     INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     securities of issuers with 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 DIRECTORS
     OF THE CORPORATION
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Directors of the Corporation or the Fund's investment adviser,
     owning individually more than 1/2 of 1% of the issuer's securities,
     together own more than 5% of the issuer's securities.
     INVESTING IN MINERALS




     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs or leases, although it may invest in
     the securities of issuers which invest in or sponsor such programs.
     PURCHASING SECURITIES TO EXERCISE CONTROL
     The Fund will not purchase securities of a company for the purpose of
     exercising control or management.
     INVESTING IN PUT OPTIONS
     The Fund will not purchase put options on securities or futures contracts,
     unless the securities or futures contracts are held in the Fund's portfolio
     or unless the Fund is entitled to them in deliverable form without further
     payment or after segregating cash in the amount of any further payment.
     WRITING COVERED CALL OPTIONS
     The Fund will not write call options on securities unless the securities or
     futures contracts are held in the Fund's portfolio or unless the Fund is
     entitled to them in deliverable form without further payment or after
     segregating cash in the amount of any further payment.
     INVESTING IN WARRANTS
     The Fund will not invest more than 5% of the value of its net assets in
     warrants, including those acquired in units or attached to other
     securities. No more than 2% of the Fund's net assets, to be included within
     the overall 5% limit on investments in warrants, may be warrants which are
     not listed on the New York or American Stock Exchanges. For purposes of




     this investment restriction, warrants will be valued at the lower of cost
     or market, except that warrants acquired by the Fund in units with or
     attached to securities may be deemed to be without value.
    Except with respect to borrowing money, if a percentage limitation is
    adhered to at the time of investment, a later increase or decrease in
    percentage resulting from any change in value or net assets will not result
    in a violation of such restriction.
    The Fund has no present intent to borrow money, pledge securities, or
    invest in reverse repurchase agreements in excess of 5% of the value of its
    total assets in the coming fiscal year.  In addition, the Fund expects to
    lend not more than 5% of its total assets in the coming fiscal year.
    To comply with registration requirements in certain states, the Fund
    (1) will limit the aggregate value of the assets underlying covered call
    options or put options written by the Fund to not more than 25% of its net
    assets, (2) will limit the premiums paid for options purchased by the Fund
    to 5% of its net assets, and (3) will limit the margin deposits on futures
    contracts entered into by the Fund to 5% of its net assets.  (If state
    requirements change, these restrictions may be revised without shareholder
    notification.)
    For purposes of its policies and limitations, the Fund considers
    certificates of deposit and demand and time deposits issued by a U.S.
    branch of a domestic bank or savings and loan having capital, surplus, and
    undivided profits in excess of $100,000,000 at the time of investment to be
    "cash items."
    WORLD INVESTMENT SERIES, INC. MANAGEMENT

    Officers and Directors are listed with their addresses, birthdates, present
    positions with World Investment Series, Inc., and principal occupations.


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


    Thomas G. Bigley
    28th Floor, One Oxford Centre
    Pittsburgh, PA




    Birthdate:  February 3, 1934
    Director
    Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
    Hospital of Pittsburgh; Director, Trustee, or Managing General Partner of
    the Funds; formerly, Senior Partner, Ernst & Young LLP.


    John T. Conroy, Jr.
    Wood/IPC Commercial Department
    John R. Wood and Associates, Inc., Realtors
    3255 Tamiami Trail North
    Naples, FL
    Birthdate:  June 23, 1937
    Director
    President, Investment Properties Corporation; Senior Vice-President, John
    R. Wood and Associates, Inc., Realtors; President, Northgate Village
    Development Corporation; Partner or Trustee in private real estate ventures
    in Southwest Florida; Director, Trustee, or Managing General Partner of the
    Funds; formerly, President, Naples Property Management, Inc.


    William J. Copeland
    One PNC Plaza - 23rd Floor




    Pittsburgh, PA
    Birthdate:  July 4, 1918
    Director
    Director and Member of the Executive Committee, Michael Baker, Inc.;
    Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
    Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director,
    Ryan Homes, Inc.


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


    Lawrence D. Ellis, M.D.*
    3471 Fifth Avenue, Suite 1111
    Pittsburgh, PA
    Birthdate:  October 11, 1932
    Director




    Professor of Medicine and Member, Board of Trustees, University of
    Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
    Downtown; Member, Board of Directors, University of Pittsburgh Medical
    Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian and
    Montefiore Hospitals; Director, Trustee, or Managing General Partner of the
    Funds.


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


    Edward L. Flaherty, Jr.@
    Henny, Kochuba, Meyer and Flaherty
    Two Gateway Center - Suite 674
    Pittsburgh, PA
    Birthdate:  June 18, 1924




    Director
    Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
    Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
    Director, Trustee, or Managing General Partner of the Funds; formerly,
    Counsel, Horizon Financial, F.A., Western Region.


    Peter E. Madden
    Seacliff
    562 Bellevue Avenue
    Newport, RI
    Birthdate:  March 16, 1942
    Director
    Consultant; State Representative, Commonwealth of Massachusetts; Director,
    Trustee, or Managing General Partner of the Funds; formerly, President,
    State Street Bank and Trust Company and State Street Boston Corporation.


    Gregor F. Meyer
    Henny, Kochuba, Meyer and Flaherty
    Two Gateway Center - Suite 674
    Pittsburgh, PA
    Birthdate:  October 6, 1926




    Director
    Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
    Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee,
    or Managing General Partner of the Funds.


    John E. Murray, Jr., J.D., S.J.D.
    President, Duquesne University
    Pittsburgh, PA
    Birthdate:  December 20, 1932
    Director
    President, Law Professor, Duquesne University; Consulting Partner, Mollica,
    Murray and Hogue; Director, Trustee or Managing General Partner of the
    Funds.


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




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


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


    J. Christopher Donahue
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  April 11, 1949
    Executive Vice President




    President and Trustee, Federated Investors, Federated Advisers, Federated
    Management, and Federated Research; President and Director, Federated
    Research Corp. and Federated Global Research Corp.; President, Passport
    Research, Ltd.; Trustee, Federated Administrative Services, Federated
    Services Company, and Federated Shareholder Services; President or Vice
    President of the Funds; Director, Trustee, or Managing General Partner of
    some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
    Director  of the Company.


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





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


    David M. Taylor
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  January 13, 1947
    Treasurer
    Senior Vice President, Controller, and Trustee, Federated Investors;
    Controller, Federated Advisers, Federated Management, Federated Research,




    Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
    President, Federated Shareholder Services; Vice President, Federated
    Administrative Services; Treasurer of some of the Funds.


    *

    This Director 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
    Directors handles the responsibilities of the Board of Directors between
    meetings of the Board.
    As used in the table above, "The Funds" and "Funds" mean the following
    investment companies: American Leaders Fund, Inc.; Annuity Management
    Series; Arrow Funds; Automated Government Money Trust; Blanchard Funds;
    Blanchard Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series,
    Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
    Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.;
    Federated GNMA Trust; Federated Government Trust; Federated High Yield
    Trust; Federated Income Securities Trust; Federated Income Trust; Federated
    Index Trust; Federated Institutional Trust; Federated Master Trust;




    Federated Municipal Trust; Federated Short-Term Municipal Trust;  Federated
    Short-Term U.S. Government Trust; Federated Stock Trust; Federated Tax-Free
    Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond
    Fund; Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S.
    Government Securities Fund: 3-5 Years; First Priority Funds; Fixed Income
    Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
    Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for
    U.S. Government Securities, Inc.; Government Income Securities, Inc.; High
    Yield Cash Trust; Insurance Management Series; Intermediate Municipal
    Trust; International Series, Inc.; Investment Series Funds, Inc.;
    Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty High
    Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
    U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999;
    Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money
    Market Management, Inc.; Money Market Obligations Trust; Money Market
    Trust; Municipal Securities Income Trust; Newpoint Funds; 111 Corcoran
    Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
    Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds II;
    Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-
    Free Instruments Trust; Trademark Funds; Trust for Financial Institutions;
    Trust For Government Cash Reserves; Trust for Short-Term U.S. Government




    Securities; Trust for U.S. Treasury Obligations; The Virtus Funds; and
    World Investment Series, Inc.
    FUND OWNERSHIP
    Officers and Directors own less than 1% of the Fund's outstanding Shares.
    DIRECTORS COMPENSATION


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


John F. Donahue      $ 0   $0 for the Corporation and
Chairman and Director      68 other investment companies in the Fund Complex

Thomas G. Bigley     $ 0   $20,688 for the Corporation and
Director                   49 other investment companies in the Fund Complex

John T. Conroy, Jr.  $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

William J. Copeland  $ 0   $117,202 for the Corporation and




Director                   64 other investment companies in the Fund Complex

James E. Dowd        $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.    $ 0
                     $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Richard B. Fisher    $ 0   $0 for the Corporation and
President and Director
                     8 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.    $ 0
                     $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Peter E. Madden      $ 0   $90,563 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Gregor F. Meyer      $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex





John E. Murray, Jr.  $ 0   $0 for the Corporation and
Director                   69 other investment companies in the Fund Complex

Wesley W. Posvar     $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Marjorie P. Smuts    $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex


    *Information is furnished for the period from January 26, 1994
    (organization date of the Corporation) to November 30, 1994.
    #The aggregate compensation is provided for the Corporation which was
    comprised of 1 portfolio, as of
    November 30, 1994.
    +The information is provided for the last calendar year end.
    INVESTMENT ADVISORY SERVICES

    ADVISER TO THE FUND
    The Fund's investment adviser is Federated Global Research Corp. (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.
    The Adviser shall not be liable to the Corporation, the Fund, or any
    shareholder of the Fund for any losses that may be sustained in the
    purchase, holding, or sale of any security or for anything done or omitted
    by it, except acts or omissions involving willful misfeasance, bad faith,
    gross negligence, or reckless disregard of the duties imposed upon it by
    its contract with the Corporation.
    ADVISORY FEES
    For its advisory services, the Adviser receives an annual investment
    advisory fee as described in each  prospectus.
     STATE EXPENSE LIMITATIONS
     The Adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses) exceed
     2-1/2% per year of the first $30 million of average net assets, 2% per year
     of the next $70 million of average net assets, and 1-1/2% per year of the
     remaining average net assets, the Adviser will reimburse the Fund for its
     expenses over the limitation.




     If the Fund's monthly projected operating expenses exceed this limitation,
     the investment advisory fee paid will be reduced by the amount of the
     excess, subject to an annual adjustment. If the expense limitation is
     exceeded, the amount to be reimbursed by the Adviser will be limited, in
     any single fiscal year, by the amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended or
     rescinded in the future.
    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 Fund for a fee as
    described in each prospectus.  Dr. Henry J. Gailliot, an officer of
    Federated Global Research Corp., the Adviser to the Fund, holds
    approximately 20% of the outstanding common stock and serves as a director
    of Commercial Data Services, Inc., a company which provides computer
    processing services to Federated Administrative Services.




    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

    Federated Services Company serves as transfer agent and dividend disbursing
    agent for the Fund.  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 the Fund's accounting records.
    The fee paid for this service is based upon the level of the Fund's average
    net assets for the period plus out-of-pocket expenses.
    BROKERAGE TRANSACTIONS

    The Adviser may select brokers and dealers who offer brokerage and research
    services. These services may be furnished directly to the Fund or to the
    Adviser and may include:
      o advice as to the advisability of investing in securities;
      o security analysis and reports;
      o economic studies;
      o industry studies;
      o receipt of quotations for portfolio evaluations; and
      o similar services.
    The Adviser and its affiliates exercise reasonable business judgment in
    selecting brokers who offer brokerage and research services to execute
    securities transactions. They determine in good faith that commissions




    charged by such persons are reasonable in relation 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 other accounts. To the extent
    that receipt of these services may supplant services for which the Adviser
    or its affiliates might otherwise have paid, it would tend to reduce their
    expenses.
    Although investment decisions for the Fund are made independently from
    those of the other accounts managed by the Adviser, investments of the type
    the Fund may make may also be made by those other accounts.  When the Fund
    and one or more other accounts managed by the Adviser are prepared to
    invest in, or desire to dispose of, the same security, available
    investments or opportunities for sales will be allocated in a manner
    believed by the Adviser to be equitable to each.  In some cases, this
    procedure may adversely affect the price paid or received by the Fund or
    the size of the position obtained or disposed of by the Fund.  In other
    cases, however, it is believed that coordination and the ability to
    participate in volume transactions will be to the benefit of the Fund.
    The Adviser may engage in other non-U.S. transactions that may have adverse
    effects on the market for securities in the Fund's portfolio.  The Adviser
    is not obligated to obtain any material non-public ("inside") information




    about any securities issuer, or to base purchase or sale recommendations on
    such information.
    PURCHASING SHARES

    Except under certain circumstances described in each prospectus, Shares are
    sold at their net asset value (plus a sales load on Class A Shares only) on
    days the New York Stock Exchange is open for business. The procedure for
    purchasing Shares is explained in each prospectus under "How To Purchase
    Shares."
    DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT
    These arrangements permit the payment of fees to financial institutions,
    the distributor, and Federated Shareholder Services as appropriate, to
    stimulate distribution activities and to cause services to be provided to
    shareholders by a representative who has knowledge of the shareholder's
    particular circumstances and goals. These activities and services may
    include, but are not limited to, marketing efforts; providing office space,
    equipment, telephone facilities, and various clerical, supervisory,
    computer, and other personnel as necessary or beneficial to establish and
    maintain shareholder accounts and records; processing purchase and
    redemption transactions and automatic investments of client account cash
    balances; answering routine client inquiries; and assisting clients in
    changing dividend options, account designations, and addresses.




    By adopting the Distribution Plan, the Directors expect that the Class A
    Shares, Class B Shares, and Class C Shares of the Fund will be able to
    achieve a more predictable flow of cash for investment purposes and to meet
    redemptions. This will facilitate more efficient portfolio management and
    assist the Fund in pursuing its investment objectives. By identifying
    potential investors whose needs are served by the Fund's objectives, and
    properly servicing these accounts, it may be possible to curb sharp
    fluctuations in rates of redemptions and sales.
    Other benefits, which may be realized under either arrangement, may
    include: (1) providing personal services to shareholders; (2) investing
    shareholder assets with a minimum of delay and administrative detail; (3)
    enhancing shareholder recordkeeping systems; and (4) responding promptly to
    shareholders' requests and inquiries concerning their accounts.
    CONVERSION TO FEDERAL FUNDS
    It is the Fund's policy to be as fully invested as possible so that maximum
    interest may be earned. To this end, all payments from shareholders must be
    in federal funds or be converted into federal funds before shareholders
    begin to earn dividends. Federated Services Company acts as the
    shareholder's agent in depositing checks and converting them to federal
    funds.




    PURCHASES BY SALES REPRESENTATIVES, DIRECTORS, AND EMPLOYEES OF THE FUND
    Directors, employees, and sales representatives of the Fund, Federated
    Global Research Corp., and Federated Securities Corp. or their affiliates,
    or any investment dealer who has a sales agreement with Federated
    Securities Corp. and their spouses and children under 21, may buy Class A
    Shares at net asset value without a sales load. Shares may also be sold
    without a sales load to trusts or pension or profit-sharing plans for these
    people.
    These sales are made with the purchaser's written assurance that the
    purchase is for investment purposes and that the securities will not be
    resold except through redemption by the Fund.
    DETERMINING NET ASSET VALUE

    Net asset value generally changes each day. The days on which net asset
    value is calculated by the Fund are described in each prospectus.
    DETERMINING MARKET VALUE OF SECURITIES
    Market values of the Fund's portfolio securities, other than options, are
    determined as follows:
      o 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;
      o in the absence of recorded sales for equity securities, according to
        the mean between the last closing bid and asked prices;




      o for bonds and other fixed income securities, as determined by an
        independent pricing service;
      o for short-term obligations, according to the prices as furnished by an
        independent pricing service, except that short-term obligations with
        remaining maturities of less than 60 days at the time of purchase may
        be valued at amortized cost; and
      o for all other securities, at fair value as determined in good faith by
        the Directors.
    Prices provided by independent pricing services may be determined without
    relying exclusively on quoted prices and may consider: insititutional
    trading in similar groups of securities, yield, quality, coupon rate,
    maturity, type of issue, trading characteristics, and other market data.
    The Fund will value futures contracts and options at their market values
    established by the exchanges on which they are traded at the close of
    trading on such exchanges unless the Directors determine in good faith that
    another method of valuing such investments is necessary.
    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 Fund values 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 Directors,
    although the actual calculation may be done by others.
    REDEEMING SHARES

    The Fund redeems Shares at the next computed net asset value, less any
    applicable contingent deferred sales charge, after the Fund receives the
    redemption request. Redemption procedures are explained in each prospectus
    under "How To Redeem Shares." Although the transfer agent does not charge
    for telephone redemptions, it reserves the right to charge a fee for the
    cost of wire-transferred redemptions of less than $5,000.
    Class B Shares redeemed within six years of purchase and Class C Shares and
    applicable Class A Shares redeemed within one year of purchase may be
    subject to a contingent deferred sales charge. The amount of the contingent
    deferred sales charge is based upon the amount of the administrative fee
    paid at the time of purchase by the distributor to the financial
    institution for services rendered, and the length of time the investor
    remains a shareholder in the Fund. Should financial institutions elect to




    receive an amount less than the administrative fee that is stated in the
    prospectus for servicing a particular shareholder, the contingent deferred
    sales charge and/or holding period for that particular shareholder will be
    reduced accordingly.
    Since portfolio securities of the Fund may be traded on foreign exchanges
    which trade on Saturdays or on holidays on which the Fund will not make
    redemptions, the net asset value of each class of Shares of the Fund may be
    significantly affected on days when shareholders do not have an opportunity
    to redeem their Shares.
    REDEMPTION IN KIND
    Although the Corporation 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 Fund's
    portfolio.  To the extent available, such securities will be readily
    marketable.
    The Corporation has elected to be governed by Rule 18f-1 of the Investment
    Company Act of 1940, as amended, under which the Corporation 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.
    Any redemption beyond this amount will also be in cash unless the Directors
    determine that payment should be in kind.  In such a case, the Fund will




    pay all or a portion of the remainder of the redemption in portfolio
    instruments, valued in the same way as the Fund determines net asset value.
    The portfolio instruments will be selected in a manner that the Directors
    deem fair and equitable.
    Redemption in kind is not as liquid as a cash redemption.  If redemption is
    made in kind, shareholders receiving their securities and selling them
    before their maturity could receive less than the redemption value of their
    securities and could incur certain transaction costs.
    TAX STATUS

    THE FUND'S TAX STATUS
    The Fund will pay no federal income tax because it expects to meet the
    requirements of Subchapter M of the Internal Revenue Code of 1986, as
    amended, applicable to regulated investment companies and to receive the
    special tax treatment afforded to such companies. To qualify for this
    treatment, the Fund must, among other requirements:
      o derive at least 90% of its gross income from dividends, interest, and
        gains from the sale of securities;
      o derive less than 30% of its gross income from the sale of securities
        held less than three months;
      o invest in securities within certain statutory limits; and
      o distribute to its shareholders at least 90% of its net income earned
        during the year.




    However, the Fund 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 Fund upon disposition of PFIC
    investments.
    FOREIGN TAXES
    Investment income on certain foreign securities in which the Fund 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 Fund 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 Fund's dividends, and any
    short-term capital gains, are taxable as ordinary income.
     CAPITAL GAINS
     Shareholders will pay federal tax at capital gains rates on long-term
     capital gains distributed to them regardless of how long they have held the
     Fund Shares.
    TOTAL RETURN

    The average annual total return for each class of Shares of the Fund is the
    average compounded rate of return for a given period that would equate a
    $1,000 initial investment to the ending redeemable value of that




    investment. The ending redeemable value is computed by multiplying the
    number of Shares owned at the end of the period by the 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, less any applicable sales load, adjusted over the
    period by any additional Shares, assuming the annual reinvestment of all
    dividends and distributions.
    Any applicable contingent deferred sales charge is deducted from the ending
    value of the investment based on the lesser of the original purchase price
    or the net asset value of Shares redeemed.
    YIELD

    The yield for each class of Shares of the Fund is determined by dividing
    the net investment income per share (as defined by the Securities and
    Exchange Commission) earned by any class of Shares over a thirty-day period
    by the maximum offering price per share of the respective class on the last
    day of the period. This value is annualized using semi-annual compounding.
    This means that the amount of income generated during the thirty-day period
    is assumed to be generated each month over a 12-month period and is
    reinvested every six months. The yield does not necessarily reflect income
    actually earned by the Fund because of certain adjustments required by the
    Securities and Exchange Commission and, therefore, may not correlate to the
    dividends or other distributions paid to the shareholders.




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

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




    offering price. The financial publications and/or indices which the Fund
    uses in advertising may include:
      o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P
        500), 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 S & P 500 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.
      o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
        categories by making comparative calculations using total return. Total
        return assumes the reinvestment of all capital gains distributions and
        income dividends and takes into account any change in net asset value
        over a specified period of time. From time to time, the Fund will quote
        its Lipper ranking in the "European region funds" category in
        advertising and sales literature.
      o MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDICES, including, among
        others, the Morgan Stanley Capital International Europe, Australia, Far
        East Index ("EAFE Index").  The EAFE Index is an unmanaged index of
        more than 1,000 companies of Europe, Australia, and the Far East.




      o IBBOTSON ASSOCIATES INTERNATIONAL BOND INDEX, which provides a detailed
        breakdown of local market and currency returns since 1960.
      o BEAR STEARNS FOREIGN BOND INDEX, which provides simple average returns
        for individual countries and GNP-weighted index, beginning in 1975.
        The returns are broken down by local market and currency.
      o MORNINGSTAR, INC. , an independent rating service, is the publisher of
        the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
        1,000 NASDAQ-listed mutual funds of all types, according to their risk-
        adjusted returns. The maximum rating is five stars, and ratings are
        effective for two weeks.
    From time to time, the Fund may quote information including but not limited
    to data regarding:  individual countries, regions, world stock exchanges,
    and economic and demographic statistics from sources deemed reliable.
    Advertisements and other sales literature for any class of Shares may quote
    total returns which are calculated on non-standardized base periods. These
    total returns also represent the historic change in the value of an
    investment in any  class of Shares based on annual reinvestment of
    dividends over a specified period of time.
    From time to time as it deems appropriate, the Fund may advertise the
    performance of any class of Shares using charts, graphs, and descriptions,
    compared to federally insured bank products including certificates of
    deposit and time deposits and to money market funds using the Lipper




    Analytical Services money market instruments average. In addition,
    advertising and sales literature for the Fund may use charts and graphs to
    illustrate the principles of dollar-cost averaging and may disclose the
    amount of dividends paid by the Fund over certain periods of time.
    Advertisements may quote performance information which does not reflect the
    effect of the sales load on Class A Shares.
    ABOUT FEDERATED INVESTORS

    Federated Investors ("Federated") is dedicated to meeting investor needs
    which is reflected in its investment decision making-structured,
    straightforward, and consistent.  This has resulted in a history of
    competitive performance with a range of competitive investment products
    that have gained the confidence of thousands of clients and their
    customers.
    The company's disciplined security selection process is firmly rooted in
    sound methodologies backed by fundamental and technical research.
    Investment decisions are made and executed by teams of portfolio managers,
    analysts, and traders dedicated to specific market sectors.
In the equity sector, Federated has more than 25 years' experience.  As of
December 31, 1994, Federated managed 15 equity funds totaling approximately $4
billion in assets across growth, value, equity income, international, index and
sector (i.e. utility) styles.  Federated's value-oriented management style




combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.
    J. Thomas Madden, Executive Vice President, oversees Federated's equity and
    high yield corporate bond management while William D. Dawson, Executive
    Vice President, oversees Federated's domestic fixed income management.
    Henry A. Frantzen, Executive Vice President, oversees the management of
    Federated's international portfolios.
    MUTUAL FUND MARKET
    Twenty-seven percent of American households are pursuing their financial
    goals through mutual funds. These investors, as well as businesses and
    institutions, have entrusted over $2 trillion to the more than 5,500 funds
    available.*
    Federated Investors, through its subsidiaries, distributes mutual funds for
    a variety of investment applications.  Specific markets include:
    INSTITUTIONAL
    Federated meets the needs of more than 4,000 institutional clients
    nationwide by managing and servicing separate accounts and mutual funds for
    a variety of applications, including defined benefit and defined
    contribution programs, cash management, and asset/liability management.
    Institutional clients include corporations, pension funds, tax-exempt
    entities, foundations/endowments, insurance companies, and investment and




    financial advisors.  The marketing effort to these  institutional clients
    is headed by John B. Fisher, President, Institutional Sales Division.
    TRUST ORGANIZATIONS
    Other institutional clients include close relationships with more than
    1,500 banks and trust organizations.  Virtually all of the trust divisions
    of the top 100 bank holding companies use Federated funds in their clients'
    portfolios.  The marketing effort to trust clients is headed by Mark R.
    Gensheimer, Executive Vice President, Bank Marketing & Sales.
    BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.
    *source:  Investment Company Institute


    APPENDIX

    STANDARD AND POOR'S RATINGS GROUP LONG TERM DEBT RATING DEFINITIONS
    AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's
    Ratings Group. Capacity to pay interest and repay principal is extremely
    strong.




    AA--Debt rated AA has a very strong capacity to pay interest and repay
    principal and differs from the higher rated issues only in small degree.
    A--Debt rated A has a strong capacity to pay interest and repay principal
    although it is somewhat more susceptible to the adverse effects of changes
    in circumstances and economic conditions than debt in higher rated
    categories.
    BBB--Debt rated BBB is regarded as having an adequate capacity to pay
    interest and repay principal. Whereas it normally exhibits adequate
    protection parameters, adverse economic conditions or changing
    circumstances are more likely to lead to a weakened capacity to pay
    interest and repay principal for debt in this category than in higher rated
    categories.
    BB--Debt rated BB has less near-term vulnerability to default than other
    speculative issues.  However, it faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which could
    lead to inadequate capacity to meet timely interest and principal payments.
    The BB rating category is also used for debt subordinated to senior debt
    that is assigned an actual or implied BBB- rating.
    B--Debt rated B has a greater vulnerability to default but currently has
    the capacity to meet interest payments and principal 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 a currently identifiable vulnerability to default,
    and is dependent upon favorable business, financial, and economic
    conditions to meet timely payment of interest and repayment of principal.
    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 Standard & Poor's
    Ratings Group 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. LONG TERM BOND RATING DEFINITIONS
    AAA--Bonds which are rated AAA are judged to be of the best quality. They
    carry the smallest degree of investment risk and are generally referred to
    as "gilt edged". Interest payments are protected by a large or by an
    exceptionally stable margin and principal is secure. While the various
    protective elements are likely to change, such changes as can be visualized
    are most unlikely to impair the fundamentally strong position of such
    issues.
    AA--Bonds which are rated AA are judged to be of high quality by all
    standards. Together with the AAA group, they comprise what are generally
    known as high grade bonds. They are rated lower than the best bonds because
    margins of protection may not be as large as in AAA securities or
    fluctuation of protective elements may be of greater amplitude or there may
    be other elements present which make the long-term risks appear somewhat
    larger than in AAA securities.
    A--Bonds which are rated A possess many favorable investment attributes and
    are to be considered as upper medium grade obligations. Factors giving
    security to principal and interest are considered adequate but elements may
    be present which suggest a susceptibility to impairment sometime in the
    future.




    BAA--Bonds which are rated BAA are considered as medium grade obligations,
    (i.e., they are neither highly protected nor poorly secured). Interest
    payments and principal security appear adequate for the present but certain
    protective elements may be lacking or may be characteristically unreliable
    over any great length of time. Such bonds lack outstanding investment
    characteristics and in fact have speculative characteristics as well.
    BA--Bonds which are BA are judged to have speculative elements; their
    future cannot be considered as well assured.  Often the protection of
    interest and principal payments may be very moderate and thereby not well
    safeguarded during both good and bad times over the future.  Uncertainty of
    position characterizes bonds in this class.
    B--Bonds which are rated B generally lack characteristics of a 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 RATING DEFINITIONS
    AAA--Bonds considered to be investment grade and of the highest credit
    quality. The obligor has an exceptionally strong ability to pay interest
    and repay principal, which is unlikely to be affected by reasonably
    foreseeable events.
    AA--Bonds considered to be investment grade and of very high credit
    quality. The obligor's ability to pay interest and repay principal is very
    strong, although not quite as strong as bonds rated AAA. Because bonds
    rated in the AAA and AA categories are not significantly vulnerable to
    foreseeable future developments, short-term debt of these issuers is
    generally rated F-1+.
    A--Bonds considered to be investment grade and of high credit quality. The
    obligor's ability to pay interest and repay principal is considered to be
    strong, but may be more vulnerable to adverse changes in economic
    conditions and circumstances than bonds with higher ratings.
    BBB--Bonds considered to be investment grade and of satisfactory credit
    quality. The obligor's ability to pay interest and repay principal is
    considered to be adequate. Adverse changes in economic conditions and
    circumstances, however, are more likely to have adverse impact on these




    bonds, and therefore, impair timely payment.  The likelihood that the
    ratings of these bonds will fall below investment grade is higher than for
    bonds with higher ratings.
    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 indentifiable 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.
    MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
    PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have a
    superior capacity for repayment of short-term promissory obligations.
    PRIME-1 repayment capacity will normally be evidenced by the following
    characteristics:
    - Leading market positions in well established industries.
    - High rates of return on funds employed.
    - Conservative capitalization structure with moderate reliance on debt and
    ample asset protection.
    - Broad margins in earning coverage of fixed financial charges and high
    internal cash generation.
    - Well established access to a range of financial markets and assured
    sources of alternate liquidity.
    PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have a
    strong capacity for repayment of short-term promissory obligations. This
    will normally be evidenced by many of the characteristics cited above but
    to a lesser degree. Earnings trends and coverage ratios, while sound, will
    be more subject to variation. Capitalization characteristics, while still
    appropriate, may be more affected by external conditions. Ample alternate
    liquidity is maintained.




    STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS
    A-1--This designation indicates that the degree of safety regarding timely
    payment is strong. Those issues determined to possess extremely strong
    safety characteristics are denoted with a plus sign (+)  designation.
    A-2--Capacity for timely payment on issues with this designation is
    satisfactory.  However, the relative degree of safety is not as high as for
    issues designated A-1.
    FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS
    FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded
    as having the strongest degree of assurance for timely payment.
    FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance
    of timely payment only slightly less in degree than the strongest issues.

FEDERATED INTERNATIONAL SMALL COMPANY FUND
(A portfolio of World Investment Series, Inc.)
Class A Shares
Class B Shares
Class C Shares

Combined Prospectus


    The shares of Federated International Small Company Fund (the "Fund")
    represent interests in a diversified portfolio of World Investment Series,
    Inc. (the "Corporation"), an open-end management investment company (a
    mutual fund). The investment objective of the Fund is to provide long-term
    growth of capital.  Any income received from the portfolio is incidental.
    The Fund pursues its investment objective by investing primarily in a
    professionally managed portfolio of equity securities of small foreign
    companies.
    THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF
    ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED
    BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR
    ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES INVESTMENT
    RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
    This prospectus contains the information you should read and know before
    you invest in the Fund. Keep this prospectus for future reference.
    The Fund has also filed a Combined Statement of Additional Information
    dated February 13, 1996, 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, which is in paper form
    only, or a paper copy of this prospectus, if you have received your
    prospectus electronically, free of charge by calling 1-800-235-4669. To
    obtain other information or to make inquiries about the Fund, contact your
    financial institution.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
    TO THE CONTRARY IS A CRIMINAL OFFENSE.
    Prospectus dated February 13, 1996




    Table of Contents will be
    generated when document is
    complete.




                              SUMMARY OF FUND EXPENSES
                     FEDERATED INTERNATIONAL SMALL COMPANY FUND

                                   CLASS A SHARES
                          SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
       ....................................................5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)
      0.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS A SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee (3) .........................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %
          Total Class A Shares Operating Expenses (4).....       %
    (1)

      Class A Shares purchased with the proceeds of a redemption of shares of
      an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made




      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      Class A Shares have no present intention of paying or accruing the 12b-1
      fee during the fiscal year ending November 30, 1996.  If Class A Shares
      were paying or accruing the 12b-1 fee, Class A Shares would be able to
      pay up to 0.25% of its average daily net assets for the 12b-1 fee.  See
      "Corporation Information."
    (4)

      The Total Class A Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

    The purpose of this table is to assist an investor in understanding the
    various costs and expenses that a shareholder of Class A Shares will bear,
    either directly or indirectly.  For more complete descriptions of the
    various costs and expenses, see "Investing in Class A Shares" and




    "Corporation Information."  Wire-transferred redemptions of less than
    $5,000 may be subject to additional fees.

    EXAMPLE                                       1 year  3 years
    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 ..................    $        $
                                                  --       --
    You would pay the following expenses on the same investment,
       assuming no redemption ...............    $        $
                                                  --       --
       The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class A Shares' fiscal year
    ending November 30, 1996.



                              SUMMARY OF FUND EXPENSES
                     FEDERATED INTERNATIONAL SMALL COMPANY FUND

                                   CLASS B 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)(1)
      5.50%




    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS B SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee .............................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %
          Total Class B Shares Operating Expenses (3) (4)..      %
    (1)

      The contingent deferred sales charge is 5.50% in the first year declining
      to 1.00% in the sixth year and 0.00% thereafter.  (See "Contingent
      Deferred Sales Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      Class B Shares convert to Class A Shares (which pay lower ongoing
      expenses) approximately eight years after purchase.
    (4)

      The Total Class B Shares Operating Expenses are estimated to be       %
                                                                      ------




      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class B Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

    The purpose of this table is to assist an investor in understanding the
    various costs and expenses that a shareholder of Class B Shares will bear,
    either directly or indirectly.  For more complete descriptions of the
    various costs and expenses, see "Investing in Class B Shares" and
    "Corporation 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.

    EXAMPLE                                      1 year  3 years
    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 ..................    $        $
                                                  --       --
    You would pay the following expenses on the same investment,
       assuming no redemption ...............    $        $
                                                  --       --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.




    This example is based on estimated data for the Class B Shares' fiscal year
    ending November 30, 1996.


                              SUMMARY OF FUND EXPENSES
                     FEDERATED INTERNATIONAL SMALL COMPANY FUND

                                   CLASS C 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)(1)
      1.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS C SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee .............................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %
          Total Class C Shares Operating Expenses (3)......      %
    (1)




      The contingent deferred sales charge assessed is 1.00% of the lesser of
      the original purchase price or the net asset value of Shares redeemed
      within one year of their purchase date.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      The Total Class C Shares Operating Expenses are estimated to be      %
                                                                      -----
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class C Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

    The purpose of this table is to assist an investor in understanding the
    various costs and expenses that a shareholder of Class C Shares will bear,
    either directly or indirectly.  For more complete descriptions of the
    various costs and expenses, see "Investing in Class C Shares" and
    "Corporation 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.

    EXAMPLE                                      1 year   3 years
    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 ..................    $        $
                                                  --       --
    You would pay the following expenses on the same investment,
       assuming no redemption ...............    $        $
                                                  --       --
    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class C Shares' fiscal year
    ending November 30, 1996.




                                      SYNOPSIS
    The Corporation was established under the laws of the State of Maryland on
    January 25, 1994.  The Corporation's address is Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779.  The Articles of Incorporation permit
    the Corporation to offer separate series of shares representing interests
    in separate portfolios of securities. As of the date of this prospectus,
    the Board of Directors (the "Directors") has established three classes of
    shares for the Fund, known as Class A Shares, Class B Shares, and Class C
    Shares (individually and collectively as the context requires, "Shares").
    Shares of the Fund are designed for individuals and institutions seeking
    long-term growth of capital by investing primarily in a portfolio of equity
    securities of small foreign companies.




    For information on how to purchase Shares of the Fund, please refer to "How
    to Purchase Shares." The minimum initial investment for Class A Shares is
    $500. The minimum initial investment for Class B Shares and Class C Shares
    is $1500. However, the minimum initial investment for a retirement account
    in any class is $50. Subsequent investments in any class must be in amounts
    of at least $100, except for retirement plans which must be in amounts of
    at least $50.
    In general, Class A Shares are sold at net asset value plus an applicable
    sales load and are redeemed at net asset value. However, a contingent
    deferred sales charge is imposed under certain circumstances. For a more
    complete description, see "How to Redeem Shares."
    Class B Shares are sold at net asset value.  A contingent deferred sales
    charge is imposed on certain Shares which are redeemed within six full
    years of purchase.  See "How to Redeem Shares."
    Class C Shares are sold at net asset value. A contingent deferred sales
    charge of 1.00% will be charged on assets redeemed within the first 12
    months following purchase. See "How to Redeem Shares."
    In addition, the Fund pays a shareholder services fee at an annual rate not
    to exceed 0.25% of average daily net assets.
    Additionally, information regarding the exchange privilege offered with
    respect to the Fund and certain other funds for which affiliates of
    Federated Investors serve as investment adviser or principal underwriter
    (the "Federated Funds") can be found under "Exchange Privilege."
    Federated Global Research Corp. is the investment adviser (the "Adviser")
    to the Fund and receives compensation for its services. The Adviser's
    address is 175 Water Street, New York, New York 10038-4965.
    Investors should be aware of the following general observations. The Fund
    may make certain investments and employ certain investment techniques that
    involve risks, including, but not limited to, entering into repurchase




    agreements, lending portfolio securities, investing in restricted and
    illiquid securities, investing in securities on a when-issued and delayed
    delivery basis, writing call options and investing in foreign securities.
    The Fund's current net asset value and offering price can be found in the
    mutual funds section of local newspapers under "Federated Liberty Funds."
                              LIBERTY FAMILY OF FUNDS
    This Fund is a member of a family of mutual funds, collectively known as
    the Liberty Family of Funds. The other funds in the Liberty Family of Funds
    are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Asia Pacific Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Asia
        and the Pacific Rim;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;
      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated European Growth Fund, providing long-term growth of capital
        through investments primarily in the equity securities of European
        companies;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;
      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;




      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated  primarily in foreign currencies;
      o Federated Latin American Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Latin
        America;
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;
      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current  income exempt from federal regular income tax through
        municipal bonds;
      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;
      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;
      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;
      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal,  primarily limited to municipal securities;




      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the state  of Michigan and Michigan municipalities, primarily
        through Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the  Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;
      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and
      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
    Prospectuses for these funds are available by writing to Federated
    Securities Corp.
    Each of the funds may also invest in certain other types of securities as
    described in each fund's prospectus.
    The Liberty Family of Funds provides flexibility and diversification for an
    investor's long-term investment planning. It enables an investor to meet
    the challenges of changing market conditions by offering convenient
    exchange privileges which give access to various investment vehicles and by
    providing the investment services of proven, professional investment
    advisers.
    Shareholders of Class A Shares who have been designated as Liberty Life
    Members are exempt from sales loads on future purchases in and exchanges
    between the Class A Shares of any funds in the Liberty Family of Funds, as
    long as they maintain a $500 balance in one of the Liberty Funds.




                               INVESTMENT INFORMATION
    INVESTMENT OBJECTIVE
    The investment objective of the Fund is to provide long-term growth of
    capital. Any income received from the portfolio is incidental. The
    investment objective cannot be changed without approval of shareholders.
    While there is no assurance that the Fund will achieve its investment
    objective, it endeavors to do so by following the investment policies
    described in this prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing primarily in a
    professionally managed and diversified portfolio of equity securities of
    small foreign companies.  Under normal market conditions, the Fund intends
    to invest at least 65% of its total assets in equity securities of
    companies that have a market capitalization at the time of purchase of $1.5
    billion or less, where market capitalization is calculated by multiplying
    the total number of outstanding shares of common stock of the company by
    the market price of the stock.  The Fund applies a U.S. size standard on an
    international basis.  Therefore, a small company investment outside the
    U.S. might rank above the lowest 20% by market capitalization in local
    markets and, in fact, might in some countries rank among the largest
    companies in terms of capitalization.  These companies will be located in
    at least three foreign countries.
    The Fund expects to diversify investments in markets outside of the United
    States, including markets in Asia, Europe, Latin America, the Indian sub-
    continent, the Middle East and Africa. The Fund may invest in countries
    other than those defined above if, in the opinion of the Fund's investment
    adviser, they offer opportunities to pursue the Fund's investment
    objective.




    Unless indicated otherwise, the investment policies of the Fund may be
    changed by the Directors without the approval of shareholders. Shareholders
    will be notified before any material changes in these policies become
    effective.
                           SMALL CAPITALIZATION COMPANIES
    Small capitalization companies are those companies that have a market
    capitalization of $1.5 billion or less at the time of purchase. Small
    capitalization companies are positioned for rapid growth in revenues or
    earnings and assets, characteristics which may provide for significant
    capital appreciation. Small companies often pay no dividends and current
    income is not a factor in the selection of stocks. Smaller companies often
    have limited product lines, markets, or financial resources, and they may
    be dependent upon one or a few key people for management. (See "Risk
    Considerations of Small Capitalization Companies").
    The Fund has the flexibility to invest in any region of the world. It can
    invest in companies based in emerging markets, typically in the Far East,
    Latin America and Eastern Europe, as well as in firms operating in
    developed economies, such as those of Canada, Japan and Western Europe.
    The Fund applies a U.S. size standard on a global basis.  Therefore, a
    small company investment outside the U.S. might rank above the lowest 20%
    by market capitalization in local markets and, in fact, might in some
    countries rank among the largest companies in terms of capitalization.
                               ACCEPTABLE INVESTMENTS
    The equity securities in which the Fund may invest include common stock,
    preferred stock (either convertible or non-convertible), sponsored or
    unsponsored depositary receipts or shares, and warrants, including other
    substantially similar forms of equity with comparable risk characteristics
    as well as other forms which may be developed in the future.  Securities
    may be purchased on securities exchanges, traded over-the-counter, or have




    no organized market.  The Fund may also purchase corporate and government
    fixed income securities denominated in currencies other than U.S. dollars;
    enter into forward commitments, repurchase agreements and foreign currency
    transactions; maintain reserves in foreign or U.S. money market
    instruments; and purchase options and financial futures contracts.
                             COMMON AND PREFERRED STOCK
    Stocks represent shares of ownership in a company.  Generally, preferred
    stock has a specified dividend and ranks after bonds and before common
    stocks in its claim on income for dividend payments and on assets should
    the company be liquidated.  After other claims are satisfied, common
    stockholders participate in company profits on a pro rata basis; profits
    may be paid out in dividends or reinvested in the company to help it grow.
    Increases and decreases in earnings are usually reflected in a company's
    stock price, so common stocks generally have the greatest appreciation and
    depreciation potential of all corporate securities.  While most preferred
    stocks pay a dividend, the Fund may purchase preferred stock where the
    issuer has omitted, or is in danger of omitting, payment of its dividend.
    Such investments would be made primarily for their capital appreciation
    potential.
    In selecting securities, the investment adviser typically evaluates
    industry trends, a company's financial strength, its competitive position
    in domestic and export markets, technology, recent developments and
    profitability, together with overall growth prospects.  Other
    considerations generally include quality and depth of management,
    government regulation, and availability and cost of labor and raw
    materials.  Investment decisions are made without regard to arbitrary
    criteria as to minimum asset size, debt-equity ratios or dividend history
    of portfolio companies.
                                DEPOSITARY RECEIPTS




    The Fund may invest in foreign issuers by purchasing sponsored or
    unsponsored securities representing underlying international securities
    such as American Depositary Receipts ("ADRs"), American Depositary Shares
    ("ADSs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
    ("GDRs"), Global Depositary Certificates ("GDCs"), International Depositary
    Receipts ("IDRs"), and Russian Depositary Certificates ("RDCs") or
    securities convertible into foreign equity securities.  ADRs and ADSs
    typically are issued by a United States bank or trust company and evidence
    ownership of underlying securities issued by a foreign corporation.  EDRs,
    which are sometimes referred to as Continental Depositary Receipts
    ("CDRs"), GDRs, GDCs, IDRs and RDCs are typically issued by foreign banks
    or trust companies, although they also may be issued by United States banks
    or trust companies, and evidence ownership of underlying securities issued
    by either a foreign or a United States corporation.  ADRs, ADSs, CDRs,
    EDRs, GDRs, GDCs, IDRs, and RDCs are collectively known as "Depositary
    Receipts."  Depositary Receipts may be available for investment through
    "sponsored" or "unsponsored" facilities.  A sponsored facility is
    established jointly by the issuer of the security underlying the receipt
    and a depositary, whereas an unsponsored facility may be established by a
    depositary without participation by the issuer of the receipt's underlying
    security.  Holders of an unsponsored Depositary Receipt generally bear all
    the costs of the unsponsored facility.  The depositary of an unsponsored
    facility frequently is under no obligation to distribute shareholder
    communications received from the issuer of the deposited security or to
    pass through to the holders of the receipts voting rights with respect to
    the deposited securities.
                                  DEBT SECURITIES
    In pursuit of the Fund's objective of long-term growth of capital, the Fund
    may invest up to 35% of its total assets in debt securities. Capital




    appreciation in debt securities may arise as a result of favorable changes
    in the creditworthiness of issuers, relative interest rate levels, or
    relative foreign exchange rates. Any income received from debt securities
    will be incidental to the Fund's objective of long-term growth of capital.
    These debt obligations consist of U.S. and foreign government securities
    and corporate debt securities, including, but not limited to, Samurai and
    Yankee bonds, Eurobonds and depositary receipts.  The issuers of such debt
    securities may or may not be domiciled in emerging countries.
    The debt securities in which the Fund may invest may be rated, at the time
    of purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or
    Fitch Investors Service ("Fitch") or Ba or lower by Moody's Investors
    Service, Inc. ("Moody's"), or, if unrated, are of comparable quality as
    determined by the investment adviser. The prices of fixed income securities
    generally fluctuate inversely to the direction of interest rates.


                               CONVERTIBLE SECURITIES
    The Fund may invest in convertible securities rated, at the time of
    purchase, BB or lower by S&P or Fitch or Ba or lower by Moody's, or, if
    unrated, are of comparable quality as determined by the investment adviser.
    (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.)
    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 bonds, convertible
    preferred stock or debentures, units consisting of "usable" bonds and
    warrants or a combination of the features of several of these securities.




    The investment characteristics of each convertible security vary widely,
    which allows convertible securities to be employed for a variety of
    different investment strategies.  In selecting a convertible security, the
    investment adviser evaluates the investment characteristics of the
    convertible security as a fixed income investment, and the investment
    potential of the underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
    Due to restrictions on direct investment by foreign entities in certain
    foreign countries, investments in other investment companies may be the
    most practical or only manner in which the Fund can participate in the
    securities markets of such countries.  The Fund may also invest in other
    investment companies for the purpose of investing its short term cash on a
    temporary basis.  The Fund may invest up to 10% of its total assets in the
    securities of other investment companies. 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.  Restricted securities may be issued
    by new and early stage companies which may include a high degree of
    business and financial risk that can result in substantial losses.  As a
    result of the absence of a public trading market for these securities, they
    may be less liquid than publicly traded securities.  Although these
    securities may be resold in privately negotiated transactions, the prices
    realized from these sales could be less than those originally paid by the




    Fund, or less than what may be considered the fair value of such
    securities.  Further, companies whose securities are not publicly traded
    may not be subject to the disclosure and other investor protection
    requirements which might be applicable if their securities were publicly
    traded.  If such securities are required to be registered under the
    securities laws of one or more jurisdictions before being resold, the Fund
    may be required to bear the expense of registration.  The Fund will limit
    investments in illiquid securities, including certain restricted securities
    not determined by the Directors to be liquid, over-the counter options,
    swap agreements not determined to be liquid, and repurchase agreements
    providing for settlement in more than seven days after notice, to 15% of
    its net assets.
                               REPURCHASE AGREEMENTS
    The Fund may invest in repurchase agreements.  Repurchase agreements are
    arrangements by which the Fund purchases a security for cash and obtains a
    simultaneous commitment from the seller (usually a bank or broker/dealer)
    to repurchase the security at an agreed-upon price and specified future
    date.  The repurchase price reflects an agreed-upon interest rate for the
    time period of the agreement.  The Fund's risk is the inability of the
    seller to pay the agreed-upon price on the delivery date.  However, this
    risk is tempered by the ability of the Fund to sell the security in the
    open market in the case of a default.  In such a case, the Fund may incur
    costs in disposing of the security which would increase Fund expenses.  The
    investment adviser will monitor the creditworthiness of the firms with
    which the Fund enters into repurchase agreements.
                   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 different times in the




    future. 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 investment
    adviser deems it appropriate to do so. In addition, the Fund may enter into
    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates.  The Fund may realize short-term profits
    or losses upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
    In order to generate additional income, the Fund may lend portfolio
    securities on a short-term or long-term basis, 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 investment adviser has determined are creditworthy under guidelines
    established by the Directors and will receive collateral in the form of
    cash or U.S. government securities equal to at least 100% of the value of
    the securities loaned at all times.
    There is the risk that when lending portfolio securities, the securities
    may not be available to the Fund on a timely basis and the Fund may,
    therefore, lose the opportunity to sell the securities at a desirable
    price.  In addition, in the event that a borrower of securities would file
    for bankruptcy or become insolvent, disposition of the securities may be
    delayed pending court action.
                               TEMPORARY INVESTMENTS




    For temporary defensive purposes, when the investment adviser determines
    that market conditions warrant (up to 100% of total assets) and to maintain
    liquidity (up to 20% of total assets), the Fund may invest in U.S. and
    foreign debt instruments as well as cash or cash equivalents, including
    foreign and domestic money market instruments, short-term government and
    corporate obligations, and repurchase agreements.
                                FORWARD COMMITMENTS
    Forward commitments are contracts to purchase securities for a fixed price
    at a date beyond customary settlement time.  The Fund may enter into these
    contracts if liquid securities in amounts sufficient to meet the purchase
    price are segregated on the Fund's records at the trade date and maintained
    until the transaction has been settled.  Risk is involved if the value of
    the security declines before settlement.  Although the Fund enters into
    forward commitments with the intention of acquiring the security, it may
    dispose of the commitment prior to settlement and realize short-term profit
    or loss.
                           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 (i.e., 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.  Further, the Fund may be affected either
    unfavorably or favorably by fluctuations in the relative rates of exchange
    between the currencies of different nations.  Cross-hedging transactions by
    the Fund involve the risk of imperfect correlation between changes in the
    values of the currencies to which such transactions relate and changes in
    the value of the currency or other asset or liability that is the subject
    of the hedge.
                    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 60 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 investment adviser will consider the




    likelihood of changes in currency values when making investment decisions,
    the investment 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 value of
    the Fund's assets denominated in that currency at the time the contract was
    initiated, but as consistent with their other investment policies and as
    not otherwise limited in their ability to use this strategy.


                                      OPTIONS
    The Fund may deal in options on foreign currencies, securities, and
    securities indices, and on futures contracts involving these items, which
    options may be listed for trading on an international securities exchange
    or traded over-the-counter.  The Fund may use options to manage interest
    rate and currency risks.  The Fund may also write covered call options and
    secured put options to generate income or lock in gains.  The Fund may
    write covered call options and secured put options on up to 25% of its net
    assets and may purchase put and call options provided that no more than 5%
    of the fair market value of its net assets may be invested in premiums on
    such options.
    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 the 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 nonperformance 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.
    It is not certain that a secondary market for positions in options, or
    futures contracts (see below), 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.
                           FUTURES AND OPTIONS ON FUTURES
    The Fund may enter into futures contracts involving foreign currency,
    securities, and securities indices, or options thereon, for bona fide
    hedging purposes.  The Fund may also enter into such futures contracts or
    related options for purposes other than bona fide hedging if the aggregate
    amount of initial margin deposits exclusive of the margin needed for
    foreign currency hedging, on the Fund's futures and related options
    positions would not exceed 5% of the net liquidation value of the Fund's




    assets, provided further that in the case of an option that is in-the-money
    at the time of the purchase, the in-the-money amount may be excluded in
    calculating the 5% limitation.  In addition, the Fund may not sell futures
    contracts if the value of such futures contracts exceeds the total market
    value of the Fund's portfolio securities.  Futures contracts and options
    thereon sold by the Fund are generally subject to segregation and coverage
    requirements established by either the Commodities Futures Trading
    Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with
    the result that, if the Fund does not hold the instrument underlying the
    futures contract or option, the Fund will be required to segregate on an
    ongoing basis with its custodian cash, U.S. government securities, or other
    liquid high grade debt obligations in an amount at least equal to the
    Fund's obligations with respect to such instruments.
    The Fund may enter into securities index futures contracts and purchase and
    write put and call options on securities index futures contracts that are
    traded on regulated exchanges, including non-U.S. exchanges, to the extent
    permitted by the CFTC.  Securities index futures contracts are based on
    indexes that reflect the market value of securities 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 enter into securities index futures contracts to sell a
    securities index in anticipation of or during a market decline to attempt
    to offset the decrease in market value of securities in its portfolio that
    might otherwise result.  When the Fund is not fully invested and
    anticipates a significant market advance, it may enter into futures
    contracts to purchase the index in order to gain rapid market exposure that




    may in part or entirely offset increases in the cost of securities that it
    intends to purchase.  In many of these transactions, the Fund will purchase
    such securities upon termination of the futures position but, depending on
    market conditions, a futures position may be terminated without the
    corresponding purchases of common stock.  The Fund may also invest in
    securities index futures contracts when the investment adviser believes
    such investment is more efficient, liquid, or cost-effective than investing
    directly in the securities underlying the index.
    An option on a securities index futures contract gives the purchaser the
    right, in return for the premium paid, to assume a position in a securities
    index futures contract.  The Fund may purchase and write put and call
    options on securities index futures contracts in order to hedge all or a
    portion of its investment and may enter into closing purchase transactions
    with respect to written options in order to terminate existing positions.
    There is no guarantee that such closing transactions can be effected.  The
    Fund may also invest in options on securities index futures contracts when
    the investment adviser believes such investment is more efficient, liquid
    or cost-effective than investing directly in the futures contract or in the
    securities underlying the index, or when the futures contract or underlying
    securities are not available for investment upon favorable terms.
    The use of futures and related options involves special consideration and
    risks, for example, (1) the ability of the Fund to utilize futures
    successfully will depend on the investment adviser's ability to predict
    pertinent market movements; (2) there might be imperfect correlation, or
    even no correlation, between the change in market value of the securities
    held by the Fund and the prices of the futures and options thereon relating
    to the securities purchased or sold by the Fund.  The use of futures and
    related options may reduce risk of loss by wholly or partially offsetting
    the negative effect of unfavorable price movements but they can also reduce




    the opportunity for gain by offsetting the positive effect of favorable
    price movements in positions.  No assurance can be given that the
    investment adviser's judgment in this respect will be correct.
    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.
    New futures contracts, options thereon, and other financial products and
    risk management techniques continue to be developed.  The Fund may use
    these investments and techniques to the extent consistent with its
    investment objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
    As one way of managing its exposure to different types of investments, the
    Fund may enter into interest rate swaps, currency swaps, and other types of
    swap agreements such as caps, collars, and floors.  Depending on how they
    are used, swap agreements may increase or decrease the overall volatility
    of the Fund's investments, its share price and yield.
    Swap agreements are sophisticated hedging instruments that typically
    involve a small investment of cash relative to the magnitude of risks
    assumed.  As a result, swaps can be highly volatile and may have a
    considerable impact on the Fund's performance.  Swap agreements are subject
    to risks related to the counterparty's ability to perform, and may decline
    in value if the counterparty's creditworthiness deteriorates.  The Fund may
    also suffer losses if it is unable to terminate outstanding swap agreements
    to reduce its exposure through offsetting transactions.  When the Fund




    enters into a swap agreement, assets of the Fund equal to the value of the
    swap agreement will be segregated by the Fund.
                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
    Investing in non-U.S. securities carries substantial risks in addition to
    those associated with domestic investments.  In an attempt to reduce some
    of these risks, the Fund diversifies its investments broadly among foreign
    countries which may include both developed and developing countries.
    The Fund may take advantage of the unusual opportunities for higher returns
    available from investing in developing countries.  These investments carry
    considerably more volatility and risk because they generally are associated
    with less mature economies and less stable political systems.
    The economies of foreign countries may differ from the U.S. economy in such
    respects as growth of gross domestic product, rate of inflation, currency
    depreciation, capital reinvestment, resource self-sufficiency, and balance
    of payments position.  Further, the economies of developing countries
    generally are heavily dependent on international trade and, accordingly,
    have been, and may continue to be, adversely affected by trade barriers,
    exchange controls, managed adjustments in relative currency values, and
    other protectionist measures imposed or negotiated by the countries with
    which they trade.  These economies also have been, and may continue to be,
    adversely affected by economic conditions in the countries with which they
    trade.
    Prior governmental approval for foreign investments may be required under
    certain circumstances in some countries, and the extent of foreign
    investment in certain debt securities and domestic companies may be subject
    to limitation.  Foreign ownership limitations also may be imposed by the
    charters of individual companies to prevent, among other concerns,
    violation of foreign investment limitations.




    Repatriation of investment income, capital, and the proceeds of sales by
    foreign investors may require governmental registration and/or approval in
    some countries.  The Fund could be adversely affected by delays in, or a
    refusal to grant, any required governmental registration or approval for
    such repatriation.  Any investment subject to such repatriation controls
    will be considered illiquid if it appears reasonably likely that this
    process will take more than seven days.
    With respect to any foreign country, there is the possibility of
    nationalization, expropriation or confiscatory taxation, political changes,
    governmental regulation, social instability or diplomatic developments
    (including war) which could affect adversely the economies of such
    countries or the value of the Fund's investments in those countries.  In
    addition, it may be difficult to obtain and enforce a judgment in a court
    outside of the United States.
    Brokerage commissions, custodial services, and other costs relating to
    investment may be more expensive than in the United States.  Foreign
    markets may have different clearance and settlement procedures such as
    requiring payment for securities before delivery. In certain markets there
    have been times when settlements have been unable to keep pace with the
    volume of securities transactions, making it difficult to conduct such
    transactions.  The inability of the Fund to make intended security
    purchases due to settlement problems could cause the Fund to miss
    attractive investment opportunities.  Inability to dispose of a portfolio
    security due to settlement problems could result either in losses to the
    Fund due to subsequent declines in value of the portfolio security or, if
    the Fund has entered into a contract to sell the security, could result in
    possible liability to the purchaser.
    CURRENCY RISKS.  Because the majority of 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 Fund assets
    denominated in the currency will increase; correspondingly, if the value of
    a foreign currency declines against the U.S. dollar the value of Fund
    assets denominated in that currency will decrease.  Under the United States
    Internal Revenue Code, as amended (the "Code"), the Fund is required to
    separately account for the foreign currency component of gains or losses,
    which will usually be viewed under the Code as items of ordinary and
    distributable income or loss, thus affecting the Fund's distributable
    income. (See "Federal Income Tax").
    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 Fund
    values its assets daily in U.S. dollars, the Fund will not convert its
    holdings of foreign currencies to U.S. dollars daily. When the Fund
    converts its holdings to another currency, it may incur conversion costs.
    Foreign exchange dealers may realize a profit on the difference between the
    price at which they buy and sell currencies.
    FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
    companies include:
    . less publicly available information about foreign issuers;
    . credit risks associated with certain foreign governments;
    . the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;




    . less readily available market quotations on foreign issues;
    . differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
    . differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
    . the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
    . the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
    . foreign brokerage commissions may be higher;
    . unreliable mail service between countries;
    . political or financial changes which adversely affect investments in some
      countries;
    . increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
    . certain markets may require payment for securities before delivery;
    . religious and ethnic instability; and
    . certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
    U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
    discouraged or restricted certain investments abroad by investors such as
    the Fund.  Investors are advised that when such policies are instituted,
    the Fund will abide by them.
               RISK CONSIDERATIONS OF SMALL CAPITALIZATION COMPANIES
    There is typically less publicly available information concerning foreign
    and smaller companies than for domestic and larger, more established




    companies. Some small companies have limited product lines, distribution
    channels and financial and managerial resources. Also, because smaller
    companies normally have fewer shares outstanding than larger companies and
    trade less frequently, it may be more difficult for the Fund to buy and
    sell significant amounts of such shares without an unfavorable impact on
    prevailing market prices. Some of the companies in which the Fund may
    invest may distribute, sell or produce products which have recently been
    brought to market and may be dependent on key personnel with varying
    degrees of experience.
    As with other mutual funds that invest primarily in equity securities, the
    Fund is subject to market risks. That is, the possibility exists that
    common stocks will decline over short or even extended periods of time.
    However, because the Fund invests primarily in small capitalization stocks,
    there are some additional risks factors associated with investments in the
    Fund. In particular, stocks in the small capitalization sector may be more
    volatile in price than larger capitalization stocks. This is because, among
    other things, small companies have less certain growth prospects than
    larger companies; have a lower degree of liquidity in the equity market;
    and tend to have a greater sensitivity to changing economic conditions.
    Further, in addition to exhibiting greater volatility, the stocks of small
    companies may, to some degree, fluctuate independently of the stocks of
    large companies. That is, the stocks of small companies may decline in
    price as the prices of large company stocks rise or vice versa. Therefore,
    investors should expect that the Fund will be more volatile than, and may
    fluctuate independently of broad stock market indices.
                      RISK CONSIDERATIONS IN  EMERGING MARKETS
    Investing in securities of issuers in emerging market countries involves
    exposure to significantly higher risk than investing in countries with
    developed markets. Emerging market countries may have economic structures




    that are generally less diverse and mature and political systems that can
    be expected to be less stable than those of developed countries.
    Securities prices in emerging market countries can be significantly more
    volatile than in developed countries, reflecting the greater uncertainties
    of investing in lesser developed markets and economies. In particular,
    emerging market countries may have relatively unstable governments, and may
    present the risk of nationalization of businesses, expropriation,
    confiscatory taxation or, in certain instances, reversion to closed market,
    centrally planned economies. Such countries may also have restrictions on
    foreign ownership or prohibitions on the repatriation of assets, and may
    have less protection of property rights than developed countries.
    The economies of emerging market countries may be predominantly based on
    only a few industries or dependent on revenues from particular commodities
    or on international aid or development assistance, may be highly vulnerable
    to changes in local or global trade conditions, and may suffer from extreme
    and volatile debt burdens or inflation rates. In addition, securities
    markets in emerging market countries may trade a small number of securities
    and may be unable to respond effectively to increases in trading volume,
    potentially resulting in a lack of liquidity and in volatility in the price
    of securities traded on those markets. Also, securities markets in emerging
    market countries typically offer less regulatory protection for investors.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES
    The debt securities in which the Fund invests are usually not in the three
    highest rating categories of a nationally recognized statistical rating
    organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for
    Moody's), but are in the lower rating categories or are unrated, but are of
    comparable quality and have speculative characteristics or are speculative.
    Lower-rated bonds or unrated bonds are commonly referred to as "junk
    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 debt securities rated in the lowest rating category.
    A description of the rating categories is contained in the Appendix to the
    Combined Statement of Additional Information.
    Debt obligations that are not determined to be investment grade are high-
    yield, high-risk bonds, typically subject to greater market fluctuations
    and greater risk of loss of income and principal due to an issuer's
    default.  To a greater extent than investment grade bonds, lower-rated
    bonds tend to reflect short-term corporate, economic, and market
    developments, as well as investor perceptions of the issuer's credit
    quality.  In addition, lower-rated bonds  may be more difficult to dispose
    of or to value than higher-rated, lower-yielding bonds.
    The Fund's investment adviser attempts to reduce the risks described above
    through diversification of the portfolio and by credit analysis of each
    issuer as well as by monitoring broad economic trends and corporate and
    legislative developments.
    INVESTMENT LIMITATIONS
    The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set
        date) or pledge securities except,  under certain circumstances, the
        Fund may borrow up to one-third of the value  of its total assets and
        pledge its assets to secure such borrowings; or
      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase




        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
    The above investment limitations cannot be changed without shareholder
    approval.
                                  NET ASSET VALUE
    The Fund's net asset value per Share fluctuates. The net asset value for
    Shares is determined by adding the interest of each class of Shares in the
    market value of all securities and other assets of the Fund, subtracting
    the interest of each class of Shares in the liabilities of the Fund and
    those attributable to each class of Shares, and dividing the remainder by
    the total number of each class of Shares outstanding. The net asset value
    for each class of Shares may differ due to the variance in daily net income
    realized by each class. Such variance will reflect only accrued net income
    to which the shareholders of a particular class are entitled.
    The net asset value of each class of Shares of the Fund is determined as of
    the close of trading (normally 4:00 p.m., Eastern time) on the New York
    Stock Exchange, Monday through Friday, except on: (i) days on which there
    are not sufficient changes in the value of the Fund's portfolio securities
    that its net asset value might be materially affected; (ii) days during
    which no Shares are tendered for redemption and no orders to purchase
    Shares are received; or (iii) the following holidays: New Year's Day,
    Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
    Thanksgiving Day, and Christmas Day.
                               INVESTING IN THE FUND
    The Fund offers investors three classes of Shares that carry sales loads
    and contingent deferred sales charges in different forms and amounts and
    which bear different levels of expenses.
                                   CLASS A SHARES




    An investor who purchases Class A Shares pays a maximum sales load of 5.50%
    at the time of purchase. As a result, Class A Shares are not subject to any
    charges when they are redeemed (except for special programs offered under
    "Purchases with Proceeds From Redemptions of Unaffiliated Investment
    Companies"). Certain purchases of Class A Shares are not subject to a sales
    load. See "Investing in Class A Shares." Certain purchases of Class A
    Shares qualify for reduced sales loads. See "Reducing or Eliminating the
    Sales Load." Class A Shares have no conversion feature.
                                   CLASS B SHARES
    Class B Shares are sold without an initial sales load, but are subject to a
    contingent deferred sales charge of up to 5.50% if redeemed within six full
    years following purchase. Class B Shares also bear a higher 12b-1 fee than
    Class A Shares. Class B Shares will automatically convert into Class A
    Shares, based on relative net asset value, on or around the fifteenth of
    the month eight full years after the purchase date. Class B Shares provide
    an investor the benefit of putting all of the investor's dollars to work
    from the time the investment is made, but (until conversion) will have a
    higher expense ratio and pay lower dividends than Class A Shares due to the
    higher 12b-1 fee.


                                   CLASS C SHARES
    Class C Shares are sold without an initial sales load, but are subject to a
    1.00% contingent deferred sales charge on assets redeemed within the first
    12 months following purchase. Class C Shares provide an investor the
    benefit of putting all of the investor's dollars to work from the time the
    investment is made, but will have a higher expense ratio and pay lower
    dividends than Class A Shares due to the higher 12b-1 fee. Class C Shares
    have no conversion feature.




                               HOW TO PURCHASE SHARES
    Shares of the Fund are sold on days on which the New York Stock Exchange is
    open. Shares of the Fund may be purchased as described below, either
    through a financial institution (such as a bank or broker/dealer which has
    a sales agreement with the distributor) or by wire or by check directly to
    the Fund, with a minimum initial investment of $500 for Class A Shares and
    $1,500 for Class B Shares and Class C Shares. Additional investments can be
    made for as little as $100. The minimum initial and subsequent investment
    for retirement plans is only $50. (Financial institutions may impose
    different minimum investment requirements on their customers.)
    In connection with any sale, Federated Securities Corp. may from time to
    time offer certain items of nominal value to any shareholder or investor.
    The Fund reserves the right to reject any purchase request. An account must
    be established at a financial institution or by completing, signing, and
    returning the new account form available from the Fund before Shares can be
    purchased.
    INVESTING IN CLASS A SHARES
    Class A Shares are sold at their net asset value next determined after an
    order is received, plus a sales load as follows:
                                                   SALES LOAD AS   DEALER
                                    SALES LOAD AS  A PERCENTAGE  CONCESSION
                                    A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF                     OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION                      PRICE       INVESTED     OFFERING PRICE
    Less than $50,000                    5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%       4.00%
    $100,000 but less than $250,000      3.75%          3.90%       3.25%
    $250,000 but less than $500,000      2.50%          2.56%       2.25%
    $500,000 but less than $1 million    2.00%          2.04%       1.80%
    $1 million or greater                0.00%        0.00%          0.25%*
    * See sub-section entitled "Dealer Concession."
    No sales load is imposed for Class A Shares purchased through bank trust
    departments, investment advisers registered under the Investment Advisers
    Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or to shareholders designated as
    Liberty Life Members. However, investors who purchase Shares through a
    trust department, investment adviser, or retirement plan may be charged an
    additional service fee by the institution. Additionally, no sales load is
    imposed for Class A Shares purchased through "wrap accounts" or similar
    programs, under which clients pay a fee or fees for services.
                                 DEALER CONCESSION
    For sales of Class A Shares, a dealer will normally receive up to 90% of
    the applicable sales load. Any portion of the sales load which is not paid
    to a dealer will be retained by the distributor. However, the distributor
    may offer to pay dealers up to 100% of the sales load retained by it. Such
    payments may take the form of cash or promotional incentives, such as
    reimbursement of certain expenses of qualified employees and their spouses
    to attend informational meetings about the Fund or other special events at
    recreational-type facilities, or items of material value. In some
    instances, these incentives will be made available only to dealers whose
    employees have sold or may sell a significant amount of Shares. On
    purchases of $1 million or more, the investor pays no sales load; however,
    the distributor will make twelve monthly payments to the dealer totaling




    0.25% of the public offering price over the first year following the
    purchase. Such payments are based on the original purchase price of Shares
    outstanding at each month end.
    The sales load for Shares sold other than through registered broker/dealers
    will be retained by Federated Securities Corp. Federated Securities Corp.
    may pay fees to banks out of the sales load in exchange for sales and/or
    administrative services performed on behalf of the bank's customers in
    connection with the initiation of customer accounts and purchases of
    Shares.
                       REDUCING OR ELIMINATING THE SALES LOAD
    The sales load can be reduced or eliminated on the purchase of Class A
    Shares through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;
      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
                    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
    As shown in the table above, larger purchases reduce the sales load paid.
    The Fund will combine purchases of Class A Shares made on the same day by
    the investor, the investor's spouse, and the investor's children under age
    21 when it calculates the sales load. In addition, the sales load, if
    applicable, is reduced for purchases made at one time by a trustee or
    fiduciary for a single trust estate or a single fiduciary account.
    If an additional purchase of Class A Shares is made, the Fund will consider
    the previous purchases still invested in the Fund. For example, if a
    shareholder already owns Class A Shares having a current value at the
    public offering price of $30,000 and he purchases $20,000 more at the




    current public offering price, the sales load on the additional purchase
    according to the schedule now in effect would be 4.50%, not 5.50%.
    To receive the sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the purchase is made that Class A Shares are already owned or that
    purchases are being combined. The Fund will reduce the sales load after it
    confirms the purchases.
                                CONCURRENT PURCHASES
    For purposes of qualifying for a sales load reduction, a shareholder has
    the privilege of combining concurrent purchases of two or more funds in the
    Liberty Family of Funds, the purchase price of which includes a sales load.
    For example, if a shareholder concurrently invested $30,000 in one of the
    other funds in the Liberty Family of Funds with a sales load, and $20,000
    in this Fund, the sales load would be reduced.
    To receive this sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the concurrent purchases are made. The Fund will reduce the sales
    load after it confirms the purchases.
                                  LETTER OF INTENT
    If a shareholder intends to purchase at least $50,000 of shares of the
    funds in the Liberty Family of Funds (excluding money market funds) over
    the next 13 months, the sales load may be reduced by signing a letter of
    intent to that effect. This letter of intent includes a provision for a
    sales load adjustment depending on the amount actually purchased within the
    13-month period and a provision for the custodian to hold up to 5.50% of
    the total amount intended to be purchased in escrow (in Shares) until such
    purchase is completed.
    The Shares held in escrow in the shareholder's account will be released
    upon fulfillment of the letter of intent or the end of the 13-month period,




    whichever comes first. If the amount specified in the letter of intent is
    not purchased, an appropriate number of escrowed Shares may be redeemed in
    order to realize the difference in the sales load.
    While this letter of intent will not obligate the shareholder to purchase
    Shares, each purchase during the period will be at the sales load
    applicable to the total amount intended to be purchased. At the time a
    letter of intent is established, current balances in accounts in any Class
    A Shares of any fund in the Liberty Family of Funds, excluding money market
    accounts, will be aggregated to provide a purchase credit towards
    fulfillment of the letter of intent. Prior trade prices will not be
    adjusted.
                               REINVESTMENT PRIVILEGE
    If Class A Shares in the Fund have been redeemed, the shareholder has the
    privilege, within 120 days, to reinvest the redemption proceeds at the
    next-determined net asset value without any sales load. Federated
    Securities Corp. must be notified by the shareholder in writing or by his
    financial institution of the reinvestment in order to eliminate a sales
    load. If the shareholder redeems his Class A Shares in the Fund, there may
    be tax consequences.
        PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
                                     COMPANIES
    Investors may purchase Class A Shares at net asset value, without a sales
    load, with the proceeds from the redemption of shares of an unaffiliated
    investment company that were purchased or sold with a sales load or
    commission and were not distributed by Federated Securities Corp. The
    purchase must be made within 60 days of the redemption, and Federated
    Securities Corp. must be notified by the investor in writing, or by his
    financial institution, at the time the purchase is made. From time to time,
    the Fund may offer dealers a payment of .50 of 1.00% for Shares purchased




    under this program. If Shares are purchased in this manner, Fund purchases
    will be subject to a contingent deferred sales charge for one year from the
    date of purchase. Shareholders will be notified prior to the implementation
    of any special offering as described above.
    INVESTING IN CLASS B SHARES
    Class B Shares are sold at their net asset value next determined after an
    order is received. While Class B Shares are sold without an initial sales
    load, under certain circumstances described under "Contingent Deferred
    Sales Charge--Class B Shares," a contingent deferred sales charge may be
    applied by the distributor at the time Class B Shares are redeemed.
                            CONVERSION OF CLASS B SHARES
    Class B Shares will automatically convert into Class A Shares on or around
    the fifteenth of the month eight full years after the purchase date, except
    as noted below, and may no longer be subject to a distribution services fee
    (see "Distribution of Shares"). Such conversion will be on the basis of the
    relative net asset values per share, without the imposition of any sales
    load, fee or other charge. Class B Shares acquired by exchange from Class B
    Shares of another fund in the Liberty Family of Funds will convert into
    Class A Shares based on the time of the initial purchase. For purposes of
    conversion to Class A Shares, Shares purchased through the reinvestment of
    dividends and distributions paid on Class B Shares will be considered to be
    held in a separate sub-account. Each time any Class B Shares in the
    shareholder's account (other than those in the sub-account) convert to
    Class A Shares, an equal pro rata portion of the Class B Shares in the sub-
    account will also convert to Class A Shares. The conversion of Class B
    Shares to Class A Shares is subject to the continuing availability of a
    ruling from the Internal Revenue Service or an opinion of counsel that such
    conversions will not constitute taxable events for federal tax purposes.
    There can be no assurance that such ruling or opinion will be available,




    and the conversion of Class B Shares to Class A Shares will not occur if
    such ruling or opinion is not available. In such event, Class B Shares
    would continue to be subject to higher expenses than Class A Shares for an
    indefinite period.
    Orders for $250,000 or more of Class B Shares will automatically be
    invested in Class A Shares.
    INVESTING IN CLASS C SHARES
    Class C Shares are sold at net asset value next determined after an order
    is received. A contingent deferred sales charge of 1.00% will be charged on
    assets redeemed within the first full 12 months following purchase. For a
    complete description of this charge, see "Contingent Deferred Sales Charge-
    -Class C Shares."
                 PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
    An investor may call his financial institution (such as a bank or an
    investment dealer) to place an order to purchase Shares. Orders placed
    through a financial institution are considered received when the Fund is
    notified of the purchase order or when payment is converted into federal
    funds. Purchase orders through a registered broker/dealer must be received
    by the broker before 4:00 p.m. (Eastern time) and must be transmitted by
    the broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. Purchase orders through other
    financial institutions must be received by the financial institution and
    transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. It is the financial institution's
    responsibility to transmit orders promptly. Financial institutions may
    charge additional fees for their services.
    The financial institution which maintains investor accounts in Class B
    Shares or Class C Shares with the Fund must do so on a fully disclosed
    basis unless it accounts for share ownership periods used in calculating




    the contingent deferred sales charge (see "Contingent Deferred Sales
    Charge"). In addition, advance payments made to financial institutions may
    be subject to reclaim by the distributor for accounts transferred to
    financial institutions which do not maintain investor accounts on a fully
    disclosed basis and do not account for share ownership periods.
                             PURCHASING SHARES BY WIRE
    Once an account has been established, Shares may be purchased by wire by
    calling the Fund. All information needed will be taken over the telephone,
    and the order is considered received immediately. Payment for purchases
    which are subject to a sales load must be received within three business
    days following the order. Payment for purchases on which no sales load is
    imposed must be received before 3:00 p.m. (Eastern time) on the next
    business day following the order. Federal funds should be wired as follows:
    State Street Bank and Trust Company, Boston, Massachusetts; Attn: EDGEWIRE;
    For Credit to: (Fund Name) (Fund Class); (Fund Number); Account Number;
    Trade Date and Order Number; Group Number or Dealer Number; Nominee or
    Institution Name; and ABA Number 011000028. Shares cannot be purchased by
    wire on holidays when wire transfers are restricted.
                             PURCHASING SHARES BY CHECK
    Once an account has been established, Shares may be purchased by sending a
    check made payable to the name of the Fund (designate class of Shares and
    account number) to: Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600. Orders by mail are considered received when
    payment by check is converted into federal funds (normally the business day
    after the check is received).
    SPECIAL PURCHASE FEATURES
                           SYSTEMATIC INVESTMENT PROGRAM
    Once a Fund account has been opened, shareholders may add to their
    investment on a regular basis in a minimum amount of $100. Under this




    program, funds may be automatically withdrawn periodically from the
    shareholder's checking account at an Automated Clearing House ("ACH")
    member and invested in the Fund at the net asset value next determined
    after an order is received by the Fund, plus the sales load, if applicable.
    Shareholders should contact their financial institution or the Fund to
    participate in this program.
                                  RETIREMENT PLANS
    Fund Shares can be purchased as an investment for retirement plans or IRA
    accounts. For further details, contact the Fund and consult a tax adviser.
                                 EXCHANGE PRIVILEGE
                                   CLASS A SHARES
    Class A shareholders may exchange all or some of their Shares for Class A
    Shares of other funds in the Liberty Family of Funds at net asset value.
    Shareholders of Class A Shares may also exchange into certain other
    Federated Funds (as defined in the "Synopsis" of this prospectus) which are
    sold with a sales load different from that of the Fund's or with no sales
    load, and which are advised by subsidiaries or affiliates of Federated
    Investors. These exchanges are made at net asset value plus the difference
    between the Fund's sales load already paid and any sales load of the
    Federated Fund into which the Shares are to be exchanged, if higher.
    Neither the Fund nor any of the funds in the Liberty Family of Funds
    imposes any additional fees on exchanges. Shareholders in certain other
    Federated Funds may exchange their shares in the Federated Funds for Class
    A Shares.
                                   CLASS B SHARES
    Class B shareholders may exchange all or some of their Shares for Class B
    Shares of other funds in the Liberty Family of Funds. (Not all funds in the
    Liberty Family of Funds currently offer Class B Shares. Contact your
    financial institution regarding the availability of other Class B Shares in




    the Liberty Family of Funds.) Exchanges are made at net asset value without
    being assessed a contingent deferred sales charge on the exchanged Shares.
    To the extent that a shareholder exchanges Shares for Class B Shares in
    other funds in the Liberty Family of Funds, the time for which the
    exchanged-for Shares are to be held will be added to the time for which
    exchanged-from Shares were held for purposes of satisfying the applicable
    holding period. For more information, see "Contingent Deferred Sales
    Charge."
                                   CLASS C SHARES
    Class C shareholders may exchange all or some of their Shares for Class C
    Shares in other funds in the Liberty Family of Funds at net asset value
    without a contingent deferred sales charge. (Not all funds in the Liberty
    Family of Funds currently offer Class C Shares. Contact your financial
    institution regarding the availability of other Class C Shares in the
    Liberty Family of Funds.) To the extent that a shareholder exchanges Shares
    for Class C Shares in other funds in the Liberty Family of Funds, the time
    for which the exchanged-for Shares are to be held will be added to the time
    for which exchanged-from Shares were held for purposes of satisfying the
    applicable holding period. For more information, see "Contingent Deferred
    Sales Charge."
                             REQUIREMENTS FOR EXCHANGE
    Shareholders using this privilege must exchange Shares having a net asset
    value equal to the minimum investment requirements of the fund into which
    the exchange is being made. Before the exchange, the shareholder must
    receive a prospectus of the fund for which the exchange is being made.
    This privilege is available to shareholders resident in any state in which
    the shares being acquired may be sold. Upon receipt of proper instructions
    and required supporting documents, Shares submitted for exchange are
    redeemed and proceeds invested in the same class of shares of the other




    fund. The exchange privilege may be modified or terminated at any time.
    Shareholders will be notified of the modification or termination of the
    exchange privilege.
    Further information on the exchange privilege and prospectuses for the
    Liberty Family of Funds are available by contacting the Fund.
                                  TAX CONSEQUENCES
    An exercise of the exchange privilege is treated as a sale for federal
    income tax purposes. Depending upon the circumstances, a capital gain or
    loss may be realized.
                                 MAKING AN EXCHANGE
    Instructions for exchanges for the Liberty Family of Funds or certain
    Federated Funds (where applicable) may be given in writing or by telephone.
    Written instructions may require a signature guarantee. Shareholders of the
    Fund may have difficulty in making exchanges by telephone through brokers
    and other financial institutions during times of drastic economic or market
    changes. If a shareholder cannot contact his broker or financial
    institution by telephone, it is recommended that an exchange request be
    made in writing and sent by overnight mail to Federated Services Company,
    500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.
                               TELEPHONE INSTRUCTIONS
    Telephone instructions made by the investor may be carried out only if a
    telephone authorization form completed by the investor is on file with the
    Fund. If the instructions are given by a broker, a telephone authorization
    form completed by the broker must be on file with the Fund. If reasonable
    procedures are not followed by the Fund, it may be liable for losses due to
    unauthorized or fraudulent telephone instructions. Shares may be exchanged
    between two funds by telephone only if the two funds have identical
    shareholder registrations.




    Any Shares held in certificate form cannot be exchanged by telephone but
    must be forwarded to Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600 and deposited to the shareholder's account before
    being exchanged. Telephone exchange instructions are recorded and will be
    binding upon the shareholder. Such instructions will be processed as of
    4:00 p.m. (Eastern time) and must be received by the Fund before that time
    for Shares to be exchanged the same day. Shareholders exchanging into a
    fund will begin receiving dividends the following business day. This
    privilege may be modified or terminated at any time.
                                HOW TO REDEEM SHARES
    Shares are redeemed at their net asset value, less any applicable
    contingent deferred sales charge, next determined after the Fund receives
    the redemption request. Redemptions will be made on days on which the Fund
    computes its net asset value. Redemption requests must be received in
    proper form and can be made as described below.
                  REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
    Shares of the Fund may be redeemed by calling your financial institution to
    request the redemption. Shares will be redeemed at the net asset value,
    less any applicable contingent deferred sales charge next determined after
    the Fund receives the redemption request from the financial institution.
    Redemption requests through a registered broker/dealer must be received by
    the broker before 4:00 p.m. (Eastern time) and must be transmitted by the
    broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares to
    be redeemed at that day's net asset value. Redemption requests through
    other financial institutions (such as banks) must be received by the
    financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
    time) in order for Shares to be redeemed at that day's net asset value. The
    financial institution is responsible for promptly submitting redemption
    requests and providing proper written redemption instructions. Customary




    fees and commissions may be charged by the financial institution for this
    service.
                           REDEEMING SHARES BY TELEPHONE
    Shares may be redeemed in any amount by calling the Fund provided the Fund
    has a properly completed authorization form. These forms can be obtained
    from Federated Securities Corp.
    Proceeds will be mailed in the form of a check, to the shareholder's
    address of record or by wire transfer to the shareholder's account at a
    domestic commercial bank that is a member of the Federal Reserve System.
    The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
    Shares purchased by check or through ACH will not be wired until that
    method of payment has cleared.
    Telephone instructions will be recorded. If reasonable procedures are not
    followed by the Fund, it may be liable for losses due to unauthorized or
    fraudulent telephone instructions. In the event of drastic economic or
    market changes, a shareholder may experience difficulty in redeeming by
    telephone. If this occurs, "Redeeming Shares By Mail" should be considered.
    If at any time the Fund shall determine it necessary to terminate or modify
    the telephone redemption privilege, shareholders would be promptly
    notified.
                              REDEEMING SHARES BY MAIL
    Shares may be redeemed in any amount by mailing a written request to:
    Federated Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston,
    Massachusetts 02266-8600.
    The written request should state: Fund Name and the Class designation; the
    account name as registered with the Fund; the account number; and the
    number of Shares to be redeemed or the dollar amount requested. All owners
    of the account must sign the request exactly as the Shares are registered.




    It is recommended that any share certificates be sent by insured mail with
    the written request.
    Shareholders requesting a redemption of any amount to be sent to an address
    other than that on record with the Fund, or a redemption payable other than
    to the shareholder of record must have their signatures guaranteed by a
    bank which is a member of the Federal Deposit Insurance Corporation, a
    trust company, a member firm of a domestic stock exchange, or any other
    "eligible guarantor institution," as defined by the Securities and Exchange
    Act of 1934, as amended. 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.
    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.
    SPECIAL REDEMPTION FEATURES
                           SYSTEMATIC WITHDRAWAL PROGRAM
    Shareholders who desire to receive payments of a predetermined amount not
    less than $100 may take advantage of the Systematic Withdrawal Program.
    Under this program, Shares are redeemed to provide for periodic withdrawal
    payments in an amount directed by the shareholder.
    Depending upon the amount of the withdrawal payments, the amount of
    dividends paid and capital gains distributions with respect to Shares, and
    the fluctuation of the net asset value of Shares redeemed under this
    program, redemptions may reduce, and eventually deplete, the shareholder's
    investment in the Fund. For this reason, payments under this program should




    not be considered as yield or income on the shareholder's investment in the
    Fund. To be eligible to participate in this program, a shareholder must
    have an account value of at least $10,000. A shareholder may apply for
    participation in this program through his financial institution. Due to the
    fact that Class A Shares are sold with a sales load, it is not advisable
    for shareholders to continue to purchase Class A Shares while participating
    in this program. A contingent deferred sales charge may be imposed on Class
    B Shares and Class C Shares.
    CONTINGENT DEFERRED SALES CHARGE
    Shareholders may be subject to a contingent deferred sales charge upon
    redemption of their Shares under the following circumstances:
                                   CLASS A SHARES
    Class A Shares purchased under a periodic special offering with the
    proceeds of a redemption of shares of an unaffiliated investment company
    purchased or redeemed with a sales load and not distributed by Federated
    Securities Corp. may be charged a contingent deferred sales charge of .50
    of 1.00% for redemptions made within one full year of purchase. Any
    applicable contingent deferred sales charge will be imposed on the lesser
    of the net asset value of the redeemed Shares at the time of purchase or
    the net asset value of the redeemed Shares at the time of redemption.
                                   CLASS B SHARES
    Shareholders redeeming Class B Shares from their Fund accounts within six
    full years of the purchase date of those Shares will be charged a
    contingent deferred sales charge by the Fund's distributor. Any applicable
    contingent deferred sales charge will be imposed on the lesser of the net
    asset value of the redeemed Shares at the time of purchase or the net asset
    value of the redeemed Shares at the time of redemption in accordance with
    the following schedule:
                                  CONTINGENT




      YEAR OF REDEMPTION           DEFERRED
        AFTER PURCHASE            SALES CHARGE
          First                    5.50%
          Second                   4.75%
          Third                    4%
          Fourth                   3%
          Fifth                    2%
          Sixth                    1%
          Seventh and thereafter   0%
                                   CLASS C SHARES
    Shareholders redeeming Class C Shares from their Fund accounts within one
    full year of the purchase date of those Shares will be charged a contingent
    deferred sales charge by the Fund's distributor of 1.00%. Any applicable
    contingent deferred sales charge will be imposed on the lesser of the net
    asset value of the redeemed Shares at the time of purchase or the net asset
    value of the redeemed Shares at the time of redemption.
                 CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
    The contingent deferred sales charge will be deducted from the redemption
    proceeds otherwise payable to the shareholder and will be retained by the
    distributor. The contingent deferred sales charge will not be imposed with
    respect to: (1) Shares acquired through the reinvestment of dividends or
    distributions of long-term capital gains; and (2) Shares held for more than
    six full years from the date of purchase with respect to Class B Shares and
    one full year from the date of purchase with respect to Class C Shares and
    applicable Class A Shares. Redemptions will be processed in a manner
    intended to maximize the amount of redemption which will not be subject to
    a contingent deferred sales charge. In computing the amount of the
    applicable contingent deferred sales charge, redemptions are deemed to have
    occurred in the following order: (1) Shares acquired through the




    reinvestment of dividends and long-term capital gains; (2) Shares held for
    more than six full years from the date of purchase with respect to Class B
    Shares and one full year from the date of purchase with respect to Class C
    Shares and applicable Class A Shares; (3) Shares held for less than six
    years with respect to Class B Shares and less than one full year from the
    date of purchase with respect to Class C Shares and applicable Class A
    Shares on a first-in, first-out basis. A contingent deferred sales charge
    is not assessed in connection with an exchange of Fund Shares for shares of
    other funds in the Liberty Family of Funds in the same class (see "Exchange
    Privilege"). Any contingent deferred sales charge imposed at the time the
    exchanged-for Shares are redeemed is calculated as if the shareholder had
    held the shares from the date on which he became a shareholder of the
    exchanged-from Shares. Moreover, the contingent deferred sales charge will
    be eliminated with respect to certain redemptions (see "Elimination of
    Contingent Deferred Sales Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
    The contingent deferred sales charge will be eliminated with respect to the
    following redemptions: (1) redemptions following the death or disability,
    as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as
    amended, of a shareholder; (2) redemptions representing minimum required
    distributions from an Individual Retirement Account or other retirement
    plan to a shareholder who has attained the age of 70-1/2; and (3)
    involuntary redemptions by the Fund of Shares in shareholder accounts that
    do not comply with the minimum balance requirements. No contingent deferred
    sales charge will be imposed on redemptions of Shares held by Directors,
    employees and sales representatives of the Fund, the distributor, or
    affiliates of the Fund or distributor; employees of any financial
    institution that sells Shares of the Fund pursuant to a sales agreement
    with the distributor; and spouses and children under the age of 21 of the




    aforementioned persons. Finally, no contingent deferred sales charge will
    be imposed on the redemption of Shares originally purchased through a bank
    trust department, an investment adviser registered under the Investment
    Advisers Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or any other financial institution, to
    the extent that no payments were advanced for purchases made through such
    entities. The Directors reserve the right to discontinue elimination of the
    contingent deferred sales charge. Shareholders will be notified of such
    elimination. Any Shares purchased prior to the termination of such waiver
    would have the contingent deferred sales charge eliminated as provided in
    the Fund's prospectus at the time of the purchase of the Shares. If a
    shareholder making a redemption qualifies for an elimination of the
    contingent deferred sales charge, the shareholder must notify Federated
    Securities Corp. or the transfer agent in writing that he is entitled to
    such elimination.
                           ACCOUNT AND SHARE INFORMATION
                           CERTIFICATES AND CONFIRMATIONS
    As transfer agent for the Fund, Federated Services Company maintains a
    share account for each shareholder. Share certificates are not issued
    unless requested in writing to Federated Services Company.
    Detailed confirmations of each purchase and redemption are sent to each
    shareholder. Monthly confirmations are sent to report dividends paid during
    that month.
                                     DIVIDENDS
    Dividends are declared and paid annually to all shareholders invested in
    the Fund on the record date. Dividends and distributions are automatically
    reinvested in additional Shares of the Fund on payment dates at the ex-
    dividend date net asset value without a sales load, unless shareholders




    request cash payments on the new account form or by contacting the transfer
    agent. All shareholders on the record date are entitled to the dividend. If
    Shares are redeemed or exchanged prior to the record date or purchased
    after the record date, those Shares are not entitled to that year's
    dividend.
                                   CAPITAL GAINS
    Net long-term capital gains realized by the Fund, if any, will be
    distributed at least once every twelve months.
                             ACCOUNTS WITH LOW BALANCES
    Due to the high cost of maintaining accounts with low balances, the Fund
    may redeem Shares in any account, except retirement plans, and pay the
    proceeds to the shareholder if the account balance falls below the Class A
    Share required minimum value of $500 or the required minimum value of
    $1,500 for Class B Shares and Class C Shares. This requirement does not
    apply, however, if the balance falls below the required minimum value
    because of changes in the net asset value of the respective Share Class.
    Before Shares are redeemed to close an account, the shareholder is notified
    in writing and allowed 30 days to purchase additional Shares to meet the
    minimum requirement.
                              CORPORATION INFORMATION
    MANAGEMENT OF THE CORPORATION
                                 BOARD OF DIRECTORS
    The Corporation is managed by a Board of Directors. The Directors are
    responsible for managing the Corporation's business affairs and for
    exercising all the Corporation's powers except those reserved for the
    shareholders. An Executive Committee of the Board of Directors handles the
    Board's responsibilities between meetings of the Board.
                                 INVESTMENT ADVISER




    Investment decisions for the Fund are made by Federated Global Research
    Corp., the Fund's investment adviser, subject to direction by the
    Directors. The Adviser continually conducts investment research and
    supervision for the Fund and is responsible for the purchase or sale of
    portfolio instruments, for which it receives an annual fee from the Fund.
                                   ADVISORY FEES
    The Adviser receives an annual investment advisory fee equal to 1.25% 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 investment advisory contract, which provides for the voluntary
    waiver of the advisory fee 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 can terminate this voluntary waiver
    at any time in its sole discretion. The Adviser has also undertaken to
    reimburse the Fund for operating expenses in excess of limitations
    established by certain states.
                                ADVISER'S BACKGROUND
    Federated Global Research Corp., incorporated in Delaware on May 12, 1995,
    is a registered investment adviser under the Investment Advisers Act of
    1940, as amended. 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 Global Research Corp. and other subsidiaries of Federated
    Investors serve as investment advisers to a number of investment companies
    and private accounts. Certain other subsidiaries also provide




    administrative services to a number of investment companies. With over $72
    billion invested across more than 260 funds under management and/or
    administration by its subsidiaries, as of December 31, 1994, Federated
    Investors is one of the largest mutual fund investment managers in the
    United States. With more than 1,750 employees, Federated continues to be
    led by the management who founded the company in 1955. Federated funds are
    presently at work in and through 4,000 financial institutions nationwide.
    More than 100,000 investment professionals have selected Federated funds
    for their clients.
    Drew J. Collins has been the Fund's portfolio manager its inception.  Mr.
    Collins joined Federated Investors in 1995 as a Senior Vice President of
    the Fund's investment adviser.  Mr. Collins served as Vice
    President/Portfolio Manager of international equity portfolios at Arnold
    and S. Bleichroeder, Inc. from 1994 to 1995.  He served as an Assistant
    Vice President/Portfolio Manager for international equities at the College
    Retirement Equities Fund from 1986 to 1994.  Mr. Collins is a Chartered
    Financial Analyst and received his M.B.A. in finance from the University of
    Pennsylvania.
    Henry A. Frantzen has been the Fund's portfolio manager its inception.  Mr.
    Frantzen joined Federated Investors in 1995 as an Executive Vice President
    of the Fund's investment adviser.  Mr. Frantzen served as Chief Investment
    Officer of international equities at Brown Brothers Harriman & Co. from
    1992 to 1995.  He was the Executive Vice President and Director of Equities
    at Oppenheimer Management Corporation from 1989 to 1991.  Mr. Frantzen
    received his B.S. in finance and marketing from the University of North
    Dakota.
    Tracy P. Stouffer has been the Fund's portfolio manager since its
    inception.  Ms. Stouffer joined Federated Investors in 1995 as a Vice
    President of the Fund's investment adviser.  Ms. Stouffer served as Vice




    President/Portfolio Manager of international equity funds at Clariden Asset
    Managemnet (NY) Inc. from 1988 to 1995.  Ms. Stouffer is a Chartered
    Financial Analyst and received her M.B.A. in marketing from the University
    of Western Ontario, Canada.
    Both the Corporation and the Adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a
    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interest. Among other things, the
    codes: require preclearance and periodic reporting of personal securities
    transactions; prohibit personal transactions in securities being purchased
    or sold, or being considered for purchase or sale, by the Fund; prohibit
    purchasing securities in initial public offerings; and prohibit taking
    profits on securities held for less than sixty days. Violations of the
    codes are subject to review by the Board of Directors, and could result in
    severe penalties.
    DISTRIBUTION OF SHARES
    Federated Securities Corp. is the principal distributor for Shares of the
    Fund. Federated Securities Corp. is located at Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. It is a Pennsylvania corporation
    organized on November 14, 1969, and is the principal distributor for a
    number of investment companies. Federated Securities Corp. is a subsidiary
    of Federated Investors.
    The distributor may offer to pay financial institutions an amount equal to
    1% of the net asset value of Class C Shares purchased by their clients or
    customers at the time of purchase. These payments will be made directly by
    the distributor from its assets, and will not be made from assets of the
    Fund. Financial institutions may elect to waive the initial payment




    described above; such waiver will result in the waiver by the Fund of the
    otherwise applicable contingent deferred sales charge.
    The distributor will pay dealers an amount equal to 5.5% of the net asset
    value of Class B Shares purchased by their clients or customers. These
    payments will be made directly by the distributor from its assets, and will
    not be made from the assets of the Fund. Dealers may voluntarily waive
    receipt of all or any portion of these payments. The distributor may pay a
    portion of the distribution fee discussed below to financial institutions
    that waive all or any portion of the advance payments.
                     DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
    Under a distribution plan adopted in accordance with Investment Company Act
    Rule 12b-1 (the "Distribution Plan"), the distributor may be paid a fee in
    an amount computed at an annual rate of up to .25 of 1% for Class A Shares
    and up to .75 of 1% for Class B Shares and Class C Shares of the average
    daily net assets of each class of Shares to finance any activity which is
    principally intended to result in the sale of Shares subject to the
    Distribution Plan. The Fund does not currently make payments to the
    distributor or charge a fee under the Distribution Plan for Class A Shares,
    and shareholders of Class A Shares will be notified if the Fund intends to
    charge a fee under the Distribution Plan. For Class A Shares and Class C
    Shares, the distributor may select financial institutions such as banks,
    fiduciaries, custodians for public funds, investment advisers, and
    broker/dealers to provide sales services or distribution-related support
    services as agents for their clients or customers. With respect to Class B
    Shares, because distribution fees to be paid by the Fund to the distributor
    may not exceed an annual rate of .75 of 1% of Class B Shares' average daily
    net assets, it will take the distributor a number of years to recoup the
    expenses it has incurred for its sales services and distribution-related
    support services pursuant to the Plan.




    The Distribution Plan is a compensation type plan. As such, the Fund makes
    no payments to the distributor except as described above. Therefore, the
    Fund does not pay for unreimbursed expenses of the distributor, including
    amounts expended by the distributor in excess of amounts received by it
    from the Fund, interest, carrying or other financing charges in connection
    with excess amounts expended, or the distributor's overhead expenses.
    However, the distributor may be able to recover such amounts or may earn a
    profit from future payments made by Shares under the Plan.
    In addition, the Fund has entered into a Shareholder Services Agreement
    with Federated Shareholder Services, a subsidiary of Federated Investors,
    under which the Fund may make payments up to 0.25 of 1% of the average
    daily net asset value of Class A Shares, Class B Shares, and Class C Shares
    to obtain certain personal services for shareholders and for the
    maintenance of shareholder accounts ("Shareholder Services"). Under the
    Shareholder Services Agreement, Federated Shareholder Services will either
    perform Shareholder Services directly or will select financial institutions
    to perform Shareholder Services. Financial institutions will receive fees
    based upon Shares owned by their clients or customers. The schedules of
    such fees and the basis upon which such fees will be paid will be
    determined from time to time by the Fund and Federated Shareholder
    Services.
    In addition to payments made pursuant to the Distribution Plan and
    Shareholder Services Agreement, Federated Securities Corp. and Federated
    Shareholder Services, from their own assets, may pay financial institutions
    supplemental fees for the performance of sales services, distribution-
    related support services, or shareholder services.
    The Glass-Steagall Act prohibits a depository institution (such as a
    commercial bank or savings 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 capacities
    described above or should Congress relax current restrictions on depository
    institutions, the Directors will consider appropriate changes in the
    services.
    State securities laws governing the ability of depository institutions to
    act as underwriters or distributors of securities may differ from
    interpretations given to the Glass-Steagall Act and, therefore, banks and
    financial institutions may be required to register as dealers pursuant to
    state laws.
                      OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
    Federated Securities Corp. will pay financial institutions, at the time of
    purchase of Class A Shares, an amount equal to .50 of 1% of the net asset
    value of Class A Shares purchased by their clients or customers under
    certain qualified retirement plans as approved by Federated Securities
    Corp. (Such payments are subject to a reclaim from the financial
    institution should the assets leave the program within 12 months after
    purchase.)
    Furthermore, with respect to Class A Shares, Class B Shares, and Class C
    Shares, the distributor may offer to pay a fee from its own assets to
    financial institutions as financial assistance for providing substantial
    marketing and sales support. The support may include sponsoring sales,
    educational and training seminars for their employees, providing sales
    literature, and engineering computer software programs that emphasize the
    attributes of the Fund. Such assistance will be predicated upon the amount
    of Shares the financial institution sells or may sell, and/or upon the type
    and nature of sales or marketing support furnished by the financial
    institution. Any payments made by the distributor may be reimbursed by the
    Fund's Adviser or its affiliates.




    ADMINISTRATION OF THE FUND
                              ADMINISTRATIVE SERVICES
    Federated Administrative Services, a subsidiary of Federated Investors,
    provides administrative personnel and services (including certain legal and
    financial reporting services) necessary to operate the Fund. Federated
    Administrative Services provides these at an annual rate which relates to
    the average aggregate daily net assets of all Federated Funds as specified
    below:


               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
    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, P.O. Box 8600, Boston, Massachusetts
    02266-8600, is custodian for the securities and cash of the Fund. Foreign
    instruments purchased by the Fund are held by foreign banks participating
    in a network coordinated by State Street Bank.
                    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
    Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-
    8600, is transfer agent for the Shares of the Fund, and dividend disbursing
    agent for the Fund.




                                INDEPENDENT AUDITORS
    The independent auditors for the Fund are Ernst & Young LLP, One Oxford
    Centre, Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
    Holders of Class A Shares, Class B Shares, and Class C Shares pay their
    allocable portion of Corporation and portfolio expenses.
    The Corporation expenses for which holders of Class A Shares, Class B
    Shares, and Class C Shares pay their allocable portion include, but are not
    limited to: the cost of organizing the Corporation and continuing its
    existence; registering the Corporation with federal and state securities
    authorities; Directors' fees; auditors' fees; the cost of meetings of
    Directors; legal fees of the Corporation; association membership dues; and
    such non-recurring and extraordinary items as may arise from time to time.
    The portfolio expenses for which holders of Class A Shares, Class B Shares,
    and Class C Shares pay their allocable portion include, but are not limited
    to: registering the portfolio and Class A Shares, Class B Shares, and Class
    C Shares of the portfolio; investment advisory services; taxes and
    commissions; custodian fees; insurance premiums; auditors' fees; and such
    non-recurring and extraordinary items as may arise from time to time.
    At present, the only expenses which are allocated specifically to Class A
    Shares, Class B Shares, and Class C Shares as classes are expenses under
    the Corporation's Distribution Plan and fees for Shareholder Services.
    However, the Directors reserve the right to allocate certain other expenses
    to holders of Class A Shares, Class B Shares and Class C Shares as they
    deem appropriate ("Class Expenses"). In any case, Class Expenses would be
    limited to: distribution fees; transfer agent fees as identified by the
    transfer agent as attributable to holders of Class A Shares, Class B
    Shares, and Class C Shares; printing and postage expenses related to
    preparing and distributing materials such as shareholder reports,




    prospectuses and proxies to current shareholders; registration fees paid to
    the Securities and Exchange Commission and to state securities commissions;
    expenses related to administrative personnel and services as required to
    support holders of Class A Shares, Class B Shares, and Class C Shares;
    legal fees relating solely to Class A Shares, Class B Shares, or Class C
    Shares; and Directors' fees incurred as a result of issues related solely
    to Class A Shares, Class B Shares, or Class C Shares.
    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 Directors.
                              SHAREHOLDER INFORMATION
    VOTING RIGHTS
    Each share of the Fund gives the shareholder one vote in Director elections
    and other matters submitted to shareholders for vote. All Shares of each
    Fund or class in the Corporation have equal voting rights, except that in
    matters affecting only a particular Fund or class, only Shares of that Fund
    or class are entitled to vote.
    As a Maryland corporation, the Corporation is not required to hold annual
    shareholder meetings. Shareholder approval will be sought only for certain
    changes in the Corporation's or the Fund's operation and for the election
    of Directors under certain circumstances.




    Directors may be removed by the Directors or by shareholders at a special
    meeting. A special meeting of shareholders shall be called by the Directors
    upon the written request of shareholders owning at least 10% of the
    Corporation's outstanding shares of all series entitled to vote.
                                  TAX INFORMATION
    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Code applicable to regulated investment companies and
    to receive the special tax treatment afforded to such companies. However,
    the Fund 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 Fund upon disposition of PFIC
    investments.
    The Fund will be treated as a single, separate entity for federal income
    tax purposes so that income (including capital gains) and losses realized
    by the Corporation's other portfolios will not be combined for tax purposes
    with those realized by the Fund.
    Investment income received by the Fund from sources within foreign
    countries may be subject to foreign taxes withheld at the source. The
    United States has entered into tax treaties with many foreign countries
    that entitle the Fund to reduced tax rates or exemptions on this income.
    The effective rate of foreign tax cannot be predicted since the amount of
    Fund assets to be invested within various countries is unknown. However,
    the Fund intends to operate so as to qualify for treaty-reduced tax rates
    where applicable.
    Unless otherwise exempt, shareholders are required to pay federal income
    tax on any dividends and other distributions, including capital gains
    distributions, received. This applies whether dividends and distributions
    are received in cash or as additional Shares. Distributions representing




    long-term capital gains, if any, will be taxable to shareholders as long-
    term capital gains no matter how long the shareholders have held the
    Shares. No federal income tax is due on any dividends earned in an IRA or
    qualified retirement plan until distributed.
    Due to differences in the book and tax treatment of fixed income securities
    denominated in foreign currencies, it is difficult to project currency
    effects on an interim basis. Therefore, to the extent that currency
    fluctuations cannot be anticipated, a portion of distributions to
    shareholders could later be designated as a return of capital, rather than
    income, for income tax purposes, which may be of particular concern to
    simple trusts.
    If more than 50% of the value of the Fund's assets at the end of the tax
    year is represented by stock or securities of foreign corporations, the
    Fund intends to qualify for certain Code stipulations that would allow
    shareholders to claim a foreign tax credit or deduction on their U.S.
    income tax returns. The Code may limit a shareholder's ability to claim a
    foreign tax credit. Furthermore, shareholders who elect to deduct their
    portion of the Fund's foreign taxes rather than take the foreign tax credit
    must itemize deductions on their income tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
    Shares are exempt from personal property taxes imposed by counties,
    municipalities, and school districts in Pennsylvania.
    Shareholders are urged to consult their own tax advisers regarding the
    status of their accounts under state and local tax laws.
                              PERFORMANCE INFORMATION
    From time to time, the Fund advertises its total return and yield for each
    class of Shares.
    Total return represents the change, over a specific period of time, in the
    value of an investment in each class of Shares after reinvesting all income




    and capital gains distributions. It is calculated by dividing that change
    by the initial investment and is expressed as a percentage.
    The yield of each class of Shares is calculated by dividing the net
    investment income per share (as defined by the Securities and Exchange
    Commission) earned by each class of Shares over a thirty-day period by the
    maximum offering price per share of each class on the last day of the
    period. This number is then annualized using semi-annual compounding. The
    yield does not necessarily reflect income actually earned by each class of
    Shares and, therefore, may not correlate to the dividends or other
    distributions paid to shareholders.
    The performance information reflects the effect of non-recurring charges,
    such as the maximum sales load or contingent deferred sales charges, which,
    if excluded, would increase the total return and yield.
    Total return and yield will be calculated separately for Class A Shares,
    Class B Shares, and Class C Shares. Expense differences among Class A
    Shares, Class B Shares, and Class C Shares may affect the performance of
    each class.
    From time to time, advertisements for Class A Shares, Class B Shares, and
    Class C Shares of the Fund may refer to ratings, rankings, and other
    information in certain financial publications and/or compare the
    performance of Class A Shares, Class B Shares, and Class C Shares to
    certain indices.

                                FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                (A portfolio of World Investment Series, Inc.)

                                Class A Shares
                                Class B Shares
                                Class C Shares


                                      Combined Prospectus
                                      An Open-End, Diversified
                                      Management
                                      Investment Company

                                      February 13,  1996



         FEDERATED SECURITIES CORP.


          Distributor
          Cusip #s
                    ---------
          G01473-02a(2/96)
          A subsidiary of FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779

FEDERATED INTERNATIONAL SMALL COMPANY FUND
(A portfolio of World Investment Series, Inc.)
Class A Shares

Prospectus

    The Class A Shares of Federated International Small Company Fund (the
    "Fund") represent interests in a diversified portfolio of World Investment
    Series, Inc. (the "Corporation"), an open-end management investment company
    (a mutual fund). The investment objective of the Fund is to provide long-
    term growth of capital.  Any income received from the portfolio is
    incidental.  The Fund pursues its investment objective by investing
    primarily in a professionally managed portfolio of equity securities of
    small foreign companies.
    THE CLASS A 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 CLASS A
    SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.




    This prospectus contains the information you should read and know before
    you invest in the Class A Shares of the Fund. Keep this prospectus for
    future reference.
    The Fund has also filed a Combined Statement of Additional Information for
    Class A Shares, Class B Shares, and Class C Shares dated February 13, 1996,
    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, which is in paper form only, or a
    paper copy of this prospectus, if you have received your prospectus
    electronically, free of charge by calling 1-800-235-4669. To obtain other
    information or to make inquiries about the Fund, contact your financial
    institution.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
    TO THE CONTRARY IS A CRIMINAL OFFENSE.
    Prospectus dated February 13, 1996





    SUMMARY OF FUND EXPENSES

                     FEDERATED INTERNATIONAL SMALL COMPANY FUND

                                   CLASS A SHARES
                          SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
       ....................................................5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)
      0.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS A SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee (3) .........................................      %
    Total Other Expenses ..................................      %
      Shareholder Services Fee ....................      %




          Total Class A Shares Operating Expenses (4)......      %
    (1)

      Class A Shares purchased with the proceeds of a redemption of shares of
      an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      Class A Shares have no present intention of paying or accruing the 12b-1
      fee during the fiscal year ending November 30, 1996.  If Class A Shares
      were paying or accruing the 12b-1 fee, Class A Shares would be able to
      pay up to 0.25% of its average daily net assets for the 12b-1 fee.  See
      "Corporation Information."




    (4)

      The Total Class A Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

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

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,




       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class A Shares' fiscal year
    ending November 30, 1996.



    GENERAL INFORMATION

    The Corporation was established under the laws of the State of Maryland on
    January 25, 1994.  The Corporation's address is Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779.  The Articles of Incorporation permit
    the Corporation to offer separate series of shares representing interests
    in separate portfolios of securities. As of the date of this prospectus,
    the Board of Directors (the "Directors") has established three classes of
    shares for the Fund, known as Class A Shares, Class B Shares, and Class C
    Shares.  This prospectus relates only to Class A Shares (the "Shares") of
    the Fund.
    Shares of the Fund are designed for individuals and institutions seeking
    long-term growth of capital by investing primarily in a portfolio of equity
    securities of small foreign companies.




    For information on how to purchase Shares of the Fund, please refer to "How
    to Purchase Shares." The minimum initial investment for Class A Shares is
    $500. However, the minimum initial investment for a retirement account is
    $50. Subsequent investments must be in amounts of at least $100, except for
    retirement plans which must be in amounts of at least $50.
    In general, Class A Shares are sold at net asset value plus the applicable
    sales load and are redeemed at net asset value. However, a contingent
    deferred sales charge is imposed under certain circumstances. For a more
    complete description, see "How to Redeem Shares."
    In addition, the Fund pays a shareholder services fee at an annual rate not
    to exceed 0.25% of average daily net assets.
    Investors should be aware of the following general observations. The Fund
    may make certain investments and employ certain investment techniques that
    involve risks, including, but not limited to, entering into repurchase
    agreements, lending portfolio securities, investing in restricted and
    illiquid securities, investing in securities on a when-issued and delayed
    delivery basis, writing call options and investing in foreign securities.
    The Fund's current net asset value and offering price can be found in the
    mutual funds section of local newspapers under "Federated Liberty Funds."




    LIBERTY FAMILY OF FUNDS

    This Fund is a member of a family of mutual funds, collectively known as
    the Liberty Family of Funds. The other funds in the Liberty Family of Funds
    are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Asia Pacific Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Asia
        and the Pacific Rim;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;
      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated European Growth Fund, providing long-term growth of capital
        through investments primarily in the equity securities of European
        companies;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;




      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;
      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated  primarily in foreign currencies;
      o Federated Latin American Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Latin
        America;
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;
      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current  income exempt from federal regular income tax through
        municipal bonds;
      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;




      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;
      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;
      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal,  primarily limited to municipal securities;
      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the state  of Michigan and Michigan municipalities, primarily
        through Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the  Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;
      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and




      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
    Prospectuses for these funds are available by writing to Federated
    Securities Corp.
    Each of the funds may also invest in certain other types of securities as
    described in each fund's prospectus.
    The Liberty Family of Funds provides flexibility and diversification for an
    investor's long-term investment planning. It enables an investor to meet
    the challenges of changing market conditions by offering convenient
    exchange privileges which give access to various investment vehicles and by
    providing the investment services of proven, professional investment
    advisers.
    Shareholders of Class A Shares who have been designated as Liberty Life
    Members are exempt from sales loads on future purchases in and exchanges
    between the Class A Shares of any funds in the Liberty Family of Funds, as
    long as they maintain a $500 balance in one of the Liberty Funds.
    INVESTMENT INFORMATION

    INVESTMENT OBJECTIVE
    The investment objective of the Fund is to provide long-term growth of
    capital. Any income received from the portfolio is incidental. The
    investment objective cannot be changed without approval of shareholders.
    While there is no assurance that the Fund will achieve its investment




    objective, it endeavors to do so by following the investment policies
    described in this prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing primarily in a
    professionally managed and diversified portfolio of equity securities of
    small foreign companies.  Under normal market conditions, the Fund intends
    to invest at least 65% of its total assets in equity securities of
    companies that have a market capitalization at the time of purchase of $1.5
    billion or less, where market capitalization is calculated by multiplying
    the total number of outstanding shares of common stock of the company by
    the market price of the stock.  The Fund applies a U.S. size standard on an
    international basis.  Therefore, a small company investment outside the
    U.S. might rank above the lowest 20% by market capitalization in local
    markets and, in fact, might in some countries rank among the largest
    companies in terms of capitalization.  These companies will be located in
    at least three foreign countries.
    The Fund expects to diversify investments in markets outside of the United
    States, including markets in Asia, Europe, Latin America, the Indian sub-
    continent, the Middle East and Africa. The Fund may invest in countries
    other than those defined above if, in the opinion of the Fund's investment
    adviser, they offer opportunities to pursue the Fund's investment
    objective.




    Unless indicated otherwise, the investment policies of the Fund may be
    changed by the Directors without the approval of shareholders. Shareholders
    will be notified before any material changes in these policies become
    effective.
    SMALL CAPITALIZATION COMPANIES

    Small capitalization companies are those companies that have a market
    capitalization of $1.5 billion or less at the time of purchase. Small
    capitalization companies are positioned for rapid growth in revenues or
    earnings and assets, characteristics which may provide for significant
    capital appreciation. Small companies often pay no dividends and current
    income is not a factor in the selection of stocks. Smaller companies often
    have limited product lines, markets, or financial resources, and they may
    be dependent upon one or a few key people for management. (See "Risk
    Considerations of Small Capitalization Companies").
    The Fund has the flexibility to invest in any region of the world. It can
    invest in companies based in emerging markets, typically in the Far East,
    Latin America and Eastern Europe, as well as in firms operating in
    developed economies, such as those of Canada, Japan and Western Europe.
    The Fund applies a U.S. size standard on a global basis.  Therefore, a
    small company investment outside the U.S. might rank above the lowest 20%
    by market capitalization in local markets and, in fact, might in some
    countries rank among the largest companies in terms of capitalization.




    ACCEPTABLE INVESTMENTS

    The equity securities in which the Fund may invest include common stock,
    preferred stock (either convertible or non-convertible), sponsored or
    unsponsored depositary receipts or shares, and warrants, including other
    substantially similar forms of equity with comparable risk characteristics
    as well as other forms which may be developed in the future.  Securities
    may be purchased on securities exchanges, traded over-the-counter, or have
    no organized market.  The Fund may also purchase corporate and government
    fixed income securities denominated in currencies other than U.S. dollars;
    enter into forward commitments, repurchase agreements and foreign currency
    transactions; maintain reserves in foreign or U.S. money market
    instruments; and purchase options and financial futures contracts.
    COMMON AND PREFERRED STOCK

    Stocks represent shares of ownership in a company.  Generally, preferred
    stock has a specified dividend and ranks after bonds and before common
    stocks in its claim on income for dividend payments and on assets should
    the company be liquidated.  After other claims are satisfied, common
    stockholders participate in company profits on a pro rata basis; profits
    may be paid out in dividends or reinvested in the company to help it grow.
    Increases and decreases in earnings are usually reflected in a company's
    stock price, so common stocks generally have the greatest appreciation and




    depreciation potential of all corporate securities.  While most preferred
    stocks pay a dividend, the Fund may purchase preferred stock where the
    issuer has omitted, or is in danger of omitting, payment of its dividend.
    Such investments would be made primarily for their capital appreciation
    potential.
    In selecting securities, the investment adviser typically evaluates
    industry trends, a company's financial strength, its competitive position
    in domestic and export markets, technology, recent developments and
    profitability, together with overall growth prospects.  Other
    considerations generally include quality and depth of management,
    government regulation, and availability and cost of labor and raw
    materials.  Investment decisions are made without regard to arbitrary
    criteria as to minimum asset size, debt-equity ratios or dividend history
    of portfolio companies.
    DEPOSITARY RECEIPTS

    The Fund may invest in foreign issuers by purchasing sponsored or
    unsponsored securities representing underlying international securities
    such as American Depositary Receipts ("ADRs"), American Depositary Shares
    ("ADSs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
    ("GDRs"), Global Depositary Certificates ("GDCs"), International Depositary
    Receipts ("IDRs"), and Russian Depositary Certificates ("RDCs") or
    securities convertible into foreign equity securities.  ADRs and ADSs




    typically are issued by a United States bank or trust company and evidence
    ownership of underlying securities issued by a foreign corporation.  EDRs,
    which are sometimes referred to as Continental Depositary Receipts
    ("CDRs"), GDRs, GDCs, IDRs and RDCs are typically issued by foreign banks
    or trust companies, although they also may be issued by United States banks
    or trust companies, and evidence ownership of underlying securities issued
    by either a foreign or a United States corporation.  ADRs, ADSs, CDRs,
    EDRs, GDRs, GDCs, IDRs, and RDCs are collectively known as "Depositary
    Receipts."  Depositary Receipts may be available for investment through
    "sponsored" or "unsponsored" facilities.  A sponsored facility is
    established jointly by the issuer of the security underlying the receipt
    and a depositary, whereas an unsponsored facility may be established by a
    depositary without participation by the issuer of the receipt's underlying
    security.  Holders of an unsponsored Depositary Receipt generally bear all
    the costs of the unsponsored facility.  The depositary of an unsponsored
    facility frequently is under no obligation to distribute shareholder
    communications received from the issuer of the deposited security or to
    pass through to the holders of the receipts voting rights with respect to
    the deposited securities.
    DEBT SECURITIES

    In pursuit of the Fund's objective of long-term growth of capital, the Fund
    may invest up to 35% of its total assets in debt securities. Capital




    appreciation in debt securities may arise as a result of favorable changes
    in the creditworthiness of issuers, relative interest rate levels, or
    relative foreign exchange rates. Any income received from debt securities
    will be incidental to the Fund's objective of long-term growth of capital.
    These debt obligations consist of U.S. and foreign government securities
    and corporate debt securities, including, but not limited to, Samurai and
    Yankee bonds, Eurobonds and depositary receipts.  The issuers of such debt
    securities may or may not be domiciled in emerging countries.
    The debt securities in which the Fund may invest may be rated, at the time
    of purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or
    Fitch Investors Service ("Fitch") or Ba or lower by Moody's Investors
    Service, Inc. ("Moody's"), or, if unrated, are of comparable quality as
    determined by the investment adviser. The prices of fixed income securities
    generally fluctuate inversely to the direction of interest rates.
    CONVERTIBLE SECURITIES

    The Fund may invest in convertible securities rated, at the time of
    purchase, BB or lower by S&P or Fitch or Ba or lower by Moody's, or, if
    unrated, are of comparable quality as determined by the investment adviser.
    (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.)




    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 bonds, convertible
    preferred stock or debentures, units consisting of "usable" bonds and
    warrants or a combination of the features of several of these securities.
    The investment characteristics of each convertible security vary widely,
    which allows convertible securities to be employed for a variety of
    different investment strategies.  In selecting a convertible security, the
    investment adviser evaluates the investment characteristics of the
    convertible security as a fixed income investment, and the investment
    potential of the underlying security for capital appreciation.
    INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

    Due to restrictions on direct investment by foreign entities in certain
    foreign countries, investments in other investment companies may be the
    most practical or only manner in which the Fund can participate in the
    securities markets of such countries.  The Fund may also invest in other
    investment companies for the purpose of investing its short term cash on a
    temporary basis.  The Fund may invest up to 10% of its total assets in the
    securities of other investment companies. 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.  Restricted securities may be issued
    by new and early stage companies which may include a high degree of
    business and financial risk that can result in substantial losses.  As a
    result of the absence of a public trading market for these securities, they
    may be less liquid than publicly traded securities.  Although these
    securities may be resold in privately negotiated transactions, the prices
    realized from these sales could be less than those originally paid by the
    Fund, or less than what may be considered the fair value of such
    securities.  Further, companies whose securities are not publicly traded
    may not be subject to the disclosure and other investor protection
    requirements which might be applicable if their securities were publicly
    traded.  If such securities are required to be registered under the
    securities laws of one or more jurisdictions before being resold, the Fund
    may be required to bear the expense of registration.  The Fund will limit
    investments in illiquid securities, including certain restricted securities
    not determined by the Directors to be liquid, over-the counter options,




    swap agreements not determined to be liquid, and repurchase agreements
    providing for settlement in more than seven days after notice, to 15% of
    its net assets.
    REPURCHASE AGREEMENTS

    The Fund may invest in repurchase agreements.  Repurchase agreements are
    arrangements by which the Fund purchases a security for cash and obtains a
    simultaneous commitment from the seller (usually a bank or broker/dealer)
    to repurchase the security at an agreed-upon price and specified future
    date.  The repurchase price reflects an agreed-upon interest rate for the
    time period of the agreement.  The Fund's risk is the inability of the
    seller to pay the agreed-upon price on the delivery date.  However, this
    risk is tempered by the ability of the Fund to sell the security in the
    open market in the case of a default.  In such a case, the Fund may incur
    costs in disposing of the security which would increase Fund expenses.  The
    investment adviser will monitor the creditworthiness of the firms with
    which the Fund enters into repurchase agreements.
    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 different times in the
    future. 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 investment
    adviser deems it appropriate to do so. In addition, the Fund may enter into
    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates.  The Fund may realize short-term profits
    or losses upon the sale of such commitments.
    LENDING OF PORTFOLIO SECURITIES

    In order to generate additional income, the Fund may lend portfolio
    securities on a short-term or long-term basis, 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 investment adviser has determined are creditworthy under guidelines
    established by the Directors and will receive collateral in the form of
    cash or U.S. government securities equal to at least 100% of the value of
    the securities loaned at all times.
    There is the risk that when lending portfolio securities, the securities
    may not be available to the Fund on a timely basis and the Fund may,




    therefore, lose the opportunity to sell the securities at a desirable
    price.  In addition, in the event that a borrower of securities would file
    for bankruptcy or become insolvent, disposition of the securities may be
    delayed pending court action.
    TEMPORARY INVESTMENTS

    For temporary defensive purposes, when the investment adviser determines
    that market conditions warrant (up to 100% of total assets) and to maintain
    liquidity (up to 20% of total assets), the Fund may invest in U.S. and
    foreign debt instruments as well as cash or cash equivalents, including
    foreign and domestic money market instruments, short-term government and
    corporate obligations, and repurchase agreements.
    FORWARD COMMITMENTS

    Forward commitments are contracts to purchase securities for a fixed price
    at a date beyond customary settlement time.  The Fund may enter into these
    contracts if liquid securities in amounts sufficient to meet the purchase
    price are segregated on the Fund's records at the trade date and maintained
    until the transaction has been settled.  Risk is involved if the value of
    the security declines before settlement.  Although the Fund enters into
    forward commitments with the intention of acquiring the security, it may
    dispose of the commitment prior to settlement and realize short-term profit
    or loss.




    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 (i.e., 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.  Further, the Fund may be affected either
    unfavorably or favorably by fluctuations in the relative rates of exchange
    between the currencies of different nations.  Cross-hedging transactions by
    the Fund involve the risk of imperfect correlation between changes in the
    values of the currencies to which such transactions relate and changes in
    the value of the currency or other asset or liability that is the subject
    of the hedge.




    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 60 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 investment adviser will consider the
    likelihood of changes in currency values when making investment decisions,




    the investment 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 value of
    the Fund's assets denominated in that currency at the time the contract was
    initiated, but as consistent with their other investment policies and as
    not otherwise limited in their ability to use this strategy.
    OPTIONS

    The Fund may deal in options on foreign currencies, securities, and
    securities indices, and on futures contracts involving these items, which
    options may be listed for trading on an international securities exchange
    or traded over-the-counter.  The Fund may use options to manage interest
    rate and currency risks.  The Fund may also write covered call options and
    secured put options to generate income or lock in gains.  The Fund may
    write covered call options and secured put options on up to 25% of its net
    assets and may purchase put and call options provided that no more than 5%
    of the fair market value of its net assets may be invested in premiums on
    such options.
    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 the 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 nonperformance 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.
    It is not certain that a secondary market for positions in options, or
    futures contracts (see below), 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.
    FUTURES AND OPTIONS ON FUTURES

    The Fund may enter into futures contracts involving foreign currency,
    securities, and securities indices, or options thereon, for bona fide
    hedging purposes.  The Fund may also enter into such futures contracts or
    related options for purposes other than bona fide hedging if the aggregate
    amount of initial margin deposits exclusive of the margin needed for
    foreign currency hedging, on the Fund's futures and related options
    positions would not exceed 5% of the net liquidation value of the Fund's
    assets, provided further that in the case of an option that is in-the-money
    at the time of the purchase, the in-the-money amount may be excluded in
    calculating the 5% limitation.  In addition, the Fund may not sell futures
    contracts if the value of such futures contracts exceeds the total market
    value of the Fund's portfolio securities.  Futures contracts and options
    thereon sold by the Fund are generally subject to segregation and coverage
    requirements established by either the Commodities Futures Trading
    Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with
    the result that, if the Fund does not hold the instrument underlying the
    futures contract or option, the Fund will be required to segregate on an
    ongoing basis with its custodian cash, U.S. government securities, or other




    liquid high grade debt obligations in an amount at least equal to the
    Fund's obligations with respect to such instruments.
    The Fund may enter into securities index futures contracts and purchase and
    write put and call options on securities index futures contracts that are
    traded on regulated exchanges, including non-U.S. exchanges, to the extent
    permitted by the CFTC.  Securities index futures contracts are based on
    indexes that reflect the market value of securities 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 enter into securities index futures contracts to sell a
    securities index in anticipation of or during a market decline to attempt
    to offset the decrease in market value of securities in its portfolio that
    might otherwise result.  When the Fund is not fully invested and
    anticipates a significant market advance, it may enter into futures
    contracts to purchase the index in order to gain rapid market exposure that
    may in part or entirely offset increases in the cost of securities that it
    intends to purchase.  In many of these transactions, the Fund will purchase
    such securities upon termination of the futures position but, depending on
    market conditions, a futures position may be terminated without the




    corresponding purchases of common stock.  The Fund may also invest in
    securities index futures contracts when the investment adviser believes
    such investment is more efficient, liquid, or cost-effective than investing
    directly in the securities underlying the index.
    An option on a securities index futures contract gives the purchaser the
    right, in return for the premium paid, to assume a position in a securities
    index futures contract.  The Fund may purchase and write put and call
    options on securities index futures contracts in order to hedge all or a
    portion of its investment and may enter into closing purchase transactions
    with respect to written options in order to terminate existing positions.
    There is no guarantee that such closing transactions can be effected.  The
    Fund may also invest in options on securities index futures contracts when
    the investment adviser believes such investment is more efficient, liquid
    or cost-effective than investing directly in the futures contract or in the
    securities underlying the index, or when the futures contract or underlying
    securities are not available for investment upon favorable terms.
    The use of futures and related options involves special consideration and
    risks, for example, (1) the ability of the Fund to utilize futures
    successfully will depend on the investment adviser's ability to predict
    pertinent market movements; (2) there might be imperfect correlation, or
    even no correlation, between the change in market value of the securities
    held by the Fund and the prices of the futures and options thereon relating




    to the securities purchased or sold by the Fund.  The use of futures and
    related options may reduce risk of loss by wholly or partially offsetting
    the negative effect of unfavorable price movements but they can also reduce
    the opportunity for gain by offsetting the positive effect of favorable
    price movements in positions.  No assurance can be given that the
    investment adviser's judgment in this respect will be correct.
    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.
    New futures contracts, options thereon, and other financial products and
    risk management techniques continue to be developed.  The Fund may use
    these investments and techniques to the extent consistent with its
    investment objectives and regulatory and federal tax considerations.
    SWAP AGREEMENTS

    As one way of managing its exposure to different types of investments, the
    Fund may enter into interest rate swaps, currency swaps, and other types of
    swap agreements such as caps, collars, and floors.  Depending on how they




    are used, swap agreements may increase or decrease the overall volatility
    of the Fund's investments, its share price and yield.
    Swap agreements are sophisticated hedging instruments that typically
    involve a small investment of cash relative to the magnitude of risks
    assumed.  As a result, swaps can be highly volatile and may have a
    considerable impact on the Fund's performance.  Swap agreements are subject
    to risks related to the counterparty's ability to perform, and may decline
    in value if the counterparty's creditworthiness deteriorates.  The Fund may
    also suffer losses if it is unable to terminate outstanding swap agreements
    to reduce its exposure through offsetting transactions.  When the Fund
    enters into a swap agreement, assets of the Fund equal to the value of the
    swap agreement will be segregated by the Fund.
    RISK CHARACTERISTICS OF FOREIGN SECURITIES

    Investing in non-U.S. securities carries substantial risks in addition to
    those associated with domestic investments.  In an attempt to reduce some
    of these risks, the Fund diversifies its investments broadly among foreign
    countries which may include both developed and developing countries.
    The Fund may take advantage of the unusual opportunities for higher returns
    available from investing in developing countries.  These investments carry
    considerably more volatility and risk because they generally are associated
    with less mature economies and less stable political systems.




    The economies of foreign countries may differ from the U.S. economy in such
    respects as growth of gross domestic product, rate of inflation, currency
    depreciation, capital reinvestment, resource self-sufficiency, and balance
    of payments position.  Further, the economies of developing countries
    generally are heavily dependent on international trade and, accordingly,
    have been, and may continue to be, adversely affected by trade barriers,
    exchange controls, managed adjustments in relative currency values, and
    other protectionist measures imposed or negotiated by the countries with
    which they trade.  These economies also have been, and may continue to be,
    adversely affected by economic conditions in the countries with which they
    trade.
    Prior governmental approval for foreign investments may be required under
    certain circumstances in some countries, and the extent of foreign
    investment in certain debt securities and domestic companies may be subject
    to limitation.  Foreign ownership limitations also may be imposed by the
    charters of individual companies to prevent, among other concerns,
    violation of foreign investment limitations.
    Repatriation of investment income, capital, and the proceeds of sales by
    foreign investors may require governmental registration and/or approval in
    some countries.  The Fund could be adversely affected by delays in, or a
    refusal to grant, any required governmental registration or approval for
    such repatriation.  Any investment subject to such repatriation controls




    will be considered illiquid if it appears reasonably likely that this
    process will take more than seven days.
    With respect to any foreign country, there is the possibility of
    nationalization, expropriation or confiscatory taxation, political changes,
    governmental regulation, social instability or diplomatic developments
    (including war) which could affect adversely the economies of such
    countries or the value of the Fund's investments in those countries.  In
    addition, it may be difficult to obtain and enforce a judgment in a court
    outside of the United States.
    Brokerage commissions, custodial services, and other costs relating to
    investment may be more expensive than in the United States.  Foreign
    markets may have different clearance and settlement procedures such as
    requiring payment for securities before delivery. In certain markets there
    have been times when settlements have been unable to keep pace with the
    volume of securities transactions, making it difficult to conduct such
    transactions.  The inability of the Fund to make intended security
    purchases due to settlement problems could cause the Fund to miss
    attractive investment opportunities.  Inability to dispose of a portfolio
    security due to settlement problems could result either in losses to the
    Fund due to subsequent declines in value of the portfolio security or, if
    the Fund has entered into a contract to sell the security, could result in
    possible liability to the purchaser.




    CURRENCY RISKS.  Because the majority of 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 Fund assets
    denominated in the currency will increase; correspondingly, if the value of
    a foreign currency declines against the U.S. dollar the value of Fund
    assets denominated in that currency will decrease.  Under the United States
    Internal Revenue Code, as amended (the "Code"), the Fund is required to
    separately account for the foreign currency component of gains or losses,
    which will usually be viewed under the Code as items of ordinary and
    distributable income or loss, thus affecting the Fund's distributable
    income. (See "Federal Income Tax").
    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 Fund
    values its assets daily in U.S. dollars, the Fund will not convert its
    holdings of foreign currencies to U.S. dollars daily. When the Fund
    converts its holdings to another currency, it may incur conversion costs.




    Foreign exchange dealers may realize a profit on the difference between the
    price at which they buy and sell currencies.
    FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
    companies include:
    . less publicly available information about foreign issuers;
    . credit risks associated with certain foreign governments;
    . the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
    . less readily available market quotations on foreign issues;
    . differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
    . differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
    . the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
    . the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
    . foreign brokerage commissions may be higher;
    . unreliable mail service between countries;




    . political or financial changes which adversely affect investments in some
      countries;
    . increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
    . certain markets may require payment for securities before delivery;
    . religious and ethnic instability; and
    . certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
    U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
    discouraged or restricted certain investments abroad by investors such as
    the Fund.  Investors are advised that when such policies are instituted,
    the Fund will abide by them.
    RISK CONSIDERATIONS OF SMALL CAPITALIZATION COMPANIES

    There is typically less publicly available information concerning foreign
    and smaller companies than for domestic and larger, more established
    companies. Some small companies have limited product lines, distribution
    channels and financial and managerial resources. Also, because smaller
    companies normally have fewer shares outstanding than larger companies and
    trade less frequently, it may be more difficult for the Fund to buy and
    sell significant amounts of such shares without an unfavorable impact on
    prevailing market prices. Some of the companies in which the Fund may




    invest may distribute, sell or produce products which have recently been
    brought to market and may be dependent on key personnel with varying
    degrees of experience.
    As with other mutual funds that invest primarily in equity securities, the
    Fund is subject to market risks. That is, the possibility exists that
    common stocks will decline over short or even extended periods of time.
    However, because the Fund invests primarily in small capitalization stocks,
    there are some additional risks factors associated with investments in the
    Fund. In particular, stocks in the small capitalization sector may be more
    volatile in price than larger capitalization stocks. This is because, among
    other things, small companies have less certain growth prospects than
    larger companies; have a lower degree of liquidity in the equity market;
    and tend to have a greater sensitivity to changing economic conditions.
    Further, in addition to exhibiting greater volatility, the stocks of small
    companies may, to some degree, fluctuate independently of the stocks of
    large companies. That is, the stocks of small companies may decline in
    price as the prices of large company stocks rise or vice versa. Therefore,
    investors should expect that the Fund will be more volatile than, and may
    fluctuate independently of broad stock market indices.
    RISK CONSIDERATIONS IN  EMERGING MARKETS

    Investing in securities of issuers in emerging market countries involves
    exposure to significantly higher risk than investing in countries with




    developed markets. Emerging market countries may have economic structures
    that are generally less diverse and mature and political systems that can
    be expected to be less stable than those of developed countries.
    Securities prices in emerging market countries can be significantly more
    volatile than in developed countries, reflecting the greater uncertainties
    of investing in lesser developed markets and economies. In particular,
    emerging market countries may have relatively unstable governments, and may
    present the risk of nationalization of businesses, expropriation,
    confiscatory taxation or, in certain instances, reversion to closed market,
    centrally planned economies. Such countries may also have restrictions on
    foreign ownership or prohibitions on the repatriation of assets, and may
    have less protection of property rights than developed countries.
    The economies of emerging market countries may be predominantly based on
    only a few industries or dependent on revenues from particular commodities
    or on international aid or development assistance, may be highly vulnerable
    to changes in local or global trade conditions, and may suffer from extreme
    and volatile debt burdens or inflation rates. In addition, securities
    markets in emerging market countries may trade a small number of securities
    and may be unable to respond effectively to increases in trading volume,
    potentially resulting in a lack of liquidity and in volatility in the price
    of securities traded on those markets. Also, securities markets in emerging
    market countries typically offer less regulatory protection for investors.




    RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES

    The debt securities in which the Fund invests are usually not in the three
    highest rating categories of a nationally recognized statistical rating
    organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for
    Moody's), but are in the lower rating categories or are unrated, but are of
    comparable quality and have speculative characteristics or are speculative.
    Lower-rated bonds or unrated bonds are commonly referred to as "junk
    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 debt securities rated in the lowest rating category.
    A description of the rating categories is contained in the Appendix to the
    Combined Statement of Additional Information.
    Debt obligations that are not determined to be investment grade are high-
    yield, high-risk bonds, typically subject to greater market fluctuations
    and greater risk of loss of income and principal due to an issuer's
    default.  To a greater extent than investment grade bonds, lower-rated
    bonds tend to reflect short-term corporate, economic, and market
    developments, as well as investor perceptions of the issuer's credit
    quality.  In addition, lower-rated bonds  may be more difficult to dispose
    of or to value than higher-rated, lower-yielding bonds.
    The Fund's investment adviser attempts to reduce the risks described above
    through diversification of the portfolio and by credit analysis of each




    issuer as well as by monitoring broad economic trends and corporate and
    legislative developments.
    INVESTMENT LIMITATIONS
    The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set
        date) or pledge securities except,  under certain circumstances, the
        Fund may borrow up to one-third of the value  of its total assets and
        pledge its assets to secure such borrowings; or
      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase
        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
    The above investment limitations cannot be changed without shareholder
    approval.
    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 Class A Shares in the market
    value of all securities and other assets of the Fund, subtracting the




    interest of Class A Shares in the liabilities of the Fund and those
    attributable to Class A Shares, and dividing the remainder by the total
    number of Class A Shares outstanding. The net asset value for Class A
    Shares may differ from that of Class B Shares and Class C Shares due to the
    variance in daily net income realized by each class. Such variance will
    reflect only accrued net income to which the shareholders of a particular
    class are entitled.
    The net asset value is determined as of the close of trading (normally 4:00
    p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
    except on: (i) days on which there are not sufficient changes in the value
    of the Fund's portfolio securities that its net asset value might be
    materially affected; (ii) days during which no Shares are tendered for
    redemption and no orders to purchase Shares are received; or (iii) the
    following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
    Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
    HOW TO PURCHASE SHARES

    Shares of the Fund are sold on days on which the New York Stock Exchange is
    open. Shares of the Fund may be purchased as described below, either
    through a financial institution (such as a bank or broker/dealer which has
    a sales agreement with the distributor) or by wire or by check directly to
    the Fund, with a minimum initial investment of $500. Additional investments
    can be made for as little as $100. The minimum initial and subsequent




    investment for retirement plans is only $50. (Financial institutions may
    impose different minimum investment requirements on their customers.)
    In connection with any sale, Federated Securities Corp. may from time to
    time offer certain items of nominal value to any shareholder or investor.
    The Fund reserves the right to reject any purchase request. An account must
    be established at a financial institution or by completing, signing, and
    returning the new account form available from the Fund before Shares can be
    purchased.
    WHAT SHARES COST
    Shares are sold at their net asset value next determined after an order is
    received, plus a sales load as follows:
                                                  SALES LOAD AS   DEALER
                                    SALES LOAD AS  A PERCENTAGE  CONCESSION
                                    A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF                     OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION                    PRICE       INVESTED     OFFERING PRICE
    Less than $50,000                 5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%     4.00%
    $100,000 but less than $250,000      3.75%          3.90%     3.25%
    $250,000 but less than $500,000      2.50%          2.56%     2.25%
    $500,000 but less than $1 million    2.00%          2.04%     1.80%
    $1 million or greater                0.00%          0.00%     0.25%*
    * See sub-section entitled "Dealer Concession."
    No sales load is imposed for Shares purchased through bank trust
    departments, investment advisers registered under the Investment Advisers
    Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or to shareholders designated as
    Liberty Life Members. However, investors who purchase Shares through a
    trust department, investment adviser, or retirement plan may be charged an
    additional service fee by the institution. Additionally, no sales load is
    imposed for Shares purchased through "wrap accounts" or similar programs,
    under which clients pay a fee or fees for services.
    DEALER CONCESSION

    For sales of Shares, a dealer will normally receive up to 90% of the
    applicable sales load. Any portion of the sales load which is not paid to a
    dealer will be retained by the distributor. However, the distributor may
    offer to pay dealers up to 100% of the sales load retained by it. Such
    payments may take the form of cash or promotional incentives, such as




    reimbursement of certain expenses of qualified employees and their spouses
    to attend informational meetings about the Fund or other special events at
    recreational-type facilities, or items of material value. In some
    instances, these incentives will be made available only to dealers whose
    employees have sold or may sell a significant amount of Shares. On
    purchases of $1 million or more, the investor pays no sales load; however,
    the distributor will make twelve monthly payments to the dealer totaling
    0.25% of the public offering price over the first year following the
    purchase. Such payments are based on the original purchase price of Shares
    outstanding at each month end.
    The sales load for Shares sold other than through registered broker/dealers
    will be retained by Federated Securities Corp. Federated Securities Corp.
    may pay fees to banks out of the sales load in exchange for sales and/or
    administrative services performed on behalf of the bank's customers in
    connection with the initiation of customer accounts and purchases of
    Shares.
    REDUCING OR ELIMINATING THE SALES LOAD

    The sales load can be reduced or eliminated on the purchase of Shares
    through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;




      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES

    As shown in the table above, larger purchases reduce the sales load paid.
    The Fund will combine purchases of Shares made on the same day by the
    investor, the investor's spouse, and the investor's children under age 21
    when it calculates the sales load. In addition, the sales load, if
    applicable, is reduced for purchases made at one time by a trustee or
    fiduciary for a single trust estate or a single fiduciary account.
    If an additional purchase of Shares is made, the Fund will consider the
    previous purchases still invested in the Fund. For example, if a
    shareholder already owns Shares having a current value at the public
    offering price of $30,000 and he purchases $20,000 more at the current
    public offering price, the sales load on the additional purchase according
    to the schedule now in effect would be 4.50%, not 5.50%.
    To receive the sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the purchase is made that Shares are already owned or that
    purchases are being combined. The Fund will reduce the sales load after it
    confirms the purchases.




    CONCURRENT PURCHASES

    For purposes of qualifying for a sales load reduction, a shareholder has
    the privilege of combining concurrent purchases of two or more funds in the
    Liberty Family of Funds, the purchase price of which includes a sales load.
    For example, if a shareholder concurrently invested $30,000 in one of the
    other funds in the Liberty Family of Funds with a sales load, and $20,000
    in this Fund, the sales load would be reduced.
    To receive this sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the concurrent purchases are made. The Fund will reduce the sales
    load after it confirms the purchases.
    LETTER OF INTENT

    If a shareholder intends to purchase at least $50,000 of shares of the
    funds in the Liberty Family of Funds (excluding money market funds) over
    the next 13 months, the sales load may be reduced by signing a letter of
    intent to that effect. This letter of intent includes a provision for a
    sales load adjustment depending on the amount actually purchased within the
    13-month period and a provision for the custodian to hold up to 5.50% of
    the total amount intended to be purchased in escrow (in Shares) until such
    purchase is completed.




     The Shares held in escrow in the shareholder's account will be released
    upon fulfillment of the letter of intent or the end of the 13-month period,
    whichever comes first. If the amount specified in the letter of intent is
    not purchased, an appropriate number of escrowed Shares may be redeemed in
    order to realize the difference in the sales load.
    While this letter of intent will not obligate the shareholder to purchase
    Shares, each purchase during the period will be at the sales load
    applicable to the total amount intended to be purchased. At the time a
    letter of intent is established, current balances in accounts in any Shares
    of any fund in the Liberty Family of Funds, excluding money market
    accounts, will be aggregated to provide a purchase credit towards
    fulfillment of the letter of intent. Prior trade prices will not be
    adjusted.
    REINVESTMENT PRIVILEGE

    If Shares in the Fund have been redeemed, the shareholder has the
    privilege, within 120 days, to reinvest the redemption proceeds at the
    next-determined net asset value without any sales load. Federated
    Securities Corp. must be notified by the shareholder in writing or by his
    financial institution of the reinvestment in order to eliminate a sales
    load. If the shareholder redeems his Shares in the Fund, there may be tax
    consequences.




    PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
    COMPANIES

    Investors may purchase Shares at net asset value, without a sales load,
    with the proceeds from the redemption of shares of an unaffiliated
    investment company that were purchased or sold with a sales load or
    commission and were not distributed by Federated Securities Corp. The
    purchase must be made within 60 days of the redemption, and Federated
    Securities Corp. must be notified by the investor in writing, or by his
    financial institution, at the time the purchase is made. From time to time,
    the Fund may offer dealers a payment of .50 of 1.00% for Shares purchased
    under this program. If Shares are purchased in this manner, Fund purchases
    will be subject to a contingent deferred sales charge for one year from the
    date of purchase. Shareholders will be notified prior to the implementation
    of any special offering as described above.
    PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION

    An investor may call his financial institution (such as a bank or an
    investment dealer) to place an order to purchase Shares. Orders placed
    through a financial institution are considered received when the Fund is
    notified of the purchase order or when payment is converted into federal
    funds. Purchase orders through a registered broker/dealer must be received
    by the broker before 4:00 p.m. (Eastern time) and must be transmitted by




    the broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. Purchase orders through other
    financial institutions must be received by the financial institution and
    transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. It is the financial institution's
    responsibility to transmit orders promptly. Financial institutions may
    charge additional fees for their services.
    PURCHASING SHARES BY WIRE

    Once an account has been established, Shares may be purchased by wire by
    calling the Fund. All information needed will be taken over the telephone,
    and the order is considered received immediately. Payment for purchases
    which are subject to a sales load must be received within three business
    days following the order. Payment for purchases on which no sales load is
    imposed must be received before 3:00 p.m. (Eastern time) on the next
    business day following the order. Federal funds should be wired as follows:
    State Street Bank and Trust Company, Boston, Massachusetts; Attn: EDGEWIRE;
    For Credit to: (Fund Name) (Fund Class); (Fund Number); Account Number;
    Trade Date and Order Number; Group Number or Dealer Number; Nominee or
    Institution Name; and ABA Number 011000028. Shares cannot be purchased by
    wire on holidays when wire transfers are restricted.




    PURCHASING SHARES BY CHECK

    Once an account has been established, Shares may be purchased by sending a
    check made payable to the name of the Fund (designate class of Shares and
    account number) to: Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600. Orders by mail are considered received when
    payment by check is converted into federal funds (normally the business day
    after the check is received).
    SPECIAL PURCHASE FEATURES
    SYSTEMATIC INVESTMENT PROGRAM

    Once a Fund account has been opened, shareholders may add to their
    investment on a regular basis in a minimum amount of $100. Under this
    program, funds may be automatically withdrawn periodically from the
    shareholder's checking account at an Automated Clearing House ("ACH")
    member and invested in the Fund at the net asset value next determined
    after an order is received by the Fund, plus the sales load, if applicable.
    Shareholders should contact their financial institution or the Fund to
    participate in this program.
    RETIREMENT PLANS

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




    EXCHANGE PRIVILEGE

    Class A shareholders may exchange all or some of their Shares for Class A
    Shares of other funds in the Liberty Family of Funds at net asset value.
    Shareholders of Class A Shares may also exchange into certain other funds
    for which affiliates of Federated Investors serve as investment adviser or
    principal underwriter ("Federated Funds") which are sold with a sales load
    different from that of the Fund's or with no sales load, and which are
    advised by subsidiaries or affiliates of Federated Investors. These
    exchanges are made at net asset value plus the difference between the
    Fund's sales load already paid and any sales load of the Federated Fund
    into which the Shares are to be exchanged, if higher. Neither the Fund nor
    any of the funds in the Liberty Family of Funds imposes any additional fees
    on exchanges. Shareholders in certain other Federated Funds may exchange
    their shares in the Federated Funds for Class A Shares.
    REQUIREMENTS FOR EXCHANGE

    Shareholders using this privilege must exchange Shares having a net asset
    value equal to the minimum investment requirements of the fund into which
    the exchange is being made. Before the exchange, the shareholder must
    receive a prospectus of the fund for which the exchange is being made.
    This privilege is available to shareholders resident in any state in which
    the shares being acquired may be sold. Upon receipt of proper instructions




    and required supporting documents, Shares submitted for exchange are
    redeemed and proceeds invested in the same class of shares of the other
    fund. The exchange privilege may be modified or terminated at any time.
    Shareholders will be notified of the modification or termination of the
    exchange privilege.
    Further information on the exchange privilege and prospectuses for the
    Liberty Family of Funds are available by contacting the Fund.
    TAX CONSEQUENCES

    An exercise of the exchange privilege is treated as a sale for federal
    income tax purposes. Depending upon the circumstances, a capital gain or
    loss may be realized.
    MAKING AN EXCHANGE

    Instructions for exchanges for the Liberty Family of Funds or certain
    Federated Funds may be given in writing or by telephone. Written
    instructions may require a signature guarantee. Shareholders of the Fund
    may have difficulty in making exchanges by telephone through brokers and
    other financial institutions during times of drastic economic or market
    changes. If a shareholder cannot contact his broker or financial
    institution by telephone, it is recommended that an exchange request be
    made in writing and sent by overnight mail to Federated Services Company,
    500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.




    TELEPHONE INSTRUCTIONS

    Telephone instructions made by the investor may be carried out only if a
    telephone authorization form completed by the investor is on file with the
    Fund. If the instructions are given by a broker, a telephone authorization
    form completed by the broker must be on file with the Fund. If reasonable
    procedures are not followed by the Fund, it may be liable for losses due to
    unauthorized or fraudulent telephone instructions. Shares may be exchanged
    between two funds by telephone only if the two funds have identical
    shareholder registrations.
    Any Shares held in certificate form cannot be exchanged by telephone but
    must be forwarded to Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600 and deposited to the shareholder's account before
    being exchanged. Telephone exchange instructions are recorded and will be
    binding upon the shareholder. Such instructions will be processed as of
    4:00 p.m. (Eastern time) and must be received by the Fund before that time
    for Shares to be exchanged the same day. Shareholders exchanging into a
    fund will begin receiving dividends the following business day. This
    privilege may be modified or terminated at any time.
    HOW  TO REDEEM SHARES

    Shares are redeemed at their net asset value, less any applicable
    contingent deferred sales charge, next determined after the Fund receives




    the redemption request. Redemptions will be made on days on which the Fund
    computes its net asset value. Redemption requests must be received in
    proper form and can be made as described below.
    REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION

    Shares of the Fund may be redeemed by calling your financial institution to
    request the redemption. Shares will be redeemed at the net asset value,
    less any applicable contingent deferred sales charge next determined after
    the Fund receives the redemption request from the financial institution.
    Redemption requests through a registered broker/dealer must be received by
    the broker before 4:00 p.m. (Eastern time) and must be transmitted by the
    broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares to
    be redeemed at that day's net asset value. Redemption requests through
    other financial institutions (such as banks) must be received by the
    financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
    time) in order for Shares to be redeemed at that day's net asset value. The
    financial institution is responsible for promptly submitting redemption
    requests and providing proper written redemption instructions. Customary
    fees and commissions may be charged by the financial institution for this
    service.




    REDEEMING SHARES BY TELEPHONE

    Shares may be redeemed in any amount by calling the Fund provided the Fund
    has a properly completed authorization form. These forms can be obtained
    from Federated Securities Corp. Proceeds will be mailed in the form of a
    check, to the shareholder's address of record or by wire transfer to the
    shareholder's account at a domestic commercial bank that is a member of the
    Federal Reserve System. The minimum amount for a wire transfer is $1,000.
    Proceeds from redeemed Shares purchased by check or through ACH will not be
    wired until that method of payment has cleared.
    Telephone instructions will be recorded. If reasonable procedures are not
    followed by the Fund, it may be liable for losses due to unauthorized or
    fraudulent telephone instructions. In the event of drastic economic or
    market changes, a shareholder may experience difficulty in redeeming by
    telephone. If this occurs, "Redeeming Shares By Mail" should be considered.
    If at any time the Fund shall determine it necessary to terminate or modify
    the telephone redemption privilege, shareholders would be promptly
    notified.
    REDEEMING SHARES BY MAIL

    Shares may be redeemed in any amount by mailing a written request to:
    Federated Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston,
    Massachusetts 02266-8600.




    The written request should state: Fund Name and the Class designation; the
    account name as registered with the Fund; the account number; and the
    number of Shares to be redeemed or the dollar amount requested. All owners
    of the account must sign the request exactly as the Shares are registered.
    It is recommended that any share certificates be sent by insured mail with
    the written request.
    Shareholders requesting a redemption of any amount to be sent to an address
    other than that on record with the Fund, or a redemption payable other than
    to the shareholder of record must have their signatures guaranteed by a
    bank which is a member of the Federal Deposit Insurance Corporation, a
    trust company, a member firm of a domestic stock exchange, or any other
    "eligible guarantor institution," as defined by the Securities and Exchange
    Act of 1934, as amended. 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.
    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.




    SPECIAL REDEMPTION FEATURES
    SYSTEMATIC WITHDRAWAL PROGRAM

    Shareholders who desire to receive payments of a predetermined amount not
    less than $100 may take advantage of the Systematic Withdrawal Program.
    Under this program, Shares are redeemed to provide for periodic withdrawal
    payments in an amount directed by the shareholder.
    Depending upon the amount of the withdrawal payments, the amount of
    dividends paid and capital gains distributions with respect to Shares, and
    the fluctuation of the net asset value of Shares redeemed under this
    program, redemptions may reduce, and eventually deplete, the shareholder's
    investment in the Fund. For this reason, payments under this program should
    not be considered as yield or income on the shareholder's investment in the
    Fund. To be eligible to participate in this program, a shareholder must
    have an account value of at least $10,000. A shareholder may apply for
    participation in this program through his financial institution. Due to the
    fact that Shares are sold with a sales load, it is not advisable for
    shareholders to continue to purchase Shares while participating in this
    program.
    CONTINGENT DEFERRED SALES CHARGE
    Class A Shares purchased under a periodic special offering with the
    proceeds of a redemption of shares of an unaffiliated investment company
    purchased or redeemed with a sales load and not distributed by Federated




    Securities Corp. may be charged a contingent deferred sales charge of .50
    of 1.00% for redemptions made within one full year of purchase. Any
    applicable contingent deferred sales charge will be imposed on the lesser
    of the net asset value of the redeemed Shares at the time of purchase or
    the net asset value of the redeemed Shares at the time of redemption.
    The contingent deferred sales charge will be deducted from the redemption
    proceeds otherwise payable to the shareholder and will be retained by the
    distributor. The contingent deferred sales charge will not be imposed with
    respect to: (1) Shares acquired through the reinvestment of dividends or
    distributions of long-term capital gains; and (2) Shares held for more than
    one full year from the date of purchase. Redemptions will be processed in a
    manner intended to maximize the amount of redemption which will not be
    subject to a contingent deferred sales charge. In computing the amount of
    the applicable contingent deferred sales charge, redemptions are deemed to
    have occurred in the following order: (1) Shares acquired through the
    reinvestment of dividends and long-term capital gains; (2) Shares held for
    more than one full year from the date of purchase; (3) Shares held for less
    than one full year from the date of purchase on a first-in, first-out
    basis. A contingent deferred sales charge is not assessed in connection
    with an exchange of Fund Shares for shares of other funds in the Liberty
    Family of Funds in the same class (see "Exchange Privilege"). Any
    contingent deferred sales charge imposed at the time the exchanged-for




    Shares are redeemed is calculated as if the shareholder had held the shares
    from the date on which he became a shareholder of the exchanged-from
    Shares. Moreover, the contingent deferred sales charge will be eliminated
    with respect to certain redemptions (see "Elimination of Contingent
    Deferred Sales Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
    The contingent deferred sales charge will be eliminated with respect to the
    following redemptions: (1) redemptions following the death or disability,
    as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as
    amended, of a shareholder; (2) redemptions representing minimum required
    distributions from an Individual Retirement Account or other retirement
    plan to a shareholder who has attained the age of 70-1/2; and (3)
    involuntary redemptions by the Fund of Shares in shareholder accounts that
    do not comply with the minimum balance requirements. No contingent deferred
    sales charge will be imposed on redemptions of Shares held by Directors,
    employees and sales representatives of the Fund, the distributor, or
    affiliates of the Fund or distributor; employees of any financial
    institution that sells Shares of the Fund pursuant to a sales agreement
    with the distributor; and spouses and children under the age of 21 of the
    aforementioned persons. Finally, no contingent deferred sales charge will
    be imposed on the redemption of Shares originally purchased through a bank
    trust department, an investment adviser registered under the Investment




    Advisers Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or any other financial institution, to
    the extent that no payments were advanced for purchases made through such
    entities. The Directors reserve the right to discontinue elimination of the
    contingent deferred sales charge. Shareholders will be notified of such
    elimination. Any Shares purchased prior to the termination of such waiver
    would have the contingent deferred sales charge eliminated as provided in
    the Fund's prospectus at the time of the purchase of the Shares. If a
    shareholder making a redemption qualifies for an elimination of the
    contingent deferred sales charge, the shareholder must notify Federated
    Securities Corp. or the transfer agent in writing that he is entitled to
    such elimination.
    ACCOUNT AND SHARE INFORMATION
    CERTIFICATES AND CONFIRMATIONS

    As transfer agent for the Fund, Federated Services Company maintains a
    Share account for each shareholder. Share certificates are not issued
    unless requested in writing to Federated Services Company.
    Detailed confirmations of each purchase and redemption are sent to each
    shareholder. Monthly confirmations are sent to report dividends paid during
    that month.




    DIVIDENDS

    Dividends are declared and paid annually to all shareholders invested in
    the Fund on the record date. Dividends and distributions are automatically
    reinvested in additional Shares of the Fund on payment dates at the ex-
    dividend date net asset value without a sales load, unless shareholders
    request cash payments on the new account form or by contacting the transfer
    agent. All shareholders on the record date are entitled to the dividend. If
    Shares are redeemed or exchanged prior to the record date or purchased
    after the record date, those Shares are not entitled to that year's
    dividend.
    CAPITAL GAINS

    Net long-term capital gains realized by the Fund, if any, will be
    distributed at least once every twelve months.
    ACCOUNTS WITH LOW BALANCES

    Due to the high cost of maintaining accounts with low balances, the Fund
    may redeem Shares in any account, except retirement plans, and pay the
    proceeds to the shareholder if the account balance falls below the required
    minimum value of $500. This requirement does not apply, however, if the
    balance falls below the required minimum value because of changes in the
    net asset value of Shares. 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.
    CORPORATION INFORMATION

    MANAGEMENT OF THE CORPORATION
    BOARD OF DIRECTORS

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

    Investment decisions for the Fund are made by the Fund's investment
    adviser, Federated Global Research Corp. (the "Adviser"), subject to
    direction by the Directors. The Adviser continually conducts investment
    research and supervision for the Fund and is responsible for the purchase
    or sale of portfolio instruments, for which it receives an annual fee from
    the Fund. The Adviser's address is 175 Water Street, New York, New York
    10038-4965.




    ADVISORY FEES

    The Adviser receives an annual investment advisory fee equal to 1.25% 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 investment advisory contract, which provides for the voluntary
    waiver of the advisory fee 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 can terminate this voluntary waiver
    at any time in its sole discretion. The Adviser has also undertaken to
    reimburse the Fund for operating expenses in excess of limitations
    established by certain states.
    ADVISER'S BACKGROUND

    Federated Global Research Corp., incorporated in Delaware on May 12, 1995,
    is a registered investment adviser under the Investment Advisers Act of
    1940, as amended. 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 Global Research Corp.  and other subsidiaries of Federated
    Investors serve as investment advisers to a number of investment companies
    and private accounts. Certain other subsidiaries also provide
    administrative services to a number of investment companies. With over $72
    billion invested across more than 260 funds under management and/or
    administration by its subsidiaries, as of December 31, 1994, Federated
    Investors is one of the largest mutual fund investment managers in the
    United States. With more than 1,750 employees, Federated continues to be
    led by the management who founded the company in 1955. Federated funds are
    presently at work in and through 4,000 financial institutions nationwide.
    More than 100,000 investment professionals have selected Federated funds
    for their clients.
    Drew J. Collins has been the Fund's portfolio manager since its inception.
    Mr. Collins joined Federated Investors in 1995 as a Senior Vice President
    of the Fund's investment adviser.  Mr. Collins served as Vice
    President/Portfolio Manager of international equity portfolios at Arnold
    and S. Bleichroeder, Inc. from 1994 to 1995.  He served as an Assistant
    Vice President/Portfolio Manager for international equities at the College
    Retirement Equities Fund from 1986 to 1994.  Mr. Collins is a Chartered
    Financial Analyst and received his M.B.A. in finance from the University of
    Pennsylvania.




    Henry A. Frantzen has been the Fund's portfolio manager since its
    inception.  Mr. Frantzen joined Federated Investors in 1995 as an Executive
    Vice President of the Fund's investment adviser.  Mr. Frantzen served as
    Chief Investment Officer of international equities at Brown Brothers
    Harriman & Co. from 1992 to 1995.  He was the Executive Vice President and
    Director of Equities at Oppenheimer Management Corporation from 1989 to
    1991.  Mr. Frantzen received his B.S. in finance and marketing from the
    University of North Dakota.
    Tracy P. Stouffer has been the Fund's portfolio manager since its
    inception.  Ms. Stouffer joined Federated Investors in 1995 as a Vice
    President of the Fund's investment adviser.  Ms. Stouffer served as Vice
    President/Portfolio Manager of international equity funds at Clariden Asset
    Managemnet (NY) Inc. from 1988 to 1995.  Ms. Stouffer is a Chartered
    Financial Analyst and received her M.B.A. in marketing from the University
    of Western Ontario, Canada.
    Both the Corporation and the Adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a
    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interest. Among other things, the
    codes: require preclearance and periodic reporting of personal securities
    transactions; prohibit personal transactions in securities being purchased




    or sold, or being considered for purchase or sale, by the Fund; prohibit
    purchasing securities in initial public offerings; and prohibit taking
    profits on securities held for less than sixty days. Violations of the
    codes are subject to review by the Board of Directors, and could result in
    severe penalties.
    DISTRIBUTION OF CLASS A SHARES
    Federated Securities Corp. is the principal distributor for Shares of the
    Fund. Federated Securities Corp. is located at Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. It is a Pennsylvania corporation
    organized on November 14, 1969, and is the principal distributor for a
    number of investment companies. Federated Securities Corp. is a subsidiary
    of Federated Investors.
    DISTRIBUTION PLAN AND SHAREHOLDER SERVICES

    Under a distribution plan adopted in accordance with Investment Company Act
    Rule 12b-1 (the "Distribution Plan"), the distributor may be paid a fee in
    an amount computed at an annual rate of up to .25 of l% of the average
    daily net assets of Shares to finance any activity which is principally
    intended to result in the sale of Shares subject to the Distribution Plan.
    The Fund does not currently make payments to the distributor or charge a
    fee under the Distribution Plan for Shares, and shareholders will be
    notified if the Fund intends to charge a fee under the Distribution Plan.
    For Shares, the distributor may select financial institutions such as




    banks, fiduciaries, custodians for public funds, investment advisers, and
    broker/dealers to provide sales services or distribution-related support
    services as agents for their clients or customers.
    The Distribution Plan is a compensation type plan. As such, the Fund makes
    no payments to the distributor except as described above. Therefore, the
    Fund does not pay for unreimbursed expenses of the distributor, including
    amounts expended by the distributor in excess of amounts received by it
    from the Fund, interest, carrying or other financing charges in connection
    with excess amounts expended, or the distributor's overhead expenses.
    However, the distributor may be able to recover such amounts or may earn a
    profit from future payments made by Shares under the Plan.
    In addition, the Fund has entered into a Shareholder Services Agreement
    with Federated Shareholder Services, a subsidiary of Federated Investors,
    under which the Fund may make payments up to 0.25 of 1% of the average
    daily net asset value of Shares to obtain certain personal services for
    shareholders and for the maintenance of shareholder accounts ("Shareholder
    Services"). Under the Shareholder Services Agreement, Federated Shareholder
    Services will either perform Shareholder Services directly or will select
    financial institutions to perform Shareholder Services. Financial
    institutions will receive fees based upon Shares owned by their clients or
    customers. The schedules of such fees and the basis upon which such fees




    will be paid will be determined from time to time by the Fund and Federated
    Shareholder Services.
    In addition to payments made pursuant to the Distribution Plan and
    Shareholder Services Agreement, Federated Securities Corp. and Federated
    Shareholder Services, from their own assets, may pay financial institutions
    supplemental fees for the performance of sales services, distribution-
    related support services, or shareholder services.
    The Glass-Steagall Act prohibits a depository institution (such as a
    commercial bank or savings 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 capacities
    described above or should Congress relax current restrictions on depository
    institutions, the Directors will consider appropriate changes in the
    services.
    State securities laws governing the ability of depository institutions to
    act as underwriters or distributors of securities may differ from
    interpretations given to the Glass-Steagall Act and, therefore, banks and
    financial institutions may be required to register as dealers pursuant to
    state laws.
    OTHER PAYMENTS TO FINANCIAL INSTITUTIONS

    Federated Securities Corp. will pay financial institutions, at the time of
    purchase, an amount equal to .50 of 1% of the net asset value of Shares




    purchased by their clients or customers under certain qualified retirement
    plans as approved by Federated Securities Corp. (Such payments are subject
    to a reclaim from the financial institution should the assets leave the
    program within 12 months after purchase.)
    Furthermore, the distributor may offer to pay a fee from its own assets to
    financial institutions as financial assistance for providing substantial
    marketing and sales support. The support may include sponsoring sales,
    educational and training seminars for their employees, providing sales
    literature, and engineering computer software programs that emphasize the
    attributes of the Fund. Such assistance will be predicated upon the amount
    of Shares the financial institution sells or may sell, and/or upon the type
    and nature of sales or marketing support furnished by the financial
    institution. Any payments made by the distributor may be reimbursed by the
    Fund's Adviser or its affiliates.
    ADMINISTRATION OF THE FUND
    ADMINISTRATIVE SERVICES

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




               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
    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, P.O. Box 8600, Boston, Massachusetts
    02266-8600, is custodian for the securities and cash of the Fund. Foreign
    instruments purchased by the Fund are held by foreign banks participating
    in a network coordinated by State Street Bank.
    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

    Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-
    8600, is transfer agent for the Shares of the Fund, and dividend disbursing
    agent for the Fund.




    INDEPENDENT AUDITORS

    The independent auditors for the Fund are Ernst & Young LLP, One Oxford
    Centre, Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES
    Holders of Shares pay their allocable portion of Corporation and portfolio
    expenses.
    The Corporation expenses for which holders of Class A Shares pay their
    allocable portion include, but are not limited to: the cost of organizing
    the Corporation and continuing its existence; registering the Corporation
    with federal and state securities authorities; Directors' fees; auditors'
    fees; the cost of meetings of Directors; legal fees of the Corporation;
    association membership dues; and such non-recurring and extraordinary items
    as may arise from time to time.
    The portfolio expenses for which holders of Class A Shares pay their
    allocable portion include, but are not limited to: registering the
    portfolio and Class A Shares of the portfolio; investment advisory
    services; taxes and commissions; custodian fees; insurance premiums;
    auditors' fees; and such non-recurring and extraordinary items as may arise
    from time to time.
    At present, the only expenses which are allocated specifically to Class A
    Shares as a class are expenses under the Corporation's Distribution Plan
    and fees for Shareholder Services. However, the Directors reserve the right




    to allocate certain other expenses to holders of Class A Shares as they
    deem appropriate ("Class Expenses"). In any case, Class Expenses would be
    limited to: distribution fees; transfer agent fees as identified by the
    transfer agent as attributable to holders of Class A Shares; printing and
    postage expenses related to preparing and distributing materials such as
    shareholder reports, prospectuses and proxies to current shareholders;
    registration fees paid to the Securities and Exchange Commission and to
    state securities commissions; expenses related to administrative personnel
    and services as required to support holders of Class A Shares; legal fees
    relating solely to Class A Shares; and Directors' fees incurred as a result
    of issues related solely to Class A Shares.
    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 Directors.




    SHAREHOLDER INFORMATION

    VOTING RIGHTS
    Each share of the Fund gives the shareholder one vote in Director elections
    and other matters submitted to shareholders for vote. All Shares of each
    Fund or class in the Corporation have equal voting rights, except that in
    matters affecting only a particular Fund or class, only Shares of that Fund
    or class are entitled to vote.
    As a Maryland corporation, the Corporation is not required to hold annual
    shareholder meetings. Shareholder approval will be sought only for certain
    changes in the Corporation's or the Fund's operation and for the election
    of Directors under certain circumstances.
    Directors may be removed by the Directors or by shareholders at a special
    meeting. A special meeting of shareholders shall be called by the Directors
    upon the written request of shareholders owning at least 10% of the
    Corporation's outstanding shares of all series entitled to vote.
    TAX INFORMATION

    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Code applicable to regulated investment companies and
    to receive the special tax treatment afforded to such companies. However,
    the Fund 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 Fund upon disposition of PFIC
    investments.
    The Fund will be treated as a single, separate entity for federal income
    tax purposes so that income (including capital gains) and losses realized
    by the Corporation's other portfolios will not be combined for tax purposes
    with those realized by the Fund.
    Investment income received by the Fund from sources within foreign
    countries may be subject to foreign taxes withheld at the source. The
    United States has entered into tax treaties with many foreign countries
    that entitle the Fund to reduced tax rates or exemptions on this income.
    The effective rate of foreign tax cannot be predicted since the amount of
    Fund assets to be invested within various countries is unknown. However,
    the Fund intends to operate so as to qualify for treaty-reduced tax rates
    where applicable.
    Unless otherwise exempt, shareholders are required to pay federal income
    tax on any dividends and other distributions, including capital gains
    distributions, received. This applies whether dividends and distributions
    are received in cash or as additional Shares. Distributions representing
    long-term capital gains, if any, will be taxable to shareholders as long-
    term capital gains no matter how long the shareholders have held the




    Shares. No federal income tax is due on any dividends earned in an IRA or
    qualified retirement plan until distributed.
    Due to differences in the book and tax treatment of fixed income securities
    denominated in foreign currencies, it is difficult to project currency
    effects on an interim basis. Therefore, to the extent that currency
    fluctuations cannot be anticipated, a portion of distributions to
    shareholders could later be designated as a return of capital, rather than
    income, for income tax purposes, which may be of particular concern to
    simple trusts.
    If more than 50% of the value of the Fund's assets at the end of the tax
    year is represented by stock or securities of foreign corporations, the
    Fund intends to qualify for certain Code stipulations that would allow
    shareholders to claim a foreign tax credit or deduction on their U.S.
    income tax returns. The Code may limit a shareholder's ability to claim a
    foreign tax credit. Furthermore, shareholders who elect to deduct their
    portion of the Fund's foreign taxes rather than take the foreign tax credit
    must itemize deductions on their income tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
    Fund shares are exempt from personal property taxes imposed by counties,
    municipalities, and school districts in Pennsylvania.
    Shareholders are urged to consult their own tax advisers regarding the
    status of their accounts under state and local tax laws.




    PERFORMANCE INFORMATION

    From time to time, the Fund advertises its total return and yield for Class
    A Shares.
    Total return represents the change, over a specific period of time, in the
    value of an investment in Class A Shares after reinvesting all income and
    capital gains distributions. It is calculated by dividing that change by
    the initial investment and is expressed as a percentage.
    The yield of Class A Shares is calculated by dividing the net investment
    income per share (as defined by the Securities and Exchange Commission)
    earned by Class A Shares over a thirty-day period by the maximum offering
    price per share of each class on the last day of the period. This number is
    then annualized using semi-annual compounding. The yield does not
    necessarily reflect income actually earned by Class A Shares and,
    therefore, may not correlate to the dividends or other distributions paid
    to shareholders.
    The performance information reflects the effect of non-recurring charges,
    such as the maximum sales load or contingent deferred sales charges, which,
    if excluded, would increase the total return and yield.
    Total return and yield will be calculated separately for Class A Shares,
    Class B Shares, and Class C Shares.
    From time to time, advertisements for Class A Shares of the Fund may refer
    to ratings, rankings, and other information in certain financial




    publications and/or compare the performance of Class A Shares to certain
    indices.
    OTHER CLASSES OF SHARES

    As of the date of this prospectus, the Fund also offers two other classes
    of shares called Class B Shares and Class C Shares. This prospectus relates
    only to Class A Shares.
    Class B Shares are sold primarily to customers of financial institutions,
    subject to a maximum contingent deferred sales charge of 5.50%. The Fund
    has also adopted a Distribution Plan whereby the distributor is paid a fee
    of up to .75 of 1% and a Shareholder Services fee of up to .25 of 1% of the
    Class B Shares' average daily net assets with respect to Class B Shares.
    Investments in Class B Shares are subject to a minimum initial investment
    of $1,500, unless the investment is in a retirement account, in which case
    the minimum investment is $50.
    Class C Shares are sold primarily to customers of financial institutions at
    net asset value with no initial sales load. Class C Shares are distributed
    pursuant to a Distribution Plan adopted by the Fund whereby the distributor
    is paid a fee of up to .75 of 1%, in addition to a Shareholder Services fee
    of .25 of 1% of the Class C Shares' average daily net assets. In addition,
    Class C Shares may be subject to certain contingent deferred sales charges.
    Investments in Class C Shares are subject to a minimum initial investment




    of $1,500, unless the investment is in a retirement account, in which case
    the minimum investment is $50.
    Class A Shares, Class B Shares, and Class C Shares are subject to certain
    of the same expenses. Expense differences, however, among Class A Shares,
    Class B Shares, and Class C Shares may affect the performance of each
    class.
    To obtain more information and a prospectus for either Class B Shares or
    Class C Shares, investors may call 1-800-235-4669 or contact their
    financial institution.

                              FEDERATED INTERNATIONAL SMALL COMPANY FUND
                              (A portfolio of World Investment Series, Inc.)
                              Class A Shares

                                      Prospectus


                                      An Open-End, Diversified Management
                                      Investment Company

                                      February 13, 1996




         FEDERATED SECURITIES CORP.


          Distributor
          G01473-01a(11/95)
          A subsidiary of FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779


                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                 (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION
   This  Combined Statement of Additional Information should be read with the
   combined prospectus for   Class A Shares, Class B Shares, and Class C
   Shares, or the stand-alone prospectus for Class A Shares of Federated
   International Small Company Fund (the "Fund") dated February 13, 1996. This
   Statement is not a prospectus itself. To receive a copy of either
   prospectus, write or call the Fund.
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

   Statement dated February 13, 1996


           FEDERATED SECURITIES CORP.
           FEDERATED INVESTORS   
 Distributor




   GENERAL INFORMATION ABOUT THE               Special Considerations Affecting
     FUND                     3                 Emerging
                                                Markets                 33
   INVESTMENT OBJECTIVE AND POLICIES
                                               Additional Risk Considerations
                              3
                                                                        34
     Convertible Securities   3                Portfolio Turnover       35
     Warrants                 4                Investment Limitations   36
     Sovereign Debt Obligations5              WORLD INVESTMENT SERIES, INC.
     When-Issued and Delayed Delivery          MANAGEMENT               43
      Transactions            6
                                               Fund Ownership           54
     Lending of Portfolio Securities
                                               Directors Compensation   54
                              6
                                              INVESTMENT ADVISORY SERVICES
     Repurchase Agreements    7
                                                                        57
     Reverse Repurchase Agreements
                              8                Adviser to the Fund      57
     Restricted and Illiquid                   Advisory Fees            58
      Securities              8                Other Related Services   59
     Futures and Options Transactions         ADMINISTRATIVE SERVICES   59
                             10
                                              TRANSFER AGENT AND DIVIDEND
     Risks                   19
                                               DISBURSING AGENT         59
     Foreign Currency Transactions
                             27               BROKERAGE TRANSACTIONS    60




   PURCHASING SHARES         61               TOTAL RETURN              69

     Distribution Plan and                    YIELD                     70
      Shareholder Services Agreement
                                              PERFORMANCE COMPARISONS   71
                             62
     Conversion to Federal Funds              ABOUT FEDERATED INVESTORS 74
                             63
                                               Mutual Fund Market       75
     Purchases by Sales
                                               Institutional            75
      Representatives, Directors, and
                                               Trust Organizations      76
      Employees of the Fund  63
                                               Broker/Dealers and Bank
   DETERMINING NET ASSET VALUE64
                                                Broker/Dealer Subsidiaries
     Determining Market Value of                                        76
      Securities             64               APPENDIX                  76
     Trading in Foreign Securities
                             65
   REDEEMING SHARES          66

     Redemption in Kind      67
   TAX STATUS                68

     The Fund's Tax Status   68
     Foreign Taxes           69
     Shareholders' Tax Status69




    GENERAL INFORMATION ABOUT THE FUND

    The Fund is a portfolio of World Investment Series, Inc. (the
    "Corporation"), which was established under the laws of the State of
    Maryland on January 25, 1994.
    Shares of the Fund are offered in three classes known as Class A Shares,
    Class B Shares, and Class C Shares (individually and collectively referred
    to as "Shares" as the context may require).  This Combined Statement of
    Additional Information relates to all three classes of the above-mentioned
    Shares.
    INVESTMENT OBJECTIVE AND POLICIES

    The investment objective of the Fund is to provide long-term growth of
    capital.  Any income realized from the portfolio is incidental.  The Fund
    pursues its investment objective by investing primarily in a portfolio of
    equity securities of small foreign companies.  The investment objective
    cannot be changed without approval of shareholders.
    CONVERTIBLE SECURITIES
    The convertible bonds and convertible preferred stocks in which the Fund
    may invest generally retain the investment characteristics of fixed income
    securities until they have been converted but also react to movements in
    the underlying equity securities.  The prices of fixed income securities
    fluctuate inversely to the direction of interest rates. The holder is




    entitled to received the fixed income of a bond or the dividend preference
    of a preferred stock until the holder elects to exercise the conversion
    privilege.  Usable bonds are corporate bonds that can be used in whole or
    in part, customarily at full face value, in lieu of cash to purchase the
    issuer's common stock.
    Convertible securities are senior to equity securities, and therefore have
    a claim to assets of the corporation prior to the holders of common stock
    in the case of liquidation.  However, convertible securities are generally
    subordinated to similar nonconvertible securities of the same company.  The
    interest income and dividends from convertible bonds and preferred stocks
    provide a stable stream of income with generally higher yields than common
    stocks, but lower than nonconvertible securities of similar quality.  The
    Fund will exchange or convert the convertible securities held in its
    portfolio into shares of the underlying common stocks when, in the
    investment adviser's opinion, the investment characteristics of the
    underlying common shares will assist the Fund in achieving it investment
    objective.  Otherwise, the Fund will hold or trade the convertible
    securities.
    WARRANTS
    The Fund may invest in warrants.  Warrants are options to purchase common
    stock at a specific price (usually at a premium above the market value of
    the optioned common stock at issuance) valid for a specific period of time.




    Warrants may have a life ranging from less than a year to twenty years or
    may be perpetual.  However, most warrants have expiration dates after which
    they are worthless.  In addition, if the market price of the common stock
    does not exceed the warrant's exercise price during the life of the
    warrant, the warrant will expire as worthless.  Warrants have no voting
    rights, pay no dividends, and have no rights with respect to the assets of
    the corporation issuing them. The percentage increase or decrease in the
    market price of the warrant may tend to be greater than the percentage
    increase or decrease in the market price of the optioned common stock.
    SOVEREIGN DEBT OBLIGATIONS
    The Fund may purchase sovereign debt instruments issued or guaranteed by
    foreign governments or their agencies, including debt of countries with
    emerging markets or developing countries. Sovereign debt may be in the form
    of conventional securities or other types of debt instruments, such as
    loans or loan participations. Sovereign debt of emerging market or
    developing countries may involve a high degree of risk, and may be in
    default or present the risk of default. Governmental entities responsible
    for repayment of the debt may be unable or unwilling to repay principal and
    interest when due, and may require renegotiation or rescheduling of debt
    payments. In addition, prospects for repayment of principal and interest
    may depend on political as well as economic factors. The Fund may also
    invest in debt obligations of supranational entities, which include




    international organizations designed or supported by governmental entities
    to promote economic reconstruction or development, and international
    banking institutions and related government agencies. Examples of these
    include, but are not limited to, the International Bank for Reconstruction
    and Development (World Bank), European Investment Bank and Inter-American
    Development Bank.
    WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
    These transactions are made to secure what is considered to be an
    advantageous price or yield for the Fund.  No fees or other expenses, other
    than normal transaction costs, are incurred.  However, liquid assets of the
    Fund sufficient to make payment for the securities to be purchased are
    segregated on the Fund`s records at the trade date.  These assets are
    marked to market daily and are maintained until the transaction has been
    settled.  The Fund does not intend to engage in when-issued and delayed
    delivery transactions to an extent that would cause the segregation of more
    than 20% of the total value of its assets.
    LENDING OF PORTFOLIO SECURITIES
    The collateral received when the Fund lends portfolio securities must be
    valued daily and, should the market value of the loaned securities
    increase, the borrower must furnish additional collateral to the Fund.
    During the time portfolio securities are on loan, the borrower pays the
    Fund any dividends or interest paid on such securities. Loans are subject




    to termination at the option of the Fund or the borrower. The Fund may pay
    reasonable administrative and custodial fees in connection with a loan and
    may pay a negotiated portion of the interest earned on the cash or
    equivalent collateral to the borrower or placing broker. The Fund does not
    have the right to vote securities on loan, but would terminate the loan and
    regain the right to vote if that were considered important with respect to
    the investment.
    REPURCHASE AGREEMENTS
    The Fund or its custodian will take possession of the securities subject to
    repurchase agreements, and these securities will be marked to market daily.
    To the extent that the original seller does not repurchase the securities
    from the Fund, the Fund could receive less than the repurchase price on any
    sale of such securities.  In the event that such a defaulting seller filed
    for bankruptcy or became insolvent, disposition of such securities by the
    Fund might be delayed pending court action. The Fund believes that under
    the regular procedures normally in effect for custody of the Fund's
    portfolio securities subject to repurchase agreements, a court of competent
    jurisdiction would rule in favor of the Fund and allow retention or
    disposition of such securities. The Fund will only enter into repurchase
    agreements with banks and other recognized financial institutions, such as
    broker/dealers, which are found by the Fund's investment adviser to be




    creditworthy pursuant to guidelines established by the Corporation's Board
    of Directors (the "Directors").
    REVERSE REPURCHASE AGREEMENTS
    The Fund may also enter into reverse repurchase agreements. These
    transactions are similar to borrowing cash. In a reverse repurchase
    agreement, the Fund transfers possession of a portfolio instrument to
    another person, such as a financial institution, broker, or dealer, in
    return for a percentage of the instrument's market value in cash, and
    agrees that on a stipulated date in the future, the Fund will repurchase
    the portfolio instrument by remitting the original consideration plus
    interest at an agreed upon rate. The use of reverse repurchase agreements
    may enable the Fund to avoid selling portfolio instruments at a time when a
    sale may be deemed to be disadvantageous, but the ability to enter into
    reverse repurchase agreements does not ensure that the Fund will be able to
    avoid selling portfolio instruments at a disadvantageous time.
    When effecting reverse repurchase agreements, liquid assets of the Fund, in
    a dollar amount sufficient to make payment for the obligations to be
    purchased, are segregated at the trade date. These securities are marked to
    market daily and are maintained until the transaction is settled.
    RESTRICTED AND ILLIQUID SECURITIES
    The ability of the Directors to determine the liquidity of certain
    restricted securities is permitted under a Securities and Exchange




    Commission ("SEC") staff position set forth in the adopting release for
    Rule 144A under the Securities Act of 1933, as amended (the "Rule").  The
    Rule is a non-exclusive safe-harbor for certain secondary market
    transactions involving 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 the Rule.  The Fund believes that the staff of
    the SEC has left the question of determining the liquidity of all
    restricted securities to the Directors.  The Directors may consider the
    following criteria in determining the liquidity of certain restricted
    securities:
      o the frequency of trades and quotes for the security;
      o the number of dealers willing to purchase or sell the security and the
        number of other potential buyers;
      o dealer undertakings to make a market in the security; and
      o the nature of the security and the nature of the marketplace trades.
    Notwithstanding the foregoing, securities of foreign issuers which are not
    listed on a recognized domestic or foreign exchange or for which a bona
    fide market does not exist at the time of purchase or subsequent
    transaction shall be treated as illiquid securities by the Directors.




    FUTURES AND OPTIONS TRANSACTIONS
    The Fund may attempt to hedge all or a portion of its portfolio or gain
    relatively rapid, liquid, and cost-effective exposure to certain markets by
    buying and selling futures contracts and options on futures contracts.
     FUTURES CONTRACTS
     The Fund may engage in 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 securities 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
     securities in the index is made.
     The purpose of the acquisition or sale of a futures contract by the Fund is
     to protect the Fund from fluctuations in the value of its securities caused
     by unanticipated changes in interest rates or market conditions without
     necessarily buying or selling the securities.  For example, in the fixed
     income securities market, price generally moves inversely to interest
     rates.  A rise in rates generally means a drop in price.  Conversely, a
     drop in rates generally means a rise in price.  In order to hedge its




     holdings of fixed income securities against a rise in market interest
     rates, the Fund could enter into contracts to deliver securities at a
     predetermined price (i.e., "go short") to protect itself against the
     possibility that the prices of its fixed income securities may decline
     during the anticipated holding period.  The Fund would "go long" (i.e.,
     agree to purchase securities in the future at a predetermined price) to
     hedge against a decline in market interest rates.  The Fund may also invest
     in securities index futures contracts when the investment adviser believes
     such investment is more efficient, liquid, or cost-effective than investing
     directly in the securities underlying the index.
     STOCK INDEX OPTIONS
     The Fund may purchase put options on stock indices listed on national
     securities exchanges or traded in the over-the-counter market. A stock
     index fluctuates with changes in the market values of the stocks included
     in the index.
     The effectiveness of purchasing stock index options will depend upon the
     extent to which price movements in the Fund's portfolio correlate with
     price movements of the stock index selected. Because the value of an index
     option depends upon movements in the level of the index rather than the
     price of a particular stock, whether the Fund will realize a gain or loss
     from the purchase of options on an index depends upon movements in the
     level of stock prices in the stock market generally or, in the case of




     certain indices, in an industry or market segment, rather than movements in
     the price of a particular stock. Accordingly, successful use by the Fund of
     options on stock indices will be subject to the ability of the investment
     adviser to predict correctly movements in the direction of the stock market
     generally or of a particular industry.
     PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
     The Fund may purchase listed or over-the-counter put options on financial
     futures contracts. The Fund would use these options only to protect
     portfolio securities against decreases in value resulting from market
     factors such as anticipated increase in interest rates, or when the
     investment adviser believes such investment is more efficient, liquid or
     cost-effective than investing directly in the futures contract or the
     underlying securities or when such futures contracts or securities are
     unavailable for investment upon favorable terms.
     Unlike entering directly into a futures contract, which requires the
     purchaser to buy a financial instrument on a set date at a specified price,
     the purchase of a put option on a futures contract entitles (but does not
     obligate) its purchaser to decide on or before a future date whether to
     assume a short position at the specified price. Generally, if the hedged
     portfolio securities decrease in value during the term of an option, the
     related futures contracts will also decrease in value and the option will
     increase in value. In such an event, the Fund will normally close out its




     option by selling an identical option. If the hedge is successful, the
     proceeds received by the Fund upon the sale of the second option will be
     large enough to offset both the premium paid by the Fund for the original
     option plus the realized decrease in value of the hedged securities.
     Alternatively, the Fund may exercise its put option to close out the
     position. To do so, it would simultaneously enter into a futures contract
     of the type underlying the option (for a price less than the strike price
     of the option) and exercise the option. The Fund would then deliver the
     futures contract in return for payment of the strike price. If the Fund
     neither closes out nor exercises an option, the option will expire on the
     date provided in the option contract, and only the premium paid for the
     contract will be lost.
     The Fund may write listed or over-the counter put options on financial
     futures contracts to hedge its portfolio or when the investment adviser
     believes such investment is more efficient, liquid or cost-effective than
     investing directly in the futures contract or the underlying securities or
     when such futures contracts or securities are unavailable for investment
     upon favorable terms. When the Fund writes a put option on a futures
     contract, it receives a cash premium which can be used in whatever way is
     deemed most advantageous to the Fund.  In exchange for such premium, the
     Fund grants to the purchaser of the put the right to receive from the Fund,
     at the strike price, a short position in such futures contract, even though




     the strike price upon exercise of the option is greater than the value of
     the futures position received by such holder.  If the value of the
     underlying futures position is not such that exercise of the option would
     be profitable to the option holder, the option will generally expire
     without being exercised.  The Fund has no obligation to return premiums
     paid to it whether or not the option is exercised.  It will generally be
     the policy of the Fund, in order to avoid the exercise of an option sold by
     it, to cancel its obligation under the option by entering into a closing
     purchase transaction, if available, unless it is determined to be in the
     Fund's interest to deliver the underlying futures position.  A closing
     purchase transaction consists of the purchase by the Fund of an option
     having the same term as the option sold by the Fund, and has the effect of
     canceling the Fund's position as a seller.  The premium which the Fund will
     pay in executing a closing purchase transaction may be higher than the
     premium received when the option was sold, depending in large part upon the
     relative price of the underlying futures position at the time of each
     transaction.
     CALL OPTIONS ON FINANCIAL AND STOCK INDEX FUTURES CONTRACTS
     In addition to purchasing put options on futures, the Fund may write listed
     call options or over-the-counter call options on financial and stock index
     futures contracts (including cash-settled stock index options), to hedge
     its portfolio against an increase in market interest rates, a decrease in




     stock prices, or when the investment adviser believes such investment is
     more efficient, liquid or cost-effective than investing directly in the
     futures contract or the underlying securities or when such futures
     contracts or securities are unavailable for investment upon favorable
     terms. When the Fund writes a call option on a futures contract, it is
     undertaking the obligation of assuming a short futures position (selling a
     futures contract) at the fixed strike price at any time during the life of
     the option if the option is exercised. As stock prices fall or market
     interest rates rise and cause the price of futures to decrease, the Fund's
     obligation under a call option on a future (to sell a futures contract)
     costs less to fulfill, causing the value of the Fund's call option position
     to increase.
     In other words, as the underlying futures price goes down below the strike
     price, the buyer of the option has no reason to exercise the call, so that
     the Fund keeps the premium received for the option. This premium can
     substantially offset the drop in value of the Fund's portfolio securities.
     Prior to the expiration of a call written by the Fund, or exercise of it by
     the buyer, the Fund may close out the option by buying an identical option.
     If the hedge is successful, the cost of the second option will be less than
     the premium received by the Fund for the initial option. The net premium
     income of the Fund may then substantially offset the realized decrease in
     value of the hedged securities.




     When the Fund purchases a call on a financial futures contract, it receives
     in exchange for the payment of a cash premium the right, but not the
     obligation, to enter into the underlying futures contract at a strike price
     determined at the time the call was purchased, regardless of the
     comparative market of such futures position at the time the option is
     exercised.  The holder of a call option has the right to receive a long (or
     buyer's) position in the underlying futures contract.
     The Fund generally will not maintain open positions in futures contracts it
     has sold or call options it has written on futures contracts if, in the
     aggregate, the value of the open positions (marked to market) exceeds the
     current market value of its securities portfolio plus the unrealized loss
     or minus the unrealized gain on those open positions, adjusted for the
     correlation between the hedged securities and the futures contracts. If
     this limitation is exceeded at any time, the Fund will take prompt action
     to close out a sufficient number of open contracts to bring its open
     futures and options positions within this limitation.
      "MARGIN" IN FUTURES TRANSACTIONS
     Unlike the purchase or sale of a security, the Fund does not pay or receive
     money upon the purchase or sale of a futures contract. Rather, the Fund is
     required to deposit an amount of "initial margin" in cash or U.S. Treasury
     bills with its custodian (or the broker, if legally permitted). The nature
     of initial margin in futures transactions is different from that of margin




     in securities transactions in that initial margin in futures transactions
     does not involve the borrowing of funds by the Fund to finance the
     transactions. Initial margin is in the nature of a performance bond or good
     faith deposit on the contract which is returned to the Fund upon
     termination of the futures contract, assuming all contractual obligations
     have been satisfied.
     A futures contract held by the Fund is valued daily at the official
     settlement price of the exchange on which it is traded. Each day the Fund
     pays or receives cash, called "variation margin," equal to the daily change
     in value of the futures contract. This process is known as "marking to
     market." Variation margin does not represent a borrowing or loan by the
     Fund but is instead settlement between the Fund and the broker of the
     amount one would owe the other if the futures contract expired. In
     computing its daily net asset value, the Fund will mark to market its open
     futures positions.
     The Fund is also required to deposit and maintain margin when it writes
     call options on futures contracts.
     PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may purchase put and call options on portfolio securities to
     protect against price movements in particular securities in its portfolio.
     A put option gives the Fund, in return for a premium, the right to sell the
     underlying security to the writer (seller) at a specified price during the




     term of the option. A call option gives the Fund, in return for a premium,
     the right to buy the underlying securities from the seller.
     WRITING COVERED PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may write covered put and call options to generate income and
     thereby protect against price movements in particular securities in the
     Fund's portfolio. As the writer of a call option, the Fund has the
     obligation upon exercise of the option during the option period to deliver
     the underlying security upon payment of the exercise price. As the writer
     of a put option, the Fund has the obligation to purchase a security from
     the purchaser of the option upon the exercise of the option.
     The Fund may only write call options either on securities held in its
     portfolio or on securities which it has the right to obtain without payment
     of further consideration (or has segregated cash in the amount of any
     additional consideration). In the case of put options, the Fund will
     segregate cash or U.S. Treasury obligations with a value equal to or
     greater than the exercise price of the underlying securities.
     OVER-THE-COUNTER OPTIONS
     The Fund may purchase and write over-the-counter options ("OTC options") on
     portfolio securities or in securities indexes in negotiated transactions
     with the buyers or writers of the options when options on the portfolio
     securities held by the Fund or when the securities indexes are not traded
     on an exchange.




     OTC 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 OTC options may not.
    RISKS
     OPTIONS
      Certain hedging vehicles have risks associated with them including
     possible default by the other party to the transaction, illiquidity and, to
     the extent the adviser's view as to certain market movements is incorrect,
     the risk that the use of such hedging strategies could result in losses
     greater than if they had not been used.  Use of put and call options may
     result in losses to the Fund, force the sale or purchase of portfolio
     securities at inopportune times or for prices higher than (in the case of
     put options) or lower than (in the case of call options) current market
     values, limit the amount of appreciation the Fund can realize on its
     investments or cause the Fund to hold a security it might otherwise sell.
     The use of currency transactions can result in the Fund incurring losses as
     a result of a number of factors including the imposition of exchange
     controls, suspension of settlements, or the inability to deliver or receive
     a specified currency.  The use of options and futures transactions entails
     certain other risks. In particular, the variable degree of correlation




     between price movements of futures contracts and price movements in the
     related portfolio position of the Fund creates the possibility that losses
     on the hedging instrument may be greater than gains in the value of the
     Fund's position.  In addition, futures and options markets may both be
     liquid in all circumstances and certain over-the-counter options may have
     not markets.  As a result, in certain markets, the Fund might not be able
     to close out a transaction without incurring substantial losses, if at all.
     Although the use of futures and options transactions for hedging should
     tend to minimize the risk of loss due to a decline in the value of the
     hedged position, at the same time they tend to limit any potential gain
     which might result from an increase in value of such position.  Finally,
     the daily variation margin requirements for futures contracts would create
     a greater ongoing potential financial risk than would purchase of options,
     where the exposure is limited to the cost of the initial premium.  Losses
     resulting from the use of hedging strategies would reduce net asset value,
     and possibly income, and such losses can be greater than if the hedging
     strategies had not been utilized.
     COMBINED TRANSACTIONS
     The Fund may enter into multiple transactions, including multiple options
     transactions, multiple futures transactions, multiple currency transaction
     (including forward currency contracts) and multiple interest rate
     transactions and any combination of futures, options, currency and interest




     rate transactions ("component" transactions), instead of a single hedging
     strategy, as part of a single or combined strategy when, in the opinion of
     the investment adviser, it is in the best interests of the Fund to do so. A
     combined transaction will usually contain elements of risk that are present
     in each of its component transactions. Although combined transactions are
     normally entered into based on the investment adviser's judgment that the
     combined strategies will reduce risk or otherwise more effectively achieve
     the desired portfolio management goal, it is possible that the combination
     will instead increase such risks or hinder achievement of the portfolio
     management objective.
     SWAPS, CAPS, FLOORS AND COLLARS
     Among the hedging strategies into which the Fund may enter are interest
     rate, currency and index swaps and the purchase or sale of related caps,
     floors, and collars.  The Fund expects to enter into these transactions
     primarily to preserve a return or spread on a particular investment or
     portion of its portfolio, to protect against currency fluctuations, as a
     duration management technique or to protect against any increase in the
     price of securities the Fund anticipates purchasing at a later date. The
     Fund intends to use these transactions as hedges and not as speculative
     investments and will not sell interest rate caps or floors where it does
     not own securities or other instruments providing the income stream the
     Fund may be obligated to pay.  Interest rate swaps involve the  exchange by




     the Fund with another party of their respective commitments to pay or
     receive interest, e.g., an exchange of floating rating payments of fixed
     rate payments with respect to a notional amount of principal.  A currency
     swap is an agreement to exchange cash flows on a notional amount of two or
     more currencies based on the relative value differential among them and an
     index swap is an agreement to swap cash flows on a notional amount based on
     changes in the values of the reference indices. The purchase of a cap
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such cap to the extent that a specified index
     exceeds a predetermined interest rate or amount.  The purchase of a floor
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such floor to the extent that  specified index falls
     below a predetermined interest rate or amount.  A collar is a combination
     of a cap and a floor that preserves a certain return within a predetermined
     range of interest rates or values.
     The Fund will usually enter into swaps on a net basis, i.e., the two
     payment streams are netted out in a cash settlement on the payment date or
     dates specified in the instrument, with the Fund receiving or paying, as
     the case may be, only the net amount of the two payments.  Inasmuch as
     these swaps, caps, floors, and collars are entered into for good faith
     hedging purposes, the investment adviser and the Fund believe such
     obligations do not constitute senior securities under the Investment




     Company Act of 1940, as amended, and, accordingly, will not treat them as
     being subject to its borrowing restrictions.  There is no minimal
     acceptable rating for a swap, cap, floor, or collar to be purchased or held
     in the Fund's portfolio.  If there is a default by the counterparty, the
     Fund may have contractual remedies pursuant to the agreements related to
     the transaction.  The swap market has grown substantially in recent years
     with a large number of banks and investment banking firms acting both as
     principals and agents utilizing standardized swap documentation.  As a
     result, the swap market has become relatively liquid.  Caps, floors and
     collars are more recent innovations for which standardized documentation
     has not yet been fully developed and, accordingly, they are less liquid
     than swaps.
     RISKS OF HEDGING STRATEGIES OUTSIDE THE U.S.
     When conducted outside the U.S., hedging strategies may not be regulated as
     rigorously  as in the U.S., may not involve a clearing mechanism and
     related guarantees, and are subject to the risk of governmental actions
     affecting trading in, or the prices of, foreign securities, currencies and
     other instruments.  The value of such positions also could be adversely
     affected by:  (i) other complex foreign political, legal and economic
     factors, (ii) lesser availability than in the U.S. of data on which to make
     trading decisions, (iii) delays in the Fund's ability to act upon economic
     events occurring in foreign markets during non-business hours in the U.S.,




     (iv) the imposition of different exercise and settlement terms and
     procedures and the margin requirements than in the U.S., and (v) lower
     trading volume and liquidity.
     USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
     Many hedging strategies, in addition to other requirements, require that
     the Fund segregate liquid high grade assets with its custodian to the
     extent Fund obligations are not otherwise "covered" through ownership of
     the underlying security, financial instrument or currency.  In general,
     either the full amount of any obligation by the Fund to pay or deliver
     securities or assets must be covered at all times by the securities,
     instruments or currency required to be delivered, or, subject to any
     regulatory restrictions, an amount of cash or liquid high grade securities
     at least equal to the current amount of the obligation must be segregated
     with the custodian.  The segregated assets cannot be sold or transferred
     unless equivalent assets are substituted in their place or it is no longer
     necessary to segregate them.  For example, a call option written by the
     Fund will require the Fund to hold the securities subject to the call (or
     securities convertible into the needed securities without additional
     consideration) or to segregate liquid high grade securities sufficient to
     purchase and deliver the securities if the call is exercised.  A call
     option sold by the Fund on an index will require the Fund to own portfolio
     securities which correlate with the index or to segregate liquid high grade




     assets equal to the excess of the index value over the exercise price on a
     current basis.  A put option written by the Fund requires the Fund to
     segregate liquid high grade assets equal to the exercise price.
     Except when the Fund enters into a forward contract for the purchase or
     sale of a security denominated in a particular currency, a currency
     contract which obligates the Fund to buy or sell currency will generally
     require the Fund to hold an amount of that currency or liquid securities
     denominated in that currency equal to the Fund's obligations or to
     segregate liquid high grade assets equal to the amount of the Fund's
     obligations.
     OTC options entered into by the Fund, including those on securities,
     currency, financial instruments or indices and OTC issued and exchange
     listed index options, will generally provide for cash settlement.  As a
     result, when the Fund sells these instruments it will only segregate an
     amount of assets equal to its accrued net obligations, as there is no
     requirement for payment or delivery of amounts in excess of the net amount.
     These amounts will equal 100% of the exercise price in the case of a non
     cash-settled put, the same as an OTC guaranteed listed option sold by the
     Fund, or the in-the-money amount plus any sell-back formula amount in the
     case of a cash-settled put or call.  In addition, when the Fund sells a
     call option on an index at a time when the in-the-money amount exceeds the
     exercise price, the Fund will segregate, until the option expires or is




     closed out, cash or cash equivalents equal in value to such excess.  OTC
     issued and exchange listed options sold by the Fund other than those above
     generally settle with physical delivery, and the Fund will segregate an
     equal amount of assets equal to the full value of the option. OTC options
     settling with physical delivery, or with an election of either physical
     delivery or cash settlement will be treated the same as other options
     settling with physical delivery.
     In the case of a futures contract or an option thereon, the Fund must
     deposit initial margin and possible daily variation margin in addition to
     segregating assets sufficient to meet its obligation to purchase or provide
     securities or currencies, or to pay the amount owed at the expiration of an
     index-based futures contract.  Such assets may consist of cash, cash
     equivalents, liquid debt or equity securities or other acceptable assets.
     With respect to swaps, the Fund will accrue the net amount of the excess,
     if any, of its obligations over its entitlements with respect to each swap
     on a daily basis and will segregate an amount of cash or liquid high grade
     securities having a value equal to the accrued excess.  Caps, floors and
     collars require segregation of assets with a value equal to the Fund's net
     obligation, if any.
     Strategic transactions may be covered by other means when consistent with
     applicable regulatory policies.  The Fund may also enter into offsetting
     transactions so that its combined position, coupled with any segregated




     assets, equals its net outstanding obligation in related options and
     hedging strategies.  For example, the Fund could purchase a put option if
     the strike price of that option is the same or higher than the strike price
     of a put option sold by the Fund.  Moreover, instead of segregating assets
     if the Fund held a futures or forward contract, it could purchase a put
     option on the same futures or forward contract with a strike price as high
     or higher than the price of the contract held.  Other hedging strategies
     may also be offset in combinations.  If the offsetting transaction
     terminates at the time of or after the primary transaction no segregation
     is required, but if it terminates prior to such time, assets equal to any
     remaining obligation would need to be segregated.
     The Fund's activities involving hedging strategies may be limited by the
     requirements of Subchapter M of the Internal Revenue Code of 1986, as
     amended (the "Code") for qualification as a regulated investment company.
     (See "Tax Status")
    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 Fund
     values its assets daily in U.S. dollars, the Fund may not convert its




     holdings of foreign currencies to U.S. dollars daily. The Fund may incur
     conversion costs when it converts its holdings to another currency. Foreign
     exchange dealers may realize a profit on the difference between the price
     at which the Fund buys and sells currencies.
     The Fund will engage in foreign currency exchange transactions in
     connection with its portfolio investments. The Fund will conduct its
     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 Fund may enter into forward foreign currency exchange contracts in
     order to protect 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 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 Fund's
     best interest to do so. The Fund will not speculate in foreign currency
     exchange.
     The Fund will not enter into forward foreign currency exchange contracts or
     maintain a net exposure in such contracts when it would be obligated to




     deliver an amount of foreign currency in excess of the value of its
     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 investment adviser believes will tend to be closely correlated with
     that currency with regard to price movements. Generally, the Fund 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 rises in value if the underlying currency depreciates in
     value. Although purchasing a foreign currency option can protect the Fund




     against an adverse movement in the value of a foreign currency, the option
     will not limit the movement in the value of such currency. For example, if
     the Fund was holding securities denominated in a foreign currency that was
     appreciating and had purchased a foreign currency put to hedge against a
     decline in the value of the currency, the Fund would not have to exercise
     its put option. Likewise, if the Fund were to enter into a contract to
     purchase a security denominated in foreign currency and, in conjunction
     with that purchase, were to purchase a foreign currency call option to
     hedge against a rise in value of the currency, and if the value of the
     currency instead depreciated between the date of purchase and the
     settlement date, the Fund would not have to exercise its call. Instead, the
     Fund could acquire in the spot market the amount of foreign currency needed
     for settlement.
     SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS
     Buyers and sellers of foreign currency options are subject to the same
     risks that apply to options generally. In addition, there are certain risks
     associated with foreign currency options. The markets in foreign currency
     options are relatively new, and the Fund's ability to establish and close
     out positions on such options is subject to the maintenance of a liquid
     secondary market. Although the Fund will not purchase or write such options
     unless and until, in the opinion of the 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 Fund may be able to achieve many of the same objectives as it would
     through the use of forward foreign currency exchange contracts. The Fund
     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 associated with foreign currency futures contracts and their use
     as a hedging device similar to those associated with options on currencies,
     as described above.
     Options on foreign currency futures contracts may involve certain
     additional risks. Trading options on 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 Fund will not purchase or write options on foreign
     currency futures contracts unless and until, in the opinion of the
     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.
    SPECIAL CONSIDERATIONS AFFECTING EMERGING MARKETS
    Investing in the securities of issuers domiciled in emerging markets may
    entail special risks relating to the potential political and economic
    instability and the risks of expropriation, nationalization, confiscation
    or the imposition of restrictions on foreign investment, convertibility of
    currencies into U.S. dollars and on repatriation of capital invested. In
    the event of such expropriation, nationalization or other confiscation by
    any country, the Fund could lost its entire investment in any such country.
    Emerging securities markets are substantially smaller, less developed, less
    liquid and more volatile than the major securities markets. The limited




    size of emerging securities markets and limited trading volume in issuers
    compared to the volume of trading in U.S. securities could cause prices to
    be erratic for reasons apart from factors that affect the quality of the
    securities. For example, limited market size may cause prices to be unduly
    influenced by traders who control large positions. Adverse publicity and
    investors' perception, whether or not based on fundamental analysis, may
    decrease the value and liquidity of portfolio securities in these markets.
    In addition, securities traded in certain emerging markets may be subject
    to risks due to the inexperience of financial intermediaries, a lack of
    modern technology, the lack of a sufficient capital base to expand business
    operations, and the possibility of permanent or temporary termination of
    trading.
    Settlement mechanisms in emerging securities markets may be less efficient
    and less reliable than in more developed markets. In such emerging
    securities markets there may be share registration and delivery delays or
    failures.
    ADDITIONAL RISK CONSIDERATIONS
    The Directors consider at least annually the likelihood of the imposition
    by any foreign government of exchange control restrictions which would
    affect the liquidity of the Fund's assets maintained with custodians in
    foreign countries, as well as the degree of risk from political acts of
    foreign governments to which such assets may be exposed.  The Directors




    also consider the degree of risk involved through the holding of portfolio
    securities in domestic and foreign securities depositories.  However, in
    the absence of willful misfeasance, bad faith or gross negligence on the
    part of the investment adviser, any losses resulting from the holding of
    the Fund's portfolio securities in foreign countries and/or with securities
    depositories will be at the risk of shareholders.  No assurance can be
    given that the Directors' appraisal of the risks will always be correct or
    that such exchange control restrictions or political acts of foreign
    governments might not occur.
    PORTFOLIO TURNOVER
    Although the Fund does not intend to invest for the purpose of seeking
    short-term profits, securities in its portfolio will be sold whenever the
    investment adviser believes it is appropriate to do so in light of the
    Fund's investment objective, without regard to the length of time a
    particular security may have been held.  The investment adviser does not
    anticipate that portfolio turnover will result in adverse tax consequences.
    It is not anticipated that the portfolio trading engaged in by the Fund
    will result in its annual rate of portfolio turnover exceeding 100%;
    however, the relative performance of the Fund's investments may make a
    realignment of the Fund's portfolio desirable from time to time.  The
    frequency of such portfolio realignments will be determined by market
    conditions.  Higher portfolio turnover involves correspondingly greater




    brokerage commissions and other transaction costs that the Fund will bear
    directly.
    INVESTMENT LIMITATIONS
    The following investment limitations are fundamental (except that no
    investment limitation of the Fund shall prevent the Fund from investing
    substantially all of its assets (except for assets which are not considered
    "investment securities" under the Investment Company Act of 1940, as
    amended, or assets exempted by the Securities and Exchange Commission) in
    an open-end investment company with substantially the same investment
    objectives):
     SELLING SHORT AND BUYING ON MARGIN
     The Fund will not sell any securities short or purchase any securities on
     margin, but may obtain such short-term credits as are necessary for the
     clearance of purchases and sales of portfolio securities. The deposit or
     payment by the Fund of initial or variation margin in connection with
     financial futures contracts or related options transactions is not
     considered the purchase of a security on margin.
     ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities, except that the Fund may borrow
     money directly or through reverse repurchase agreements in amounts up to
     one-third of the value of its total assets, including the amount borrowed.
     The Fund will not borrow money or engage in reverse repurchase agreements




     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure or to facilitate management of the portfolio by enabling
     the Fund to meet redemption requests when the liquidation of portfolio
     securities is deemed to be inconvenient or disadvantageous.  The Fund will
     not purchase any securities while any borrowings in excess of 5% of its
     total assets are outstanding.
     PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings.  For purposes of this limitation, the
     following will not be deemed to be pledges of the Fund's assets:  margin
     deposits for the purchase and sale of financial futures contracts and
     related options, and segregation or collateral arrangements made in
     connection with options activities or the purchase of securities on a when-
     issued basis.
     CONCENTRATION OF INVESTMENTS
     The Fund will not invest 25% or more of the value of its total assets in
     any one industry, except that the Fund may invest 25% or more of the value
     of its total assets in securities issued or guaranteed by the U.S.
     government, its agencies or instrumentalities, and repurchase agreements
     collateralized by such securities.
     INVESTING IN COMMODITIES




     The Fund will not invest in commodities, except that the Fund reserves the
     right to engage in transactions involving futures contracts, options, and
     forward contracts with respect to securities, securities indexes or
     currencies.
     INVESTING IN REAL ESTATE
     The Fund will not buy or sell real estate, including limited partnership
     interests, although it may invest in the securities of companies whose
     business involves the purchase or sale of real estate or in securities
     which are secured by real estate or interests in real estate.
     LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets, except portfolio securities.
     This shall not prevent the Fund from purchasing or holding U.S. government
     obligations, money market instruments, variable rate demand notes, bonds,
     debentures, notes, certificates of indebtedness, or other debt securities,
     entering into repurchase agreements, or engaging in other transactions
     where permitted by the Fund's investment objective, policies, and
     limitations or the Corporation's Articles of Incorporation.
     UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may be
     deemed to be an underwriter under the Securities Act of 1933 in connection
     with the sale of securities in accordance with its investment objective,
     policies, and limitations.




     DIVERSIFICATION OF INVESTMENTS
     With respect to securities comprising 75% of the value of its total assets,
     the Fund will not purchase securities issued by any one issuer (other than
     cash, cash items, or securities issued or guaranteed by the U.S.
     government, 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, and will not acquire more than 10% of the outstanding voting
     securities of any one issuer.
    The above investment limitations cannot be changed without shareholder
    approval. The following limitations, however, may be changed by the
    Directors without shareholder approval (except that no investment
    limitation of the Fund shall prevent the Fund from investing substantially
    all of its assets (except for assets which are not considered "investment
    securities" under the Investment Company Act of 1940, as amended, or
    exempted by the Securities and Exchange Commission) in an open-end
    investment company with substantially the same investment objectives).
    Shareholders will be notified before any material changes in these
    limitations become effective.
     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will limit its investment in other investment companies to no more
     than 3% of the total outstanding voting stock of any investment company,




     invest no more than 5% of its total assets in any one investment company,
     and invest no more than 10% of its total assets in investment companies in
     general.  The Fund will purchase securities of investment companies only in
     open-market transactions involving only customary broker's commissions.
     However, these limitations are not applicable if the securities are
     acquired in a merger, consolidation, or acquisition of assets.  It should
     be noted that investment companies incur certain expenses such as
     management fees, and, therefore, any investment by the Fund in shares of
     another investment company would be subject to such duplicate expenses.
     INVESTING IN ILLIQUID SECURITIES
    The Fund will not invest more than 15% of the value of its net assets in
    illiquid securities, including repurchase agreements providing for
    settlement in more than seven days after notice, non-negotiable time
    deposits with maturities over seven days, over-the-counter options, swap
    agreements not determined to be liquid, and certain restricted securities
    not determined by the Directors to be liquid.
     INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     securities of issuers with 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 DIRECTORS
     OF THE CORPORATION




     The Fund will not purchase or retain the securities of any issuer if the
     officers and Directors of the Corporation or the Fund's investment adviser,
     owning individually more than 1/2 of 1% of the issuer's securities,
     together own more than 5% of the issuer's securities.
     INVESTING IN MINERALS
     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs or leases, although it may invest in
     the securities of issuers which invest in or sponsor such programs.
     PURCHASING SECURITIES TO EXERCISE CONTROL
     The Fund will not purchase securities of a company for the purpose of
     exercising control or management.
     INVESTING IN OPTIONS
     The Fund will not purchase put or call options on securities or futures
     contracts, if more than 5% of the value of the Fund's total assets would be
     invested in premiums on open option positions.
     WRITING COVERED CALL OPTIONS
     The Fund will not write call options on securities unless the securities
     are held in the Fund's portfolio or unless the Fund is entitled to them in
     deliverable form without further payment or after segregating cash in the
     amount of any further payment.
     INVESTING IN WARRANTS




     The Fund will not invest more than 5% of the value of its net assets in
     warrants, including those acquired in units or attached to other
     securities. No more than 2% of the Fund's net assets, to be included within
     the overall 5% limit on investments in warrants, may be warrants which are
     not listed on the New York or American Stock Exchanges. For purposes of
     this investment restriction, warrants will be valued at the lower of cost
     or market, except that warrants acquired by the Fund in units with or
     attached to securities may be deemed to be without value.
    Except with respect to borrowing money, if a percentage limitation is
    adhered to at the time of investment, a later increase or decrease in
    percentage resulting from any change in value or net assets will not result
    in a violation of such restriction.
    The Fund has no present intent to borrow money, pledge securities, or
    invest in reverse repurchase agreements in excess of 5% of the value of its
    total assets in the coming fiscal year.  In addition, the Fund expects to
    lend not more than 5% of its total assets in the coming fiscal year.
    To comply with registration requirements in certain states, the Fund
    (1) will limit the aggregate value of the assets underlying covered call
    options or put options written by the Fund to not more than 25% of its net
    assets, (2) will limit the premiums paid for options purchased by the Fund
    to 5% of its net assets, and (3) will limit the margin deposits on futures
    contracts entered into by the Fund to 5% of its net assets.  (If state




    requirements change, these restrictions may be revised without shareholder
    notification.)
    For purposes of its policies and limitations, the Fund considers
    certificates of deposit and demand and time deposits issued by a U.S.
    branch of a domestic bank or savings and loan having capital, surplus, and
    undivided profits in excess of $100,000,000 at the time of investment to be
    "cash items."
    WORLD INVESTMENT SERIES, INC. MANAGEMENT

    Officers and Directors are listed with their addresses, birthdates, present
    positions with World Investment Series, Inc., and principal occupations.


    John F. Donahue@*
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  July 28, 1924
    Chairman and Director
    Chairman and Trustee, Federated Investors, Federated Advisers, Federated
    Management, and Federated Research; Chairman and Director, Federated
    Research Corp. and Federated Global Research Corp.; Chairman, Passport
    Research, Ltd.; Chief Executive Officer and Director, Trustee, or Managing




    General Partner of the Funds. Mr. Donahue is the father of J. Christopher
    Donahue, Executive Vice President of the Company .


    Thomas G. Bigley
    28th Floor, One Oxford Centre
    Pittsburgh, PA
    Birthdate:  February 3, 1934
    Director
    Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
    Hospital of Pittsburgh; Director, Trustee, or Managing General Partner of
    the Funds; formerly, Senior Partner, Ernst & Young LLP.


    John T. Conroy, Jr.
    Wood/IPC Commercial Department
    John R. Wood and Associates, Inc., Realtors
    3255 Tamiami Trail North
    Naples, FL
    Birthdate:  June 23, 1937
    Director
    President, Investment Properties Corporation; Senior Vice-President, John
    R. Wood and Associates, Inc., Realtors; President, Northgate Village




    Development Corporation; Partner or Trustee in private real estate ventures
    in Southwest Florida; Director, Trustee, or Managing General Partner of the
    Funds; formerly, President, Naples Property Management, Inc.




    William J. Copeland
    One PNC Plaza - 23rd Floor
    Pittsburgh, PA
    Birthdate:  July 4, 1918
    Director
    Director and Member of the Executive Committee, Michael Baker, Inc.;
    Director, Trustee, or Managing General Partner of the Funds; formerly, Vice
    Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director,
    Ryan Homes, Inc.


    James E. Dowd
    571 Hayward Mill Road
    Concord, MA
    Birthdate:  May 18, 1922
    Director




    Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
    Trustee, or Managing General Partner of the Funds.


    Lawrence D. Ellis, M.D.*
    3471 Fifth Avenue, Suite 1111
    Pittsburgh, PA
    Birthdate:  October 11, 1932
    Director
    Professor of Medicine and Member, Board of Trustees, University of
    Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
    Downtown; Member, Board of Directors, University of Pittsburgh Medical
    Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian and
    Montefiore Hospitals; Director, Trustee, or Managing General Partner of the
    Funds.


    Richard B. Fisher *
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  May 17, 1923
    President and Director




    Executive Vice President and Trustee, Federated Investors; Chairman and
    Director, Federated Securities Corp.; President or Vice President of some
    of the Funds; Director or Trustee of some of the Funds.


    Edward L. Flaherty, Jr.@
    Henny, Kochuba, Meyer and Flaherty
    Two Gateway Center - Suite 674
    Pittsburgh, PA
    Birthdate:  June 18, 1924
    Director
    Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
    Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;
    Director, Trustee, or Managing General Partner of the Funds; formerly,
    Counsel, Horizon Financial, F.A., Western Region.




    Peter E. Madden
    Seacliff
    562 Bellevue Avenue
    Newport, RI




    Birthdate:  March 16, 1942
    Director
    Consultant; State Representative, Commonwealth of Massachusetts; Director,
    Trustee, or Managing General Partner of the Funds; formerly, President,
    State Street Bank and Trust Company and State Street Boston Corporation.


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


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




    President, Law Professor, Duquesne University; Consulting Partner, Mollica,
    Murray and Hogue; Director, Trustee or Managing General Partner of the
    Funds.


    Wesley W. Posvar
    1202 Cathedral of Learning
    University of Pittsburgh
    Pittsburgh, PA
    Birthdate:  September 14, 1925
    Director
    Professor, International Politics and Management Consultant; Trustee,
    Carnegie Endowment for International Peace, RAND Corporation, Online
    Computer Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho
    Management Center; Director, Trustee, or Managing General Partner of the
    Funds; President Emeritus, University of Pittsburgh; founding Chairman,
    National Advisory Council for Environmental Policy and Technology and
    Federal Emergency Management Advisory Board.


    Marjorie P. Smuts
    4905 Bayard Street
    Pittsburgh, PA




    Birthdate:  June 21, 1935
    Director
    Public relations/marketing consultant; Conference Coordinator, Non-profit
    entities; Director, Trustee, or Managing General Partner of the Funds.


    J. Christopher Donahue
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  April 11, 1949
    Executive Vice President
    President and Trustee, Federated Investors, Federated Advisers, Federated
    Management, and Federated Research; President and Director, Federated
    Research Corp. and Federated Global Research Corp.; President, Passport
    Research, Ltd.; Trustee, Federated Administrative Services, Federated
    Services Company, and Federated Shareholder Services; President or Vice
    President of the Funds; Director, Trustee, or Managing General Partner of
    some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
    Director  of the Company.


    Edward C. Gonzales
    Federated Investors Tower




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


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




    President and Trustee, Federated Shareholder Services; Director, Federated
    Securities Corp.; Executive Vice President and Secretary of the Funds.


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


    *

    This Director 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
    Directors handles the responsibilities of the Board of Directors between
    meetings of the Board.
    As used in the table above, "The Funds" and "Funds" mean the following
    investment companies: American Leaders Fund, Inc.; Annuity Management
    Series; Arrow Funds; Automated Government Money Trust; Blanchard Funds;
    Blanchard Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series,
    Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
    Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.;
    Federated GNMA Trust; Federated Government Trust; Federated High Yield
    Trust; Federated Income Securities Trust; Federated Income Trust; Federated
    Index Trust; Federated Institutional Trust; Federated Master Trust;
    Federated Municipal Trust; Federated Short-Term Municipal Trust;  Federated
    Short-Term U.S. Government Trust; Federated Stock Trust; Federated Tax-Free
    Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond
    Fund; Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S.
    Government Securities Fund: 3-5 Years; First Priority Funds; Fixed Income
    Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
    Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for
    U.S. Government Securities, Inc.; Government Income Securities, Inc.; High




    Yield Cash Trust; Insurance Management Series; Intermediate Municipal
    Trust; International Series, Inc.; Investment Series Funds, Inc.;
    Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty High
    Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
    U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999;
    Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money
    Market Management, Inc.; Money Market Obligations Trust; Money Market
    Trust; Municipal Securities Income Trust; Newpoint Funds; 111 Corcoran
    Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
    Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds II;
    Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-
    Free Instruments Trust; Trademark Funds; Trust for Financial Institutions;
    Trust For Government Cash Reserves; Trust for Short-Term U.S. Government
    Securities; Trust for U.S. Treasury Obligations; The Virtus Funds; and
    World Investment Series, Inc.
    FUND OWNERSHIP
    Officers and Directors own less than 1% of the Fund's outstanding Shares.


    DIRECTORS COMPENSATION


                  AGGREGATE




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


John F. Donahue      $ 0   $0 for the Corporation and
Chairman and Director      68 other investment companies in the Fund Complex

Thomas G. Bigley     $ 0   $20,688 for the Corporation and
Director                   49 other investment companies in the Fund Complex

John T. Conroy, Jr.  $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

William J. Copeland  $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

James E. Dowd        $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D. $ 0  $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex





Richard B. Fisher    $ 0   $0 for the Corporation and
President and Director     8 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.    $ 0   $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Peter E. Madden      $ 0   $90,563 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Gregor F. Meyer      $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

John E. Murray, Jr.  $ 0   $0 for the Corporation and
Director                   69 other investment companies in the Fund Complex

Wesley W. Posvar     $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Marjorie P. Smuts    $ 0   $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex


    *Information is furnished for the period from January 26, 1994
    (organization date of the Corporation) to November 30, 1994.
    #The aggregate compensation is provided for the Corporation which was
    comprised of 1 portfolio, as of
    November 30, 1994.
    +The information is provided for the last calendar year end.
    INVESTMENT ADVISORY SERVICES

    ADVISER TO THE FUND
    The Fund's investment adviser is Federated Global Research Corp. (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.
    The Adviser shall not be liable to the Corporation, the Fund, or any
    shareholder of the Fund for any losses that may be sustained in the
    purchase, holding, or sale of any security or for anything done or omitted
    by it, except acts or omissions involving willful misfeasance, bad faith,
    gross negligence, or reckless disregard of the duties imposed upon it by
    its contract with the Corporation.




    ADVISORY FEES
    For its advisory services, the Adviser receives an annual investment
    advisory fee as described in each  prospectus.
     STATE EXPENSE LIMITATIONS
     The Adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses) exceed
     2-1/2% per year of the first $30 million of average net assets, 2% per year
     of the next $70 million of average net assets, and 1-1/2% per year of the
     remaining average net assets, the Adviser will reimburse the Fund for its
     expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this limitation,
     the investment advisory fee paid will be reduced by the amount of the
     excess, subject to an annual adjustment. If the expense limitation is
     exceeded, the amount to be reimbursed by the Adviser will be limited, in
     any single fiscal year, by the amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended or
     rescinded in the future.




    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 Fund for a fee as
    described in each prospectus.  Dr. Henry J. Gailliot, an officer of
    Federated Global Research Corp., the Adviser to the Fund, holds
    approximately 20% of the outstanding common stock and serves as a director
    of Commercial Data Services, Inc., a company which provides computer
    processing services to Federated Administrative Services.
    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

    Federated Services Company serves as transfer agent and dividend disbursing
    agent for the Fund.  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 the Fund's accounting records.
    The fee paid for this service is based upon the level of the Fund's average
    net assets for the period plus out-of-pocket expenses.




    BROKERAGE TRANSACTIONS

    The Adviser may select brokers and dealers who offer brokerage and research
    services. These services may be furnished directly to the Fund or to the
    Adviser and may include:
      o advice as to the advisability of investing in securities;
      o security analysis and reports;
      o economic studies;
      o industry studies;
      o receipt of quotations for portfolio evaluations; and
      o similar services.
    The Adviser and its affiliates exercise reasonable business judgment in
    selecting brokers who offer brokerage and research services to execute
    securities transactions. They determine in good faith that commissions
    charged by such persons are reasonable in relation 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 other accounts. To the extent
    that receipt of these services may supplant services for which the Adviser
    or its affiliates might otherwise have paid, it would tend to reduce their
    expenses.
    Although investment decisions for the Fund are made independently from
    those of the other accounts managed by the Adviser, investments of the type




    the Fund may make may also be made by those other accounts.  When the Fund
    and one or more other accounts managed by the Adviser are prepared to
    invest in, or desire to dispose of, the same security, available
    investments or opportunities for sales will be allocated in a manner
    believed by the Adviser to be equitable to each.  In some cases, this
    procedure may adversely affect the price paid or received by the Fund or
    the size of the position obtained or disposed of by the Fund.  In other
    cases, however, it is believed that coordination and the ability to
    participate in volume transactions will be to the benefit of the Fund.
    The Adviser may engage in other non-U.S. transactions that may have adverse
    effects on the market for securities in the Fund's portfolio.  The Adviser
    is not obligated to obtain any material non-public ("inside") information
    about any securities issuer, or to base purchase or sale recommendations on
    such information.
    PURCHASING SHARES

    Except under certain circumstances described in each prospectus, Shares are
    sold at their net asset value (plus a sales load on Class A Shares only) on
    days the New York Stock Exchange is open for business. The procedure for
    purchasing Shares is explained in each prospectus under "How To Purchase
    Shares."




    DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT
    These arrangements permit the payment of fees to financial institutions,
    the distributor, and Federated Shareholder Services as appropriate, to
    stimulate distribution activities and to cause services to be provided to
    shareholders by a representative who has knowledge of the shareholder's
    particular circumstances and goals. These activities and services may
    include, but are not limited to, marketing efforts; providing office space,
    equipment, telephone facilities, and various clerical, supervisory,
    computer, and other personnel as necessary or beneficial to establish and
    maintain shareholder accounts and records; processing purchase and
    redemption transactions and automatic investments of client account cash
    balances; answering routine client inquiries; and assisting clients in
    changing dividend options, account designations, and addresses.
    By adopting the Distribution Plan, the Directors expect that the Class A
    Shares, Class B Shares, and Class C Shares of the Fund will be able to
    achieve a more predictable flow of cash for investment purposes and to meet
    redemptions. This will facilitate more efficient portfolio management and
    assist the Fund in pursuing its investment objectives. By identifying
    potential investors whose needs are served by the Fund's objectives, and
    properly servicing these accounts, it may be possible to curb sharp
    fluctuations in rates of redemptions and sales.




    Other benefits, which may be realized under either arrangement, may
    include: (1) providing personal services to shareholders; (2) investing
    shareholder assets with a minimum of delay and administrative detail; (3)
    enhancing shareholder recordkeeping systems; and (4) responding promptly to
    shareholders' requests and inquiries concerning their accounts.
    CONVERSION TO FEDERAL FUNDS
    It is the Fund's policy to be as fully invested as possible so that maximum
    interest may be earned. To this end, all payments from shareholders must be
    in federal funds or be converted into federal funds before shareholders
    begin to earn dividends. Federated Services Company acts as the
    shareholder's agent in depositing checks and converting them to federal
    funds.
    PURCHASES BY SALES REPRESENTATIVES, DIRECTORS, AND EMPLOYEES OF THE FUND
    Directors, employees, and sales representatives of the Fund, Federated
    Global Research Corp., and Federated Securities Corp. or their affiliates,
    or any investment dealer who has a sales agreement with Federated
    Securities Corp. and their spouses and children under 21, may buy Class A
    Shares at net asset value without a sales load. Shares may also be sold
    without a sales load to trusts or pension or profit-sharing plans for these
    people.




    These sales are made with the purchaser's written assurance that the
    purchase is for investment purposes and that the securities will not be
    resold except through redemption by the Fund.
    DETERMINING NET ASSET VALUE

    Net asset value generally changes each day. The days on which net asset
    value is calculated by the Fund are described in each prospectus.
    DETERMINING MARKET VALUE OF SECURITIES
    Market values of the Fund's portfolio securities, other than options, are
    determined as follows:
      o 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;
      o in the absence of recorded sales for equity securities, according to
        the mean between the last closing bid and asked prices;
      o for bonds and other fixed income securities, as determined by an
        independent pricing service;
      o for short-term obligations, according to the prices as furnished by an
        independent pricing service, except that short-term obligations with
        remaining maturities of less than 60 days at the time of purchase may
        be valued at amortized cost; and
      o for all other securities, at fair value as determined in good faith by
        the Directors.




    Prices provided by independent pricing services may be determined without
    relying exclusively on quoted prices and may consider: insititutional
    trading in similar groups of securities, yield, quality, coupon rate,
    maturity, type of issue, trading characteristics, and other market data.
    The Fund will value futures contracts and options at their market values
    established by the exchanges on which they are traded at the close of
    trading on such exchanges unless the Directors determine in good faith that
    another method of valuing such investments is necessary.
    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 Fund values 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 Directors,
    although the actual calculation may be done by others.




    REDEEMING SHARES

    The Fund redeems Shares at the next computed net asset value, less any
    applicable contingent deferred sales charge, after the Fund receives the
    redemption request. Redemption procedures are explained in each prospectus
    under "How To Redeem Shares." Although the transfer agent does not charge
    for telephone redemptions, it reserves the right to charge a fee for the
    cost of wire-transferred redemptions of less than $5,000.
    Class B Shares redeemed within six years of purchase and Class C Shares and
    applicable Class A Shares redeemed within one year of purchase may be
    subject to a contingent deferred sales charge. The amount of the contingent
    deferred sales charge is based upon the amount of the administrative fee
    paid at the time of purchase by the distributor to the financial
    institution for services rendered, and the length of time the investor
    remains a shareholder in the Fund. Should financial institutions elect to
    receive an amount less than the administrative fee that is stated in the
    prospectus for servicing a particular shareholder, the contingent deferred
    sales charge and/or holding period for that particular shareholder will be
    reduced accordingly.
    Since portfolio securities of the Fund may be traded on foreign exchanges
    which trade on Saturdays or on holidays on which the Fund will not make
    redemptions, the net asset value of each class of Shares of the Fund may be




    significantly affected on days when shareholders do not have an opportunity
    to redeem their Shares.
    REDEMPTION IN KIND
    Although the Corporation 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 Fund's
    portfolio.  To the extent available, such securities will be readily
    marketable.
    The Corporation has elected to be governed by Rule 18f-1 of the Investment
    Company Act of 1940, as amended, under which the Corporation 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.
    Any redemption beyond this amount will also be in cash unless the Directors
    determine that payment should be in kind.  In such a case, the Fund will
    pay all or a portion of the remainder of the redemption in portfolio
    instruments, valued in the same way as the Fund determines net asset value.
    The portfolio instruments will be selected in a manner that the Directors
    deem fair and equitable.
    Redemption in kind is not as liquid as a cash redemption.  If redemption is
    made in kind, shareholders receiving their securities and selling them




    before their maturity could receive less than the redemption value of their
    securities and could incur certain transaction costs.
    TAX STATUS

    THE FUND'S TAX STATUS
    The Fund will pay no federal income tax because it expects to meet the
    requirements of Subchapter M of the Internal Revenue Code of 1986, as
    amended, applicable to regulated investment companies and to receive the
    special tax treatment afforded to such companies. To qualify for this
    treatment, the Fund must, among other requirements:
      o derive at least 90% of its gross income from dividends, interest, and
        gains from the sale of securities;
      o derive less than 30% of its gross income from the sale of securities
        held less than three months;
      o invest in securities within certain statutory limits; and
      o distribute to its shareholders at least 90% of its net income earned
        during the year.
    However, the Fund 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 Fund upon disposition of PFIC
    investments.




    FOREIGN TAXES
    Investment income on certain foreign securities in which the Fund 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 Fund 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 Fund's dividends, and any
    short-term capital gains, are taxable as ordinary income.
     CAPITAL GAINS
     Shareholders will pay federal tax at capital gains rates on long-term
     capital gains distributed to them regardless of how long they have held the
     Fund Shares.
    TOTAL RETURN

    The average annual total return for each class of Shares of the Fund is the
    average compounded rate of return for a given period that would equate a
    $1,000 initial investment to the ending redeemable value of that
    investment. The ending redeemable value is computed by multiplying the
    number of Shares owned at the end of the period by the 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, less any applicable sales load, adjusted over the
    period by any additional Shares, assuming the annual reinvestment of all
    dividends and distributions.
    Any applicable contingent deferred sales charge is deducted from the ending
    value of the investment based on the lesser of the original purchase price
    or the net asset value of Shares redeemed.
    YIELD

    The yield for each class of Shares of the Fund is determined by dividing
    the net investment income per share (as defined by the Securities and
    Exchange Commission) earned by any class of Shares over a thirty-day period
    by the maximum offering price per share of the respective class on the last
    day of the period. This value is annualized using semi-annual compounding.
    This means that the amount of income generated during the thirty-day period
    is assumed to be generated each month over a 12-month period and is
    reinvested every six months. The yield does not necessarily reflect income
    actually earned by the Fund because of certain adjustments required by the
    Securities and Exchange Commission and, therefore, may not correlate to the
    dividends or other distributions paid to the shareholders.
    To the extent that financial institutions and broker/dealers charge fees in
    connection with services provided in conjunction with an investment in any
    class of Shares, the performance will be reduced for those shareholders
    paying those fees.




    PERFORMANCE COMPARISONS

    The performance of each of the classes of Shares depends upon such
    variables as:
      o portfolio quality;
      o average portfolio maturity;
      o type of instruments in which the portfolio is invested;
      o changes in interest rates and market value of portfolio securities;
      o changes in the Fund's or any class of Shares' expenses; and
      o various other factors.
    The Fund's performance fluctuates on a daily basis largely because net
    earnings and offering price per Share fluctuate daily. Both net earnings
    and offering price per Share are factors in the computation of yield and
    total return.
    Investors may use financial publications and/or indices to obtain a more
    complete view of the Fund's performance. When comparing performance,
    investors should consider all relevant factors such as the composition of
    any index used, prevailing market conditions, portfolio compositions of
    other funds, and methods used to value portfolio securities and compute
    offering price. The financial publications and/or indices which the Fund
    uses in advertising may include:
      o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P
        500), 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 S & P 500 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.
      o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
        categories by making comparative calculations using total return. Total
        return assumes the reinvestment of all capital gains distributions and
        income dividends and takes into account any change in net asset value
        over a specified period of time. From time to time, the Fund will quote
        its Lipper ranking in the "international small company funds" category
        in advertising and sales literature.
      o MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDICES, including, among
        others, the Morgan Stanley Capital International Europe, Australia, Far
        East Index ("EAFE Index").  The EAFE Index is an unmanaged index of
        more than 1,000 companies of Europe, Australia, and the Far East.
      o IBBOTSON ASSOCIATES INTERNATIONAL BOND INDEX, which provides a detailed
        breakdown of local market and currency returns since 1960.
      o BEAR STEARNS FOREIGN BOND INDEX, which provides simple average returns
        for individual countries and GNP-weighted index, beginning in 1975.
        The returns are broken down by local market and currency.




      o FINANCIAL TIMES ACTUARIES INDICES, including the FTA-Mid/Small Cap
        Index (and components thereof), which is based on stocks in the major
        world equity markets.
      o MORNINGSTAR, INC. , an independent rating service, is the publisher of
        the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
        1,000 NASDAQ-listed mutual funds of all types, according to their risk-
        adjusted returns. The maximum rating is five stars, and ratings are
        effective for two weeks.
    From time to time, the Fund may quote information including but not limited
    to data regarding:  individual countries, regions, world stock exchanges,
    and economic and demographic statistics from sources deemed reliable.
    Advertisements and other sales literature for any class of Shares may quote
    total returns which are calculated on non-standardized base periods. These
    total returns also represent the historic change in the value of an
    investment in any  class of Shares based on annual reinvestment of
    dividends over a specified period of time.
    From time to time as it deems appropriate, the Fund may advertise the
    performance of any class of Shares using charts, graphs, and descriptions,
    compared to federally insured bank products including certificates of
    deposit and time deposits and to money market funds using the Lipper
    Analytical Services money market instruments average. In addition,
    advertising and sales literature for the Fund may use charts and graphs to




    illustrate the principles of dollar-cost averaging and may disclose the
    amount of dividends paid by the Fund over certain periods of time.
    Advertisements may quote performance information which does not reflect the
    effect of the sales load on Class A Shares.
    ABOUT FEDERATED INVESTORS

    Federated Investors ("Federated") is dedicated to meeting investor needs
    which is reflected in its investment decision making-structured,
    straightforward, and consistent.  This has resulted in a history of
    competitive performance with a range of competitive investment products
    that have gained the confidence of thousands of clients and their
    customers.
    The company's disciplined security selection process is firmly rooted in
    sound methodologies backed by fundamental and technical research.
    Investment decisions are made and executed by teams of portfolio managers,
    analysts, and traders dedicated to specific market sectors.
In the equity sector, Federated has more than 25 years' experience.  As of
December 31, 1994, Federated managed 15 equity funds totaling approximately $4
billion in assets across growth, value, equity income, international, index and
sector (i.e. utility) styles.  Federated's value-oriented management style
combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.




    J. Thomas Madden, Executive Vice President, oversees Federated's equity and
    high yield corporate bond management while William D. Dawson, Executive
    Vice President, oversees Federated's domestic fixed income management.
    Henry A. Frantzen, Executive Vice President, oversees the management of
    Federated's international portfolios.
    MUTUAL FUND MARKET
    Twenty-seven percent of American households are pursuing their financial
    goals through mutual funds. These investors, as well as businesses and
    institutions, have entrusted over $2 trillion to the more than 5,500 funds
    available.*
    Federated Investors, through its subsidiaries, distributes mutual funds for
    a variety of investment applications.  Specific markets include:
    INSTITUTIONAL
    Federated meets the needs of more than 4,000 institutional clients
    nationwide by managing and servicing separate accounts and mutual funds for
    a variety of applications, including defined benefit and defined
    contribution programs, cash management, and asset/liability management.
    Institutional clients include corporations, pension funds, tax-exempt
    entities, foundations/endowments, insurance companies, and investment and
    financial advisors.  The marketing effort to these  institutional clients
    is headed by John B. Fisher, President, Institutional Sales Division.




    TRUST ORGANIZATIONS
    Other institutional clients include close relationships with more than
    1,500 banks and trust organizations.  Virtually all of the trust divisions
    of the top 100 bank holding companies use Federated funds in their clients'
    portfolios.  The marketing effort to trust clients is headed by Mark R.
    Gensheimer, Executive Vice President, Bank Marketing & Sales.
    BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.
    *source:  Investment Company Institute


    APPENDIX

    STANDARD AND POOR'S RATINGS GROUP LONG TERM DEBT RATING DEFINITIONS
    AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's
    Ratings Group. Capacity to pay interest and repay principal is extremely
    strong.
    AA--Debt rated AA has a very strong capacity to pay interest and repay
    principal and differs from the higher rated issues only in small degree.




    A--Debt rated A has a strong capacity to pay interest and repay principal
    although it is somewhat more susceptible to the adverse effects of changes
    in circumstances and economic conditions than debt in higher rated
    categories.
    BBB--Debt rated BBB is regarded as having an adequate capacity to pay
    interest and repay principal. Whereas it normally exhibits adequate
    protection parameters, adverse economic conditions or changing
    circumstances are more likely to lead to a weakened capacity to pay
    interest and repay principal for debt in this category than in higher rated
    categories.
    BB--Debt rated BB has less near-term vulnerability to default than other
    speculative issues.  However, it faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which could
    lead to inadequate capacity to meet timely interest and principal payments.
    The BB rating category is also used for debt subordinated to senior debt
    that is assigned an actual or implied BBB- rating.
    B--Debt rated B has a greater vulnerability to default but currently has
    the capacity to meet interest payments and principal 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 a currently identifiable vulnerability to default,
    and is dependent upon favorable business, financial, and economic
    conditions to meet timely payment of interest and repayment of principal.
    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 Standard & Poor's
    Ratings Group 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. LONG TERM BOND RATING DEFINITIONS




    AAA--Bonds which are rated AAA are judged to be of the best quality. They
    carry the smallest degree of investment risk and are generally referred to
    as "gilt edged". Interest payments are protected by a large or by an
    exceptionally stable margin and principal is secure. While the various
    protective elements are likely to change, such changes as can be visualized
    are most unlikely to impair the fundamentally strong position of such
    issues.
    AA--Bonds which are rated AA are judged to be of high quality by all
    standards. Together with the AAA group, they comprise what are generally
    known as high grade bonds. They are rated lower than the best bonds because
    margins of protection may not be as large as in AAA securities or
    fluctuation of protective elements may be of greater amplitude or there may
    be other elements present which make the long-term risks appear somewhat
    larger than in AAA securities.
    A--Bonds which are rated A possess many favorable investment attributes and
    are to be considered as upper medium grade obligations. Factors giving
    security to principal and interest are considered adequate but elements may
    be present which suggest a susceptibility to impairment sometime in the
    future.
    BAA--Bonds which are rated BAA are considered as medium grade obligations,
    (i.e., they are neither highly protected nor poorly secured). Interest
    payments and principal security appear adequate for the present but certain




    protective elements may be lacking or may be characteristically unreliable
    over any great length of time. Such bonds lack outstanding investment
    characteristics and in fact have speculative characteristics as well.
    BA--Bonds which are BA are judged to have speculative elements; their
    future cannot be considered as well assured.  Often the protection of
    interest and principal payments may be very moderate and thereby not well
    safeguarded during both good and bad times over the future.  Uncertainty of
    position characterizes bonds in this class.
    B--Bonds which are rated B generally lack characteristics of a 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 RATING DEFINITIONS




    AAA--Bonds considered to be investment grade and of the highest credit
    quality. The obligor has an exceptionally strong ability to pay interest
    and repay principal, which is unlikely to be affected by reasonably
    foreseeable events.
    AA--Bonds considered to be investment grade and of very high credit
    quality. The obligor's ability to pay interest and repay principal is very
    strong, although not quite as strong as bonds rated AAA. Because bonds
    rated in the AAA and AA categories are not significantly vulnerable to
    foreseeable future developments, short-term debt of these issuers is
    generally rated F-1+.
    A--Bonds considered to be investment grade and of high credit quality. The
    obligor's ability to pay interest and repay principal is considered to be
    strong, but may be more vulnerable to adverse changes in economic
    conditions and circumstances than bonds with higher ratings.
    BBB--Bonds considered to be investment grade and of satisfactory credit
    quality. The obligor's ability to pay interest and repay principal is
    considered to be adequate. Adverse changes in economic conditions and
    circumstances, however, are more likely to have adverse impact on these
    bonds, and therefore, impair timely payment.  The likelihood that the
    ratings of these bonds will fall below investment grade is higher than for
    bonds with higher ratings.




    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 indentifiable 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.
    MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS




    PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have a
    superior capacity for repayment of short-term promissory obligations.
    PRIME-1 repayment capacity will normally be evidenced by the following
    characteristics:
    - Leading market positions in well established industries.
    - High rates of return on funds employed.
    - Conservative capitalization structure with moderate reliance on debt and
    ample asset protection.
    - Broad margins in earning coverage of fixed financial charges and high
    internal cash generation.
    - Well established access to a range of financial markets and assured
    sources of alternate liquidity.
    PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have a
    strong capacity for repayment of short-term promissory obligations. This
    will normally be evidenced by many of the characteristics cited above but
    to a lesser degree. Earnings trends and coverage ratios, while sound, will
    be more subject to variation. Capitalization characteristics, while still
    appropriate, may be more affected by external conditions. Ample alternate
    liquidity is maintained.
    STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS




    A-1--This designation indicates that the degree of safety regarding timely
    payment is strong. Those issues determined to possess extremely strong
    safety characteristics are denoted with a plus sign (+)  designation.
    A-2--Capacity for timely payment on issues with this designation is
    satisfactory.  However, the relative degree of safety is not as high as for
    issues designated A-1.
    FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS
    FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded
    as having the strongest degree of assurance for timely payment.
    FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance
    of timely payment only slightly less in degree than the strongest issues.









FEDERATED LATIN AMERICAN GROWTH FUND
(A Portfolio of World Investment Series, Inc.)

Class A Shares
Class B Shares
Class C Shares

Combined Prospectus


    The shares of Federated Latin American Growth Fund (the "Fund") represent
    interests in a diversified portfolio of World Investment Series, Inc. (the
    "Corporation"), an open-end management investment company (a mutual fund).
    The investment objective of the Fund is to provide long-term growth of
    capital.  Any income received from the portfolio is incidental.  The Fund
    pursues its investment objective by investing primarily in equity
    securities of Latin American companies.

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




    This prospectus contains the information you should read and know before
    you invest in the Fund. Keep this prospectus for future reference.
    The Fund has also filed a Combined Statement of Additional Information
    dated February 13, 1996, 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, which is in paper form
    only, or a paper copy of this prospectus, if you have received your
    prospectus electronically, free of charge by calling 1-800-235-4669. To
    obtain other information or to make inquiries about the Fund, contact your
    financial institution.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
    TO THE CONTRARY IS A CRIMINAL OFFENSE.
    Prospectus dated February 13, 1996




    Table of Contents will be
    generated when document is
    complete.




                              SUMMARY OF FUND EXPENSES
                        FEDERATED LATIN AMERICAN GROWTH FUND

                                   CLASS A SHARES
                          SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
       ....................................................5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)
      0.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS A SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee (3) .........................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %




          Total Class A Shares Operating Expenses (4)......      %
    (1)

      Class A Shares purchased with the proceeds of a redemption of shares of
      an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      Class A Shares have no present intention of paying or accruing the 12b-1
      fee during the fiscal year ending November 30, 1996.  If Class A Shares
      were paying or accruing the 12b-1 fee, Class A Shares would be able to
      pay up to 0.25% of its average daily net assets for the 12b-1 fee.  See
      "Corporation Information."




    (4)

      The Total Class A Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.

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

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,




       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class A Shares' fiscal year
    ending November 30, 1996.



                              SUMMARY OF FUND EXPENSES
                        FEDERATED LATIN AMERICAN GROWTH FUND

                                   CLASS B 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)(1)
      5.50%




    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS B SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee .............................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %
          Total Class B Shares Operating Expenses (3) (4)..      %
    (1)

      The contingent deferred sales charge is 5.50% in the first year declining
      to 1.00% in the sixth year and 0.00% thereafter.  (See "Contingent
      Deferred Sales Charge.")
    (2)

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




    (3)

      Class B Shares convert to Class A Shares (which pay lower ongoing
      expenses) approximately eight years after purchase.
    (4)

      The Total Class B Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class B Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.


    The purpose of this table is to assist an investor in understanding the
    various costs and expenses that a shareholder of Class B Shares will bear,
    either directly or indirectly.  For more complete descriptions of the
    various costs and expenses, see "Investing in Class B Shares" and
    "Corporation 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.

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class B Shares' fiscal year
    ending November 30, 1996.


                              SUMMARY OF FUND EXPENSES
                        FEDERATED LATIN AMERICAN GROWTH FUND

                                   CLASS C 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)(1)
      1.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS C SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee .............................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %
          Total Class C Shares Operating Expenses (3)......      %
    (1)

      The contingent deferred sales charge assessed is 1.00% of the lesser of




      the original purchase price or the net asset value of Shares redeemed
      within one year of their purchase date.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      The Total Class C Shares Operating Expenses are estimated to be      %
                                                                      -----
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class C Shares Operating Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.


    The purpose of this table is to assist an investor in understanding the
    various costs and expenses that a shareholder of Class C Shares will bear,




    either directly or indirectly.  For more complete descriptions of the
    various costs and expenses, see "Investing in Class C Shares" and
    "Corporation 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.

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --

    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class C Shares' fiscal year
    ending November 30, 1996.







                                      SYNOPSIS
    The Corporation was established under the laws of the state of Maryland on
    January 25, 1994.  The Corporation's address is Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit
    the Corporation to offer separate series of shares representing interests
    in separate portfolios of securities. As of the date of this prospectus,
    the Board of Directors (the "Directors") has established three classes of
    shares for the Fund, known as Class A Shares, Class B Shares, and Class C
    Shares (individually and collectively as the context requires, "Shares").
    Shares of the Fund are designed for individuals and institutions seeking
    long-term growth of capital by investing primarily in equity securities of
    Latin American companies.
    For information on how to purchase Shares of the Fund, please refer to "How
    to Purchase Shares." The minimum initial investment for Class A Shares is
    $500. The minimum initial investment for Class B Shares and Class C Shares
    is $1500. However, the minimum initial investment for a retirement account
    in any class is $50. Subsequent investments in any class must be in amounts
    of at least $100, except for retirement plans which must be in amounts of
    at least $50.




    In general, Class A Shares are sold at net asset value plus an applicable
    sales load and are redeemed at net asset value. However, a contingent
    deferred sales charge is imposed under certain circumstances. For a more
    complete description, see "How to Redeem Shares."
    Class B Shares are sold at net asset value.  A contingent deferred sales
    charge is imposed on certain Shares which are redeemed within six full
    years of purchase. See "How to Redeem Shares."
    Class C Shares are sold at net asset value. A contingent deferred sales
    charge of 1.00% will be charged on assets redeemed within the first 12
    months following purchase. See "How to Redeem Shares."
    In addition, the Fund also pays a shareholder services fee at an annual
    rate not to exceed 0.25% of average daily net assets.
    Additionally, information regarding the exchange privilege offered with
    respect to the Fund and certain other funds for which affiliates of
    Federated Investors serve as investment adviser or principal underwriter
    (the "Federated Funds") can be found under "Exchange Privilege."
    Federated Global Research Corp. is the investment adviser (the "Adviser")
    to the Fund and receives compensation for its services. The Adviser's
    address is 175 Water Street, New York, New York 10038-4965.
    Investors should be aware of the following general observations. The Fund
    may make certain investments and employ certain investment techniques that
    involve risks, including, but not limited to, investing in non-U.S.




    issuers, entering into repurchase agreements, investing in when-issued
    securities, lending portfolio securities, and entering into futures
    contracts and related options. These risks are described under "Investment
    Policies."
    The Fund's current net asset value and offering price can be found in the
    mutual funds section of local newspapers under "Federated Liberty Funds."


                              LIBERTY FAMILY OF FUNDS
    This Fund is a member of a family of mutual funds, collectively known as
    the Liberty Family of Funds. The other funds in the Liberty Family of Funds
    are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Asia Pacific Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Asia
        and the Pacific Rim;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;




      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated European Growth Fund, providing long-term growth of capital
        through investments primarily in the equity securities of European
        companies;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;
      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;
      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated  primarily in foreign currencies;
      o Federated International Small Company Fund, providing long-term growth
        of capital by investing in equity securities of small foreign companies
        in developed and emerging markets.
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;




      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current income exempt from federal regular income tax through municipal
        bonds;
      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;
      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;
      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;
      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal, primarily limited to municipal securities;
      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed




        by the state of Michigan and Michigan municipalities, primarily through
        Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;
      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and
      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
    Prospectuses for these funds are available by writing to Federated
    Securities Corp.
    Each of the funds may also invest in certain other types of securities as
    described in each fund's prospectus.
    The Liberty Family of Funds provides flexibility and diversification for an
    investor's long-term investment planning. It enables an investor to meet
    the challenges of changing market conditions by offering convenient
    exchange privileges which give access to various investment vehicles and by




    providing the investment services of proven, professional investment
    advisers.
    Shareholders of Class A Shares who have been designated as Liberty Life
    Members are exempt from sales loads on future purchases in and exchanges
    between the Class A Shares of any funds in the Liberty Family of Funds, as
    long as they maintain a $500 balance in one of the Liberty Funds.
                               INVESTMENT INFORMATION
    INVESTMENT OBJECTIVE
    The Fund seeks to provide long-term growth of capital.  Any income received
    from the portfolio is incidental.  The investment objective of the Fund
    cannot be changed without the approval of the shareholders. While there is
    no assurance that the Fund will achieve its investment objective, it
    endeavors to do so by following the investment policies described in this
    prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing primarily in equity
    securities of Latin American companies.  Under normal market conditions,
    the Fund will invest at least 65% of its total assets in equity securities
    of Latin American companies.  For purposes of this prospectus, Latin
    America is defined as Mexico, Central America, South America, and the
    Spanish-speaking islands of the Caribbean.




    Latin American companies are defined as (i) those organized under the laws
    of, or with a principal office located in, a Latin American country or (ii)
    those for which the principal securities trading market is in Latin America
    or (iii) those, wherever organized or traded, which derived (directly or
    indirectly through subsidiaries) at least 50% of their total assets,
    capitalization, gross revenue or profit in their most current fiscal year
    from goods produced, services performed, or sales made in Latin America.
    Although the Fund may invest in securities of issuers located in any
    country in Latin America, the Fund expects to focus its investments in the
    most developed capital markets of Latin America, which currently include:
    Argentina, Bolivia, Brazil, Chile, Colombia, Mexico, Peru, Uruguay, and
    Venezuela.  The Fund may invest in other countries of Latin America when
    their markets become sufficiently developed, in the opinion of the Adviser.
    The Fund intends to allocate its investments among at least three countries
    at all times and does not expect to concentrate investments in any
    particular industry.
    Unless indicated otherwise, the investment policies of the Fund may be
    changed by the Board of Directors (the "Directors") without the approval of
    the shareholders of the Fund.  Shareholders will be notified before any
    material change in these policies becomes effective.
                               ACCEPTABLE INVESTMENTS




    The equity securities in which the Fund may invest include common stock,
    preferred stock (either convertible or non-convertible), sponsored or
    unsponsored depositary receipts or shares, and warrants, including other
    substantially similar forms of equity with comparable risk characteristics
    as well as other forms which may be developed in the future.  Securities
    may be purchased on securities exchanges, traded over-the-counter, or have
    no organized market.  The Fund may also purchase corporate and government
    fixed income securities denominated in currencies other than U.S. dollars;
    enter into forward commitments, repurchase agreements and foreign currency
    transactions; maintain reserves in foreign or U.S. money market
    instruments; and purchase options and financial futures contracts.
                             COMMON AND PREFERRED STOCK
    Stocks represent shares of ownership in a company.  Generally, preferred
    stock has a specified dividend and ranks after bonds and before common
    stocks in its claim on income for dividend payments and on assets should
    the company be liquidated.  After other claims are satisfied, common
    stockholders participate in company profits on a pro rata basis; profits
    may be paid out in dividends or reinvested in the company to help it grow.
    Increases and decreases in earnings are usually reflected in a company's
    stock price, so common stocks generally have the greatest appreciation and
    depreciation potential of all corporate securities.  While most preferred
    stocks pay a dividend, the Fund may purchase preferred stock where the




    issuer has omitted, or is in danger of omitting, payment of its dividend.
    Such investments would be made primarily for their capital appreciation
    potential.
    In selecting securities, the Adviser typically evaluates industry trends, a
    company's financial strength, its competitive position in domestic and
    export markets, technology, recent developments and profitability, together
    with overall growth prospects.  Other considerations generally include
    quality and depth of management, government regulation, and availability
    and cost of labor and raw materials.  Investment decisions are made without
    regard to arbitrary criteria as to minimum asset size, debt-equity ratios
    or dividend history of portfolio companies.


                                DEPOSITARY RECEIPTS
    The Fund may invest in foreign issuers by purchasing sponsored or
    unsponsored securities representing underlying international securities
    such as American Depositary Receipts ("ADRs"), American Depositary Shares
    ("ADSs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
    ("GDRs"), Global Depositary Certificates ("GDCs"), and International
    Depositary Receipts ("IDRs") or securities convertible into foreign equity
    securities.  ADRs and ADSs typically are issued by a United States bank or
    trust company and evidence ownership of underlying securities issued by a




    foreign corporation.  EDRs, which are sometimes referred to as Continental
    Depositary Receipts ("CDRs"), GDRs, GDCs, and IDRs are typically issued by
    foreign banks or trust companies, although they also may be issued by
    United States banks or trust companies, and evidence ownership of
    underlying securities issued by either a foreign or a United States
    corporation.  ADRs, ADSs, CDRs, EDRs, GDRs, GDCs, and IDRs are collectively
    known as "Depositary Receipts."  Depositary Receipts may be available for
    investment through "sponsored" or "unsponsored" facilities.  A sponsored
    facility is established jointly by the issuer of the security underlying
    the receipt and a depositary, whereas an unsponsored facility may be
    established by a depositary without participation by the issuer of the
    receipt's underlying security.  Holders of an unsponsored Depositary
    Receipt generally bear all the costs of the unsponsored facility.  The
    depositary of an unsponsored facility frequently is under no obligation to
    distribute shareholder communications received from the issuer of the
    deposited security or to pass through to the holders of the receipts voting
    rights with respect to the deposited securities.
                                  DEBT SECURITIES
    In pursuit of the Fund's objective of long-term growth of capital, the Fund
    may invest up to 35% of its total assets in debt securities.  Capital
    appreciation in debt securities may arise as a result of favorable changes
    in the creditworthiness of issuers, relative interest rate levels, or




    relative foreign exchange rates.  Any income received from debt securities
    is incidental to the Fund's objective of long-term growth of capital.
    These debt obligations consist of U.S. and foreign government securities
    and corporate debt securities, including, but not limited to, Yankee bonds,
    Eurobonds and depositary receipts.  The issuers of such debt securities may
    or may not be domiciled in Latin America.
    The Fund may also invest in certain debt obligations customarily referred
    to as "Brady Bonds," that have been created through the exchange of
    existing commercial bank loans to Latin American public and private
    entities for new bonds in connection with debt restructurings under a debt
    restructuring plan announced by former U.S. Secretary of the Treasury
    Nicholas F. Brady (the "Brady Plan").  Brady Bonds have been issued only
    recently and for that reason do not have a long payment history.  Brady
    Bonds may be collateralized or uncollateralized, are issued in various
    currencies (primarily the U.S. dollar) and are actively traded in the over-
    the-counter secondary market for Latin American debt instruments.  Brady
    Bonds are neither issued nor guaranteed by the U.S. government.
    The debt securities in which the Fund may invest may be rated, at the time
    of purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or
    Fitch Investors Service, Inc. ("Fitch") or Ba or lower by Moody's Investors
    Service, Inc. ("Moody's"), or, if unrated, are of comparable quality as




    determined by the Adviser.  The prices of fixed income securities generally
    fluctuate inversely to the direction of interest rates.


                               CONVERTIBLE SECURITIES
    The Fund may invest in convertible securities rated, at the time of
    purchase, BB or lower by S&P or Fitch or Ba or lower by Moody's, or, if
    unrated, are of comparable quality as determined by the Adviser.
    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 bonds, convertible
    preferred stock or debentures, units consisting of "usable" bonds and
    warrants or a combination of the features of several of these securities.
    The investment characteristics of each convertible security vary widely,
    which allows convertible securities to be employed for a variety of
    different investment strategies.  In selecting a convertible security, the
    Adviser evaluates the investment characteristics of the convertible
    security as a fixed income investment, and the investment potential of the
    underlying security for capital appreciation.
               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES




    Due to restrictions on direct investment by foreign entities in certain
    Latin American markets, investments in other investment companies may be
    the most practical or only manner in which the Fund can participate in the
    securities markets of certain countries in Latin America.  The Fund may
    also invest in other investment companies for the purpose of investing its
    short-term cash on a temporary basis.  The Fund may invest up to 10% of its
    total assets in the securities of other investment companies.  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.  Restricted securities may be issued
    by new and early stage companies which may include a high degree of
    business and financial risk that can result in substantial losses.  As a
    result of the absence of a public trading market for these securities, they
    may be less liquid than publicly traded securities.  Although these
    securities may be resold in privately negotiated transactions, the prices
    realized from these sales could be less than those originally paid by the




    Fund, or less than what may be considered the fair value of such
    securities.  Further, companies whose securities are not publicly traded
    may not be subject to the disclosure and other investor protection
    requirements which might be applicable if their securities were publicly
    traded.  If such securities are required to be registered under the
    securities laws of one or more jurisdictions before being resold, the Fund
    may be required to bear the expense of registration.  The Fund will limit
    investments in illiquid securities, including certain restricted securities
    not determined by the Directors to be liquid, over-the counter options,
    swap agreements not determined to be liquid, and repurchase agreements
    providing for settlement in more than seven days after notice, to 15% of
    its net assets.
                               REPURCHASE AGREEMENTS
    The Fund may invest in repurchase agreements.  Repurchase agreements are
    arrangements by which the Fund purchases a security for cash and obtains a
    simultaneous commitment from the seller (usually a bank or broker/dealer)
    to repurchase the security at an agreed-upon price and specified future
    date.  The repurchase price reflects an agreed-upon interest rate for the
    time period of the agreement.  The Fund's risk is the inability of the
    seller to pay the agreed-upon price on the delivery date.  However, this
    risk is tempered by the ability of the Fund to sell the security in the
    open market in the case of a default.  In such a case, the Fund may incur




    costs in disposing of the security which would increase Fund expenses.  The
    Adviser will monitor the creditworthiness of the firms with which the Fund
    enters into repurchase agreements.
                   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 different times in the
    future.  The seller's failure to complete these transactions may cause the
    Fund to miss a price or yield considered to be advantageous. Settlement
    dates may be a month or more after entering into these transactions, and
    the market values of the securities purchased may vary from the purchase
    prices. Accordingly, the Fund may pay more or less than the market value of
    the securities on the settlement date.
    The Fund may dispose of a commitment prior to settlement if the Adviser
    deems it appropriate to do so. In addition, the Fund may enter into
    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates.  The Fund may realize short-term profits
    or losses upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
    In order to generate additional income, the Fund may lend portfolio
    securities on a short-term or long-term basis, to broker/dealers, banks, or




    other institutional borrowers of securities.  The Fund will only enter into
    loan arrangements with broker/dealers, banks, or other institutions which
    the Adviser has determined are creditworthy under guidelines established by
    the Directors and will receive collateral in the form of cash or U.S.
    government securities equal to at least 100% of the value of the securities
    loaned at all times.
    There is the risk that when lending portfolio securities, the securities
    may not be available to the Fund on a timely basis and the Fund may,
    therefore, lose the opportunity to sell the securities at a desirable
    price.  In addition, in the event that a borrower of securities would file
    for bankruptcy or become insolvent, disposition of the securities may be
    delayed pending court action.
                               TEMPORARY INVESTMENTS
    For temporary defensive purposes, when the Adviser determines that market
    conditions warrant (up to 100% of total assets) and to maintain liquidity
    (up to 20% of total assets), the Fund may invest in U.S. and foreign debt
    instruments as well as cash or cash equivalents, including foreign and
    domestic money market instruments, short-term government and corporate
    obligations, and repurchase agreements.
                                FORWARD COMMITMENTS
    Forward commitments are contracts to purchase securities for a fixed price
    at a date beyond customary settlement time.  The Fund may enter into these




    contracts if liquid securities in amounts sufficient to meet the purchase
    price are segregated on the Fund's records at the trade date and maintained
    until the transaction has been settled.  Risk is involved if the value of
    the security declines before settlement.  Although the Fund enters into
    forward commitments with the intention of acquiring the security, it may
    dispose of the commitment prior to settlement and realize short-term profit
    or loss.


                           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 (i.e., 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.  Further, the Fund may be affected either
    unfavorably or favorably by fluctuations in the relative rates of exchange
    between the currencies of different nations.  Cross-hedging transactions by
    the Fund involve the risk of imperfect correlation between changes in the
    values of the currencies to which such transactions relate and changes in
    the value of the currency or other asset or liability that is the subject
    of the hedge.
                    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 60 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 value of the Fund's assets
    denominated in that currency at the time the contract was initiated, but as
    consistent with their other investment policies and as not otherwise
    limited in their ability to use this strategy.
                                      OPTIONS
    The Fund may deal in options on foreign currencies, securities, and
    securities indices, and on futures contracts involving these items, which
    options may be listed for trading on an international securities exchange
    or traded over-the-counter.  The Fund may use options to manage interest
    rate and currency risks.  The Fund may also write covered call options and




    secured put options to generate income or lock in gains.  The Fund may
    write covered call options and secured put options on up to 25% of its net
    assets and may purchase put and call options provided that no more than 5%
    of the fair market value of its net assets may be invested in premiums on
    such options.
    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 the 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 nonperformance 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.
    It is not certain that a secondary market for positions in options, or
    futures contracts (see below), will exist at all times.  Although the
    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.
                           FUTURES AND OPTIONS ON FUTURES
    The Fund may enter into futures contracts involving foreign currency,
    securities, and securities indices, or options thereon, for bona fide
    hedging purposes.  The Fund may also enter into such futures contracts or
    related options for purposes other than bona fide hedging if the aggregate
    amount of initial margin deposits exclusive of the margin needed for
    foreign currency hedging, on the Fund's futures and related options
    positions would not exceed 5% of the net liquidation value of the Fund's
    assets, provided further that in the case of an option that is in-the-money
    at the time of the purchase, the in-the-money amount may be excluded in




    calculating the 5% limitation.  In addition, the Fund may not sell futures
    contracts if the value of such futures contracts exceeds the total market
    value of the Fund's portfolio securities.  Futures contracts and options
    thereon sold by the Fund are generally subject to segregation and coverage
    requirements established by either the Commodities Futures Trading
    Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with
    the result that, if the Fund does not hold the instrument underlying the
    futures contract or option, the Fund will be required to segregate on an
    ongoing basis with its custodian cash, U.S. government securities, or other
    liquid high grade debt obligations in an amount at least equal to the
    Fund's obligations with respect to such instruments.
    The Fund may enter into securities index futures contracts and purchase and
    write put and call options on securities index futures contracts that are
    traded on regulated exchanges, including non-U.S. exchanges, to the extent
    permitted by the CFTC.  Securities index futures contracts are based on
    indexes that reflect the market value of securities 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 enter into securities index futures contracts to sell a
    securities index in anticipation of or during a market decline to attempt
    to offset the decrease in market value of securities in its portfolio that
    might otherwise result.  When the Fund is not fully invested and
    anticipates a significant market advance, it may enter into futures
    contracts to purchase the index in order to gain rapid market exposure that
    may in part or entirely offset increases in the cost of securities that it
    intends to purchase.  In many of these transactions, the Fund will purchase
    such securities upon termination of the futures position but, depending on
    market conditions, a futures position may be terminated without the
    corresponding purchases of common stock.  The Fund may also invest in
    securities index futures contracts when the Adviser believes such
    investment is more efficient, liquid, or cost-effective than investing
    directly in the securities underlying the index.
    An option on a securities index futures contract gives the purchaser the
    right, in return for the premium paid, to assume a position in a securities
    index futures contract.  The Fund may purchase and write put and call
    options on securities index futures contracts in order to hedge all or a
    portion of its investment and may enter into closing purchase transactions
    with respect to written options in order to terminate existing positions.
    There is no guarantee that such closing transactions can be effected.  The
    Fund may also invest in options on securities index futures contracts when




    the Adviser believes such investment is more efficient, liquid or cost-
    effective than investing directly in the futures contract or in the
    securities underlying the index, or when the futures contract or underlying
    securities are not available for investment upon favorable terms.
    The use of futures and related options involves special consideration and
    risks, for example, (1) the ability of the Fund to utilize futures
    successfully will depend on the Adviser's ability to predict pertinent
    market movements; (2) there might be imperfect correlation, or even no
    correlation, between the change in market value of the securities held by
    the Fund and the prices of the futures and options thereon relating to the
    securities purchased or sold by the Fund.  The use of futures and related
    options may reduce risk of loss by wholly or partially offsetting the
    negative effect of unfavorable price movements but they can also reduce the
    opportunity for gain by offsetting the positive effect of favorable price
    movements in positions.  No assurance can be given that the Adviser's
    judgment in this respect will be correct.
    It is not certain that a secondary market for positions in futures
    contracts or for options will exist at all times.  Although the 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.
    New futures contracts, options thereon, and other financial products and
    risk management techniques continue to be developed.  The Fund may use
    these investments and techniques to the extent consistent with its
    investment objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
    As one way of managing its exposure to different types of investments, the
    Fund may enter into interest rate swaps, currency swaps, and other types of
    swap agreements such as caps, collars, and floors.  Depending on how they
    are used, swap agreements may increase or decrease the overall volatility
    of the Fund's investments, its share price and yield.
    Swap agreements are sophisticated hedging instruments that typically
    involve a small investment of cash relative to the magnitude of risks
    assumed.  As a result, swaps can be highly volatile and may have a
    considerable impact on the Fund's performance.  Swap agreements are subject
    to risks related to the counterparty's ability to perform, and may decline
    in value if the counterparty's creditworthiness deteriorates.  The Fund may
    also suffer losses if it is unable to terminate outstanding swap agreements
    to reduce its exposure through offsetting transactions.  When the Fund
    enters into a swap agreement, assets of the Fund equal to the value of the
    swap agreement will be segregated by the Fund.




                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
    Investing in non-U.S. securities carries substantial risks in addition to
    those associated with domestic investments.  In an attempt to reduce some
    of these risks, the Fund diversifies its investments broadly among foreign
    countries which may include both developed and developing countries.
    The Fund may take advantage of the unusual opportunities for higher returns
    available from investing in developing countries.  These investments carry
    considerably more volatility and risk because they generally are associated
    with less mature economies and less stable political systems.
    The economies of foreign countries may differ from the U.S. economy in such
    respects as growth of gross domestic product, rate of inflation, currency
    depreciation, capital reinvestment, resource self-sufficiency, and balance
    of payments position.  Further, the economies of developing countries
    generally are heavily dependent on international trade and, accordingly,
    have been, and may continue to be, adversely affected by trade barriers,
    exchange controls, managed adjustments in relative currency values, and
    other protectionist measures imposed or negotiated by the countries with
    which they trade.  These economies also have been, and may continue to be,
    adversely affected by economic conditions in the countries with which they
    trade.
    Prior governmental approval for foreign investments may be required under
    certain circumstances in some countries, and the extent of foreign




    investment in certain debt securities and domestic companies may be subject
    to limitation.  Foreign ownership limitations also may be imposed by the
    charters of individual companies to prevent, among other concerns,
    violation of foreign investment limitations.
    Repatriation of investment income, capital, and the proceeds of sales by
    foreign investors may require governmental registration and/or approval in
    some countries.  The Fund could be adversely affected by delays in, or a
    refusal to grant, any required governmental registration or approval for
    such repatriation.  Any investment subject to such repatriation controls
    will be considered illiquid if it appears reasonably likely that this
    process will take more than seven days.
    With respect to any foreign country, there is the possibility of
    nationalization, expropriation or confiscatory taxation, political changes,
    governmental regulation, social instability or diplomatic developments
    (including war) which could affect adversely the economies of such
    countries or the value of the Fund's investments in those countries.  In
    addition, it may be difficult to obtain and enforce a judgment in a court
    outside of the United States.
    Brokerage commissions, custodial services, and other costs relating to
    investment may be more expensive than in the United States.  Foreign
    markets may have different clearance and settlement procedures such as
    requiring payment for securities before delivery.  In certain markets there




    have been times when settlements have been unable to keep pace with the
    volume of securities transactions, making it difficult to conduct such
    transactions.  The inability of the Fund to make intended security
    purchases due to settlement problems could cause the Fund to miss
    attractive investment opportunities.  Inability to dispose of a portfolio
    security due to settlement problems could result either in losses to the
    Fund due to subsequent declines in value of the portfolio security or, if
    the Fund has entered into a contract to sell the security, could result in
    possible liability to the purchaser.
    CURRENCY RISKS.  Because the majority of the 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 Fund assets
    denominated in the currency will increase; correspondingly, if the value of
    a foreign currency declines against the U.S. dollar the value of Fund
    assets denominated in that currency will decrease.  Under the United States
    Internal Revenue Code, as amended (the "Code"), the Fund is required to
    separately account for the foreign currency component of gains or losses,
    which will usually be viewed under the Code as items of ordinary and




    distributable income or loss, thus affecting the Fund's distributable
    income. (See "Federal Income Tax").
    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 Fund
    values its assets daily in U.S. dollars, the Fund will not convert its
    holdings of foreign currencies to U.S. dollars daily. When the Fund
    converts its holdings to another currency, it may incur conversion costs.
    Foreign exchange dealers may realize a profit on the difference between the
    price at which they buy and sell currencies.
    FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
    companies include:
    . less publicly available information about foreign issuers;
    . credit risks associated with certain foreign governments;
    . the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
    . less readily available market quotations on foreign issues;
    . differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;




    . differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
    . the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
    . the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
    . foreign brokerage commissions may be higher;
    . unreliable mail service between countries;
    . political or financial changes which adversely affect investments in some
      countries;
    . increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
    . certain markets may require payment for securities before delivery;
    . religious and ethnic instability; and
    . certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
    U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
    discouraged or restricted certain investments abroad by investors such as




    the Fund.  Investors are advised that when such policies are instituted,
    the Fund will abide by them.
                             INVESTING IN LATIN AMERICA
    The Adviser believes that investment opportunities may result from recent
    trends in Latin America encouraging greater market orientation and less
    governmental intervention in economic affairs.  Investors, however, should
    be aware that the Latin American economies have experienced considerable
    difficulties in the past decade.  Although there have been significant
    improvements in recent years, the Latin American economies continue to
    experience challenging problems, including high inflation rates and high
    interest rates relative to the U.S.  The emergence of the Latin American
    economies and securities markets will require continued economic and fiscal
    discipline which has been lacking at times in the past, as well as stable
    political and social conditions.  Recovery may also be influenced by
    international economic conditions, particularly those in the U.S., and by
    world prices for oil and other commodities.  There is no assurance that
    recent economic initiatives will be successful.
    Certain risks associated with international investments and investing in
    smaller, developing capital markets are heightened for investments in Latin
    American countries.  For example, some of the currencies of Latin American
    countries have experienced steady devaluations relative to the U.S. dollar,
    and major adjustments have been made in certain of these currencies




    periodically.  In addition, although there is a trend toward less
    government involvement in commerce, governments of many Latin American
    countries have exercised and continue to exercise substantial influence
    over many aspects of the private sector.  In certain cases, the government
    still owns or controls many companies, including some of the largest in the
    country.  Accordingly, government actions in the future could have a
    significant effect on economic conditions in Latin American countries,
    which could affect private sector companies and the Fund, as well as the
    value of securities in the Fund's portfolio.
    Most Latin American countries have experienced substantial, and in some
    periods, extremely high, rates of inflation for many years.  Inflation and
    rapid fluctuations in inflation rates have had and may continue to have
    negative effects on the economies and securities markets of certain Latin
    American countries.
    Certain Latin American countries are among the largest debtors to
    commercial banks and foreign governments.  Some of these countries have in
    the past defaulted on their sovereign debt.  Holders of sovereign debt
    (including the Fund) may be requested to participate in the rescheduling of
    such debt and to extend further loans to governmental entities.  There is
    no bankruptcy proceeding by which sovereign debt on which governmental
    entities have defaulted may be collected in whole or in part.




    The limited size of many Latin American securities markets and limited
    trading volume in issuers compared to the volume of trading in U.S.
    securities could cause prices to be erratic for reasons apart from factors
    that affect the quality of securities.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES
    The debt securities in which the Fund invests are usually not in the three
    highest rating categories of a nationally recognized statistical rating
    organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for
    Moody's), but are in the lower rating categories or are unrated, but are of
    comparable quality and have speculative characteristics or are speculative.
    Lower-rated bonds or unrated bonds are commonly referred to as "junk
    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 debt securities rated in the lowest rating category.
    A description of the rating categories is contained in the Appendix to the
    Combined Statement of Additional Information.
    Debt obligations that are not determined to be investment grade are high-
    yield, high-risk bonds, typically subject to greater market fluctuations
    and greater risk of loss of income and principal due to an issuer's
    default.  To a greater extent than investment grade bonds, lower-rated
    bonds tend to reflect short-term corporate, economic, and market
    developments, as well as investor perceptions of the issuer's credit




    quality.  In addition, lower-rated bonds  may be more difficult to dispose
    of or to value than higher-rated, lower-yielding bonds.
    The Fund's Adviser attempts to reduce the risks described above through
    diversification of the portfolio and by credit analysis of each issuer as
    well as by monitoring broad economic trends and corporate and legislative
    developments.
    INVESTMENT LIMITATIONS
    The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set
        date) or pledge securities except, under certain circumstances, the
        Fund may borrow up to one-third of the value of its total assets and
        pledge its assets to secure such borrowings; or
      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase
        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
    The above investment limitations cannot be changed without shareholder
    approval.




                                  NET ASSET VALUE
    The Fund's net asset value per Share fluctuates. The net asset value for
    Shares is determined by adding the interest of each class of Shares in the
    market value of all securities and other assets of the Fund, subtracting
    the interest of each class of Shares in the liabilities of the Fund and
    those attributable to each class of Shares, and dividing the remainder by
    the total number of each class of Shares outstanding. The net asset value
    for each class of Shares may differ due to the variance in daily net income
    realized by each class. Such variance will reflect only accrued net income
    to which the shareholders of a particular class are entitled.
    The net asset value of each class of Shares of the Fund is determined as of
    the close of trading (normally 4:00 p.m., Eastern time) on the New York
    Stock Exchange, Monday through Friday, except on: (i) days on which there
    are not sufficient changes in the value of the Fund's portfolio securities
    that its net asset value might be materially affected; (ii) days during
    which no Shares are tendered for redemption and no orders to purchase
    Shares are received; or (iii) the following holidays: New Year's Day,
    Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
    Thanksgiving Day, and Christmas Day.
                               INVESTING IN THE FUND




    The Fund offers investors three classes of Shares that carry sales loads
    and contingent deferred sales charges in different forms and amounts and
    which bear different levels of expenses.
                                   CLASS A SHARES
    An investor who purchases Class A Shares pays a maximum sales load of 5.50%
    at the time of purchase. As a result, Class A Shares are not subject to any
    charges when they are redeemed (except for special programs offered under
    "Purchases with Proceeds From Redemptions of Unaffiliated Investment
    Companies"). Certain purchases of Class A Shares are not subject to a sales
    load. See "Investing in Class A Shares." Certain purchases of Class A
    Shares qualify for reduced sales loads. See "Reducing or Eliminating the
    Sales Load." Class A Shares have no conversion feature.
                                   CLASS B SHARES
    Class B Shares are sold without an initial sales load, but are subject to a
    contingent deferred sales charge of up to 5.50% if redeemed within six full
    years following purchase. Class B Shares also bear a higher 12b-1 fee than
    Class A Shares. Class B Shares will automatically convert into Class A
    Shares, based on relative net asset value, on or around the fifteenth of
    the month eight full years after the purchase date. Class B Shares provide
    an investor the benefit of putting all of the investor's dollars to work
    from the time the investment is made, but (until conversion) will have a




    higher expense ratio and pay lower dividends than Class A Shares due to the
    higher 12b-1 fee.
                                   CLASS C SHARES
    Class C Shares are sold without an initial sales load, but are subject to a
    1.00% contingent deferred sales charge on assets redeemed within the first
    12 months following purchase. Class C Shares provide an investor the
    benefit of putting all of the investor's dollars to work from the time the
    investment is made, but will have a higher expense ratio and pay lower
    dividends than Class A Shares due to the higher 12b-1 fee. Class C Shares
    have no conversion feature.
                               HOW TO PURCHASE SHARES
    Shares of the Fund are sold on days on which the New York Stock Exchange is
    open. Shares of the Fund may be purchased as described below, either
    through a financial institution (such as a bank or broker/dealer which has
    a sales agreement with the distributor) or by wire or by check directly to
    the Fund, with a minimum initial investment of $500 for Class A Shares and
    $1,500 for Class B Shares and Class C Shares. Additional investments can be
    made for as little as $100. The minimum initial and subsequent investment
    for retirement plans is only $50. (Financial institutions may impose
    different minimum investment requirements on their customers.)
    In connection with any sale, Federated Securities Corp. may from time to
    time offer certain items of nominal value to any shareholder or investor.




    The Fund reserves the right to reject any purchase request. An account must
    be established at a financial institution or by completing, signing, and
    returning the new account form available from the Fund before Shares can be
    purchased.
    INVESTING IN CLASS A SHARES
    Class A Shares are sold at their net asset value next determined after an
    order is received, plus a sales load as follows:
                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION          PRICE       INVESTED     OFFERING PRICE
    Less than $50,000       5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%
       4.00%
    $100,000 but less than $250,000      3.75%          3.90%
       3.25%
    $250,000 but less than $500,000      2.50%          2.56%
       2.25%
    $500,000 but less than $1 million    2.00%          2.04%
       1.80%
    $1 million or greater   0.00%        0.00%          0.25%*




    * See sub-section entitled "Dealer Concession."
    No sales load is imposed for Class A Shares purchased through bank trust
    departments, investment advisers registered under the Investment Advisers
    Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or to shareholders designated as
    Liberty Life Members. However, investors who purchase Shares through a
    trust department, investment adviser, or retirement plan may be charged an
    additional service fee by the institution. Additionally, no sales load is
    imposed for Class A Shares purchased through "wrap accounts" or similar
    programs, under which clients pay a fee or fees for services.
                                 DEALER CONCESSION
    For sales of Class A Shares, a dealer will normally receive up to 90% of
    the applicable sales load. Any portion of the sales load which is not paid
    to a dealer will be retained by the distributor. However, the distributor
    may offer to pay dealers up to 100% of the sales load retained by it. Such
    payments may take the form of cash or promotional incentives, such as
    reimbursement of certain expenses of qualified employees and their spouses
    to attend informational meetings about the Fund or other special events at
    recreational-type facilities, or items of material value. In some
    instances, these incentives will be made available only to dealers whose
    employees have sold or may sell a significant amount of Shares. On




    purchases of $1 million or more, the investor pays no sales load; however,
    the distributor will make twelve monthly payments to the dealer totaling
    0.25% of the public offering price over the first year following the
    purchase. Such payments are based on the original purchase price of Shares
    outstanding at each month end.
    The sales load for Shares sold other than through registered broker/dealers
    will be retained by Federated Securities Corp. Federated Securities Corp.
    may pay fees to banks out of the sales load in exchange for sales and/or
    administrative services performed on behalf of the bank's customers in
    connection with the initiation of customer accounts and purchases of
    Shares.
                       REDUCING OR ELIMINATING THE SALES LOAD
    The sales load can be reduced or eliminated on the purchase of Class A
    Shares through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;
      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
                    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES




    As shown in the table above, larger purchases reduce the sales load paid.
    The Fund will combine purchases of Class A Shares made on the same day by
    the investor, the investor's spouse, and the investor's children under age
    21 when it calculates the sales load. In addition, the sales load, if
    applicable, is reduced for purchases made at one time by a trustee or
    fiduciary for a single trust estate or a single fiduciary account.
    If an additional purchase of Class A Shares is made, the Fund will consider
    the previous purchases still invested in the Fund. For example, if a
    shareholder already owns Class A Shares having a current value at the
    public offering price of $30,000 and he purchases $20,000 more at the
    current public offering price, the sales load on the additional purchase
    according to the schedule now in effect would be 4.50%, not 5.50%.
    To receive the sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the purchase is made that Class A Shares are already owned or that
    purchases are being combined. The Fund will reduce the sales load after it
    confirms the purchases.
                                CONCURRENT PURCHASES
    For purposes of qualifying for a sales load reduction, a shareholder has
    the privilege of combining concurrent purchases of two or more funds in the
    Liberty Family of Funds, the purchase price of which includes a sales load.
    For example, if a shareholder concurrently invested $30,000 in one of the




    other funds in the Liberty Family of Funds with a sales load, and $20,000
    in this Fund, the sales load would be reduced.
    To receive this sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the concurrent purchases are made. The Fund will reduce the sales
    load after it confirms the purchases.
                                  LETTER OF INTENT
    If a shareholder intends to purchase at least $50,000 of shares of the
    funds in the Liberty Family of Funds (excluding money market funds) over
    the next 13 months, the sales load may be reduced by signing a letter of
    intent to that effect. This letter of intent includes a provision for a
    sales load adjustment depending on the amount actually purchased within the
    13-month period and a provision for the custodian to hold up to 5.50% of
    the total amount intended to be purchased in escrow (in Shares) until such
    purchase is completed.
    The Shares held in escrow in the shareholder's account will be released
    upon fulfillment of the letter of intent or the end of the 13-month period,
    whichever comes first. If the amount specified in the letter of intent is
    not purchased, an appropriate number of escrowed Shares may be redeemed in
    order to realize the difference in the sales load.
    While this letter of intent will not obligate the shareholder to purchase
    Shares, each purchase during the period will be at the sales load




    applicable to the total amount intended to be purchased. At the time a
    letter of intent is established, current balances in accounts in any Class
    A Shares of any fund in the Liberty Family of Funds, excluding money market
    accounts, will be aggregated to provide a purchase credit towards
    fulfillment of the letter of intent. Prior trade prices will not be
    adjusted.
                               REINVESTMENT PRIVILEGE
    If Class A Shares in the Fund have been redeemed, the shareholder has the
    privilege, within 120 days, to reinvest the redemption proceeds at the
    next-determined net asset value without any sales load. Federated
    Securities Corp. must be notified by the shareholder in writing or by his
    financial institution of the reinvestment in order to eliminate a sales
    load. If the shareholder redeems his Class A Shares in the Fund, there may
    be tax consequences.
        PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
                                     COMPANIES
    Investors may purchase Class A Shares at net asset value, without a sales
    load, with the proceeds from the redemption of shares of an unaffiliated
    investment company that were purchased or sold with a sales load or
    commission and were not distributed by Federated Securities Corp. The
    purchase must be made within 60 days of the redemption, and Federated
    Securities Corp. must be notified by the investor in writing, or by his




    financial institution, at the time the purchase is made. From time to time,
    the Fund may offer dealers a payment of .50 of 1.00% for Shares purchased
    under this program. If Shares are purchased in this manner, Fund purchases
    will be subject to a contingent deferred sales charge for one year from the
    date of purchase. Shareholders will be notified prior to the implementation
    of any special offering as described above.
    INVESTING IN CLASS B SHARES
    Class B Shares are sold at their net asset value next determined after an
    order is received. While Class B Shares are sold without an initial sales
    load, under certain circumstances described under "Contingent Deferred
    Sales Charge--Class B Shares," a contingent deferred sales charge may be
    applied by the distributor at the time Class B Shares are redeemed.
                            CONVERSION OF CLASS B SHARES
    Class B Shares will automatically convert into Class A Shares on or around
    the fifteenth of the month eight full years after the purchase date, except
    as noted below, and may no longer be subject to a distribution services fee
    (see "Distribution of Shares"). Such conversion will be on the basis of the
    relative net asset values per share, without the imposition of any sales
    load, fee or other charge. Class B Shares acquired by exchange from Class B
    Shares of another fund in the Liberty Family of Funds will convert into
    Class A Shares based on the time of the initial purchase. For purposes of
    conversion to Class A Shares, Shares purchased through the reinvestment of




    dividends and distributions paid on Class B Shares will be considered to be
    held in a separate sub-account. Each time any Class B Shares in the
    shareholder's account (other than those in the sub-account) convert to
    Class A Shares, an equal pro rata portion of the Class B Shares in the sub-
    account will also convert to Class A Shares. The conversion of Class B
    Shares to Class A Shares is subject to the continuing availability of a
    ruling from the Internal Revenue Service or an opinion of counsel that such
    conversions will not constitute taxable events for federal tax purposes.
    There can be no assurance that such ruling or opinion will be available,
    and the conversion of Class B Shares to Class A Shares will not occur if
    such ruling or opinion is not available. In such event, Class B Shares
    would continue to be subject to higher expenses than Class A Shares for an
    indefinite period.
    Orders for $250,000 or more of Class B Shares will automatically be
    invested in Class A Shares.
    INVESTING IN CLASS C SHARES
    Class C Shares are sold at net asset value next determined after an order
    is received. A contingent deferred sales charge of 1.00% will be charged on
    assets redeemed within the first full 12 months following purchase. For a
    complete description of this charge, see "Contingent Deferred Sales Charge-
    -Class C Shares."
                 PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION




    An investor may call his financial institution (such as a bank or an
    investment dealer) to place an order to purchase Shares. Orders placed
    through a financial institution are considered received when the Fund is
    notified of the purchase order or when payment is converted into federal
    funds. Purchase orders through a registered broker/dealer must be received
    by the broker before 4:00 p.m. (Eastern time) and must be transmitted by
    the broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. Purchase orders through other
    financial institutions must be received by the financial institution and
    transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. It is the financial institution's
    responsibility to transmit orders promptly. Financial institutions may
    charge additional fees for their services.
    The financial institution which maintains investor accounts in Class B
    Shares or Class C Shares with the Fund must do so on a fully disclosed
    basis unless it accounts for share ownership periods used in calculating
    the contingent deferred sales charge (see "Contingent Deferred Sales
    Charge"). In addition, advance payments made to financial institutions may
    be subject to reclaim by the distributor for accounts transferred to
    financial institutions which do not maintain investor accounts on a fully
    disclosed basis and do not account for share ownership periods.
                             PURCHASING SHARES BY WIRE




    Once an account has been established, Shares may be purchased by wire by
    calling the Fund. All information needed will be taken over the telephone,
    and the order is considered received immediately. Payment for purchases
    which are subject to a sales load must be received within three business
    days following the order. Payment for purchases on which no sales load is
    imposed must be received before 3:00 p.m. (Eastern time) on the next
    business day following the order. Federal funds should be wired as follows:
    State Street Bank and Trust Company, Boston, Massachusetts; Attn: EDGEWIRE;
    For Credit to: (Fund Name) (Fund Class); (Fund Number); Account Number;
    Trade Date and Order Number; Group Number or Dealer Number; Nominee or
    Institution Name; and ABA Number 011000028. Shares cannot be purchased by
    wire on holidays when wire transfers are restricted.
                             PURCHASING SHARES BY CHECK
    Once an account has been established, Shares may be purchased by sending a
    check made payable to the name of the Fund (designate class of Shares and
    account number) to: Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600. Orders by mail are considered received when
    payment by check is converted into federal funds (normally the business day
    after the check is received).
    SPECIAL PURCHASE FEATURES
                           SYSTEMATIC INVESTMENT PROGRAM




    Once a Fund account has been opened, shareholders may add to their
    investment on a regular basis in a minimum amount of $100. Under this
    program, funds may be automatically withdrawn periodically from the
    shareholder's checking account at an Automated Clearing House ("ACH")
    member and invested in the Fund at the net asset value next determined
    after an order is received by the Fund, plus the sales load, if applicable.
    Shareholders should contact their financial institution or the Fund to
    participate in this program.
                                  RETIREMENT PLANS
    Fund Shares can be purchased as an investment for retirement plans or IRA
    accounts. For further details, contact the Fund and consult a tax adviser.
                                 EXCHANGE PRIVILEGE
                                   CLASS A SHARES
    Class A shareholders may exchange all or some of their Shares for Class A
    Shares of other funds in the Liberty Family of Funds at net asset value.
    Shareholders of Class A Shares may also exchange into certain other
    Federated Funds (as defined in the "Synopsis" of this prospectus) which are
    sold with a sales load different from that of the Fund's or with no sales
    load, and which are advised by subsidiaries or affiliates of Federated
    Investors. These exchanges are made at net asset value plus the difference
    between the Fund's sales load already paid and any sales load of the
    Federated Fund into which the Shares are to be exchanged, if higher.




    Neither the Fund nor any of the funds in the Liberty Family of Funds
    imposes any additional fees on exchanges. Shareholders in certain other
    Federated Funds may exchange their shares in the Federated Funds for Class
    A Shares.


                                   CLASS B SHARES
    Class B shareholders may exchange all or some of their Shares for Class B
    Shares of other funds in the Liberty Family of Funds. (Not all funds in the
    Liberty Family of Funds currently offer Class B Shares. Contact your
    financial institution regarding the availability of other Class B Shares in
    the Liberty Family of Funds.) Exchanges are made at net asset value without
    being assessed a contingent deferred sales charge on the exchanged Shares.
    To the extent that a shareholder exchanges Shares for Class B Shares in
    other funds in the Liberty Family of Funds, the time for which the
    exchanged-for Shares are to be held will be added to the time for which
    exchanged-from Shares were held for purposes of satisfying the applicable
    holding period. For more information, see "Contingent Deferred Sales
    Charge."
                                   CLASS C SHARES
    Class C shareholders may exchange all or some of their Shares for Class C
    Shares in other funds in the Liberty Family of Funds at net asset value




    without a contingent deferred sales charge. (Not all funds in the Liberty
    Family of Funds currently offer Class C Shares. Contact your financial
    institution regarding the availability of other Class C Shares in the
    Liberty Family of Funds.) To the extent that a shareholder exchanges Shares
    for Class C Shares in other funds in the Liberty Family of Funds, the time
    for which the exchanged-for Shares are to be held will be added to the time
    for which exchanged-from Shares were held for purposes of satisfying the
    applicable holding period. For more information, see "Contingent Deferred
    Sales Charge."
                             REQUIREMENTS FOR EXCHANGE
    Shareholders using this privilege must exchange Shares having a net asset
    value equal to the minimum investment requirements of the fund into which
    the exchange is being made. Before the exchange, the shareholder must
    receive a prospectus of the fund for which the exchange is being made.
    This privilege is available to shareholders resident in any state in which
    the shares being acquired may be sold. Upon receipt of proper instructions
    and required supporting documents, Shares submitted for exchange are
    redeemed and proceeds invested in the same class of shares of the other
    fund. The exchange privilege may be modified or terminated at any time.
    Shareholders will be notified of the modification or termination of the
    exchange privilege.




    Further information on the exchange privilege and prospectuses for the
    Liberty Family of Funds are available by contacting the Fund.
                                  TAX CONSEQUENCES
    An exercise of the exchange privilege is treated as a sale for federal
    income tax purposes. Depending upon the circumstances, a capital gain or
    loss may be realized.
                                 MAKING AN EXCHANGE
    Instructions for exchanges for the Liberty Family of Funds or certain
    Federated Funds (where applicable) may be given in writing or by telephone.
    Written instructions may require a signature guarantee. Shareholders of the
    Fund may have difficulty in making exchanges by telephone through brokers
    and other financial institutions during times of drastic economic or market
    changes. If a shareholder cannot contact his broker or financial
    institution by telephone, it is recommended that an exchange request be
    made in writing and sent by overnight mail to Federated Services Company,
    500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.
                               TELEPHONE INSTRUCTIONS
    Telephone instructions made by the investor may be carried out only if a
    telephone authorization form completed by the investor is on file with the
    Fund. If the instructions are given by a broker, a telephone authorization
    form completed by the broker must be on file with the Fund. If reasonable
    procedures are not followed by the Fund, it may be liable for losses due to




    unauthorized or fraudulent telephone instructions. Shares may be exchanged
    between two funds by telephone only if the two funds have identical
    shareholder registrations.
    Any Shares held in certificate form cannot be exchanged by telephone but
    must be forwarded to Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600 and deposited to the shareholder's account before
    being exchanged. Telephone exchange instructions are recorded and will be
    binding upon the shareholder. Such instructions will be processed as of
    4:00 p.m. (Eastern time) and must be received by the Fund before that time
    for Shares to be exchanged the same day. Shareholders exchanging into a
    fund will begin receiving dividends the following business day. This
    privilege may be modified or terminated at any time.
                                HOW TO REDEEM SHARES
    Shares are redeemed at their net asset value, less any applicable
    contingent deferred sales charge, next determined after the Fund receives
    the redemption request. Redemptions will be made on days on which the Fund
    computes its net asset value. Redemption requests must be received in
    proper form and can be made as described below.
                  REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
    Shares of the Fund may be redeemed by calling your financial institution to
    request the redemption. Shares will be redeemed at the net asset value,
    less any applicable contingent deferred sales charge next determined after




    the Fund receives the redemption request from the financial institution.
    Redemption requests through a registered broker/dealer must be received by
    the broker before 4:00 p.m. (Eastern time) and must be transmitted by the
    broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares to
    be redeemed at that day's net asset value. Redemption requests through
    other financial institutions (such as banks) must be received by the
    financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
    time) in order for Shares to be redeemed at that day's net asset value. The
    financial institution is responsible for promptly submitting redemption
    requests and providing proper written redemption instructions. Customary
    fees and commissions may be charged by the financial institution for this
    service.
                           REDEEMING SHARES BY TELEPHONE
    Shares may be redeemed in any amount by calling the Fund provided the Fund
    has a properly completed authorization form. These forms can be obtained
    from Federated Securities Corp.
     Proceeds will be mailed in the form of a check, to the shareholder's
    address of record or by wire transfer to the shareholder's account at a
    domestic commercial bank that is a member of the Federal Reserve System.
    The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
    Shares purchased by check or through ACH will not be wired until that
    method of payment has cleared.




    Telephone instructions will be recorded. If reasonable procedures are not
    followed by the Fund, it may be liable for losses due to unauthorized or
    fraudulent telephone instructions. In the event of drastic economic or
    market changes, a shareholder may experience difficulty in redeeming by
    telephone. If this occurs, "Redeeming Shares By Mail" should be considered.
    If at any time the Fund shall determine it necessary to terminate or modify
    the telephone redemption privilege, shareholders would be promptly
    notified.
                              REDEEMING SHARES BY MAIL
    Shares may be redeemed in any amount by mailing a written request to:
    Federated Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston,
    Massachusetts 02266-8600.
    The written request should state: Fund Name and the Class designation; the
    account name as registered with the Fund; the account number; and the
    number of Shares to be redeemed or the dollar amount requested. All owners
    of the account must sign the request exactly as the Shares are registered.
    It is recommended that any share certificates be sent by insured mail with
    the written request.
    Shareholders requesting a redemption of any amount to be sent to an address
    other than that on record with the Fund, or a redemption payable other than
    to the shareholder of record must have their signatures guaranteed by a
    bank which is a member of the Federal Deposit Insurance Corporation, a




    trust company, a member firm of a domestic stock exchange, or any other
    "eligible guarantor institution," as defined by the Securities and Exchange
    Act of 1934, as amended. 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.
    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.
    SPECIAL REDEMPTION FEATURES
                           SYSTEMATIC WITHDRAWAL PROGRAM
    Shareholders who desire to receive payments of a predetermined amount not
    less than $100 may take advantage of the Systematic Withdrawal Program.
    Under this program, Shares are redeemed to provide for periodic withdrawal
    payments in an amount directed by the shareholder.
    Depending upon the amount of the withdrawal payments, the amount of
    dividends paid and capital gains distributions with respect to Shares, and
    the fluctuation of the net asset value of Shares redeemed under this
    program, redemptions may reduce, and eventually deplete, the shareholder's




    investment in the Fund. For this reason, payments under this program should
    not be considered as yield or income on the shareholder's investment in the
    Fund. To be eligible to participate in this program, a shareholder must
    have an account value of at least $10,000. A shareholder may apply for
    participation in this program through his financial institution. Due to the
    fact that Class A Shares are sold with a sales load, it is not advisable
    for shareholders to continue to purchase Class A Shares while participating
    in this program. A contingent deferred sales charge may be imposed on Class
    B Shares and Class C Shares.
    CONTINGENT DEFERRED SALES CHARGE
    Shareholders may be subject to a contingent deferred sales charge upon
    redemption of their Shares under the following circumstances:
                                   CLASS A SHARES
    Class A Shares purchased under a periodic special offering with the
    proceeds of a redemption of shares of an unaffiliated investment company
    purchased or redeemed with a sales load and not distributed by Federated
    Securities Corp. may be charged a contingent deferred sales charge of .50
    of 1.00% for redemptions made within one full year of purchase. Any
    applicable contingent deferred sales charge will be imposed on the lesser
    of the net asset value of the redeemed Shares at the time of purchase or
    the net asset value of the redeemed Shares at the time of redemption.
                                   CLASS B SHARES




    Shareholders redeeming Class B Shares from their Fund accounts within six
    full years of the purchase date of those Shares will be charged a
    contingent deferred sales charge by the Fund's distributor. Any applicable
    contingent deferred sales charge will be imposed on the lesser of the net
    asset value of the redeemed Shares at the time of purchase or the net asset
    value of the redeemed Shares at the time of redemption in accordance with
    the following schedule:
                                  CONTINGENT
      YEAR OF REDEMPTION           DEFERRED
        AFTER PURCHASE            SALES CHARGE
          First                    5.50%
          Second                   4.75%
          Third                    4%
          Fourth                   3%
          Fifth                    2%
          Sixth                    1%
          Seventh and thereafter   0%
                                   CLASS C SHARES
    Shareholders redeeming Class C Shares from their Fund accounts within one
    full year of the purchase date of those Shares will be charged a contingent
    deferred sales charge by the Fund's distributor of 1.00%. Any applicable
    contingent deferred sales charge will be imposed on the lesser of the net




    asset value of the redeemed Shares at the time of purchase or the net asset
    value of the redeemed Shares at the time of redemption.
                 CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
    The contingent deferred sales charge will be deducted from the redemption
    proceeds otherwise payable to the shareholder and will be retained by the
    distributor. The contingent deferred sales charge will not be imposed with
    respect to: (1) Shares acquired through the reinvestment of dividends or
    distributions of long-term capital gains; and (2) Shares held for more than
    six full years from the date of purchase with respect to Class B Shares and
    one full year from the date of purchase with respect to Class C Shares and
    applicable Class A Shares. Redemptions will be processed in a manner
    intended to maximize the amount of redemption which will not be subject to
    a contingent deferred sales charge. In computing the amount of the
    applicable contingent deferred sales charge, redemptions are deemed to have
    occurred in the following order: (1) Shares acquired through the
    reinvestment of dividends and long-term capital gains; (2) Shares held for
    more than six full years from the date of purchase with respect to Class B
    Shares and one full year from the date of purchase with respect to Class C
    Shares and applicable Class A Shares; (3) Shares held for less than six
    years with respect to Class B Shares and less than one full year from the
    date of purchase with respect to Class C Shares and applicable Class A
    Shares on a first-in, first-out basis. A contingent deferred sales charge




    is not assessed in connection with an exchange of Fund Shares for shares of
    other funds in the Liberty Family of Funds in the same class (see "Exchange
    Privilege"). Any contingent deferred sales charge imposed at the time the
    exchanged-for Shares are redeemed is calculated as if the shareholder had
    held the shares from the date on which he became a shareholder of the
    exchanged-from Shares. Moreover, the contingent deferred sales charge will
    be eliminated with respect to certain redemptions (see "Elimination of
    Contingent Deferred Sales Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
    The contingent deferred sales charge will be eliminated with respect to the
    following redemptions: (1) redemptions following the death or disability,
    as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as
    amended, of a shareholder; (2) redemptions representing minimum required
    distributions from an Individual Retirement Account or other retirement
    plan to a shareholder who has attained the age of 70-1/2; and (3)
    involuntary redemptions by the Fund of Shares in shareholder accounts that
    do not comply with the minimum balance requirements. No contingent deferred
    sales charge will be imposed on redemptions of Shares held by Directors,
    employees and sales representatives of the Fund, the distributor, or
    affiliates of the Fund or distributor; employees of any financial
    institution that sells Shares of the Fund pursuant to a sales agreement
    with the distributor; and spouses and children under the age of 21 of the




    aforementioned persons. Finally, no contingent deferred sales charge will
    be imposed on the redemption of Shares originally purchased through a bank
    trust department, an investment adviser registered under the Investment
    Advisers Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or any other financial institution, to
    the extent that no payments were advanced for purchases made through such
    entities. The Directors reserve the right to discontinue elimination of the
    contingent deferred sales charge. Shareholders will be notified of such
    elimination. Any Shares purchased prior to the termination of such waiver
    would have the contingent deferred sales charge eliminated as provided in
    the Fund's prospectus at the time of the purchase of the Shares. If a
    shareholder making a redemption qualifies for an elimination of the
    contingent deferred sales charge, the shareholder must notify Federated
    Securities Corp. or the transfer agent in writing that he is entitled to
    such elimination.
                           ACCOUNT AND SHARE INFORMATION
                           CERTIFICATES AND CONFIRMATIONS
    As transfer agent for the Fund, Federated Services Company maintains a
    share account for each shareholder. Share certificates are not issued
    unless requested in writing to Federated Services Company.




    Detailed confirmations of each purchase and redemption are sent to each
    shareholder. Monthly confirmations are sent to report dividends paid during
    that month.
                                     DIVIDENDS
    Dividends are declared and paid annually to all shareholders invested in
    the Fund on the record date. Dividends and distributions are automatically
    reinvested in additional Shares of the Fund on payment dates at the ex-
    dividend date net asset value without a sales load, unless shareholders
    request cash payments on the new account form or by contacting the transfer
    agent. All shareholders on the record date are entitled to the dividend. If
    Shares are redeemed or exchanged prior to the record date or purchased
    after the record date, those Shares are not entitled to that year's
    dividend.
                                   CAPITAL GAINS
    Net long-term capital gains realized by the Fund, if any, will be
    distributed at least once every twelve months.
                             ACCOUNTS WITH LOW BALANCES
    Due to the high cost of maintaining accounts with low balances, the Fund
    may redeem Shares in any account, except retirement plans, and pay the
    proceeds to the shareholder if the account balance falls below the Class A
    Share required minimum value of $500 or the required minimum value of
    $1,500 for Class B Shares and Class C Shares. This requirement does not




    apply, however, if the balance falls below the required minimum value
    because of changes in the net asset value of the respective Share Class.
    Before Shares are redeemed to close an account, the shareholder is notified
    in writing and allowed 30 days to purchase additional Shares to meet the
    minimum requirement.
                              CORPORATION INFORMATION
    MANAGEMENT OF THE CORPORATION
                                 BOARD OF DIRECTORS
    The Corporation is managed by a Board of Directors. The Directors are
    responsible for managing the Corporation's business affairs and for
    exercising all the Corporation's powers except those reserved for the
    shareholders. An Executive Committee of the Board of Directors handles the
    Board's responsibilities between meetings of the Board.
                                 INVESTMENT ADVISER
    Investment decisions for the Fund are made by Federated Global Research
    Corp., the Fund's investment adviser, subject to direction by the
    Directors. The Adviser continually conducts investment research and
    supervision for the Fund and is responsible for the purchase or sale of
    portfolio instruments, for which it receives an annual fee from the Fund.
                                   ADVISORY FEES
    The Adviser receives an annual investment advisory fee equal to 1.25% 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 investment advisory contract, which provides for the voluntary
    waiver of the advisory fee 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 can terminate this voluntary waiver
    at any time in its sole discretion. The Adviser has also undertaken to
    reimburse the Fund for operating expenses in excess of limitations
    established by certain states.


                                ADVISER'S BACKGROUND
    Federated Global Research Corp., incorporated in Delaware on May 12, 1995,
    is a registered investment adviser under the Investment Advisers Act of
    1940, as amended. 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 Global Research Corp. and other subsidiaries of Federated
    Investors serve as investment advisers to a number of investment companies




    and private accounts. Certain other subsidiaries also provide
    administrative services to a number of investment companies. With over $72
    billion invested across more than 260 funds under management and/or
    administration by its subsidiaries, as of December 31, 1994, Federated
    Investors is one of the largest mutual fund investment managers in the
    United States. With more than 1,750 employees, Federated continues to be
    led by the management who founded the company in 1955. Federated funds are
    presently at work in and through 4,000 financial institutions nationwide.
    More than 100,000 investment professionals have selected Federated funds
    for their clients.
    Henry A. Frantzen has been the Fund's portfolio manager since its
    inception.  Mr. Frantzen joined Federated Investors in 1995 as an Executive
    Vice President of the Fund's investment adviser.  Mr. Frantzen served as
    Chief Investment Officer of international equities at Brown Brothers
    Harriman & Co. from 1992 to 1995.  He was the Executive Vice President and
    Director of Equities at Oppenheimer Management Corporation from 1989 to
    1991.  Mr. Frantzen received his B.S. in finance and marketing from the
    University of North Dakota.
    Drew J. Collins has been the Fund's portfolio manager since its inception.
    Mr. Collins joined Federated Investors in 1995 as a Senior Vice President
    of the Fund's investment adviser.  Mr. Collins served as Vice
    President/Portfolio Manager of international equity portfolios at Arnold




    and S. Bleichroeder, Inc. from 1994 to 1995.  He served as an Assistant
    Vice President/Portfolio Manager for international equities at the College
    Retirement Equities Fund from 1986 to 1994.  Mr. Collins is a Chartered
    Financial Analyst and received his M.B.A. in finance from the University of
    Pennsylvania.
    Alexandre de Bethmann has been the Fund's portfolio manager since its
    inception.  Mr. de Bethmann joined Federated Investors in 1995 as a Vice
    President of the Fund's investment adviser.  Mr. de Bethmann served as
    Assistant Vice President/Portfolio Manager for Japanese and Korean equities
    at the College Retirement Equities Fund from 1994 to 1995.  He served as an
    International Equities Analyst and then as an Assistant Portfolio Manager
    at  the College Retirement Equities Fund between 1987 and 1994.  Mr. de
    Bethmann received his M.B.A. in Finance from Duke University.
    Both the Corporation and the Adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a
    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interest. Among other things, the
    codes: require preclearance and periodic reporting of personal securities
    transactions; prohibit personal transactions in securities being purchased
    or sold, or being considered for purchase or sale, by the Fund; prohibit
    purchasing securities in initial public offerings; and prohibit taking




    profits on securities held for less than sixty days. Violations of the
    codes are subject to review by the Board of Directors, and could result in
    severe penalties.
    DISTRIBUTION OF SHARES
    Federated Securities Corp. is the principal distributor for Shares of the
    Fund. Federated Securities Corp. is located at Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. It is a Pennsylvania corporation
    organized on November 14, 1969, and is the principal distributor for a
    number of investment companies. Federated Securities Corp. is a subsidiary
    of Federated Investors.
    The distributor may offer to pay financial institutions an amount equal to
    1% of the net asset value of Class C Shares purchased by their clients or
    customers at the time of purchase. These payments will be made directly by
    the distributor from its assets, and will not be made from assets of the
    Fund. Financial institutions may elect to waive the initial payment
    described above; such waiver will result in the waiver by the Fund of the
    otherwise applicable contingent deferred sales charge.
    The distributor will pay dealers an amount equal to 5.5% of the net asset
    value of Class B Shares purchased by their clients or customers. These
    payments will be made directly by the distributor from its assets, and will
    not be made from the assets of the Fund. Dealers may voluntarily waive
    receipt of all or any portion of these payments. The distributor may pay a




    portion of the distribution fee discussed below to financial institutions
    that waive all or any portion of the advance payments.
                     DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
    Under a distribution plan adopted in accordance with Investment Company Act
    Rule 12b-1 (the "Distribution Plan"), the distributor may be paid a fee in
    an amount computed at an annual rate of up to .25 of 1% for Class A Shares
    and up to .75 of 1% for Class B Shares and Class C Shares of the average
    daily net assets of each class of Shares to finance any activity which is
    principally intended to result in the sale of Shares subject to the
    Distribution Plan. The Fund does not currently make payments to the
    distributor or charge a fee under the Distribution Plan for Class A Shares,
    and shareholders of Class A Shares will be notified if the Fund intends to
    charge a fee under the Distribution Plan. For Class A Shares and Class C
    Shares, the distributor may select financial institutions such as banks,
    fiduciaries, custodians for public funds, investment advisers, and
    broker/dealers to provide sales services or distribution-related support
    services as agents for their clients or customers. With respect to Class B
    Shares, because distribution fees to be paid by the Fund to the distributor
    may not exceed an annual rate of .75 of 1% of Class B Shares' average daily
    net assets, it will take the distributor a number of years to recoup the
    expenses it has incurred for its sales services and distribution-related
    support services pursuant to the Plan.




    The Distribution Plan is a compensation type plan. As such, the Fund makes
    no payments to the distributor except as described above. Therefore, the
    Fund does not pay for unreimbursed expenses of the distributor, including
    amounts expended by the distributor in excess of amounts received by it
    from the Fund, interest, carrying or other financing charges in connection
    with excess amounts expended, or the distributor's overhead expenses.
    However, the distributor may be able to recover such amounts or may earn a
    profit from future payments made by Shares under the Plan.
    In addition, the Fund has entered into a Shareholder Services Agreement
    with Federated Shareholder Services, a subsidiary of Federated Investors,
    under which the Fund may make payments up to 0.25 of 1% of the average
    daily net asset value of Class A Shares, Class B Shares, and Class C Shares
    to obtain certain personal services for shareholders and for the
    maintenance of shareholder accounts ("Shareholder Services"). Under the
    Shareholder Services Agreement, Federated Shareholder Services will either
    perform Shareholder Services directly or will select financial institutions
    to perform Shareholder Services. Financial institutions will receive fees
    based upon Shares owned by their clients or customers. The schedules of
    such fees and the basis upon which such fees will be paid will be
    determined from time to time by the Fund and Federated Shareholder
    Services.




    In addition to payments made pursuant to the Distribution Plan and
    Shareholder Services Agreement, Federated Securities Corp. and Federated
    Shareholder Services, from their own assets, may pay financial institutions
    supplemental fees for the performance of sales services, distribution-
    related support services, or shareholder services.
    The Glass-Steagall Act prohibits a depository institution (such as a
    commercial bank or savings 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 capacities
    described above or should Congress relax current restrictions on depository
    institutions, the Directors will consider appropriate changes in the
    services.
    State securities laws governing the ability of depository institutions to
    act as underwriters or distributors of securities may differ from
    interpretations given to the Glass-Steagall Act and, therefore, banks and
    financial institutions may be required to register as dealers pursuant to
    state laws.
                      OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
    Federated Securities Corp. will pay financial institutions, at the time of
    purchase of Class A Shares, an amount equal to .50 of 1% of the net asset
    value of Class A Shares purchased by their clients or customers under
    certain qualified retirement plans as approved by Federated Securities




    Corp. (Such payments are subject to a reclaim from the financial
    institution should the assets leave the program within 12 months after
    purchase.)
    Furthermore, with respect to Class A Shares, Class B Shares, and Class C
    Shares, the distributor may offer to pay a fee from its own assets to
    financial institutions as financial assistance for providing substantial
    marketing and sales support. The support may include sponsoring sales,
    educational and training seminars for their employees, providing sales
    literature, and engineering computer software programs that emphasize the
    attributes of the Fund. Such assistance will be predicated upon the amount
    of Shares the financial institution sells or may sell, and/or upon the type
    and nature of sales or marketing support furnished by the financial
    institution. Any payments made by the distributor may be reimbursed by the
    Fund's Adviser or its affiliates.
    ADMINISTRATION OF THE FUND
                              ADMINISTRATIVE SERVICES
    Federated Administrative Services, a subsidiary of Federated Investors,
    provides administrative personnel and services (including certain legal and
    financial reporting services) necessary to operate the Fund. Federated
    Administrative Services provides these at an annual rate which relates to
    the average aggregate daily net assets of all Federated Funds as specified
    below:






               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million
               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
    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, P.O. Box 8600, Boston, Massachusetts
    02266-8600, is custodian for the securities and cash of the Fund.  Foreign
    instruments purchased by the Fund are held by foreign banks participating
    in a network coordinated by State Street Bank.
                    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
    Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-
    8600, is transfer agent for the Shares of the Fund, and dividend disbursing
    agent for the Fund.
                                INDEPENDENT AUDITORS




    The independent auditors for the Fund are Ernst & Young LLP, One Oxford
    Centre, Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES, CLASS B SHARES, AND CLASS C SHARES
    Holders of Class A Shares, Class B Shares, and Class C Shares pay their
    allocable portion of Corporation and portfolio expenses.
    The Corporation expenses for which holders of Class A Shares, Class B
    Shares, and Class C Shares pay their allocable portion include, but are not
    limited to: the cost of organizing the Corporation and continuing its
    existence; registering the Corporation with federal and state securities
    authorities; Directors' fees; auditors' fees; the cost of meetings of
    Directors; legal fees of the Corporation; association membership dues; and
    such non-recurring and extraordinary items as may arise from time to time.
    The portfolio expenses for which holders of Class A Shares, Class B Shares,
    and Class C Shares pay their allocable portion include, but are not limited
    to: registering the portfolio and Class A Shares, Class B Shares, and Class
    C Shares of the portfolio; investment advisory services; taxes and
    commissions; custodian fees; insurance premiums; auditors' fees; and such
    non-recurring and extraordinary items as may arise from time to time.
    At present, the only expenses which are allocated specifically to Class A
    Shares, Class B Shares, and Class C Shares as classes are expenses under
    the Corporation's Distribution Plan and fees for Shareholder Services.
    However, the Directors reserve the right to allocate certain other expenses




    to holders of Class A Shares, Class B Shares and Class C Shares as they
    deem appropriate ("Class Expenses"). In any case, Class Expenses would be
    limited to: distribution fees; transfer agent fees as identified by the
    transfer agent as attributable to holders of Class A Shares, Class B
    Shares, and Class C Shares; printing and postage expenses related to
    preparing and distributing materials such as shareholder reports,
    prospectuses and proxies to current shareholders; registration fees paid to
    the Securities and Exchange Commission and to state securities commissions;
    expenses related to administrative personnel and services as required to
    support holders of Class A Shares, Class B Shares, and Class C Shares;
    legal fees relating solely to Class A Shares, Class B Shares, or Class C
    Shares; and Directors' fees incurred as a result of issues related solely
    to Class A Shares, Class B Shares, or Class C Shares.
    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 Directors.
                              SHAREHOLDER INFORMATION
    VOTING RIGHTS
    Each share of the Fund gives the shareholder one vote in Director elections
    and other matters submitted to shareholders for vote. All Shares of each
    Fund or class in the Corporation have equal voting rights, except that in
    matters affecting only a particular Fund or class, only Shares of that Fund
    or class are entitled to vote.
    As a Maryland corporation, the Corporation is not required to hold annual
    shareholder meetings. Shareholder approval will be sought only for certain
    changes in the Corporation's or the Fund's operation and for the election
    of Directors under certain circumstances.
    Directors may be removed by the Directors or by shareholders at a special
    meeting. A special meeting of shareholders shall be called by the Directors
    upon the written request of shareholders owning at least 10% of the
    Corporation's outstanding shares of all series entitled to vote.
                                  TAX INFORMATION
    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Code, applicable to regulated investment companies and
    to receive the special tax treatment afforded to such companies.  However,




    the Fund 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 Fund upon disposition of PFIC
    investments.
    The Fund will be treated as a single, separate entity for federal income
    tax purposes so that income (including capital gains) and losses realized
    by the Corporation's other portfolios will not be combined for tax purposes
    with those realized by the Fund.
    Investment income received by the Fund from sources within foreign
    countries may be subject to foreign taxes withheld at the source.  The
    United States has entered into tax treaties with many foreign countries
    that entitle the Fund to reduced tax rates or exemptions on this income.
    The effective rate of foreign tax cannot be predicted since the amount of
    Fund assets to be invested within various countries is unknown.  However,
    the Fund intends to operate so as to qualify for treaty-reduced tax rates
    where applicable.
    Unless otherwise exempt, shareholders are required to pay federal income
    tax on any dividends and other distributions, including capital gains
    distributions, received. This applies whether dividends and distributions
    are received in cash or as additional Shares. Distributions representing
    long-term capital gains, if any, will be taxable to shareholders as long-
    term capital gains no matter how long the shareholders have held the




    Shares.  No federal income tax is due on any dividends earned in an IRA or
    qualified retirement plan until distributed.
    Due to differences in the book and tax treatment of fixed income securities
    denominated in foreign currencies, it is difficult to project currency
    effects on an interim basis.  Therefore, to the extent that currency
    fluctuations cannot be anticipated, a portion of distributions to
    shareholders could later be designated as a return of capital, rather than
    income, for income tax purposes, which may be of particular concern to
    simple trusts.
    If more than 50% of the value of the Fund's assets at the end of the tax
    year is represented by stock or securities of foreign corporations, the
    Fund intends to qualify for certain Code stipulations that would allow
    shareholders to claim a foreign tax credit or deduction on their U.S.
    income tax returns.  The Code may limit a shareholder's ability to claim a
    foreign tax credit.  Furthermore, shareholders who elect to deduct their
    portion of the Fund's foreign taxes rather than take the foreign tax credit
    must itemize deductions on their income tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
    Shares are exempt from personal property taxes imposed by counties,
    municipalities, and school districts in Pennsylvania.
    Shareholders are urged to consult their own tax advisers regarding the
    status of their accounts under state and local tax laws.




                              PERFORMANCE INFORMATION
    From time to time, the Fund advertises its total return and yield for each
    class of Shares.
    Total return represents the change, over a specific period of time, in the
    value of an investment in each class of Shares after reinvesting all income
    and capital gains distributions. It is calculated by dividing that change
    by the initial investment and is expressed as a percentage.
    The yield of each class of Shares is calculated by dividing the net
    investment income per share (as defined by the Securities and Exchange
    Commission) earned by each class of Shares over a thirty-day period by the
    maximum offering price per share of each class on the last day of the
    period. This number is then annualized using semi-annual compounding. The
    yield does not necessarily reflect income actually earned by each class of
    Shares and, therefore, may not correlate to the dividends or other
    distributions paid to shareholders.
    The performance information reflects the effect of non-recurring charges,
    such as the maximum sales load or contingent deferred sales charges, which,
    if excluded, would increase the total return and yield.
    Total return and yield will be calculated separately for Class A Shares,
    Class B Shares, and Class C Shares. Expense differences among Class A
    Shares, Class B Shares, and Class C Shares may affect the performance of
    each class.




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


                               FEDERATED LATIN AMERICAN GROWTH FUND
                               (A Portfolio of World Investment Series, Inc.)

                               Class A Shares
                               Class B Shares
                               Class C Shares


                                      Combined Prospectus
                                      An Open-End, Diversified
                                      Management
                                      Investment Company

                                      February 13, 1996






         FEDERATED SECURITIES CORP.


          Distributor
          Cusip #s
                   ---------
          G01471-02a(2/96)
          FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779







FEDERATED LATIN AMERICAN GROWTH FUND
(A Portfolio of World Investment Series, Inc.)

Class A Shares

Prospectus


    The Class A Shares of Federated Latin American Growth Fund (the "Fund")
    represent interests in a diversified portfolio of World Investment Series,
    Inc. (the "Corporation"), an open-end management investment company (a
    mutual fund). The investment objective of the Fund is to provide long-term
    growth of capital.  Any income received from the portfolio is incidental.
    The Fund pursues its investment objective by investing primarily in equity
    securities of Latin American companies.
    THE CLASS A 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 CLASS A
    SHARES INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.




    This prospectus contains the information you should read and know before
    you invest in the Class A Shares of the Fund. Keep this prospectus for
    future reference.
    The Fund has also filed a Combined Statement of Additional Information for
    Class A Shares, Class B Shares, and Class C Shares dated February 13, 1996,
    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, which is in paper form only, or a
    paper copy of this prospectus, if you have received your prospectus
    electronically, free of charge by calling 1-800-235-4669. To obtain other
    information or to make inquiries about the Fund, contact your financial
    institution.
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
    TO THE CONTRARY IS A CRIMINAL OFFENSE.
    Prospectus dated February 13, 1996




    Table of Contents will be
    generated when document is
    complete.




                              SUMMARY OF FUND EXPENSES
                        FEDERATED LATIN AMERICAN GROWTH FUND

                                   CLASS A SHARES
                          SHAREHOLDER TRANSACTION EXPENSES
    Maximum Sales Load Imposed on Purchases (as a percentage of offering price)
       ....................................................5.50%
    Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of
      offering price) .....................................   None
    Contingent Deferred Sales Charge (as a percentage of original
      purchase price or redemption proceeds, as applicable)(1)
      0.00%
    Redemption Fee (as a percentage of amount redeemed, if applicable)
       ....................................................None
    Exchange Fee ..........................................   None

                      ANNUAL CLASS A SHARES OPERATING EXPENSES
                 (As a percentage of projected average net assets)*
    Management Fee (after waiver)(2) ......................      %
    12b-1 Fee (3) .........................................      %
    Total Other Expenses ..................................      %
       Shareholder Services Fee ...................      %




          Total Class A Shares Operating Expenses (4)......      %
    (1)

      Class A Shares purchased with the proceeds of a redemption of shares of
      an unaffiliated investment company purchased or redeemed with a sales
      load and not distributed by Federated Securities Corp. may be charged a
      contingent deferred sales charge of 0.50 of 1.00% for redemptions made
      within one full year of purchase.  (See "Contingent Deferred Sales
      Charge.")
    (2)

      The estimated Management Fee has been reduced to reflect the anticipated
      voluntary waiver of a portion of the management fee.  The adviser can
      terminate this anticipated voluntary waiver at any time at its sole
      discretion.  The maximum management fee is      %.
                                                 -----
    (3)

      Class A Shares have no present intention of paying or accruing the 12b-1
      fee during the fiscal year ending November 30, 1996.  If Class A Shares
      were paying or accruing the 12b-1 fee, Class A Shares would be able to
      pay up to 0.25% of its average daily net assets for the 12b-1 fee.  See
      "Corporation Information."




    (4)

      The Total Class A Shares Operating Expenses are estimated to be       %
                                                                      ------
      absent the anticipated voluntary waiver of a portion of the Management
      Fee.
    * Total Class A Shares Operating  Expenses are estimated based on average
      expenses expected to be incurred during the period ending November 30,
      1996.  During the course of this period, expenses may be more or less
      than the average amount shown.
      The purpose of this table is to assist an investor in understanding the
      various costs and expenses that a shareholder of Class A Shares will
      bear, either directly or indirectly.  For more complete descriptions of
      the various costs and expenses, see "What Shares Cost" and "Corporation
      Information."  Wire-transferred redemptions of less than $5,000 may be
      subject to additional fees.

    EXAMPLE                                       1 year  3 years
    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 ....................   $         $
                                                   --        --
    You would pay the following expenses on the same investment,
       assuming no redemption .................   $         $
                                                   --        --





    The above example should not be considered a representation of past or
    future expenses.  Actual expenses may be greater or less than those shown.
    This example is based on estimated data for the Class A Shares' fiscal year
    ending November 30, 1996.



                                GENERAL INFORMATION
    The Corporation was established under the laws of the state of Maryland on
    January 25, 1994.  The Corporation's address is Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. The Articles of Incorporation permit
    the Corporation to offer separate series of shares representing interests
    in separate portfolios of securities. As of the date of this prospectus,
    the Board of Directors (the "Directors") has established three classes of
    shares for the Fund, known as Class A Shares, Class B Shares, and Class C
    Shares. This prospectus relates only to the Class A Shares (the "Shares")
    of the Fund.
    Shares of the Fund are designed for individuals and institutions seeking
    long-term growth of capital by investing primarily in equity securities of
    Latin American companies.




    For information on how to purchase Shares of the Fund, please refer to "How
    to Purchase Shares." The minimum initial investment for Class A Shares is
    $500. However, the minimum initial investment for a retirement account is
    $50. Subsequent investments must be in amounts of at least $100, except for
    retirement plans which must be in amounts of at least $50.
    In general, Class A Shares are sold at net asset value plus an applicable
    sales load and are redeemed at net asset value. However, a contingent
    deferred sales charge is imposed under certain circumstances. For a more
    complete description, see "How to Redeem Shares."
    In addition, the Fund also pays a shareholder services fee at an annual
    rate not to exceed 0.25% of average daily net assets.
    Investors should be aware of the following general observations. The Fund
    may make certain investments and employ certain investment techniques that
    involve risks, including, but not limited to, investing in non-U.S.
    issuers, entering into repurchase agreements, investing in when-issued
    securities, lending portfolio securities, and entering into futures
    contracts and related options. These risks are described under "Investment
    Policies."
    The Fund's current net asset value and offering price can be found in the
    mutual funds section of local newspapers under "Federated Liberty Funds."
                              LIBERTY FAMILY OF FUNDS




    This Fund is a member of a family of mutual funds, collectively known as
    the Liberty Family of Funds. The other funds in the Liberty Family of Funds
    are:
      o American Leaders Fund, Inc., providing growth of capital and income
        through high-quality stocks;
      o Capital Growth Fund, providing appreciation of capital primarily
        through equity securities;
      o Federated Asia Pacific Growth Fund, providing long-term growth of
        capital by investing in equity securities of companies located in Asia
        and the Pacific Rim;
      o Federated Bond Fund, providing current income through high-quality
        corporate debt;
      o Federated Emerging Markets Fund, providing long-term growth of capital
        by investing in equity securities of large and small companies
        domiciled in or having primary operations in emerging markets;
      o Federated European Growth Fund, providing long-term growth of capital
        through investments primarily in the equity securities of European
        companies;
      o Federated Growth Strategies Fund, providing appreciation of capital
        primarily through equity securities of companies with prospects for
        above-average growth  in earnings and dividends;




      o Federated International Equity Fund, providing long-term capital growth
        and income through international securities;
      o Federated International Income Fund, providing a high level of current
        income consistent with prudent investment risk through high-quality
        debt securities denominated  primarily in foreign currencies;
      o Federated International Small Company Fund, providing long-term growth
        of capital by investing in equity securities of small foreign companies
        in developed and emerging markets.
      o Federated Small Cap Strategies Fund, providing capital appreciation
        through common stocks of small capitalization companies;
      o Fund for U.S. Government Securities, Inc., providing current income
        through long-term U.S. government securities;
      o Liberty Equity Income Fund, Inc., providing above-average income and
        capital appreciation through income producing equity securities;
      o Liberty High Income Bond Fund, Inc., providing high current income
        through high-yielding, lower-rated corporate bonds;
      o Liberty Municipal Securities Fund, Inc., providing a high level of
        current income exempt from federal regular income tax through municipal
        bonds;
      o Liberty U.S. Government Money Market Trust, providing current income
        consistent with stability of principal through high-quality U.S.
        government securities;




      o Liberty Utility Fund, Inc., providing current income and long-term
        growth of  income, primarily through electric, gas, and communications
        utilities;
      o Limited Term Fund, providing a high level of current income consistent
        with minimum fluctuation in principal value through investment grade
        securities;
      o Limited Term Municipal Fund, providing a high level of current income
        exempt from federal regular income tax consistent with the preservation
        of principal,  primarily limited to municipal securities;
      o Michigan Intermediate Municipal Trust, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the state of Michigan and Michigan municipalities, primarily through
        Michigan municipal  securities;
      o Pennsylvania Municipal Income Fund, providing current income exempt
        from federal regular income tax and the personal income taxes imposed
        by the Commonwealth of Pennsylvania, primarily through Pennsylvania
        municipal  securities;
      o Strategic Income Fund, providing a high level of current income,
        primarily through domestic and foreign corporate debt obligations;
      o Tax-Free Instruments Trust, providing current income consistent with
        stability of principal and exempt from federal income tax, through
        high-quality, short-term municipal securities; and




      o World Utility Fund, providing total return primarily through securities
        issued by domestic and foreign companies in the utilities industries.
    Prospectuses for these funds are available by writing to Federated
    Securities Corp.
    Each of the funds may also invest in certain other types of securities as
    described in each fund's prospectus.
    The Liberty Family of Funds provides flexibility and diversification for an
    investor's long-term investment planning. It enables an investor to meet
    the challenges of changing market conditions by offering convenient
    exchange privileges which give access to various investment vehicles and by
    providing the investment services of proven, professional investment
    advisers.
    Shareholders of Class A Shares who have been designated as Liberty Life
    Members are exempt from sales loads on future purchases in and exchanges
    between the Class A Shares of any funds in the Liberty Family of Funds, as
    long as they maintain a $500 balance in one of the Liberty Funds.
                               INVESTMENT INFORMATION
    INVESTMENT OBJECTIVE
    The Fund seeks to provide long-term growth of capital.  Any income received
    from the portfolio is incidental.  The investment objective of the Fund
    cannot be changed without the approval of the shareholders. While there is
    no assurance that the Fund will achieve its investment objective, it




    endeavors to do so by following the investment policies described in this
    prospectus.
    INVESTMENT POLICIES
    The Fund pursues its investment objective by investing primarily in equity
    securities of Latin American companies.  Under normal market conditions,
    the Fund will invest at least 65% of its total assets in equity securities
    of Latin American companies.  For purposes of this prospectus, Latin
    America is defined as Mexico, Central America, South America, and the
    Spanish-speaking islands of the Caribbean.
    Latin American companies are defined as (i) those organized under the laws
    of, or with a principal office located in, a Latin American country or (ii)
    those for which the principal securities trading market is in Latin America
    or (iii) those, wherever organized or traded, which derived (directly or
    indirectly through subsidiaries) at least 50% of their total assets,
    capitalization, gross revenue or profit in their most current fiscal year
    from goods produced, services performed, or sales made in Latin America.
    Although the Fund may invest in securities of issuers located in any
    country in Latin America, the Fund expects to focus its investments in the
    most developed capital markets of Latin America, which currently include:
    Argentina, Bolivia, Brazil, Chile, Colombia, Mexico, Peru, Uruguay, and
    Venezuela.  The Fund may invest in other countries of Latin America when
    their markets become sufficiently developed, in the opinion of the




    investment adviser.  The Fund intends to allocate its investments among at
    least three countries at all times and does not expect to concentrate
    investments in any particular industry.
    Unless indicated otherwise, the investment policies of the Fund may be
    changed by the Board of Directors (the "Directors") without the approval of
    the shareholders of the Fund.  Shareholders will be notified before any
    material change in these policies becomes effective.
                               ACCEPTABLE INVESTMENTS
    The equity securities in which the Fund may invest include common stock,
    preferred stock (either convertible or non-convertible), sponsored or
    unsponsored depositary receipts or shares, and warrants, including other
    substantially similar forms of equity with comparable risk characteristics
    as well as other forms which may be developed in the future.  Securities
    may be purchased on securities exchanges, traded over-the-counter, or have
    no organized market.  The Fund may also purchase corporate and government
    fixed income securities denominated in currencies other than U.S. dollars;
    enter into forward commitments, repurchase agreements and foreign currency
    transactions; maintain reserves in foreign or U.S. money market
    instruments; and purchase options and financial futures contracts.
                             COMMON AND PREFERRED STOCK
    Stocks represent shares of ownership in a company.  Generally, preferred
    stock has a specified dividend and ranks after bonds and before common




    stocks in its claim on income for dividend payments and on assets should
    the company be liquidated.  After other claims are satisfied, common
    stockholders participate in company profits on a pro rata basis; profits
    may be paid out in dividends or reinvested in the company to help it grow.
    Increases and decreases in earnings are usually reflected in a company's
    stock price, so common stocks generally have the greatest appreciation and
    depreciation potential of all corporate securities.  While most preferred
    stocks pay a dividend, the Fund may purchase preferred stock where the
    issuer has omitted, or is in danger of omitting, payment of its dividend.
    Such investments would be made primarily for their capital appreciation
    potential.
    In selecting securities, the investment adviser typically evaluates
    industry trends, a company's financial strength, its competitive position
    in domestic and export markets, technology, recent developments and
    profitability, together with overall growth prospects.  Other
    considerations generally include quality and depth of management,
    government regulation, and availability and cost of labor and raw
    materials.  Investment decisions are made without regard to arbitrary
    criteria as to minimum asset size, debt-equity ratios or dividend history
    of portfolio companies.
                                DEPOSITARY RECEIPTS




    The Fund may invest in foreign issuers by purchasing sponsored or
    unsponsored securities representing underlying international securities
    such as American Depositary Receipts ("ADRs"), American Depositary Shares
    ("ADSs"), European Depositary Receipts ("EDRs"), Global Depositary Receipts
    ("GDRs"), Global Depositary Certificates ("GDCs"), and International
    Depositary Receipts ("IDRs") or securities convertible into foreign equity
    securities.  ADRs and ADSs typically are issued by a United States bank or
    trust company and evidence ownership of underlying securities issued by a
    foreign corporation.  EDRs, which are sometimes referred to as Continental
    Depositary Receipts ("CDRs"), GDRs, GDCs, and IDRs are typically issued by
    foreign banks or trust companies, although they also may be issued by
    United States banks or trust companies, and evidence ownership of
    underlying securities issued by either a foreign or a United States
    corporation.  ADRs, ADSs, CDRs, EDRs, GDRs, GDCs, and IDRs are collectively
    known as "Depositary Receipts."  Depositary Receipts may be available for
    investment through "sponsored" or "unsponsored" facilities.  A sponsored
    facility is established jointly by the issuer of the security underlying
    the receipt and a depositary, whereas an unsponsored facility may be
    established by a depositary without participation by the issuer of the
    receipt's underlying security.  Holders of an unsponsored Depositary
    Receipt generally bear all the costs of the unsponsored facility.  The
    depositary of an unsponsored facility frequently is under no obligation to




    distribute shareholder communications received from the issuer of the
    deposited security or to pass through to the holders of the receipts voting
    rights with respect to the deposited securities.
                                  DEBT SECURITIES
    In pursuit of the Fund's objective of long-term growth of capital, the Fund
    may invest up to 35% of its total assets in debt securities.  Capital
    appreciation in debt securities may arise as a result of favorable changes
    in the creditworthiness of issuers, relative interest rate levels, or
    relative foreign exchange rates.  Any income received from debt securities
    is incidental to the Fund's objective of long-term growth of capital.
    These debt obligations consist of U.S. and foreign government securities
    and corporate debt securities, including, but not limited to, Yankee bonds,
    Eurobonds and depositary receipts.  The issuers of such debt securities may
    or may not be domiciled in Latin America.
    The Fund may also invest in certain debt obligations customarily referred
    to as "Brady Bonds," that have been created through the exchange of
    existing commercial bank loans to Latin American public and private
    entities for new bonds in connection with debt restructurings under a debt
    restructuring plan announced by former U.S. Secretary of the Treasury
    Nicholas F. Brady (the "Brady Plan").  Brady Bonds have been issued only
    recently and for that reason do not have a long payment history.  Brady
    Bonds may be collateralized or uncollateralized, are issued in various




    currencies (primarily the U.S. dollar) and are actively traded in the over-
    the-counter secondary market for Latin American debt instruments.  Brady
    Bonds are neither issued nor guaranteed by the U.S. government.
    The debt securities in which the Fund may invest may be rated, at the time
    of purchase, BB or lower by Standard & Poor's Ratings Group ("S&P") or
    Fitch Investors Service, Inc. ("Fitch") or Ba or lower by Moody's Investors
    Service, Inc. ("Moody's"), or, if unrated, are of comparable quality as
    determined by the investment adviser.  The prices of fixed income
    securities generally fluctuate inversely to the direction of interest
    rates.
                               CONVERTIBLE SECURITIES
    The Fund may invest in convertible securities rated, at the time of
    purchase, BB or lower by S&P or Fitch or Ba or lower by Moody's, or, if
    unrated, are of comparable quality as determined by the investment adviser.
    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 bonds, convertible
    preferred stock or debentures, units consisting of "usable" bonds and
    warrants or a combination of the features of several of these securities.
    The investment characteristics of each convertible security vary widely,
    which allows convertible securities to be employed for a variety of




    different investment strategies.  In selecting a convertible security, the
    investment adviser evaluates the investment characteristics of the
    convertible security as a fixed income investment, and the investment
    potential of the underlying security for capital appreciation.


               INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
    Due to restrictions on direct investment by foreign entities in certain
    Latin American markets, investments in other investment companies may be
    the most practical or only manner in which the Fund can participate in the
    securities markets of certain countries in Latin America.  The Fund may
    also invest in other investment companies for the purpose of investing its
    short-term cash on a temporary basis.  The Fund may invest up to 10% of its
    total assets in the securities of other investment companies.  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.  Restricted securities may be issued
    by new and early stage companies which may include a high degree of
    business and financial risk that can result in substantial losses.  As a
    result of the absence of a public trading market for these securities, they
    may be less liquid than publicly traded securities.  Although these
    securities may be resold in privately negotiated transactions, the prices
    realized from these sales could be less than those originally paid by the
    Fund, or less than what may be considered the fair value of such
    securities.  Further, companies whose securities are not publicly traded
    may not be subject to the disclosure and other investor protection
    requirements which might be applicable if their securities were publicly
    traded.  If such securities are required to be registered under the
    securities laws of one or more jurisdictions before being resold, the Fund
    may be required to bear the expense of registration.  The Fund will limit
    investments in illiquid securities, including certain restricted securities
    not determined by the Directors to be liquid, over-the counter options,
    swap agreements not determined to be liquid, and repurchase agreements
    providing for settlement in more than seven days after notice, to 15% of
    its net assets.
                               REPURCHASE AGREEMENTS
    The Fund may invest in repurchase agreements.  Repurchase agreements are
    arrangements by which the Fund purchases a security for cash and obtains a




    simultaneous commitment from the seller (usually a bank or broker/dealer)
    to repurchase the security at an agreed-upon price and specified future
    date.  The repurchase price reflects an agreed-upon interest rate for the
    time period of the agreement.  The Fund's risk is the inability of the
    seller to pay the agreed-upon price on the delivery date.  However, this
    risk is tempered by the ability of the Fund to sell the security in the
    open market in the case of a default.  In such a case, the Fund may incur
    costs in disposing of the security which would increase Fund expenses.  The
    investment adviser will monitor the creditworthiness of the firms with
    which the Fund enters into repurchase agreements.
                   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 different times in the
    future.  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 investment
    adviser deems it appropriate to do so. In addition, the Fund may enter into




    transactions to sell its purchase commitments to third parties at current
    market values and simultaneously acquire other commitments to purchase
    similar securities at later dates.  The Fund may realize short-term profits
    or losses upon the sale of such commitments.
                          LENDING OF PORTFOLIO SECURITIES
    In order to generate additional income, the Fund may lend portfolio
    securities on a short-term or long-term basis, 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 investment adviser has determined are creditworthy under guidelines
    established by the Directors and will receive collateral in the form of
    cash or U.S. government securities equal to at least 100% of the value of
    the securities loaned at all times.
    There is the risk that when lending portfolio securities, the securities
    may not be available to the Fund on a timely basis and the Fund may,
    therefore, lose the opportunity to sell the securities at a desirable
    price.  In addition, in the event that a borrower of securities would file
    for bankruptcy or become insolvent, disposition of the securities may be
    delayed pending court action.
                               TEMPORARY INVESTMENTS
    For temporary defensive purposes, when the investment adviser determines
    that market conditions warrant (up to 100% of total assets) and to maintain




    liquidity (up to 20% of total assets), the Fund may invest in U.S. and
    foreign debt instruments as well as cash or cash equivalents, including
    foreign and domestic money market instruments, short-term government and
    corporate obligations, and repurchase agreements.
                                FORWARD COMMITMENTS
    Forward commitments are contracts to purchase securities for a fixed price
    at a date beyond customary settlement time.  The Fund may enter into these
    contracts if liquid securities in amounts sufficient to meet the purchase
    price are segregated on the Fund's records at the trade date and maintained
    until the transaction has been settled.  Risk is involved if the value of
    the security declines before settlement.  Although the Fund enters into
    forward commitments with the intention of acquiring the security, it may
    dispose of the commitment prior to settlement and realize short-term profit
    or loss.
                           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 (i.e., 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.  Further, the Fund may be affected either
    unfavorably or favorably by fluctuations in the relative rates of exchange
    between the currencies of different nations.  Cross-hedging transactions by
    the Fund involve the risk of imperfect correlation between changes in the
    values of the currencies to which such transactions relate and changes in
    the value of the currency or other asset or liability that is the subject
    of the hedge.
                    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 60 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 investment adviser will consider the
    likelihood of changes in currency values when making investment decisions,
    the investment 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 value of
    the Fund's assets denominated in that currency at the time the contract was
    initiated, but as consistent with their other investment policies and as
    not otherwise limited in their ability to use this strategy.
                                      OPTIONS




    The Fund may deal in options on foreign currencies, securities, and
    securities indices, and on futures contracts involving these items, which
    options may be listed for trading on an international securities exchange
    or traded over-the-counter.  The Fund may use options to manage interest
    rate and currency risks.  The Fund may also write covered call options and
    secured put options to generate income or lock in gains.  The Fund may
    write covered call options and secured put options on up to 25% of its net
    assets and may purchase put and call options provided that no more than 5%
    of the fair market value of its net assets may be invested in premiums on
    such options.
    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 the 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 nonperformance 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.
    It is not certain that a secondary market for positions in options, or
    futures contracts (see below), 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.
                           FUTURES AND OPTIONS ON FUTURES
    The Fund may enter into futures contracts involving foreign currency,
    securities, and securities indices, or options thereon, for bona fide
    hedging purposes.  The Fund may also enter into such futures contracts or




    related options for purposes other than bona fide hedging if the aggregate
    amount of initial margin deposits exclusive of the margin needed for
    foreign currency hedging, on the Fund's futures and related options
    positions would not exceed 5% of the net liquidation value of the Fund's
    assets, provided further that in the case of an option that is in-the-money
    at the time of the purchase, the in-the-money amount may be excluded in
    calculating the 5% limitation.  In addition, the Fund may not sell futures
    contracts if the value of such futures contracts exceeds the total market
    value of the Fund's portfolio securities.  Futures contracts and options
    thereon sold by the Fund are generally subject to segregation and coverage
    requirements established by either the Commodities Futures Trading
    Commission ("CFTC") or the Securities and Exchange Commission ("SEC"), with
    the result that, if the Fund does not hold the instrument underlying the
    futures contract or option, the Fund will be required to segregate on an
    ongoing basis with its custodian cash, U.S. government securities, or other
    liquid high grade debt obligations in an amount at least equal to the
    Fund's obligations with respect to such instruments.
    The Fund may enter into securities index futures contracts and purchase and
    write put and call options on securities index futures contracts that are
    traded on regulated exchanges, including non-U.S. exchanges, to the extent
    permitted by the CFTC.  Securities index futures contracts are based on
    indexes that reflect the market value of securities 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 enter into securities index futures contracts to sell a
    securities index in anticipation of or during a market decline to attempt
    to offset the decrease in market value of securities in its portfolio that
    might otherwise result.  When the Fund is not fully invested and
    anticipates a significant market advance, it may enter into futures
    contracts to purchase the index in order to gain rapid market exposure that
    may in part or entirely offset increases in the cost of securities that it
    intends to purchase.  In many of these transactions, the Fund will purchase
    such securities upon termination of the futures position but, depending on
    market conditions, a futures position may be terminated without the
    corresponding purchases of common stock.  The Fund may also invest in
    securities index futures contracts when the investment adviser believes
    such investment is more efficient, liquid, or cost-effective than investing
    directly in the securities underlying the index.
    An option on a securities index futures contract gives the purchaser the
    right, in return for the premium paid, to assume a position in a securities
    index futures contract.  The Fund may purchase and write put and call




    options on securities index futures contracts in order to hedge all or a
    portion of its investment and may enter into closing purchase transactions
    with respect to written options in order to terminate existing positions.
    There is no guarantee that such closing transactions can be effected.  The
    Fund may also invest in options on securities index futures contracts when
    the investment adviser believes such investment is more efficient, liquid
    or cost-effective than investing directly in the futures contract or in the
    securities underlying the index, or when the futures contract or underlying
    securities are not available for investment upon favorable terms.
    The use of futures and related options involves special consideration and
    risks, for example, (1) the ability of the Fund to utilize futures
    successfully will depend on the investment adviser's ability to predict
    pertinent market movements; (2) there might be imperfect correlation, or
    even no correlation, between the change in market value of the securities
    held by the Fund and the prices of the futures and options thereon relating
    to the securities purchased or sold by the Fund.  The use of futures and
    related options may reduce risk of loss by wholly or partially offsetting
    the negative effect of unfavorable price movements but they can also reduce
    the opportunity for gain by offsetting the positive effect of favorable
    price movements in positions.  No assurance can be given that the
    investment adviser's judgment in this respect will be correct.




    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.
    New futures contracts, options thereon, and other financial products and
    risk management techniques continue to be developed.  The Fund may use
    these investments and techniques to the extent consistent with its
    investment objectives and regulatory and federal tax considerations.
                                  SWAP AGREEMENTS
    As one way of managing its exposure to different types of investments, the
    Fund may enter into interest rate swaps, currency swaps, and other types of
    swap agreements such as caps, collars, and floors.  Depending on how they
    are used, swap agreements may increase or decrease the overall volatility
    of the Fund's investments, its share price and yield.
    Swap agreements are sophisticated hedging instruments that typically
    involve a small investment of cash relative to the magnitude of risks
    assumed.  As a result, swaps can be highly volatile and may have a
    considerable impact on the Fund's performance.  Swap agreements are subject
    to risks related to the counterparty's ability to perform, and may decline




    in value if the counterparty's creditworthiness deteriorates.  The Fund may
    also suffer losses if it is unable to terminate outstanding swap agreements
    to reduce its exposure through offsetting transactions.  When the Fund
    enters into a swap agreement, assets of the Fund equal to the value of the
    swap agreement will be segregated by the Fund.


                     RISK CHARACTERISTICS OF FOREIGN SECURITIES
    Investing in non-U.S. securities carries substantial risks in addition to
    those associated with domestic investments.  In an attempt to reduce some
    of these risks, the Fund diversifies its investments broadly among foreign
    countries which may include both developed and developing countries.
    The Fund may take advantage of the unusual opportunities for higher returns
    available from investing in developing countries.  These investments carry
    considerably more volatility and risk because they generally are associated
    with less mature economies and less stable political systems.
    The economies of foreign countries may differ from the U.S. economy in such
    respects as growth of gross domestic product, rate of inflation, currency
    depreciation, capital reinvestment, resource self-sufficiency, and balance
    of payments position.  Further, the economies of developing countries
    generally are heavily dependent on international trade and, accordingly,
    have been, and may continue to be, adversely affected by trade barriers,




    exchange controls, managed adjustments in relative currency values, and
    other protectionist measures imposed or negotiated by the countries with
    which they trade.  These economies also have been, and may continue to be,
    adversely affected by economic conditions in the countries with which they
    trade.
    Prior governmental approval for foreign investments may be required under
    certain circumstances in some countries, and the extent of foreign
    investment in certain debt securities and domestic companies may be subject
    to limitation.  Foreign ownership limitations also may be imposed by the
    charters of individual companies to prevent, among other concerns,
    violation of foreign investment limitations.
    Repatriation of investment income, capital, and the proceeds of sales by
    foreign investors may require governmental registration and/or approval in
    some countries.  The Fund could be adversely affected by delays in, or a
    refusal to grant, any required governmental registration or approval for
    such repatriation.  Any investment subject to such repatriation controls
    will be considered illiquid if it appears reasonably likely that this
    process will take more than seven days.
    With respect to any foreign country, there is the possibility of
    nationalization, expropriation or confiscatory taxation, political changes,
    governmental regulation, social instability or diplomatic developments
    (including war) which could affect adversely the economies of such




    countries or the value of the Fund's investments in those countries.  In
    addition, it may be difficult to obtain and enforce a judgment in a court
    outside of the United States.
    Brokerage commissions, custodial services, and other costs relating to
    investment may be more expensive than in the United States.  Foreign
    markets may have different clearance and settlement procedures such as
    requiring payment for securities before delivery.  In certain markets there
    have been times when settlements have been unable to keep pace with the
    volume of securities transactions, making it difficult to conduct such
    transactions.  The inability of the Fund to make intended security
    purchases due to settlement problems could cause the Fund to miss
    attractive investment opportunities.  Inability to dispose of a portfolio
    security due to settlement problems could result either in losses to the
    Fund due to subsequent declines in value of the portfolio security or, if
    the Fund has entered into a contract to sell the security, could result in
    possible liability to the purchaser.
    CURRENCY RISKS.  Because the majority of the 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 Fund assets
    denominated in the currency will increase; correspondingly, if the value of
    a foreign currency declines against the U.S. dollar the value of Fund
    assets denominated in that currency will decrease.  Under the United States
    Internal Revenue Code, as amended (the "Code"), the Fund is required to
    separately account for the foreign currency component of gains or losses,
    which will usually be viewed under the Code as items of ordinary and
    distributable income or loss, thus affecting the Fund's distributable
    income. (See "Federal Income Tax").
    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 Fund
    values its assets daily in U.S. dollars, the Fund will not convert its
    holdings of foreign currencies to U.S. dollars daily. When the Fund
    converts its holdings to another currency, it may incur conversion costs.
    Foreign exchange dealers may realize a profit on the difference between the
    price at which they buy and sell currencies.
    FOREIGN COMPANIES.  Other differences between investing in foreign and U.S.
    companies include:
    . less publicly available information about foreign issuers;
    . credit risks associated with certain foreign governments;




    . the lack of uniform accounting, auditing, and financial reporting
      standards and practices or regulatory requirements comparable to those
      applicable to U.S. companies;
    . less readily available market quotations on foreign issues;
    . differences in government regulation and supervision of foreign stock
      exchanges, brokers, listed companies, and banks;
    . differences in legal systems which may affect the ability to enforce
      contractual obligations or obtain court judgments;
    . the limited size of many foreign securities markets and limited trading
      volume in issuers compared to the volume of trading in U.S. securities
      could cause prices to be erratic for reasons apart from factors that
      affect the quality of securities;
    . the likelihood that securities of foreign issuers may be less liquid or
      more volatile;
    . foreign brokerage commissions may be higher;
    . unreliable mail service between countries;
    . political or financial changes which adversely affect investments in some
      countries;
    . increased risk of delayed settlements of portfolio transactions or loss
      of certificates for portfolio securities;
    . certain markets may require payment for securities before delivery;
    . religious and ethnic instability; and




    . certain national policies which may restrict the Fund's investment
      opportunities, including  restrictions on investment in issuers or
      industries deemed sensitive to national interests.
    U.S. GOVERNMENT POLICIES.  In the past, U.S. government policies have
    discouraged or restricted certain investments abroad by investors such as
    the Fund.  Investors are advised that when such policies are instituted,
    the Fund will abide by them.
                             INVESTING IN LATIN AMERICA
    The investment adviser believes that investment opportunities may result
    from recent trends in Latin America encouraging greater market orientation
    and less governmental intervention in economic affairs.  Investors,
    however, should be aware that the Latin American economies have experienced
    considerable difficulties in the past decade.  Although there have been
    significant improvements in recent years, the Latin American economies
    continue to experience challenging problems, including high inflation rates
    and high interest rates relative to the U.S.  The emergence of the Latin
    American economies and securities markets will require continued economic
    and fiscal discipline which has been lacking at times in the past, as well
    as stable political and social conditions.  Recovery may also be influenced
    by international economic conditions, particularly those in the U.S., and
    by world prices for oil and other commodities.  There is no assurance that
    recent economic initiatives will be successful.




    Certain risks associated with international investments and investing in
    smaller, developing capital markets are heightened for investments in Latin
    American countries.  For example, some of the currencies of Latin American
    countries have experienced steady devaluations relative to the U.S. dollar,
    and major adjustments have been made in certain of these currencies
    periodically.  In addition, although there is a trend toward less
    government involvement in commerce, governments of many Latin American
    countries have exercised and continue to exercise substantial influence
    over many aspects of the private sector.  In certain cases, the government
    still owns or controls many companies, including some of the largest in the
    country.  Accordingly, government actions in the future could have a
    significant effect on economic conditions in Latin American countries,
    which could affect private sector companies and the Fund, as well as the
    value of securities in the Fund's portfolio.
    Most Latin American countries have experienced substantial, and in some
    periods, extremely high, rates of inflation for many years.  Inflation and
    rapid fluctuations in inflation rates have had and may continue to have
    negative effects on the economies and securities markets of certain Latin
    American countries.
    Certain Latin American countries are among the largest debtors to
    commercial banks and foreign governments.  Some of these countries have in
    the past defaulted on their sovereign debt.  Holders of sovereign debt




    (including the Fund) may be requested to participate in the rescheduling of
    such debt and to extend further loans to governmental entities.  There is
    no bankruptcy proceeding by which sovereign debt on which governmental
    entities have defaulted may be collected in whole or in part.
    The limited size of many Latin American securities markets and limited
    trading volume in issuers compared to the volume of trading in U.S.
    securities could cause prices to be erratic for reasons apart from factors
    that affect the quality of securities.
            RISK FACTORS RELATING TO INVESTING IN HIGH YIELD SECURITIES
    The debt securities in which the Fund invests are usually not in the three
    highest rating categories of a nationally recognized statistical rating
    organization (AAA, AA, or A for S&P or Fitch and Aaa, Aa, or A for
    Moody's), but are in the lower rating categories or are unrated, but are of
    comparable quality and have speculative characteristics or are speculative.
    Lower-rated bonds or unrated bonds are commonly referred to as "junk
    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 debt securities rated in the lowest rating category.
    A description of the rating categories is contained in the Appendix to the
    Combined Statement of Additional Information.
    Debt obligations that are not determined to be investment grade are high-
    yield, high-risk bonds, typically subject to greater market fluctuations




    and greater risk of loss of income and principal due to an issuer's
    default.  To a greater extent than investment grade bonds, lower-rated
    bonds tend to reflect short-term corporate, economic, and market
    developments, as well as investor perceptions of the issuer's credit
    quality.  In addition, lower-rated bonds  may be more difficult to dispose
    of or to value than higher-rated, lower-yielding bonds.
    The Fund's investment adviser attempts to reduce the risks described above
    through diversification of the portfolio and by credit analysis of each
    issuer as well as by monitoring broad economic trends and corporate and
    legislative developments.
    INVESTMENT LIMITATIONS
    The Fund will not:
      o borrow money directly or through reverse repurchase agreements
        (arrangements in  which the Fund sells a portfolio instrument for a
        percentage of its cash value with an agreement to buy it back on a set
        date) or pledge securities except, under certain circumstances, the
        Fund may borrow up to one-third of the value of its total assets and
        pledge its assets to secure such borrowings; or
      o with respect to 75% of its total assets, invest more than 5% of the
        value of  its total assets in securities of any one issuer (other than
        cash, cash items, or securities issued or guaranteed by the U.S.
        government and its agencies or instrumentalities, and repurchase




        agreements collateralized by such securities) or acquire more than 10%
        of the outstanding voting securities of any one  issuer.
    The above investment limitations cannot be changed without shareholder
    approval.
                                  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 Class A Shares in the market
    value of all securities and other assets of the Fund, subtracting the
    interest of Class A Shares in the liabilities of the Fund and those
    attributable to Class A Shares, and dividing the remainder by the total
    number of Class A Shares outstanding. The net asset value for Class A
    Shares may differ from that of Class B Shares and Class C Shares due to the
    variance in daily net income realized by each class. Such variance will
    reflect only accrued net income to which the shareholders of a particular
    class are entitled.
    The net asset value is determined as of the close of trading (normally 4:00
    p.m., Eastern time) on the New York Stock Exchange, Monday through Friday,
    except on: (i) days on which there are not sufficient changes in the value
    of the Fund's portfolio securities that its net asset value might be
    materially affected; (ii) days during which no Shares are tendered for
    redemption and no orders to purchase Shares are received; or (iii) the




    following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial
    Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.


                               HOW TO PURCHASE SHARES
    Shares of the Fund are sold on days on which the New York Stock Exchange is
    open. Shares of the Fund may be purchased as described below, either
    through a financial institution (such as a bank or broker/dealer which has
    a sales agreement with the distributor) or by wire or by check directly to
    the Fund, with a minimum initial investment of $500. Additional investments
    can be made for as little as $100. The minimum initial and subsequent
    investment for retirement plans is only $50. (Financial institutions may
    impose different minimum investment requirements on their customers.)
    In connection with any sale, Federated Securities Corp. may from time to
    time offer certain items of nominal value to any shareholder or investor.
    The Fund reserves the right to reject any purchase request. An account must
    be established at a financial institution or by completing, signing, and
    returning the new account form available from the Fund before Shares can be
    purchased.
    WHAT SHARES COST
    Shares are sold at their net asset value next determined after an order is
    received, plus a sales load as follows:




                                       SALES LOAD AS   DEALER
                         SALES LOAD AS  A PERCENTAGE  CONCESSION
                         A PERCENTAGE    OF NET      AS A PERCENTAGE
       AMOUNT OF         OF OFFERING    AMOUNT         OF PUBLIC
       TRANSACTION          PRICE       INVESTED     OFFERING PRICE
    Less than $50,000       5.50%        5.82%          5.00%
    $50,000 but less than $100,000       4.50%          4.71%
       4.00%
    $100,000 but less than $250,000      3.75%          3.90%
       3.25%
    $250,000 but less than $500,000      2.50%          2.56%
       2.25%
    $500,000 but less than $1 million    2.00%          2.04%
       1.80%
    $1 million or greater   0.00%        0.00%          0.25%*
    * See sub-section entitled "Dealer Concession."
    No sales load is imposed for Shares purchased through bank trust
    departments, investment advisers registered under the Investment Advisers
    Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated
    Securities Corp. or its affiliates, or to shareholders designated as
    Liberty Life Members. However, investors who purchase Shares through a




    trust department, investment adviser, or retirement plan may be charged an
    additional service fee by the institution. Additionally, no sales load is
    imposed for Shares purchased through "wrap accounts" or similar programs,
    under which clients pay a fee or fees for services.
                                 DEALER CONCESSION
    For sales of Shares, a dealer will normally receive up to 90% of the
    applicable sales load. Any portion of the sales load which is not paid to a
    dealer will be retained by the distributor. However, the distributor may
    offer to pay dealers up to 100% of the sales load retained by it. Such
    payments may take the form of cash or promotional incentives, such as
    reimbursement of certain expenses of qualified employees and their spouses
    to attend informational meetings about the Fund or other special events at
    recreational-type facilities, or items of material value. In some
    instances, these incentives will be made available only to dealers whose
    employees have sold or may sell a significant amount of Shares. On
    purchases of $1 million or more, the investor pays no sales load; however,
    the distributor will make twelve monthly payments to the dealer totaling
    0.25% of the public offering price over the first year following the
    purchase. Such payments are based on the original purchase price of Shares
    outstanding at each month end.
    The sales load for Shares sold other than through registered broker/dealers
    will be retained by Federated Securities Corp. Federated Securities Corp.




    may pay fees to banks out of the sales load in exchange for sales and/or
    administrative services performed on behalf of the bank's customers in
    connection with the initiation of customer accounts and purchases of
    Shares.
                       REDUCING OR ELIMINATING THE SALES LOAD
    The sales load can be reduced or eliminated on the purchase of Shares
    through:
      o quantity discounts and accumulated purchases;
      o concurrent purchases;
      o signing a 13-month letter of intent;
      o using the reinvestment privilege; or
      o purchases with proceeds from redemptions of unaffiliated investment
        company shares.
                    QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES
    As shown in the table above, larger purchases reduce the sales load paid.
    The Fund will combine purchases of Shares made on the same day by the
    investor, the investor's spouse, and the investor's children under age 21
    when it calculates the sales load. In addition, the sales load, if
    applicable, is reduced for purchases made at one time by a trustee or
    fiduciary for a single trust estate or a single fiduciary account.
    If an additional purchase of Shares is made, the Fund will consider the
    previous purchases still invested in the Fund. For example, if a




    shareholder already owns Shares having a current value at the public
    offering price of $30,000 and he purchases $20,000 more at the current
    public offering price, the sales load on the additional purchase according
    to the schedule now in effect would be 4.50%, not 5.50%.
    To receive the sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the purchase is made that Shares are already owned or that
    purchases are being combined. The Fund will reduce the sales load after it
    confirms the purchases.
                                CONCURRENT PURCHASES
    For purposes of qualifying for a sales load reduction, a shareholder has
    the privilege of combining concurrent purchases of two or more funds in the
    Liberty Family of Funds, the purchase price of which includes a sales load.
    For example, if a shareholder concurrently invested $30,000 in one of the
    other funds in the Liberty Family of Funds with a sales load, and $20,000
    in this Fund, the sales load would be reduced.
    To receive this sales load reduction, Federated Securities Corp. must be
    notified by the shareholder in writing or by his financial institution at
    the time the concurrent purchases are made. The Fund will reduce the sales
    load after it confirms the purchases.




                                  LETTER OF INTENT
    If a shareholder intends to purchase at least $50,000 of shares of the
    funds in the Liberty Family of Funds (excluding money market funds) over
    the next 13 months, the sales load may be reduced by signing a letter of
    intent to that effect. This letter of intent includes a provision for a
    sales load adjustment depending on the amount actually purchased within the
    13-month period and a provision for the custodian to hold up to 5.50% of
    the total amount intended to be purchased in escrow (in Shares) until such
    purchase is completed.
     The Shares held in escrow in the shareholder's account will be released
    upon fulfillment of the letter of intent or the end of the 13-month period,
    whichever comes first. If the amount specified in the letter of intent is
    not purchased, an appropriate number of escrowed Shares may be redeemed in
    order to realize the difference in the sales load.
    While this letter of intent will not obligate the shareholder to purchase
    Shares, each purchase during the period will be at the sales load
    applicable to the total amount intended to be purchased. At the time a
    letter of intent is established, current balances in accounts in any Shares
    of any fund in the Liberty Family of Funds, excluding money market
    accounts, will be aggregated to provide a purchase credit towards
    fulfillment of the letter of intent. Prior trade prices will not be
    adjusted.




                               REINVESTMENT PRIVILEGE
    If Shares in the Fund have been redeemed, the shareholder has the
    privilege, within 120 days, to reinvest the redemption proceeds at the
    next-determined net asset value without any sales load. Federated
    Securities Corp. must be notified by the shareholder in writing or by his
    financial institution of the reinvestment in order to eliminate a sales
    load. If the shareholder redeems his Shares in the Fund, there may be tax
    consequences.
        PURCHASES WITH PROCEEDS FROM REDEMPTIONS OF UNAFFILIATED INVESTMENT
                                     COMPANIES
    Investors may purchase Shares at net asset value, without a sales load,
    with the proceeds from the redemption of shares of an unaffiliated
    investment company that were purchased or sold with a sales load or
    commission and were not distributed by Federated Securities Corp. The
    purchase must be made within 60 days of the redemption, and Federated
    Securities Corp. must be notified by the investor in writing, or by his
    financial institution, at the time the purchase is made. From time to time,
    the Fund may offer dealers a payment of .50 of 1.00% for Shares purchased
    under this program. If Shares are purchased in this manner, Fund purchases
    will be subject to a contingent deferred sales charge for one year from the
    date of purchase. Shareholders will be notified prior to the implementation
    of any special offering as described above.




                 PURCHASING SHARES THROUGH A FINANCIAL INSTITUTION
    An investor may call his financial institution (such as a bank or an
    investment dealer) to place an order to purchase Shares. Orders placed
    through a financial institution are considered received when the Fund is
    notified of the purchase order or when payment is converted into federal
    funds. Purchase orders through a registered broker/dealer must be received
    by the broker before 4:00 p.m. (Eastern time) and must be transmitted by
    the broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. Purchase orders through other
    financial institutions must be received by the financial institution and
    transmitted to the Fund before 4:00 p.m. (Eastern time) in order for Shares
    to be purchased at that day's price. It is the financial institution's
    responsibility to transmit orders promptly. Financial institutions may
    charge additional fees for their services.
                             PURCHASING SHARES BY WIRE
    Once an account has been established, Shares may be purchased by wire by
    calling the Fund. All information needed will be taken over the telephone,
    and the order is considered received immediately. Payment for purchases
    which are subject to a sales load must be received within three business
    days following the order. Payment for purchases on which no sales load is
    imposed must be received before 3:00 p.m. (Eastern time) on the next
    business day following the order. Federal funds should be wired as follows:




    State Street Bank and Trust Company, Boston, Massachusetts; Attn: EDGEWIRE;
    For Credit to: (Fund Name) (Fund Class); (Fund Number); Account Number;
    Trade Date and Order Number; Group Number or Dealer Number; Nominee or
    Institution Name; and ABA Number 011000028. Shares cannot be purchased by
    wire on holidays when wire transfers are restricted.
                             PURCHASING SHARES BY CHECK
    Once an account has been established, Shares may be purchased by sending a
    check made payable to the name of the Fund (designate class of Shares and
    account number) to: Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600. Orders by mail are considered received when
    payment by check is converted into federal funds (normally the business day
    after the check is received).
    SPECIAL PURCHASE FEATURES
                           SYSTEMATIC INVESTMENT PROGRAM
    Once a Fund account has been opened, shareholders may add to their
    investment on a regular basis in a minimum amount of $100. Under this
    program, funds may be automatically withdrawn periodically from the
    shareholder's checking account at an Automated Clearing House ("ACH")
    member and invested in the Fund at the net asset value next determined
    after an order is received by the Fund, plus the sales load, if applicable.
    Shareholders should contact their financial institution or the Fund to
    participate in this program.




                                  RETIREMENT PLANS
    Fund Shares can be purchased as an investment for retirement plans or IRA
    accounts. For further details, contact the Fund and consult a tax adviser.
                                 EXCHANGE PRIVILEGE
    Class A shareholders may exchange all or some of their Shares for Class A
    Shares of other funds in the Liberty Family of Funds at net asset value.
    Shareholders of Class A Shares may also exchange into certain other funds
    for which affiliates of Federated Investors serve as investment adviser or
    principal underwriter ("Federated Funds") which are sold with a sales load
    different from that of the Fund's or with no sales load, and which are
    advised by subsidiaries or affiliates of Federated Investors. These
    exchanges are made at net asset value plus the difference between the
    Fund's sales load already paid and any sales load of the Federated Fund
    into which the Shares are to be exchanged, if higher. Neither the Fund nor
    any of the funds in the Liberty Family of Funds imposes any additional fees
    on exchanges. Shareholders in certain other Federated Funds may exchange
    their shares in the Federated Funds for Class A Shares.
                             REQUIREMENTS FOR EXCHANGE
    Shareholders using this privilege must exchange Shares having a net asset
    value equal to the minimum investment requirements of the fund into which
    the exchange is being made. Before the exchange, the shareholder must
    receive a prospectus of the fund for which the exchange is being made.




    This privilege is available to shareholders resident in any state in which
    the shares being acquired may be sold. Upon receipt of proper instructions
    and required supporting documents, Shares submitted for exchange are
    redeemed and proceeds invested in the same class of shares of the other
    fund. The exchange privilege may be modified or terminated at any time.
    Shareholders will be notified of the modification or termination of the
    exchange privilege.
    Further information on the exchange privilege and prospectuses for the
    Liberty Family of Funds are available by contacting the Fund.
                                  TAX CONSEQUENCES
    An exercise of the exchange privilege is treated as a sale for federal
    income tax purposes. Depending upon the circumstances, a capital gain or
    loss may be realized.
                                 MAKING AN EXCHANGE
    Instructions for exchanges for the Liberty Family of Funds or certain
    Federated Funds may be given in writing or by telephone. Written
    instructions may require a signature guarantee. Shareholders of the Fund
    may have difficulty in making exchanges by telephone through brokers and
    other financial institutions during times of drastic economic or market
    changes. If a shareholder cannot contact his broker or financial
    institution by telephone, it is recommended that an exchange request be




    made in writing and sent by overnight mail to Federated Services Company,
    500 Victory Road--2nd Floor, North Quincy, Massachusetts 02171.
                               TELEPHONE INSTRUCTIONS
    Telephone instructions made by the investor may be carried out only if a
    telephone authorization form completed by the investor is on file with the
    Fund. If the instructions are given by a broker, a telephone authorization
    form completed by the broker must be on file with the Fund. If reasonable
    procedures are not followed by the Fund, it may be liable for losses due to
    unauthorized or fraudulent telephone instructions. Shares may be exchanged
    between two funds by telephone only if the two funds have identical
    shareholder registrations.
    Any Shares held in certificate form cannot be exchanged by telephone but
    must be forwarded to Federated Services Company, P.O. Box 8600, Boston,
    Massachusetts 02266-8600 and deposited to the shareholder's account before
    being exchanged. Telephone exchange instructions are recorded and will be
    binding upon the shareholder. Such instructions will be processed as of
    4:00 p.m. (Eastern time) and must be received by the Fund before that time
    for Shares to be exchanged the same day. Shareholders exchanging into a
    fund will begin receiving dividends the following business day. This
    privilege may be modified or terminated at any time.
                                HOW TO REDEEM SHARES




    Shares are redeemed at their net asset value, less any applicable
    contingent deferred sales charge, next determined after the Fund receives
    the redemption request. Redemptions will be made on days on which the Fund
    computes its net asset value. Redemption requests must be received in
    proper form and can be made as described below.
                  REDEEMING SHARES THROUGH A FINANCIAL INSTITUTION
    Shares of the Fund may be redeemed by calling your financial institution to
    request the redemption. Shares will be redeemed at the net asset value,
    less any applicable contingent deferred sales charge next determined after
    the Fund receives the redemption request from the financial institution.
    Redemption requests through a registered broker/dealer must be received by
    the broker before 4:00 p.m. (Eastern time) and must be transmitted by the
    broker to the Fund before 5:00 p.m. (Eastern time) in order for Shares to
    be redeemed at that day's net asset value. Redemption requests through
    other financial institutions (such as banks) must be received by the
    financial institution and transmitted to the Fund before 4:00 p.m. (Eastern
    time) in order for Shares to be redeemed at that day's net asset value. The
    financial institution is responsible for promptly submitting redemption
    requests and providing proper written redemption instructions. Customary
    fees and commissions may be charged by the financial institution for this
    service.
                           REDEEMING SHARES BY TELEPHONE




    Shares may be redeemed in any amount by calling the Fund provided the Fund
    has a properly completed authorization form. These forms can be obtained
    from Federated Securities Corp. Proceeds will be mailed in the form of a
    check, to the shareholder's address of record or by wire transfer to the
    shareholder's account at a domestic commercial bank that is a member of the
    Federal Reserve System. The minimum amount for a wire transfer is $1,000.
    Proceeds from redeemed Shares purchased by check or through ACH will not be
    wired until that method of payment has cleared.
    Telephone instructions will be recorded. If reasonable procedures are not
    followed by the Fund, it may be liable for losses due to unauthorized or
    fraudulent telephone instructions. In the event of drastic economic or
    market changes, a shareholder may experience difficulty in redeeming by
    telephone. If this occurs, "Redeeming Shares By Mail" should be considered.
    If at any time the Fund shall determine it necessary to terminate or modify
    the telephone redemption privilege, shareholders would be promptly
    notified.
                              REDEEMING SHARES BY MAIL
    Shares may be redeemed in any amount by mailing a written request to:
    Federated Services Company, Fund Name, Fund Class, P.O. Box 8600, Boston,
    Massachusetts 02266-8600.
    The written request should state: Fund Name and the Class designation; the
    account name as registered with the Fund; the account number; and the




    number of Shares to be redeemed or the dollar amount requested. All owners
    of the account must sign the request exactly as the Shares are registered.
    It is recommended that any share certificates be sent by insured mail with
    the written request.
    Shareholders requesting a redemption of any amount to be sent to an address
    other than that on record with the Fund, or a redemption payable other than
    to the shareholder of record must have their signatures guaranteed by a
    bank which is a member of the Federal Deposit Insurance Corporation, a
    trust company, a member firm of a domestic stock exchange, or any other
    "eligible guarantor institution," as defined by the Securities and Exchange
    Act of 1934, as amended. 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.
    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.
    SPECIAL REDEMPTION FEATURES
                           SYSTEMATIC WITHDRAWAL PROGRAM




    Shareholders who desire to receive payments of a predetermined amount not
    less than $100 may take advantage of the Systematic Withdrawal Program.
    Under this program, Shares are redeemed to provide for periodic withdrawal
    payments in an amount directed by the shareholder.
    Depending upon the amount of the withdrawal payments, the amount of
    dividends paid and capital gains distributions with respect to Shares, and
    the fluctuation of the net asset value of Shares redeemed under this
    program, redemptions may reduce, and eventually deplete, the shareholder's
    investment in the Fund. For this reason, payments under this program should
    not be considered as yield or income on the shareholder's investment in the
    Fund. To be eligible to participate in this program, a shareholder must
    have an account value of at least $10,000. A shareholder may apply for
    participation in this program through his financial institution. Due to the
    fact that Shares are sold with a sales load, it is not advisable for
    shareholders to continue to purchase Shares while participating in this
    program.
    CONTINGENT DEFERRED SALES CHARGE
    Class A Shares purchased under a periodic special offering with the
    proceeds of a redemption of shares of an unaffiliated investment company
    purchased or redeemed with a sales load and not distributed by Federated
    Securities Corp. may be charged a contingent deferred sales charge of .50
    of 1.00% for redemptions made within one full year of purchase. Any




    applicable contingent deferred sales charge will be imposed on the lesser
    of the net asset value of the redeemed Shares at the time of purchase or
    the net asset value of the redeemed Shares at the time of redemption.
    The contingent deferred sales charge will be deducted from the redemption
    proceeds otherwise payable to the shareholder and will be retained by the
    distributor. The contingent deferred sales charge will not be imposed with
    respect to: (1) Shares acquired through the reinvestment of dividends or
    distributions of long-term capital gains; and (2) Shares held for more than
    one full year from the date of purchase. Redemptions will be processed in a
    manner intended to maximize the amount of redemption which will not be
    subject to a contingent deferred sales charge. In computing the amount of
    the applicable contingent deferred sales charge, redemptions are deemed to
    have occurred in the following order: (1) Shares acquired through the
    reinvestment of dividends and long-term capital gains; (2) Shares held for
    more than one full year from the date of purchase; (3) Shares held for less
    than one full year from the date of purchase on a first-in, first-out
    basis. A contingent deferred sales charge is not assessed in connection
    with an exchange of Fund Shares for shares of other funds in the Liberty
    Family of Funds in the same class (see "Exchange Privilege"). Any
    contingent deferred sales charge imposed at the time the exchanged-for
    Shares are redeemed is calculated as if the shareholder had held the shares
    from the date on which he became a shareholder of the exchanged-from




    Shares. Moreover, the contingent deferred sales charge will be eliminated
    with respect to certain redemptions (see "Elimination of Contingent
    Deferred Sales Charge").
    ELIMINATION OF CONTINGENT DEFERRED SALES CHARGE
    The contingent deferred sales charge will be eliminated with respect to the
    following redemptions: (1) redemptions following the death or disability,
    as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as
    amended, of a shareholder; (2) redemptions representing minimum required
    distributions from an Individual Retirement Account or other retirement
    plan to a shareholder who has attained the age of 70-1/2; and (3)
    involuntary redemptions by the Fund of Shares in shareholder accounts that
    do not comply with the minimum balance requirements. No contingent deferred
    sales charge will be imposed on redemptions of Shares held by Directors,
    employees and sales representatives of the Fund, the distributor, or
    affiliates of the Fund or distributor; employees of any financial
    institution that sells Shares of the Fund pursuant to a sales agreement
    with the distributor; and spouses and children under the age of 21 of the
    aforementioned persons. Finally, no contingent deferred sales charge will
    be imposed on the redemption of Shares originally purchased through a bank
    trust department, an investment adviser registered under the Investment
    Advisers Act of 1940, as amended, or retirement plans where the third party
    administrator has entered into certain arrangements with Federated




    Securities Corp. or its affiliates, or any other financial institution, to
    the extent that no payments were advanced for purchases made through such
    entities. The Directors reserve the right to discontinue elimination of the
    contingent deferred sales charge. Shareholders will be notified of such
    elimination. Any Shares purchased prior to the termination of such waiver
    would have the contingent deferred sales charge eliminated as provided in
    the Fund's prospectus at the time of the purchase of the Shares. If a
    shareholder making a redemption qualifies for an elimination of the
    contingent deferred sales charge, the shareholder must notify Federated
    Securities Corp. or the transfer agent in writing that he is entitled to
    such elimination.
                           ACCOUNT AND SHARE INFORMATION
                           CERTIFICATES AND CONFIRMATIONS
    As transfer agent for the Fund, Federated Services Company maintains a
    Share account for each shareholder. Share certificates are not issued
    unless requested in writing to Federated Services Company.
    Detailed confirmations of each purchase and redemption are sent to each
    shareholder. Monthly confirmations are sent to report dividends paid during
    that month.
                                     DIVIDENDS
    Dividends are declared and paid annually to all shareholders invested in
    the Fund on the record date. Dividends and distributions are automatically




    reinvested in additional Shares of the Fund on payment dates at the ex-
    dividend date net asset value without a sales load, unless shareholders
    request cash payments on the new account form or by contacting the transfer
    agent. All shareholders on the record date are entitled to the dividend. If
    Shares are redeemed or exchanged prior to the record date or purchased
    after the record date, those Shares are not entitled to that year's
    dividend.


                                   CAPITAL GAINS
    Net long-term capital gains realized by the Fund, if any, will be
    distributed at least once every twelve months.
                             ACCOUNTS WITH LOW BALANCES
    Due to the high cost of maintaining accounts with low balances, the Fund
    may redeem Shares in any account, except retirement plans, and pay the
    proceeds to the shareholder if the account balance falls below the required
    minimum value of $500. This requirement does not apply, however, if the
    balance falls below the required minimum value because of changes in the
    net asset value of Shares. 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.
                              CORPORATION INFORMATION




    MANAGEMENT OF THE CORPORATION
                                 BOARD OF DIRECTORS
    The Corporation is managed by a Board of Directors. The Directors are
    responsible for managing the Corporation's business affairs and for
    exercising all the Corporation's powers except those reserved for the
    shareholders. An Executive Committee of the Board of Directors handles the
    Board's responsibilities between meetings of the Board.
                                 INVESTMENT ADVISER
    Investment decisions for the Fund are made by the Fund's investment
    adviser, Federated Global Research Corp. (the "Adviser"), subject to
    direction by the Directors. The Adviser continually conducts investment
    research and supervision for the Fund and is responsible for the purchase
    or sale of portfolio instruments, for which it receives an annual fee from
    the Fund. The Adviser's address is 175 Water Street, New York, New York
    10038-4965.
                                   ADVISORY FEES
    The Adviser receives an annual investment advisory fee equal to 1.25% 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 investment advisory contract, which provides for the voluntary
    waiver of the advisory fee 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 can terminate this voluntary waiver
    at any time in its sole discretion. The Adviser has also undertaken to
    reimburse the Fund for operating expenses in excess of limitations
    established by certain states.
                                ADVISER'S BACKGROUND
    Federated Global Research Corp., incorporated in Delaware on May 12, 1995,
    is a registered investment adviser under the Investment Advisers Act of
    1940, as amended. 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 Global Research Corp. and other subsidiaries of Federated
    Investors serve as investment advisers to a number of investment companies
    and private accounts. Certain other subsidiaries also provide
    administrative services to a number of investment companies. With over $72
    billion invested across more than 260 funds under management and/or
    administration by its subsidiaries, as of December 31, 1994, Federated
    Investors is one of the largest mutual fund investment managers in the
    United States. With more than 1,750 employees, Federated continues to be




    led by the management who founded the company in 1955. Federated funds are
    presently at work in and through 4,000 financial institutions nationwide.
    More than 100,000 investment professionals have selected Federated funds
    for their clients.
    Henry A. Frantzen has been the Fund's portfolio manager since its
    inception.  Mr. Frantzen joined Federated Investors in 1995 as an Executive
    Vice President of the Fund's investment adviser.  Mr. Frantzen served as
    Chief Investment Officer of international equities at Brown Brothers
    Harriman & Co. from 1992 to 1995.  He was the Executive Vice President and
    Director of Equities at Oppenheimer Management Corporation from 1989 to
    1991.  Mr. Frantzen received his B.S. in finance and marketing from the
    University of North Dakota.
    Drew J. Collins has been the Fund's portfolio manager since its inception.
    Mr. Collins joined Federated Investors in 1995 as a Senior Vice President
    of the Fund's investment adviser.  Mr. Collins served as Vice
    President/Portfolio Manager of international equity portfolios at Arnold
    and S. Bleichroeder, Inc. from 1994 to 1995.  He served as an Assistant
    Vice President/Portfolio Manager for international equities at the College
    Retirement Equities Fund from 1986 to 1994.  Mr. Collins is a Chartered
    Financial Analyst and received his M.B.A. in finance from the University of
    Pennsylvania.




    Alexandre de Bethmann has been the Fund's portfolio manager since its
    inception.  Mr. de Bethmann joined Federated Investors in 1995 as a Vice
    President of the Fund's investment adviser.  Mr. de Bethmann served as
    Assistant Vice President/Portfolio Manager for Japanese and Korean equities
    at the College Retirement Equities Fund from 1994 to 1995.  He served as an
    International Equities Analyst and then as an Assistant Portfolio Manager
    at  the College Retirement Equities Fund between 1987 and 1994.  Mr. de
    Bethmann received his M.B.A. in Finance from Duke University.
    Both the Corporation and the Adviser have adopted strict codes of ethics
    governing the conduct of all employees who manage the Fund and its
    portfolio securities. These codes recognize that such persons owe a
    fiduciary duty to the Fund's shareholders and must place the interests of
    shareholders ahead of the employees' own interest. Among other things, the
    codes: require preclearance and periodic reporting of personal securities
    transactions; prohibit personal transactions in securities being purchased
    or sold, or being considered for purchase or sale, by the Fund; prohibit
    purchasing securities in initial public offerings; and prohibit taking
    profits on securities held for less than sixty days. Violations of the
    codes are subject to review by the Board of Directors, and could result in
    severe penalties.




    DISTRIBUTION OF CLASS A SHARES
    Federated Securities Corp. is the principal distributor for Shares of the
    Fund. Federated Securities Corp. is located at Federated Investors Tower,
    Pittsburgh, Pennsylvania 15222-3779. It is a Pennsylvania corporation
    organized on November 14, 1969, and is the principal distributor for a
    number of investment companies. Federated Securities Corp. is a subsidiary
    of Federated Investors.


                     DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
    Under a distribution plan adopted in accordance with Investment Company Act
    Rule 12b-1 (the "Distribution Plan"), the distributor may be paid a fee in
    an amount computed at an annual rate of up to .25 of 1% of the average
    daily net assets of Shares to finance any activity which is principally
    intended to result in the sale of Shares subject to the Distribution Plan.
    The Fund does not currently make payments to the distributor or charge a
    fee under the Distribution Plan for Shares, and shareholders will be
    notified if the Fund intends to charge a fee under the Distribution Plan.
    For Shares, the distributor may select financial institutions such as
    banks, fiduciaries, custodians for public funds, investment advisers, and
    broker/dealers to provide sales services or distribution-related support
    services as agents for their clients or customers.




    The Distribution Plan is a compensation type plan. As such, the Fund makes
    no payments to the distributor except as described above. Therefore, the
    Fund does not pay for unreimbursed expenses of the distributor, including
    amounts expended by the distributor in excess of amounts received by it
    from the Fund, interest, carrying or other financing charges in connection
    with excess amounts expended, or the distributor's overhead expenses.
    However, the distributor may be able to recover such amounts or may earn a
    profit from future payments made by Shares under the Plan.
    In addition, the Fund has entered into a Shareholder Services Agreement
    with Federated Shareholder Services, a subsidiary of Federated Investors,
    under which the Fund may make payments up to 0.25 of 1% of the average
    daily net asset value of Shares to obtain certain personal services for
    shareholders and for the maintenance of shareholder accounts ("Shareholder
    Services"). Under the Shareholder Services Agreement, Federated Shareholder
    Services will either perform Shareholder Services directly or will select
    financial institutions to perform Shareholder Services. Financial
    institutions will receive fees based upon Shares owned by their clients or
    customers. The schedules of such fees and the basis upon which such fees
    will be paid will be determined from time to time by the Fund and Federated
    Shareholder Services.
    In addition to payments made pursuant to the Distribution Plan and
    Shareholder Services Agreement, Federated Securities Corp. and Federated




    Shareholder Services, from their own assets, may pay financial institutions
    supplemental fees for the performance of sales services, distribution-
    related support services, or shareholder services.
    The Glass-Steagall Act prohibits a depository institution (such as a
    commercial bank or savings 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 capacities
    described above or should Congress relax current restrictions on depository
    institutions, the Directors will consider appropriate changes in the
    services.
    State securities laws governing the ability of depository institutions to
    act as underwriters or distributors of securities may differ from
    interpretations given to the Glass-Steagall Act and, therefore, banks and
    financial institutions may be required to register as dealers pursuant to
    state laws.
                      OTHER PAYMENTS TO FINANCIAL INSTITUTIONS
    Federated Securities Corp. will pay financial institutions, at the time of
    purchase, an amount equal to .50 of 1% of the net asset value of Shares
    purchased by their clients or customers under certain qualified retirement
    plans as approved by Federated Securities Corp. (Such payments are subject
    to a reclaim from the financial institution should the assets leave the
    program within 12 months after purchase.)




    Furthermore, the distributor may offer to pay a fee from its own assets to
    financial institutions as financial assistance for providing substantial
    marketing and sales support. The support may include sponsoring sales,
    educational and training seminars for their employees, providing sales
    literature, and engineering computer software programs that emphasize the
    attributes of the Fund. Such assistance will be predicated upon the amount
    of Shares the financial institution sells or may sell, and/or upon the type
    and nature of sales or marketing support furnished by the financial
    institution. Any payments made by the distributor may be reimbursed by the
    Fund's Adviser or its affiliates.
    ADMINISTRATION OF THE FUND
                              ADMINISTRATIVE SERVICES
    Federated Administrative Services, a subsidiary of Federated Investors,
    provides administrative personnel and services (including certain legal and
    financial reporting services) necessary to operate the Fund. Federated
    Administrative Services provides these at an annual rate which relates to
    the average aggregate daily net assets of all Federated Funds as specified
    below:
               MAXIMUM                  AVERAGE AGGREGATE DAILY NET
            ADMINISTRATIVE FEE          ASSETS OF THE FEDERATED FUNDS
               .15 of 1%                on the first $250 million
               .125 of 1%               on the next $250 million




               .10 of 1%                on the next $250 million
               .075 of 1%               on assets in excess of $750 million
    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, P.O. Box 8600, Boston, Massachusetts
    02266-8600, is custodian for the securities and cash of the Fund.  Foreign
    instruments purchased by the Fund are held by foreign banks participating
    in a network coordinated by State Street Bank.
                    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
    Federated Services Company, P.O. Box 8600, Boston, Massachusetts 02266-
    8600, is transfer agent for the Shares of the Fund, and dividend disbursing
    agent for the Fund.
                                INDEPENDENT AUDITORS
    The independent auditors for the Fund are Ernst & Young LLP, One Oxford
    Centre, Pittsburgh, Pennsylvania 15219.
    EXPENSES OF THE FUND AND CLASS A SHARES
    Holders of Shares pay their allocable portion of Corporation and portfolio
    expenses.




    The Corporation expenses for which holders of Class A Shares pay their
    allocable portion include, but are not limited to: the cost of organizing
    the Corporation and continuing its existence; registering the Corporation
    with federal and state securities authorities; Directors' fees; auditors'
    fees; the cost of meetings of Directors; legal fees of the Corporation;
    association membership dues; and such non-recurring and extraordinary items
    as may arise from time to time.
    The portfolio expenses for which holders of Class A Shares pay their
    allocable portion include, but are not limited to: registering the
    portfolio and Class A Shares of the portfolio; investment advisory
    services; taxes and commissions; custodian fees; insurance premiums;
    auditors' fees; and such non-recurring and extraordinary items as may arise
    from time to time.
    At present, the only expenses which are allocated specifically to Class A
    Shares as a class are expenses under the Corporation's Distribution Plan
    and fees for Shareholder Services. However, the Directors reserve the right
    to allocate certain other expenses to holders of Class A Shares as they
    deem appropriate ("Class Expenses"). In any case, Class Expenses would be
    limited to: distribution fees; transfer agent fees as identified by the
    transfer agent as attributable to holders of Class A Shares; printing and
    postage expenses related to preparing and distributing materials such as
    shareholder reports, prospectuses and proxies to current shareholders;




    registration fees paid to the Securities and Exchange Commission and to
    state securities commissions; expenses related to administrative personnel
    and services as required to support holders of Class A Shares; legal fees
    relating solely to Class A Shares; and Directors' fees incurred as a result
    of issues related solely to Class A Shares.
    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 Directors.
                              SHAREHOLDER INFORMATION
    VOTING RIGHTS
    Each share of the Fund gives the shareholder one vote in Director elections
    and other matters submitted to shareholders for vote. All Shares of each
    Fund or class in the Corporation have equal voting rights, except that in




    matters affecting only a particular Fund or class, only Shares of that Fund
    or class are entitled to vote.
    As a Maryland corporation, the Corporation is not required to hold annual
    shareholder meetings. Shareholder approval will be sought only for certain
    changes in the Corporation's or the Fund's operation and for the election
    of Directors under certain circumstances.
    Directors may be removed by the Directors or by shareholders at a special
    meeting. A special meeting of shareholders shall be called by the Directors
    upon the written request of shareholders owning at least 10% of the
    Corporation's outstanding shares of all series entitled to vote.


                                  TAX INFORMATION
    FEDERAL INCOME TAX
    The Fund will pay no federal income tax because it expects to meet
    requirements of the Code, applicable to regulated investment companies and
    to receive the special tax treatment afforded to such companies.  However,
    the Fund 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 Fund upon disposition of PFIC
    investments.




    The Fund will be treated as a single, separate entity for federal income
    tax purposes so that income (including capital gains) and losses realized
    by the Corporation's other portfolios will not be combined for tax purposes
    with those realized by the Fund.
    Investment income received by the Fund from sources within foreign
    countries may be subject to foreign taxes withheld at the source.  The
    United States has entered into tax treaties with many foreign countries
    that entitle the Fund to reduced tax rates or exemptions on this income.
    The effective rate of foreign tax cannot be predicted since the amount of
    Fund assets to be invested within various countries is unknown.  However,
    the Fund intends to operate so as to qualify for treaty-reduced tax rates
    where applicable.
    Unless otherwise exempt, shareholders are required to pay federal income
    tax on any dividends and other distributions, including capital gains
    distributions, received. This applies whether dividends and distributions
    are received in cash or as additional Shares. Distributions representing
    long-term capital gains, if any, will be taxable to shareholders as long-
    term capital gains no matter how long the shareholders have held the
    Shares.  No federal income tax is due on any dividends earned in an IRA or
    qualified retirement plan until distributed.
    Due to differences in the book and tax treatment of fixed income securities
    denominated in foreign currencies, it is difficult to project currency




    effects on an interim basis.  Therefore, to the extent that currency
    fluctuations cannot be anticipated, a portion of distributions to
    shareholders could later be designated as a return of capital, rather than
    income, for income tax purposes, which may be of particular concern to
    simple trusts.
    If more than 50% of the value of the Fund's assets at the end of the tax
    year is represented by stock or securities of foreign corporations, the
    Fund intends to qualify for certain Code stipulations that would allow
    shareholders to claim a foreign tax credit or deduction on their U.S.
    income tax returns.  The Code may limit a shareholder's ability to claim a
    foreign tax credit.  Furthermore, shareholders who elect to deduct their
    portion of the Fund's foreign taxes rather than take the foreign tax credit
    must itemize deductions on their income tax returns.
    PENNSYLVANIA PERSONAL PROPERTY TAXES
    Shares are exempt from personal property taxes imposed by counties,
    municipalities, and school districts in Pennsylvania.
    Shareholders are urged to consult their own tax advisers regarding the
    status of their accounts under state and local tax laws.


                              PERFORMANCE INFORMATION




    From time to time, the Fund advertises its total return and yield for Class
    A Shares.
    Total return represents the change, over a specific period of time, in the
    value of an investment in Class A Shares after reinvesting all income and
    capital gains distributions. It is calculated by dividing that change by
    the initial investment and is expressed as a percentage.
    The yield of Class A Shares is calculated by dividing the net investment
    income per share (as defined by the Securities and Exchange Commission)
    earned by Class A Shares over a thirty-day period by the maximum offering
    price per share of each class on the last day of the period. This number is
    then annualized using semi-annual compounding. The yield does not
    necessarily reflect income actually earned by Class A Shares and,
    therefore, may not correlate to the dividends or other distributions paid
    to shareholders.
    The performance information reflects the effect of non-recurring charges,
    such as the maximum sales load or contingent deferred sales charges, which,
    if excluded, would increase the total return and yield.
    Total return and yield will be calculated separately for Class A Shares,
    Class B Shares, and Class C Shares.
    From time to time, advertisements for Class A Shares of the Fund may refer
    to ratings, rankings, and other information in certain financial




    publications and/or compare the performance of Class A Shares to certain
    indices.
                              OTHER CLASSES OF SHARES
    As of the date of this prospectus, the Fund also offers two other classes
    of shares called Class B Shares and Class C Shares. This prospectus relates
    only to Class A Shares.
    Class B Shares are sold primarily to customers of financial institutions,
    subject to a maximum contingent deferred sales charge of 5.50%. The Fund
    has also adopted a Distribution Plan whereby the distributor is paid a fee
    of up to .75 of 1% and a Shareholder Services fee of up to .25 of 1% of the
    Class B Shares' average daily net assets with respect to Class B Shares.
    Investments in Class B Shares are subject to a minimum initial investment
    of $1,500, unless the investment is in a retirement account, in which case
    the minimum investment is $50.
    Class C Shares are sold primarily to customers of financial institutions at
    net asset value with no initial sales load. Class C Shares are distributed
    pursuant to a Distribution Plan adopted by the Fund whereby the distributor
    is paid a fee of up to .75 of 1%, in addition to a Shareholder Services fee
    of .25 of 1% of the Class C Shares' average daily net assets. In addition,
    Class C Shares may be subject to certain contingent deferred sales charges.
    Investments in Class C Shares are subject to a minimum initial investment




    of $1,500, unless the investment is in a retirement account, in which case
    the minimum investment is $50.
    Class A Shares, Class B Shares, and Class C Shares are subject to certain
    of the same expenses. Expense differences, however, among Class A Shares,
    Class B Shares, and Class C Shares may affect the performance of each
    class.
    To obtain more information and a prospectus for either Class B Shares or
    Class C Shares, investors may call 1-800-235-4669 or contact their
    financial institution.








                                FEDERATED LATIN AMERICAN GROWTH FUND
                                (A Portfolio of World Investment Series, Inc.)

                                Class A Shares


                                      Prospectus


                                      An Open-End, Diversified Management
                                      Investment Company

                                      February 13, 1996




         FEDERATED SECURITIES CORP.


          Distributor
          G01471-01 (11/95)
          A subsidiary of FEDERATED INVESTORS
          Federated Investors Tower
          Pittsburgh, PA  15222-3779







                      FEDERATED LATIN AMERICAN GROWTH FUND
                 (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS C SHARES
                  COMBINED STATEMENT OF ADDITIONAL INFORMATION
   This  Combined Statement of Additional Information should be read with the
   combined prospectus for   Class A Shares, Class B Shares, and Class C
   Shares, or the stand-alone prospectus for Class A Shares of Federated Latin
   American Growth Fund (the "Fund") dated February 13, 1996. This Statement
   is not a prospectus itself. To receive a copy of either prospectus, write
   or call the Fund.
   FEDERATED INVESTORS TOWER
   PITTSBURGH, PENNSYLVANIA 15222-3779

   Statement dated February 13, 1996









           A subsidiary of FEDERATED INVESTORS CORP.
           Distributor




   GENERAL INFORMATION ABOUT THE               Additional Risk Considerations
     FUND                     4                                         40
                                               Portfolio Turnover       40
   INVESTMENT OBJECTIVE AND POLICIES
                                               Investment Limitations   41
                              4
                                              WORLD INVESTMENT SERIES, INC.
     Convertible Securities   4                MANAGEMENT               48
     Warrants                 5
                                               Fund Ownership           60
     Sovereign Debt Obligations6
                                               Directors Compensation   60
     When-Issued and Delayed Delivery
                                              INVESTMENT ADVISORY SERVICES
      Transactions            7
                                                                        63
     Lending of Portfolio Securities
                              7                Adviser to the Fund      63
     Repurchase Agreements    8                Advisory Fees            63
     Reverse Repurchase Agreements             Other Related Services   64
                              9               ADMINISTRATIVE SERVICES   64
     Restricted and Illiquid
                                              TRANSFER AGENT AND DIVIDEND
      Securities             10
                                               DISBURSING AGENT         65
     Futures and Options     11
     Foreign Currency Transactions            BROKERAGE TRANSACTIONS    65
                             29
                                              PURCHASING SHARES         67
     Special Considerations Affecting
      Latin America          35




     Distribution Plan and                    DETERMINING NET ASSET VALUE69
      Shareholder Services Agreement
                                               Determining Market Value of
                             67
                                                Securities              69
     Conversion to Federal Funds
                                               Trading in Foreign Securities
                             68
                                                                        70
     Purchases by Sales
                                              REDEEMING SHARES          71
      Representatives, Directors, and
      Employees of the Fund  69                Redemption in Kind       72
                                              TAX STATUS                73

                                               The Fund's Tax Status    73
                                               Foreign Taxes            74
                                               Shareholders' Tax Status 74
                                              TOTAL RETURN              74

                                              YIELD                     75

                                              PERFORMANCE COMPARISONS   76

                                              ABOUT FEDERATED INVESTORS 79

                                               Mutual Fund Market       80
                                               Institutional            81
                                               Trust Organizations      81




     Broker/Dealers and Bank
      Broker/Dealer Subsidiaries
                             81
   APPENDIX                  82




    GENERAL INFORMATION ABOUT THE FUND

    The Fund is a portfolio of World Investment Series, Inc. (the
    "Corporation"), which was established as a corporation under the laws of
    the state of Maryland on January 25, 1994.
    Shares of the Fund are offered in three classes known as Class A Shares,
    Class B Shares, and Class C Shares (individually and collectively referred
    to as "Shares" as the context may require).  This Combined Statement of
    Additional Information relates to all three classes of the above-mentioned
    Shares.
    INVESTMENT OBJECTIVE AND POLICIES

    The investment objective of the Fund is to provide long-term growth of
    capital.  Any income realized from the portfolio is incidental.  The Fund
    pursues its investment objective by investing primarily in equity
    securities of Latin American companies.  The investment objective cannot be
    changed without the approval of shareholders.
    CONVERTIBLE SECURITIES
    The convertible bonds and convertible preferred stocks in which the Fund
    may invest generally retain the investment characteristics of fixed income
    securities until they have been converted but also react to movements in
    the underlying equity securities.  The prices of fixed income securities
    fluctuate inversely to the direction of interest rates. The holder is




    entitled to receive the fixed income of a bond or the dividend preference
    of a preferred stock until the holder elects to exercise the conversion
    privilege.  Usable bonds are corporate bonds that can be used in whole or
    in part, customarily at full face value, in lieu of cash to purchase the
    issuer's common stock.
    Convertible securities are senior to equity securities, and therefore have
    a claim to assets of the corporation prior to the holders of common stock
    in the case of liquidation.  However, convertible securities are generally
    subordinated to similar nonconvertible securities of the same company.  The
    interest income and dividends from convertible bonds and preferred stocks
    provide a stable stream of income with generally higher yields than common
    stocks, but lower than nonconvertible securities of similar quality.  The
    Fund will exchange or convert the convertible securities held in its
    portfolio into shares of the underlying common stocks when, in the
    investment adviser's opinion, the investment characteristics of the
    underlying common shares will assist the Fund in achieving it investment
    objective.  Otherwise, the Fund will hold or trade the convertible
    securities.
    WARRANTS
    The Fund may invest in warrants.  Warrants are options to purchase common
    stock at a specific price (usually at a premium above the market value of
    the optioned common stock at issuance) valid for a specific period of time.




    Warrants may have a life ranging from less than a year to twenty years or
    may be perpetual.  However, most warrants have expiration dates after which
    they are worthless.  In addition, if the market price of the common stock
    does not exceed the warrant's exercise price during the life of the
    warrant, the warrant will expire as worthless.  Warrants have no voting
    rights, pay no dividends, and have no rights with respect to the assets of
    the corporation issuing them. The percentage increase or decrease in the
    market price of the warrant may tend to be greater than the percentage
    increase or decrease in the market price of the optioned common stock.
    SOVEREIGN DEBT OBLIGATIONS
    The Fund may purchase sovereign debt instruments issued or guaranteed by
    foreign governments or their agencies, including debt of countries with
    emerging markets or developing countries.  Sovereign debt may be in the
    form of conventional securities or other types of debt instruments, such as
    loans or loan participations.  Sovereign debt of emerging market or
    developing countries may involve a high degree of risk, and may be in
    default or present the risk of default.  Governmental entities responsible
    for repayment of the debt may be unable or unwilling to repay principal and
    interest when due, and may require renegotiation or rescheduling of debt
    payments.  In addition, prospects for repayment of principal and interest
    may depend on political as well as economic factors.  The Fund may also
    invest in debt obligations of supranational entities, which include




    international organizations designed or supported by governmental entities
    to promote economic reconstruction or development, and international
    banking institutions and related government agencies.  Examples of these
    include, but are not limited to, the International Bank for Reconstruction
    and Development (World Bank), European Investment Bank and Inter-American
    Development Bank.


    WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
    These transactions are made to secure what is considered to be an
    advantageous price or yield for the Fund.  No fees or other expenses, other
    than normal transaction costs, are incurred.  However, liquid assets of the
    Fund sufficient to make payment for the securities to be purchased are
    segregated on the Fund`s records at the trade date.  These assets are
    marked to market daily and are maintained until the transaction has been
    settled.  The Fund does not intend to engage in when-issued and delayed
    delivery transactions to an extent that would cause the segregation of more
    than 20% of the total value of its assets.
    LENDING OF PORTFOLIO SECURITIES
    The collateral received when the Fund lends portfolio securities must be
    valued daily and, should the market value of the loaned securities
    increase, the borrower must furnish additional collateral to the Fund.




    During the time portfolio securities are on loan, the borrower pays the
    Fund any dividends or interest paid on such securities. Loans are subject
    to termination at the option of the Fund or the borrower. The Fund may pay
    reasonable administrative and custodial fees in connection with a loan and
    may pay a negotiated portion of the interest earned on the cash or
    equivalent collateral to the borrower or placing broker. The Fund does not
    have the right to vote securities on loan, but would terminate the loan and
    regain the right to vote if that were considered important with respect to
    the investment.
    REPURCHASE AGREEMENTS
    The Fund or its custodian will take possession of the securities subject to
    repurchase agreements, and these securities will be marked to market daily.
    To the extent that the original seller does not repurchase the securities
    from the Fund, the Fund could receive less than the repurchase price on any
    sale of such securities.  In the event that such a defaulting seller filed
    for bankruptcy or became insolvent, disposition of such securities by the
    Fund might be delayed pending court action. The Fund believes that under
    the regular procedures normally in effect for custody of the Fund's
    portfolio securities subject to repurchase agreements, a court of competent
    jurisdiction would rule in favor of the Fund and allow retention or
    disposition of such securities. The Fund will only enter into repurchase
    agreements with banks and other recognized financial institutions, such as




    broker/dealers, which are found by the Fund's investment adviser to be
    creditworthy pursuant to guidelines established by the Corporation's Board
    of Directors (the "Directors").
    REVERSE REPURCHASE AGREEMENTS
    The Fund may also enter into reverse repurchase agreements. These
    transactions are similar to borrowing cash. In a reverse repurchase
    agreement, the Fund transfers possession of a portfolio instrument to
    another person, such as a financial institution, broker, or dealer, in
    return for a percentage of the instrument's market value in cash, and
    agrees that on a stipulated date in the future, the Fund will repurchase
    the portfolio instrument by remitting the original consideration plus
    interest at an agreed upon rate. The use of reverse repurchase agreements
    may enable the Fund to avoid selling portfolio instruments at a time when a
    sale may be deemed to be disadvantageous, but the ability to enter into
    reverse repurchase agreements does not ensure that the Fund will be able to
    avoid selling portfolio instruments at a disadvantageous time.
    When effecting reverse repurchase agreements, liquid assets of the Fund, in
    a dollar amount sufficient to make payment for the obligations to be
    purchased, are segregated at the trade date. These securities are marked to
    market daily and are maintained until the transaction is settled.




    RESTRICTED AND ILLIQUID SECURITIES
    The ability of the Directors to determine the liquidity of certain
    restricted securities is permitted under a Securities and Exchange
    Commission ("SEC") staff position set forth in the adopting release for
    Rule 144A under the Securities Act of 1933, as amended (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 the Rule.

    The Fund believes that the staff of the SEC has left the question of
    determining the liquidity of all restricted securities to the Directors.
    The Directors may consider the following criteria in determining the
    liquidity of certain restricted securities:
      o the frequency of trades and quotes for the security;
      o the number of dealers willing to purchase or sell the security and the
        number of other potential buyers;
      o dealer undertakings to make a market in the security; and
      o the nature of the security and the nature of the marketplace trades.




    Notwithstanding the foregoing, securities of foreign issuers which are not
    listed on a recognized domestic or foreign exchange or for which a bona
    fide market does not exist at the time of purchase or subsequent
    transaction shall be treated as illiquid securities by the Directors.
    FUTURES AND OPTIONS
    The Fund may attempt to hedge all or a portion of its portfolio or gain
    relatively rapid, liquid, and cost-effective exposure to certain markets by
    buying and selling futures contracts and options on futures contracts.
     FUTURES CONTRACTS
     The Fund may engage in 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 securities 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
     securities in the index is made.
     The purpose of the acquisition or sale of a futures contract by the Fund is
     to protect the Fund from fluctuations in the value of its securities caused
     by unanticipated changes in interest rates or market conditions without




     necessarily buying or selling the securities.  For example, in the fixed
     income securities market, price generally moves inversely to interest
     rates.  A rise in rates generally means a drop in price.  Conversely, a
     drop in rates generally means a rise in price.  In order to hedge its
     holdings of fixed income securities against a rise in market interest
     rates, the Fund could enter into contracts to deliver securities at a
     predetermined price (i.e., "go short") to protect itself against the
     possibility that the prices of its fixed income securities may decline
     during the anticipated holding period.  The Fund would "go long" (i.e.,
     agree to purchase securities in the future at a predetermined price) to
     hedge against a decline in market interest rates.  The Fund may also invest
     in securities index futures contracts when the investment adviser believes
     such investment is more efficient, liquid, or cost-effective than investing
     directly in the securities underlying the index.
     STOCK INDEX OPTIONS
     The Fund may purchase put options on stock indices listed on national
     securities exchanges or traded in the over-the-counter market. A stock
     index fluctuates with changes in the market values of the stocks included
     in the index.
     The effectiveness of purchasing stock index options will depend upon the
     extent to which price movements in the Fund's portfolio correlate with
     price movements of the stock index selected. Because the value of an index




     option depends upon movements in the level of the index rather than the
     price of a particular stock, whether the Fund will realize a gain or loss
     from the purchase of options on an index depends upon movements in the
     level of stock prices in the stock market generally or, in the case of
     certain indices, in an industry or market segment, rather than movements in
     the price of a particular stock. Accordingly, successful use by the Fund of
     options on stock indices will be subject to the ability of the investment
     adviser to predict correctly movements in the direction of the stock market
     generally or of a particular industry.
     PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS
     The Fund may purchase listed or over-the-counter put options on financial
     futures contracts. The Fund would use these options only to protect
     portfolio securities against decreases in value resulting from market
     factors such as anticipated increase in interest rates, or when the
     investment adviser believes such investment is more efficient, liquid or
     cost-effective than investing directly in the futures contract or the
     underlying securities or when such futures contracts or securities are
     unavailable for investment upon favorable terms.
     Unlike entering directly into a futures contract, which requires the
     purchaser to buy a financial instrument on a set date at a specified price,
     the purchase of a put option on a futures contract entitles (but does not
     obligate) its purchaser to decide on or before a future date whether to




     assume a short position at the specified price. Generally, if the hedged
     portfolio securities decrease in value during the term of an option, the
     related futures contracts will also decrease in value and the option will
     increase in value. In such an event, the Fund will normally close out its
     option by selling an identical option. If the hedge is successful, the
     proceeds received by the Fund upon the sale of the second option will be
     large enough to offset both the premium paid by the Fund for the original
     option plus the realized decrease in value of the hedged securities.
     Alternatively, the Fund may exercise its put option to close out the
     position. To do so, it would simultaneously enter into a futures contract
     of the type underlying the option (for a price less than the strike price
     of the option) and exercise the option. The Fund would then deliver the
     futures contract in return for payment of the strike price. If the Fund
     neither closes out nor exercises an option, the option will expire on the
     date provided in the option contract, and only the premium paid for the
     contract will be lost.
     The Fund may write listed or over-the counter put options on financial
     futures contracts to hedge its portfolio or when the investment adviser
     believes such investment is more efficient, liquid or cost-effective than
     investing directly in the futures contract or the underlying securities or
     when such futures contracts or securities are unavailable for investment
     upon favorable terms. When the Fund writes a put option on a futures




     contract, it receives a cash premium which can be used in whatever way is
     deemed most advantageous to the Fund.  In exchange for such premium, the
     Fund grants to the purchaser of the put the right to receive from the Fund,
     at the strike price, a short position in such futures contract, even though
     the strike price upon exercise of the option is greater than the value of
     the futures position received by such holder.  If the value of the
     underlying futures position is not such that exercise of the option would
     be profitable to the option holder, the option will generally expire
     without being exercised.  The Fund has no obligation to return premiums
     paid to it whether or not the option is exercised.  It will generally be
     the policy of the Fund, in order to avoid the exercise of an option sold by
     it, to cancel its obligation under the option by entering into a closing
     purchase transaction, if available, unless it is determined to be in the
     Fund's interest to deliver the underlying futures position.  A closing
     purchase transaction consists of the purchase by the Fund of an option
     having the same term as the option sold by the Fund, and has the effect of
     canceling the Fund's position as a seller.  The premium which the Fund will
     pay in executing a closing purchase transaction may be higher than the
     premium received when the option was sold, depending in large part upon the
     relative price of the underlying futures position at the time of each
     transaction.
     CALL OPTIONS ON FINANCIAL AND STOCK INDEX FUTURES CONTRACTS




     In addition to purchasing put options on futures, the Fund may write listed
     call options or over-the-counter call options on financial and stock index
     futures contracts (including cash-settled stock index options), to hedge
     its portfolio against an increase in market interest rates, a decrease in
     stock prices, or when the investment adviser believes such investment is
     more efficient, liquid or cost-effective than investing directly in the
     futures contract or the underlying securities or when such futures
     contracts or securities are unavailable for investment upon favorable
     terms. When the Fund writes a call option on a futures contract, it is
     undertaking the obligation of assuming a short futures position (selling a
     futures contract) at the fixed strike price at any time during the life of
     the option if the option is exercised. As stock prices fall or market
     interest rates rise and cause the price of futures to decrease, the Fund's
     obligation under a call option on a future (to sell a futures contract)
     costs less to fulfill, causing the value of the Fund's call option position
     to increase.
     In other words, as the underlying futures price goes down below the strike
     price, the buyer of the option has no reason to exercise the call, so that
     the Fund keeps the premium received for the option. This premium can
     substantially offset the drop in value of the Fund's portfolio securities.
     Prior to the expiration of a call written by the Fund, or exercise of it by
     the buyer, the Fund may close out the option by buying an identical option.




     If the hedge is successful, the cost of the second option will be less than
     the premium received by the Fund for the initial option. The net premium
     income of the Fund may then substantially offset the realized decrease in
     value of the hedged securities.
     When the Fund purchases a call on a financial futures contract, it receives
     in exchange for the payment of a cash premium the right, but not the
     obligation, to enter into the underlying futures contract at a strike price
     determined at the time the call was purchased, regardless of the
     comparative market of such futures position at the time the option is
     exercised.  The holder of a call option has the right to receive a long (or
     buyer's) position in the underlying futures contract.
     The Fund generally will not maintain open positions in futures contracts it
     has sold or call options it has written on futures contracts if, in the
     aggregate, the value of the open positions (marked to market) exceeds the
     current market value of its securities portfolio plus the unrealized loss
     or minus the unrealized gain on those open positions, adjusted for the
     correlation between the hedged securities and the futures contracts. If
     this limitation is exceeded at any time, the Fund will take prompt action
     to close out a sufficient number of open contracts to bring its open
     futures and options positions within this limitation.
      "MARGIN" IN FUTURES TRANSACTIONS




     Unlike the purchase or sale of a security, the Fund does not pay or receive
     money upon the purchase or sale of a futures contract. Rather, the Fund is
     required to deposit an amount of "initial margin" in cash or U.S. Treasury
     bills with its custodian (or the broker, if legally permitted). The nature
     of initial margin in futures transactions is different from that of margin
     in securities transactions in that initial margin in futures transactions
     does not involve the borrowing of funds by the Fund to finance the
     transactions. Initial margin is in the nature of a performance bond or good
     faith deposit on the contract which is returned to the Fund upon
     termination of the futures contract, assuming all contractual obligations
     have been satisfied.
     A futures contract held by the Fund is valued daily at the official
     settlement price of the exchange on which it is traded. Each day the Fund
     pays or receives cash, called "variation margin," equal to the daily change
     in value of the futures contract. This process is known as "marking to
     market." Variation margin does not represent a borrowing or loan by the
     Fund but is instead settlement between the Fund and the broker of the
     amount one would owe the other if the futures contract expired. In
     computing its daily net asset value, the Fund will mark to market its open
     futures positions.
     The Fund is also required to deposit and maintain margin when it writes
     call options on futures contracts.




     PURCHASING PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may purchase put and call options on portfolio securities to
     protect against price movements in particular securities in its portfolio.
     A put option gives the Fund, in return for a premium, the right to sell the
     underlying security to the writer (seller) at a specified price during the
     term of the option. A call option gives the Fund, in return for a premium,
     the right to buy the underlying securities from the seller.
     WRITING COVERED PUT AND CALL OPTIONS ON PORTFOLIO SECURITIES
     The Fund may write covered put and call options to generate income and
     thereby protect against price movements in particular securities in the
     Fund's portfolio. As the writer of a call option, the Fund has the
     obligation upon exercise of the option during the option period to deliver
     the underlying security upon payment of the exercise price. As the writer
     of a put option, the Fund has the obligation to purchase a security from
     the purchaser of the option upon the exercise of the option.
     The Fund may only write call options either on securities held in its
     portfolio or on securities which it has the right to obtain without payment
     of further consideration (or has segregated cash in the amount of any
     additional consideration). In the case of put options, the Fund will
     segregate cash or U.S. Treasury obligations with a value equal to or
     greater than the exercise price of the underlying securities.
     OVER-THE-COUNTER OPTIONS




     The Fund may purchase and write over-the-counter options ("OTC options") on
     portfolio securities or in securities indexes in negotiated transactions
     with the buyers or writers of the options when options on the portfolio
     securities held by the Fund or when the securities indexes are not traded
     on an exchange.
     OTC 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 OTC options may not.


    RISKS
     OPTIONS
      Certain hedging vehicles have risks associated with them including
     possible default by the other party to the transaction, illiquidity and, to
     the extent the adviser's view as to certain market movements is incorrect,
     the risk that the use of such hedging strategies could result in losses
     greater than if they had not been used.  Use of put and call options may
     result in losses to the Fund, force the sale or purchase of portfolio
     securities at inopportune times or for prices higher than (in the case of
     put options) or lower than (in the case of call options) current market




     values, limit the amount of appreciation the Fund can realize on its
     investments or cause the Fund to hold a security it might otherwise sell.
     The use of currency transactions can result in the Fund incurring losses as
     a result of a number of factors including the imposition of exchange
     controls, suspension of settlements, or the inability to deliver or receive
     a specified currency.  The use of options and futures transactions entails
     certain other risks. In particular, the variable degree of correlation
     between price movements of futures contracts and price movements in the
     related portfolio position of the Fund creates the possibility that losses
     on the hedging instrument may be greater than gains in the value of the
     Fund's position.  In addition, futures and options markets may both be
     liquid in all circumstances and certain over-the-counter options may have
     not markets.  As a result, in certain markets, the Fund might not be able
     to close out a transaction without incurring substantial losses, if at all.
     Although the use of futures and options transactions for hedging should
     tend to minimize the risk of loss due to a decline in the value of the
     hedged position, at the same time they tend to limit any potential gain
     which might result from an increase in value of such position.  Finally,
     the daily variation margin requirements for futures contracts would create
     a greater ongoing potential financial risk than would purchase of options,
     where the exposure is limited to the cost of the initial premium.  Losses
     resulting from the use of hedging strategies would reduce net asset value,




     and possibly income, and such losses can be greater than if the hedging
     strategies had not been utilized.
     COMBINED TRANSACTIONS
     The Fund may enter into multiple transactions, including multiple options
     transactions, multiple futures transactions, multiple currency transaction
     (including forward currency contracts) and multiple interest rate
     transactions and any combination of futures, options, currency and interest
     rate transactions ("component" transactions), instead of a single hedging
     strategy, as part of a single or combined strategy when, in the opinion of
     the investment adviser, it is in the best interests of the Fund to do so. A
     combined transaction will usually contain elements of risk that are present
     in each of its component transactions. Although combined transactions are
     normally entered into based on the investment adviser's judgment that the
     combined strategies will reduce risk or otherwise more effectively achieve
     the desired portfolio management goal, it is possible that the combination
     will instead increase such risks or hinder achievement of the portfolio
     management objective.
     SWAPS, CAPS, FLOORS AND COLLARS
     Among the hedging strategies into which the Fund may enter are interest
     rate, currency and index swaps and the purchase or sale of related caps,
     floors, and collars.  The Fund expects to enter into these transactions
     primarily to preserve a return or spread on a particular investment or




     portion of its portfolio, to protect against currency fluctuations, as a
     duration management technique or to protect against any increase in the
     price of securities the Fund anticipates purchasing at a later date. The
     Fund intends to use these transactions as hedges and not as speculative
     investments and will not sell interest rate caps or floors where it does
     not own securities or other instruments providing the income stream the
     Fund may be obligated to pay.  Interest rate swaps involve the  exchange by
     the Fund with another party of their respective commitments to pay or
     receive interest, e.g., an exchange of floating rating payments of fixed
     rate payments with respect to a notional amount of principal.  A currency
     swap is an agreement to exchange cash flows on a notional amount of two or
     more currencies based on the relative value differential among them and an
     index swap is an agreement to swap cash flows on a notional amount based on
     changes in the values of the reference indices. The purchase of a cap
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such cap to the extent that a specified index
     exceeds a predetermined interest rate or amount.  The purchase of a floor
     entitles the purchaser to receive payments on a notional principal amount
     from the party selling such floor to the extent that  specified index falls
     below a predetermined interest rate or amount.  A collar is a combination
     of a cap and a floor that preserves a certain return within a predetermined
     range of interest rates or values.




     The Fund will usually enter into swaps on a net basis, i.e., the two
     payment streams are netted out in a cash settlement on the payment date or
     dates specified in the instrument, with the Fund receiving or paying, as
     the case may be, only the net amount of the two payments.  Inasmuch as
     these swaps, caps, floors, and collars are entered into for good faith
     hedging purposes, the investment adviser and the Fund believe such
     obligations do not constitute senior securities under the Investment
     Company Act of 1940, as amended, and, accordingly, will not treat them as
     being subject to its borrowing restrictions.  There is no minimal
     acceptable rating for a swap, cap, floor, or collar to be purchased or held
     in the Fund's portfolio.  If there is a default by the counterparty, the
     Fund may have contractual remedies pursuant to the agreements related to
     the transaction.  The swap market has grown substantially in recent years
     with a large number of banks and investment banking firms acting both as
     principals and agents utilizing standardized swap documentation.  As a
     result, the swap market has become relatively liquid.  Caps, floors and
     collars are more recent innovations for which standardized documentation
     has not yet been fully developed and, accordingly, they are less liquid
     than swaps.
     RISKS OF HEDGING STRATEGIES OUTSIDE THE U.S.
     When conducted outside the U.S., hedging strategies may not be regulated as
     rigorously  as in the U.S., may not involve a clearing mechanism and




     related guarantees, and are subject to the risk of governmental actions
     affecting trading in, or the prices of, foreign securities, currencies and
     other instruments.  The value of such positions also could be adversely
     affected by:  (i) other complex foreign political, legal and economic
     factors, (ii) lesser availability than in the U.S. of data on which to make
     trading decisions, (iii) delays in the Fund's ability to act upon economic
     events occurring in foreign markets during non-business hours in the U.S.,
     (iv) the imposition of different exercise and settlement terms and
     procedures and the margin requirements than in the U.S., and (v) lower
     trading volume and liquidity.
     USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
     Many hedging strategies, in addition to other requirements, require that
     the Fund segregate liquid high grade assets with its custodian to the
     extent Fund obligations are not otherwise "covered" through ownership of
     the underlying security, financial instrument or currency.  In general,
     either the full amount of any obligation by the Fund to pay or deliver
     securities or assets must be covered at all times by the securities,
     instruments or currency required to be delivered, or, subject to any
     regulatory restrictions, an amount of cash or liquid high grade securities
     at least equal to the current amount of the obligation must be segregated
     with the custodian.  The segregated assets cannot be sold or transferred
     unless equivalent assets are substituted in their place or it is no longer




     necessary to segregate them.  For example, a call option written by the
     Fund will require the Fund to hold the securities subject to the call (or
     securities convertible into the needed securities without additional
     consideration) or to segregate liquid high grade securities sufficient to
     purchase and deliver the securities if the call is exercised.  A call
     option sold by the Fund on an index will require the Fund to own portfolio
     securities which correlate with the index or to segregate liquid high grade
     assets equal to the excess of the index value over the exercise price on a
     current basis.  A put option written by the Fund requires the Fund to
     segregate liquid high grade assets equal to the exercise price.
     Except when the Fund enters into a forward contract for the purchase or
     sale of a security denominated in a particular currency, a currency
     contract which obligates the Fund to buy or sell currency will generally
     require the Fund to hold an amount of that currency or liquid securities
     denominated in that currency equal to the Fund's obligations or to
     segregate liquid high grade assets equal to the amount of the Fund's
     obligations.
     OTC options entered into by the Fund, including those on securities,
     currency, financial instruments or indices and OTC issued and exchange
     listed index options, will generally provide for cash settlement.  As a
     result, when the Fund sells these instruments it will only segregate an
     amount of assets equal to its accrued net obligations, as there is no




     requirement for payment or delivery of amounts in excess of the net amount.
     These amounts will equal 100% of the exercise price in the case of a non
     cash-settled put, the same as an OCC guaranteed listed option sold by the
     Fund, or the in-the-money amount plus any sell-back formula amount in the
     case of a cash-settled put or call.  In addition, when the Fund sells a
     call option on an index at a time when the in-the-money amount exceeds the
     exercise price, the Fund will segregate, until the option expires or is
     closed out, cash or cash equivalents equal in value to such excess.  OTC
     issued and exchange listed options sold by the Fund other than those above
     generally settle with physical delivery, and the Fund will segregate an
     equal amount of assets equal to the full value of the option. OTC options
     settling with physical delivery, or with an election of either physical
     delivery or cash settlement will be treated the same as other options
     settling with physical delivery.
     In the case of a futures contract or an option thereon, the Fund must
     deposit initial margin and possibly daily variation margin in addition to
     segregating assets sufficient to meet its obligation to purchase or provide
     securities or currencies, or to pay the amount owed at the expiration of an
     index-based futures contract.  Such assets may consist of cash, cash
     equivalents, liquid debt or equity securities or other acceptable assets.
     With respect to swaps, the Fund will accrue the net amount of the excess,
     if any, of its obligations over its entitlements with respect to each swap




     on a daily basis and will segregate an amount of cash or liquid high grade
     securities having a value equal to the accrued excess.  Caps, floors and
     collars require segregation of assets with a value equal to the Fund's net
     obligation, if any.
     Strategic transactions may be covered by other means when consistent with
     applicable regulatory policies.  The Fund may also enter into offsetting
     transactions so that its combined position, coupled with any segregated
     assets, equals its net outstanding obligation in related options and
     hedging strategies.  For example, the Fund could purchase a put option if
     the strike price of that option is the same or higher than the strike price
     of a put option sold by the Fund.  Moreover, instead of segregating assets
     if the Fund held a futures or forward contract, it could purchase a put
     option on the same futures or forward contract with a strike price as high
     or higher than the price of the contract held.  Other hedging strategies
     may also be offset in combinations.  If the offsetting transaction
     terminates at the time of or after the primary transaction no segregation
     is required, but if it terminates prior to such time, assets equal to any
     remaining obligation would need to be segregated.
     The Fund's activities involving hedging strategies may be limited by the
     requirements of Subchapter M of the Internal Revenue Code of 1986, as
     amended (the "Code") for qualification as a regulated investment company.
     (See "Tax Status")




    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 Fund
     values its assets daily in U.S. dollars, the Fund may not convert its
     holdings of foreign currencies to U.S. dollars daily. The Fund may incur
     conversion costs when it converts its holdings to another currency. Foreign
     exchange dealers may realize a profit on the difference between the price
     at which the Fund buys and sells currencies.
     The Fund will engage in foreign currency exchange transactions in
     connection with its portfolio investments. The Fund will conduct its
     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 Fund may enter into forward foreign currency exchange contracts in
     order to protect 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 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 Fund's
     best interest to do so. The Fund will not speculate in foreign currency
     exchange.
     The Fund will not enter into forward foreign currency exchange contracts or
     maintain a net exposure in such contracts when it would be obligated to
     deliver an amount of foreign currency in excess of the value of its
     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 investment adviser believes will tend to be closely correlated with
     that currency with regard to price movements. Generally, the Fund 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 rises in value if the underlying currency depreciates in
     value. Although purchasing a foreign currency option can protect the Fund
     against an adverse movement in the value of a foreign currency, the option
     will not limit the movement in the value of such currency. For example, if
     the Fund was holding securities denominated in a foreign currency that was
     appreciating and had purchased a foreign currency put to hedge against a
     decline in the value of the currency, the Fund would not have to exercise
     its put option. Likewise, if the Fund were to enter into a contract to
     purchase a security denominated in foreign currency and, in conjunction
     with that purchase, were to purchase a foreign currency call option to
     hedge against a rise in value of the currency, and if the value of the
     currency instead depreciated between the date of purchase and the
     settlement date, the Fund would not have to exercise its call. Instead, the
     Fund could acquire in the spot market the amount of foreign currency needed
     for settlement.
     SPECIAL RISKS ASSOCIATED WITH FOREIGN CURRENCY OPTIONS




     Buyers and sellers of foreign currency options are subject to the same
     risks that apply to options generally. In addition, there are certain risks
     associated with foreign currency options. The markets in foreign currency
     options are relatively new, and the Fund's ability to establish and close
     out positions on such options is subject to the maintenance of a liquid
     secondary market. Although the Fund will not purchase or write such options
     unless and until, in the opinion of the 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 Fund may be able to achieve many of the same objectives as it would
     through the use of forward foreign currency exchange contracts. The Fund
     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 associated with foreign currency futures contracts and their use
     as a hedging device similar to those associated with options on currencies,
     as described above.
     Options on foreign currency futures contracts may involve certain
     additional risks. Trading options on 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 Fund will not purchase or write options on foreign
     currency futures contracts unless and until, in the opinion of the
     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.




    SPECIAL CONSIDERATIONS AFFECTING LATIN AMERICA
    Investing in securities of Latin American issuers may entail risks relating
    to the potential political and economic instability of certain Latin
    American countries and the risks of expropriation, nationalization,
    confiscation or the imposition of restrictions on foreign investment and on
    repatriation of capital invested.  In the event of expropriation,
    nationalization or other confiscation by any country, the Fund could lose
    its entire investment in any such country.
    The securities markets of Latin American countries are substantially
    smaller, less developed, less liquid and more volatile than the major
    securities markets in the U.S.  Disclosure and regulatory standards are in
    many respects less stringent than U.S. standards.  Furthermore, there is a
    lower level of monitoring and regulation of the markets and the activities
    of investors in such markets.
    The limited size of many Latin American securities markets and limited
    trading volume in the securities of Latin American issuers compared to
    volume of trading in the securities of U.S. issuers could cause prices to
    be erratic for reasons apart from factors that affect the soundness and
    competitiveness of the securities issuers.  For example, limited market
    size may cause prices to be unduly influenced by traders who control large
    positions.  Adverse publicity and investors' perceptions, whether or not




    based on in-depth fundamental analysis, may decrease the value and
    liquidity of portfolio securities.
    The Fund invests in securities denominated in currencies of Latin American
    countries.  Accordingly, changes in the value of these currencies against
    the U.S. dollar will result in corresponding changes in the U.S. dollar
    value of the Fund's assets denominated in those currencies.
    Some Latin American countries also may have managed currencies, which are
    not free floating against the U.S. dollar.  In addition, there is risk that
    certain Latin American countries may restrict the free conversion of their
    currencies into other currencies.  Further, certain Latin American
    currencies may not be internationally traded.  Certain of these currencies
    have experienced a steep devaluation relative to the U.S. dollar.  Any
    devaluations in the currencies in which the Fund's portfolio securities are
    denominated may have a detrimental impact on the Fund's net asset value.
    The economies of individual Latin American countries may differ favorably
    or unfavorably from the U.S. economy in such respects as the rate of growth
    of gross domestic product, the rate of inflation, capital reinvestment,
    resource self-sufficiency and balance of payments position.  Certain Latin
    American countries have experienced high levels of inflation which can have
    a debilitating effect on an economy.  Furthermore, certain Latin American
    countries may impose withholding taxes on dividends payable to the Fund at
    a higher rate than those imposed by other foreign countries.  This may




    reduce the Fund's investment income available for distribution to
    shareholders.
    Certain Latin American countries such as Argentina, Brazil and Mexico are
    among the world's largest debtors to commercial banks and foreign
    governments.  At times, certain Latin American countries have declared
    moratoria on the payment of principal and/or interest on outstanding debt.
    Investment in sovereign debt can involve a high degree of risk.  The
    governmental entity that controls the repayment of sovereign debt may not
    be able or willing to repay the principal and/or interest when due in
    accordance with the terms of such debt.  A governmental entity's
    willingness or ability to repay principal and interest due in a timely
    manner may be affected by, among other factors, its cash flow situation,
    the extent of its foreign reserves, the availability of sufficient foreign
    exchange on the date a payment is due, the relative size of the debt
    service burden to the economy as a whole, the governmental entity's policy
    towards the International Monetary Fund, and the political constraints to
    which a governmental entity may be subject.  Governmental entities may also
    be dependent on expected disbursements from foreign governments,
    multilateral agencies and others abroad to reduce principal and interest
    arrearages on their debt.  The commitment on the part of these governments,
    agencies and others to make such disbursements may be conditioned on a
    governmental entity's implementation of economic reforms and/or economic




    performance and the timely service of such debtor's obligations.  Failure
    to implement such reforms, achieve such levels of economic performance or
    repay principal or interest when due may result in the cancellation of such
    third parties' commitments to lend funds to the governmental entity, which
    may further impair such debtor's ability or willingness to service its
    debts in a timely manner.  Consequently, governmental entities may default
    on their sovereign debt.
    Holders of sovereign debt, including the Fund, may be requested to
    participate in the rescheduling of such debt and to extend further loans to
    governmental entities.  There is no bankruptcy proceeding by which
    defaulted sovereign debt may be collected in whole or in part.
    Economic growth was strong in the 1960's and 1970's, but slowed
    dramatically (and in some instances was negative) in the 1980's as a result
    of poor economic policies, higher international interest rates, and the
    denial of access to new foreign capital.  Although a number of Latin
    American countries are currently experiencing lower rates of inflation and
    higher rates of real growth in gross domestic product than they have in the
    past, other Latin American countries continue to experience significant
    problems, including high inflation rates and high interest rates.  Capital
    flight has proven a persistent problem and external debt has been forcibly
    rescheduled.  Political turmoil, high inflation, capital repatriation
    restrictions, and nationalization have further exacerbated conditions.




    Governments of many Latin American countries have exercised and continue to
    exercise substantial influence over many aspects of the private sector
    through the ownership or control of many companies, including some of the
    largest in those countries.  As a result, government actions in the future
    could have a significant effect on economic conditions which may adversely
    affect prices of certain portfolio securities.  Expropriation, confiscatory
    taxation, nationalization, political, economic or social instability or
    other similar developments, such as military coups, have occurred in the
    past and could also adversely affect the Fund's investments in this region.
    Changes in political leadership, the implementation of market oriented
    economic policies, such as the North American Free Trade Agreement
    ("NAFTA"), privatization, trade reform and fiscal and monetary reform are
    among the recent steps taken to renew economic growth.  External debt is
    being restructured and flight capital (domestic capital that has left home
    country) has begun to return.  Inflation control efforts have also been
    implemented.  Latin American equity markets can be extremely volatile and
    in the past have shown little correlation with the U.S. market.  Currencies
    are typically weak, but most are now relatively free floating, and it is
    not unusual for the currencies to undergo wide fluctuations in value over
    short periods of time due to changes in the market.




    ADDITIONAL RISK CONSIDERATIONS
    The Directors consider at least annually the likelihood of the imposition
    by any foreign government of exchange control restrictions which would
    affect the liquidity of the Fund's assets maintained with custodians in
    foreign countries, as well as the degree of risk from political acts of
    foreign governments to which such assets may be exposed.  The Directors
    also consider the degree of risk involved through the holding of portfolio
    securities in domestic and foreign securities depositories.  However, in
    the absence of willful misfeasance, bad faith or gross negligence on the
    part of the investment adviser, any losses resulting from the holding of
    the Fund's portfolio securities in foreign countries and/or with securities
    depositories will be at the risk of shareholders.  No assurance can be
    given that the Directors' appraisal of the risks will always be correct or
    that such exchange control restrictions or political acts of foreign
    governments might not occur.
    PORTFOLIO TURNOVER
    Although the Fund does not intend to invest for the purpose of seeking
    short-term profits, securities in its portfolio will be sold whenever the
    investment adviser believes it is appropriate to do so in light of the
    Fund's investment objective, without regard to the length of time a
    particular security may have been held.  The investment adviser does not
    anticipate that portfolio turnover will result in adverse tax consequences.




    It is not anticipated that the portfolio trading engaged in by the Fund
    will result in its annual rate of portfolio turnover exceeding 100%;
    however, the relative performance of the Fund's investments may make a
    realignment of the Fund's portfolio desirable from time to time.  The
    frequency of such portfolio realignments will be determined by market
    conditions.  Higher portfolio turnover involves correspondingly greater
    brokerage commissions and other transaction costs that the Fund will bear
    directly.
    INVESTMENT LIMITATIONS
    The following investment limitations are fundamental (except that no
    investment limitation of the Fund shall prevent the Fund from investing
    substantially all of its assets (except for assets which are not considered
    "investment securities" under the Investment Company Act of 1940, as
    amended, or assets exempted by the SEC) in an open-end investment company
    with substantially the same investment objectives):
     SELLING SHORT AND BUYING ON MARGIN
     The Fund will not sell any securities short or purchase any securities on
     margin, but may obtain such short-term credits as are necessary for the
     clearance of purchases and sales of portfolio securities. The deposit or
     payment by the Fund of initial or variation margin in connection with
     financial futures contracts or related options transactions is not
     considered the purchase of a security on margin.




     ISSUING SENIOR SECURITIES AND BORROWING MONEY
     The Fund will not issue senior securities, except that the Fund may borrow
     money directly or through reverse repurchase agreements in amounts up to
     one-third of the value of its total assets, including the amount borrowed,
     and except to the extent that the Fund may enter into futures contracts.
     The Fund will not borrow money or engage in reverse repurchase agreements
     for investment leverage, but rather as a temporary, extraordinary, or
     emergency measure or to facilitate management of the portfolio by enabling
     the Fund to meet redemption requests when the liquidation of portfolio
     securities is deemed to be inconvenient or disadvantageous.  The Fund will
     not purchase any securities while any borrowings in excess of 5% of its
     total assets are outstanding.
     PLEDGING ASSETS
     The Fund will not mortgage, pledge, or hypothecate any assets except to
     secure permitted borrowings.  In these cases, the Fund may pledge assets as
     necessary to secure such borrowings.  For purposes of this limitation, the
     following will not be deemed to be pledges of the Fund's assets:  (a) the
     deposit of assets in escrow in connection with the writing of covered put
     or call options and the purchase of securities on a when-issued basis; and
     (b) collateral arrangements with respect to:  (i) the purchase and sale of
     securities options (and options on securities indexes) and (ii) initial or
     variation margin for futures contracts.




     CONCENTRATION OF INVESTMENTS
     The Fund will not invest 25% or more of the value of its total assets in
     any one industry, except that the Fund may invest 25% or more of the value
     of its total assets in securities issued or guaranteed by the U.S.
     government, its agencies or instrumentalities, and repurchase agreements
     collateralized by such securities.
     INVESTING IN COMMODITIES
     The Fund will not invest in commodities, except that the Fund reserves the
     right to engage in transactions involving futures contracts, options, and
     forward contracts with respect to securities, securities indexes or
     currencies.
     INVESTING IN REAL ESTATE
     The Fund will not purchase or sell real estate, including limited
     partnership interests, although it may invest in the securities of
     companies whose business involves the purchase or sale of real estate or in
     securities which are secured by real estate or interests in real estate.
     LENDING CASH OR SECURITIES
     The Fund will not lend any of its assets, except portfolio securities.
     This shall not prevent the Fund from purchasing or holding U.S. government
     obligations, corporate bonds, money market instruments, debentures, notes,
     certificates of indebtedness, or other debt securities, entering into
     repurchase agreements, or engaging in other transactions where permitted by




     the Fund's investment objective, policies, and limitations or the
     Corporation's Articles of Incorporation.
     UNDERWRITING
     The Fund will not underwrite any issue of securities, except as it may be
     deemed to be an underwriter under the Securities Act of 1933 in connection
     with the sale of securities in accordance with its investment objective,
     policies, and limitations.
     DIVERSIFICATION OF INVESTMENTS
     With respect to securities comprising 75% of the value of its total assets,
     the Fund will not purchase securities issued by any one issuer (other than
     cash, cash items, or securities issued or guaranteed by the U.S.
     government, 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, and will not acquire more than 10% of the outstanding voting
     securities of any one issuer.
    The above investment limitations cannot be changed without shareholder
    approval. The following limitations, however, may be changed by the
    Directors without shareholder approval (except that no investment
    limitation of the Fund shall prevent the Fund from investing substantially
    all of its assets (except for assets which are not considered "investment
    securities" under the Investment Company Act of 1940, as amended, or assets




    exempted by the SEC) in an open-end investment company with substantially
    the same investment objectives). Shareholders will be notified before any
    material changes in these limitations become effective.
     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES
     The Fund will limit its investment in other investment companies to no more
     than 3% of the total outstanding voting stock of any investment company,
     will invest no more than 5% of its total assets in any one investment
     company, and will invest no more than 10% of its total assets in investment
     companies in general.  The Fund will purchase securities of investment
     companies only in open-market transactions involving only customary
     broker's commissions.  However, these limitations are not applicable if the
     securities are acquired in a merger, consolidation, or acquisition of
     assets.  It should be noted that investment companies incur certain
     expenses such as management fees, and, therefore, any investment by the
     Fund in shares of another investment company would be subject to such
     duplicate expenses.
     INVESTING IN ILLIQUID SECURITIES
    The Fund will not invest more than 15% of the value of its net assets in
    illiquid securities, including repurchase agreements providing for
    settlement in more than seven days after notice, non-negotiable time
    deposits with maturities over seven days, over-the-counter options, swap




    agreements not determined to be liquid, and certain restricted securities
    not determined by the Directors to be liquid.
     INVESTING IN NEW ISSUERS
     The Fund will not invest more than 5% of the value of its total assets in
     securities of issuers with 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 DIRECTORS
     OF THE CORPORATION
     The Fund will not purchase or retain the securities of any issuer if the
     officers and Directors of the Corporation or the Fund's investment adviser,
     owning individually more than 1/2 of 1% of the issuer's securities,
     together own more than 5% of the issuer's securities.
     INVESTING IN MINERALS
     The Fund will not purchase interests in oil, gas, or other mineral
     exploration or development programs or leases, although it may invest in
     the securities of issuers which invest in or sponsor such programs.
     PURCHASING SECURITIES TO EXERCISE CONTROL
     The Fund will not purchase securities of a company for the purpose of
     exercising control or management.
     INVESTING IN PUT OPTIONS
     The Fund will not purchase put options on securities or futures contracts,
     unless the securities or futures contracts are held in the Fund's portfolio




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


     INVESTING IN WARRANTS
     The Fund will not invest more than 5% of the value of its net assets in
     warrants, including those acquired in units or attached to other
     securities. No more than 2% of the Fund's net assets, to be included within
     the overall 5% limit on investments in warrants, may be warrants which are
     not listed on the New York or American Stock Exchanges. For purposes of
     this investment restriction, warrants will be valued at the lower of cost
     or market, except that warrants acquired by the Fund in units with or
     attached to securities may be deemed to be without value.
    Except with respect to borrowing money, if a percentage limitation is
    adhered to at the time of investment, a later increase or decrease in
    percentage resulting from any change in value or net assets will not result
    in a violation of such restriction.




    The Fund has no present intent to borrow money, pledge securities, or
    invest in reverse repurchase agreements in excess of 5% of the value of its
    total assets in the coming fiscal year.  In addition, the Fund expects to
    lend not more than 5% of its total assets in the coming fiscal year.
    To comply with registration requirements in certain states, the Fund
    (1) will limit the aggregate value of the assets underlying covered call
    options or put options written by the Fund to not more than 25% of its net
    assets, (2) will limit the premiums paid for options purchased by the Fund
    to 5% of its net assets, and (3) will limit the margin deposits on futures
    contracts entered into by the Fund to 5% of its net assets.  (If state
    requirements change, these restrictions may be revised without shareholder
    notification.)
    For purposes of its policies and limitations, the Fund considers
    certificates of deposit and demand and time deposits issued by a U.S.
    branch of a domestic bank or savings and loan having capital, surplus, and
    undivided profits in excess of $100,000,000 at the time of investment to be
    "cash items."
    WORLD INVESTMENT SERIES, INC. MANAGEMENT

    Officers and Directors are listed with their addresses, birthdates, present
    positions with World Investment Series, Inc., and principal occupations.




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


    Thomas G. Bigley
    28th Floor, One Oxford Centre
    Pittsburgh, PA
    Birthdate:  February 3, 1934
    Director
    Director, Oberg Manufacturing Co.; Chairman of the Board, Children's
    Hospital of Pittsburgh; Director, Trustee, or Managing General Partner of
    the Funds; formerly, Senior Partner, Ernst & Young LLP.






    John T. Conroy, Jr.
    Wood/IPC Commercial Department
    John R. Wood and Associates, Inc., Realtors
    3255 Tamiami Trail North
    Naples, FL
    Birthdate:  June 23, 1937
    Director
    President, Investment Properties Corporation; Senior Vice-President, John
    R. Wood and Associates, Inc., Realtors; President, Northgate Village
    Development Corporation; Partner or Trustee in private real estate ventures
    in Southwest Florida; Director, Trustee, or Managing General Partner of the
    Funds; formerly, President, Naples Property Management, Inc.


    William J. Copeland
    One PNC Plaza - 23rd Floor
    Pittsburgh, PA
    Birthdate:  July 4, 1918
    Director
    Director and Member of the Executive Committee, Michael Baker, Inc.;
    Director, Trustee, or Managing General Partner of the Funds; formerly, Vice




    Chairman and Director, PNC Bank, N.A., and PNC Bank Corp. and Director,
    Ryan Homes, Inc.


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


    Lawrence D. Ellis, M.D.*
    3471 Fifth Avenue, Suite 1111
    Pittsburgh, PA
    Birthdate:  October 11, 1932
    Director
    Professor of Medicine and Member, Board of Trustees, University of
    Pittsburgh; Medical Director, University of Pittsburgh Medical Center -
    Downtown; Member, Board of Directors, University of Pittsburgh Medical
    Center; formerly, Hematologist, Oncologist, and Internist, Presbyterian and




    Montefiore Hospitals; Director, Trustee, or Managing General Partner of the
    Funds.


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


    Edward L. Flaherty, Jr.@
    Henny, Kochuba, Meyer and Flaherty
    Two Gateway Center - Suite 674
    Pittsburgh, PA
    Birthdate:  June 18, 1924
    Director
    Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Director,
    Eat'N Park Restaurants, Inc., and Statewide Settlement Agency, Inc.;




    Director, Trustee, or Managing General Partner of the Funds; formerly,
    Counsel, Horizon Financial, F.A., Western Region.


    Peter E. Madden
    Seacliff
    562 Bellevue Avenue
    Newport, RI
    Birthdate:  March 16, 1942
    Director
    Consultant; State Representative, Commonwealth of Massachusetts; Director,
    Trustee, or Managing General Partner of the Funds; formerly, President,
    State Street Bank and Trust Company and State Street Boston Corporation.


    Gregor F. Meyer
    Henny, Kochuba, Meyer and Flaherty
    Two Gateway Center - Suite 674
    Pittsburgh, PA
    Birthdate:  October 6, 1926
    Director




    Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and Flaherty; Chairman,
    Meritcare, Inc.; Director, Eat'N Park Restaurants, Inc.; Director, Trustee,
    or Managing General Partner of the Funds.


    John E. Murray, Jr., J.D., S.J.D.
    President, Duquesne University
    Pittsburgh, PA
    Birthdate:  December 20, 1932
    Director
    President, Law Professor, Duquesne University; Consulting Partner, Mollica,
    Murray and Hogue; Director, Trustee or Managing General Partner of the
    Funds.


    Wesley W. Posvar
    1202 Cathedral of Learning
    University of Pittsburgh
    Pittsburgh, PA
    Birthdate:  September 14, 1925
    Director
    Professor, International Politics and Management Consultant; Trustee,
    Carnegie Endowment for International Peace, RAND Corporation, Online




    Computer Library Center, Inc., and U.S. Space Foundation; Chairman, Czecho
    Management Center; Director, Trustee, or Managing General Partner of the
    Funds; President Emeritus, University of Pittsburgh; founding Chairman,
    National Advisory Council for Environmental Policy and Technology and
    Federal Emergency Management Advisory Board.


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


    J. Christopher Donahue
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  April 11, 1949
    Executive Vice President
    President and Trustee, Federated Investors, Federated Advisers, Federated
    Management, and Federated Research; President and Director, Federated




    Research Corp. and Federated Global Research Corp.; President, Passport
    Research, Ltd.; Trustee, Federated Administrative Services, Federated
    Services Company, and Federated Shareholder Services; President or Vice
    President of the Funds; Director, Trustee, or Managing General Partner of
    some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman and
    Director  of the Company.


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




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




    David M. Taylor
    Federated Investors Tower
    Pittsburgh, PA
    Birthdate:  January 13, 1947
    Treasurer
    Senior Vice President, Controller, and Trustee, Federated Investors;
    Controller, Federated Advisers, Federated Management, Federated Research,




    Federated Research Corp., and Passport Research, Ltd.;  Senior Vice
    President, Federated Shareholder Services; Vice President, Federated
    Administrative Services; Treasurer of some of the Funds.


    *

    This Director 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
    Directors handles the responsibilities of the Board of Directors between
    meetings of the Board.
    As used in the table above, "The Funds" and "Funds" mean the following
    investment companies: American Leaders Fund, Inc.; Annuity Management
    Series; Arrow Funds; Automated Government Money Trust; Blanchard Funds;
    Blanchard Precious Metals, Inc.; Cash Trust Series II; Cash Trust Series,
    Inc.; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash Trust;
    Federated ARMs Fund; Federated Equity Funds; Federated Exchange Fund, Ltd.;
    Federated GNMA Trust; Federated Government Trust; Federated High Yield
    Trust; Federated Income Securities Trust; Federated Income Trust; Federated
    Index Trust; Federated Institutional Trust; Federated Master Trust;




    Federated Municipal Trust; Federated Short-Term Municipal Trust;  Federated
    Short-Term U.S. Government Trust; Federated Stock Trust; Federated Tax-Free
    Trust; Federated Total Return Series, Inc.; Federated U.S. Government Bond
    Fund; Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S.
    Government Securities Fund: 3-5 Years; First Priority Funds; Fixed Income
    Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund, Inc.;
    Fortress Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.; Fund for
    U.S. Government Securities, Inc.; Government Income Securities, Inc.; High
    Yield Cash Trust; Insurance Management Series; Intermediate Municipal
    Trust; International Series, Inc.; Investment Series Funds, Inc.;
    Investment Series Trust; Liberty Equity Income Fund, Inc.; Liberty High
    Income Bond Fund, Inc.; Liberty Municipal Securities Fund, Inc.; Liberty
    U.S. Government Money Market Trust; Liberty Term Trust, Inc. - 1999;
    Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed Series Trust;  Money
    Market Management, Inc.; Money Market Obligations Trust; Money Market
    Trust; Municipal Securities Income Trust; Newpoint Funds; 111 Corcoran
    Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
    Shawmut Funds; Star Funds; The Starburst Funds; The Starburst Funds II;
    Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration Trust; Tax-
    Free Instruments Trust; Trademark Funds; Trust for Financial Institutions;
    Trust For Government Cash Reserves; Trust for Short-Term U.S. Government




    Securities; Trust for U.S. Treasury Obligations; The Virtus Funds; and
    World Investment Series, Inc.
    FUND OWNERSHIP
    Officers and Directors own less than 1% of the Fund's outstanding Shares.


    DIRECTORS COMPENSATION


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


John F. Donahue  $ 0       $0 for the Corporation and
Chairman and Director
                 68 other investment companies in the Fund Complex

Thomas G. Bigley $ 0       $20,688 for the Corporation and
Director                   49 other investment companies in the Fund Complex




John T. Conroy, Jr.        $ 0
                 $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

William J. Copeland        $ 0
                 $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

James E. Dowd    $ 0       $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Lawrence D. Ellis, M.D.    $ 0
                 $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Richard B. Fisher$ 0       $0 for the Corporation and
President and Director
                 8 other investment companies in the Fund Complex

Edward L. Flaherty, Jr.    $ 0
                 $117,202 for the Corporation and
Director                   64 other investment companies in the Fund Complex





Peter E. Madden  $ 0       $90,563 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Gregor F. Meyer  $ 0       $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

John E. Murray, Jr.        $ 0
                 $0 for the Corporation and
Director                   69 other investment companies in the Fund Complex

Wesley W. Posvar $ 0       $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex

Marjorie P. Smuts$ 0       $106,460 for the Corporation and
Director                   64 other investment companies in the Fund Complex


    *Information is furnished for the period from January 26, 1994
    (organization date of the Corporation) to November 30, 1994.
    #The aggregate compensation is provided for the Corporation which was
    comprised of 1 portfolio, as of
    November 30, 1994.




    +The information is provided for the last calendar year end.
    INVESTMENT ADVISORY SERVICES

    ADVISER TO THE FUND
    The Fund's investment adviser is Federated Global Research Corp. (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.
    The Adviser shall not be liable to the Corporation, the Fund, or any
    shareholder of the Fund for any losses that may be sustained in the
    purchase, holding, or sale of any security or for anything done or omitted
    by it, except acts or omissions involving willful misfeasance, bad faith,
    gross negligence, or reckless disregard of the duties imposed upon it by
    its contract with the Corporation.
    ADVISORY FEES
    For its advisory services, the Adviser receives an annual investment
    advisory fee as described in each  prospectus.
     STATE EXPENSE LIMITATIONS
     The Adviser has undertaken to comply with the expense limitations
     established by certain states for investment companies whose shares are
     registered for sale in those states. If the Fund's normal operating
     expenses (including the investment advisory fee, but not including
     brokerage commissions, interest, taxes, and extraordinary expenses) exceed




     2-1/2% per year of the first $30 million of average net assets, 2% per year
     of the next $70 million of average net assets, and 1-1/2% per year of the
     remaining average net assets, the Adviser will reimburse the Fund for its
     expenses over the limitation.
     If the Fund's monthly projected operating expenses exceed this limitation,
     the investment advisory fee paid will be reduced by the amount of the
     excess, subject to an annual adjustment. If the expense limitation is
     exceeded, the amount to be reimbursed by the Adviser will be limited, in
     any single fiscal year, by the amount of the investment advisory fee.
     This arrangement is not part of the advisory contract and may be amended or
     rescinded in the future.
    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 Fund for a fee as
    described in each prospectus.  Dr. Henry J. Gailliot, an officer of
    Federated Global Research Corp., the Adviser to the Fund, holds
    approximately 20% of the outstanding common stock and serves as a director




    of Commercial Data Services, Inc., a company which provides computer
    processing services to Federated Administrative Services.
    TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

    Federated Services Company serves as transfer agent and dividend disbursing
    agent for the Fund.  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 the Fund's accounting records.
    The fee paid for this service is based upon the level of the Fund's average
    net assets for the period plus out-of-pocket expenses.
    BROKERAGE TRANSACTIONS

    The Adviser may select brokers and dealers who offer brokerage and research
    services. These services may be furnished directly to the Fund or to the
    Adviser and may include:
      o advice as to the advisability of investing in securities;
      o security analysis and reports;
      o economic studies;
      o industry studies;
      o receipt of quotations for portfolio evaluations; and
      o similar services.
    The Adviser and its affiliates exercise reasonable business judgment in
    selecting brokers who offer brokerage and research services to execute




    securities transactions. They determine in good faith that commissions
    charged by such persons are reasonable in relation 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 other accounts. To the extent
    that receipt of these services may supplant services for which the Adviser
    or its affiliates might otherwise have paid, it would tend to reduce their
    expenses.
    Although investment decisions for the Fund are made independently from
    those of the other accounts managed by the Adviser, investments of the type
    the Fund may make may also be made by those other accounts.  When the Fund
    and one or more other accounts managed by the Adviser are prepared to
    invest in, or desire to dispose of, the same security, available
    investments or opportunities for sales will be allocated in a manner
    believed by the Adviser to be equitable to each.  In some cases, this
    procedure may adversely affect the price paid or received by the Fund or
    the size of the position obtained or disposed of by the Fund.  In other
    cases, however, it is believed that coordination and the ability to
    participate in volume transactions will be to the benefit of the Fund.
    The Adviser may engage in other non-U.S. transactions that may have adverse
    effects on the market for securities in the Fund's portfolio.  The Adviser
    is not obligated to obtain any material non-public ("inside") information




    about any securities issuer, or to base purchase or sale recommendations on
    such information.
    PURCHASING SHARES

    Except under certain circumstances described in each prospectus, Shares are
    sold at their net asset value (plus a sales load on Class A Shares only) on
    days the New York Stock Exchange is open for business. The procedure for
    purchasing Shares is explained in each prospectus under "How To Purchase
    Shares."
    DISTRIBUTION PLAN AND SHAREHOLDER SERVICES AGREEMENT
    These arrangements permit the payment of fees to financial institutions,
    the distributor, and Federated Shareholder Services as appropriate, to
    stimulate distribution activities and to cause services to be provided to
    shareholders by a representative who has knowledge of the shareholder's
    particular circumstances and goals. These activities and services may
    include, but are not limited to, marketing efforts; providing office space,
    equipment, telephone facilities, and various clerical, supervisory,
    computer, and other personnel as necessary or beneficial to establish and
    maintain shareholder accounts and records; processing purchase and
    redemption transactions and automatic investments of client account cash
    balances; answering routine client inquiries; and assisting clients in
    changing dividend options, account designations, and addresses.




    By adopting the Distribution Plan, the Directors expect that the Class A
    Shares, Class B Shares, and Class C Shares of the Fund will be able to
    achieve a more predictable flow of cash for investment purposes and to meet
    redemptions. This will facilitate more efficient portfolio management and
    assist the Fund in pursuing its investment objectives. By identifying
    potential investors whose needs are served by the Fund's objectives, and
    properly servicing these accounts, it may be possible to curb sharp
    fluctuations in rates of redemptions and sales.
    Other benefits, which may be realized under either arrangement, may
    include: (1) providing personal services to shareholders; (2) investing
    shareholder assets with a minimum of delay and administrative detail; (3)
    enhancing shareholder recordkeeping systems; and (4) responding promptly to
    shareholders' requests and inquiries concerning their accounts.
    CONVERSION TO FEDERAL FUNDS
    It is the Fund's policy to be as fully invested as possible so that maximum
    interest may be earned. To this end, all payments from shareholders must be
    in federal funds or be converted into federal funds before shareholders
    begin to earn dividends. Federated Services Company acts as the
    shareholder's agent in depositing checks and converting them to federal
    funds.




    PURCHASES BY SALES REPRESENTATIVES, DIRECTORS, AND EMPLOYEES OF THE FUND
    Directors, employees, and sales representatives of the Fund, Federated
    Global Research Corp., and Federated Securities Corp. or their affiliates,
    or any investment dealer who has a sales agreement with Federated
    Securities Corp. and their spouses and children under 21, may buy Class A
    Shares at net asset value without a sales load. Shares may also be sold
    without a sales load to trusts or pension or profit-sharing plans for these
    people.
    These sales are made with the purchaser's written assurance that the
    purchase is for investment purposes and that the securities will not be
    resold except through redemption by the Fund.
    DETERMINING NET ASSET VALUE

    Net asset value generally changes each day. The days on which net asset
    value is calculated by the Fund are described in each prospectus.
    DETERMINING MARKET VALUE OF SECURITIES
    Market values of the Fund's portfolio securities, other than options, are
    determined as follows:
      o 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;
      o in the absence of recorded sales for equity securities, according to
        the mean between the last closing bid and asked prices;




      o for bonds and other fixed income securities, as determined by an
        independent pricing service;
      o for short-term obligations, according to the prices as furnished by an
        independent pricing service, except that short-term obligations with
        remaining maturities of less than 60 days at the time of purchase may
        be valued at amortized cost; and
      o for all other securities, at fair value as determined in good faith by
        the Directors.
    Prices provided by independent pricing services may be determined without
    relying exclusively on quoted prices and may consider: insititutional
    trading in similar groups of securities, yield, quality, coupon rate,
    maturity, type of issue, trading characteristics, and other market data.
    The Fund will value futures contracts and options at their market values
    established by the exchanges on which they are traded at the close of
    trading on such exchanges unless the Directors determine in good faith that
    another method of valuing such investments is necessary.
    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 Fund values 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 Directors,
    although the actual calculation may be done by others.
    REDEEMING SHARES

    The Fund redeems Shares at the next computed net asset value, less any
    applicable contingent deferred sales charge, after the Fund receives the
    redemption request. Redemption procedures are explained in each prospectus
    under "How To Redeem Shares." Although the transfer agent does not charge
    for telephone redemptions, it reserves the right to charge a fee for the
    cost of wire-transferred redemptions of less than $5,000.
    Class B Shares redeemed within six years of purchase and Class C Shares and
    applicable Class A Shares redeemed within one year of purchase may be
    subject to a contingent deferred sales charge. The amount of the contingent
    deferred sales charge is based upon the amount of the administrative fee
    paid at the time of purchase by the distributor to the financial
    institution for services rendered, and the length of time the investor
    remains a shareholder in the Fund. Should financial institutions elect to




    receive an amount less than the administrative fee that is stated in the
    prospectus for servicing a particular shareholder, the contingent deferred
    sales charge and/or holding period for that particular shareholder will be
    reduced accordingly.
    Since portfolio securities of the Fund may be traded on foreign exchanges
    which trade on Saturdays or on holidays on which the Fund will not make
    redemptions, the net asset value of each class of Shares of the Fund may be
    significantly affected on days when shareholders do not have an opportunity
    to redeem their Shares.
    REDEMPTION IN KIND
    Although the Corporation 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 Fund's
    portfolio.  To the extent available, such securities will be readily
    marketable.
    The Corporation has elected to be governed by Rule 18f-1 of the Investment
    Company Act of 1940, as amended, under which the Corporation 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.
    Any redemption beyond this amount will also be in cash unless the Directors
    determine that payment should be in kind.  In such a case, the Fund will




    pay all or a portion of the remainder of the redemption in portfolio
    instruments, valued in the same way as the Fund determines net asset value.
    The portfolio instruments will be selected in a manner that the Directors
    deem fair and equitable.
    Redemption in kind is not as liquid as a cash redemption.  If redemption is
    made in kind, shareholders receiving their securities and selling them
    before their maturity could receive less than the redemption value of their
    securities and could incur certain transaction costs.
    TAX STATUS

    THE FUND'S TAX STATUS
    The Fund will pay no federal income tax because it expects to meet the
    requirements of Subchapter M of the Internal Revenue Code of 1986, as
    amended, applicable to regulated investment companies and to receive the
    special tax treatment afforded to such companies. To qualify for this
    treatment, the Fund must, among other requirements:
      o derive at least 90% of its gross income from dividends, interest, and
        gains from the sale of securities;
      o derive less than 30% of its gross income from the sale of securities
        held less than three months;
      o invest in securities within certain statutory limits; and
      o distribute to its shareholders at least 90% of its net income earned
        during the year.




    However, the Fund 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 Fund upon disposition of PFIC
    investments.
    FOREIGN TAXES
    Investment income on certain foreign securities in which the Fund 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 Fund 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 Fund's dividends, and any
    short-term capital gains, are taxable as ordinary income.
     CAPITAL GAINS
     Shareholders will pay federal tax at capital gains rates on long-term
     capital gains distributed to them regardless of how long they have held the
     Fund Shares.
    TOTAL RETURN

    The average annual total return for each class of Shares of the Fund is the
    average compounded rate of return for a given period that would equate a
    $1,000 initial investment to the ending redeemable value of that




    investment. The ending redeemable value is computed by multiplying the
    number of Shares owned at the end of the period by the 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, less any applicable sales load, adjusted over the
    period by any additional Shares, assuming the annual reinvestment of all
    dividends and distributions.
    Any applicable contingent deferred sales charge is deducted from the ending
    value of the investment based on the lesser of the original purchase price
    or the net asset value of Shares redeemed.
    YIELD

    The yield for each class of Shares of the Fund is determined by dividing
    the net investment income per share (as defined by the Securities and
    Exchange Commission) earned by any class of Shares over a thirty-day period
    by the maximum offering price per share of the respective class on the last
    day of the period. This value is annualized using semi-annual compounding.
    This means that the amount of income generated during the thirty-day period
    is assumed to be generated each month over a 12-month period and is
    reinvested every six months. The yield does not necessarily reflect income
    actually earned by the Fund because of certain adjustments required by the
    Securities and Exchange Commission and, therefore, may not correlate to the
    dividends or other distributions paid to the shareholders.




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

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




    offering price. The financial publications and/or indices which the Fund
    uses in advertising may include:
      o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P
        500), 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 S & P 500 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.
      o LIPPER ANALYTICAL SERVICES, INC., ranks funds in various fund
        categories by making comparative calculations using total return. Total
        return assumes the reinvestment of all capital gains distributions and
        income dividends and takes into account any change in net asset value
        over a specified period of time. From time to time, the Fund will quote
        its Lipper ranking in the "latin american region funds" category in
        advertising and sales literature.
      o MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDICES, including, among
        others, the Morgan Stanley Capital International Europe, Australia, Far
        East Index ("EAFE Index").  The EAFE Index is an unmanaged index of
        more than 1,000 companies of Europe, Australia, and the Far East.




      o MORGAN STANLEY CAPITAL INTERNATIONAL LATIN AMERICA EMERGING MARKET
        INDICES, including the Morgan Stanley Emerging Markets Free Latin
        America Index (which excludes Mexican banks and securities companies
        which cannot be purchased by foreigners) and the Morgan Stanley
        Emerging Markets Global Latin America Index.  Both indices include 60%
        of the market capitalization of the following countries:  Argentina,
        Brazil, Chile, and Mexico.  The indices are weighted by market
        capitalization and are calculated without dividends reinvested.
      o IBBOTSON ASSOCIATES INTERNATIONAL BOND INDEX, which provides a detailed
        breakdown of local market and currency returns since 1960.
      o BEAR STEARNS FOREIGN BOND INDEX, which provides simple average returns
        for individual countries and GNP-weighted index, beginning in 1975.
        The returns are broken down by local market and currency.
      o MORNINGSTAR, INC. , an independent rating service, is the publisher of
        the bi-weekly Mutual Fund Values. Mutual Fund Values rates more than
        1,000 NASDAQ-listed mutual funds of all types, according to their risk-
        adjusted returns. The maximum rating is five stars, and ratings are
        effective for two weeks.
    From time to time, the Fund may quote information including but not limited
    to data regarding:  individual countries, regions, world stock exchanges,
    and economic and demographic statistics from sources deemed reliable.




    Advertisements and other sales literature for any class of Shares may quote
    total returns which are calculated on non-standardized base periods. These
    total returns also represent the historic change in the value of an
    investment in any  class of Shares based on annual reinvestment of
    dividends over a specified period of time.
    From time to time as it deems appropriate, the Fund may advertise the
    performance of any class of Shares using charts, graphs, and descriptions,
    compared to federally insured bank products including certificates of
    deposit and time deposits and to money market funds using the Lipper
    Analytical Services money market instruments average. In addition,
    advertising and sales literature for the Fund may use charts and graphs to
    illustrate the principles of dollar-cost averaging and may disclose the
    amount of dividends paid by the Fund over certain periods of time.
    Advertisements may quote performance information which does not reflect the
    effect of the sales load on Class A Shares.
    ABOUT FEDERATED INVESTORS

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




    The company's disciplined security selection process is firmly rooted in
    sound methodologies backed by fundamental and technical research.
    Investment decisions are made and executed by teams of portfolio managers,
    analysts, and traders dedicated to specific market sectors.
In the equity sector, Federated has more than 25 years' experience.  As of
December 31, 1994, Federated managed 15 equity funds totaling approximately $4
billion in assets across growth, value, equity income, international, index and
sector (i.e. utility) styles.  Federated's value-oriented management style
combines quantitative and qualitative analysis and features a structured,
computer-assisted composite modeling system that was developed in the 1970s.
    J. Thomas Madden, Executive Vice President, oversees Federated's equity and
    high yield corporate bond management while William D. Dawson, Executive
    Vice President, oversees Federated's domestic fixed income management.
    Henry A. Frantzen, Executive Vice President, oversees the management of
    Federated's international portfolios.
    MUTUAL FUND MARKET
    Twenty-seven percent of American households are pursuing their financial
    goals through mutual funds. These investors, as well as businesses and
    institutions, have entrusted over $2 trillion to the more than 5,500 funds
    available.*
    Federated Investors, through its subsidiaries, distributes mutual funds for
    a variety of investment applications.  Specific markets include:




    INSTITUTIONAL
    Federated meets the needs of more than 4,000 institutional clients
    nationwide by managing and servicing separate accounts and mutual funds for
    a variety of applications, including defined benefit and defined
    contribution programs, cash management, and asset/liability management.
    Institutional clients include corporations, pension funds, tax-exempt
    entities, foundations/endowments, insurance companies, and investment and
    financial advisors.  The marketing effort to these  institutional clients
    is headed by John B. Fisher, President, Institutional Sales Division.
    TRUST ORGANIZATIONS
    Other institutional clients include close relationships with more than
    1,500 banks and trust organizations.  Virtually all of the trust divisions
    of the top 100 bank holding companies use Federated funds in their clients'
    portfolios.  The marketing effort to trust clients is headed by Mark R.
    Gensheimer, Executive Vice President, Bank Marketing & Sales.
    *source:  Investment Company Institute
    BROKER/DEALERS AND BANK BROKER/DEALER SUBSIDIARIES
Federated mutual funds are available to consumers through major brokerage firms
nationwide--including 200 New York Stock Exchange firms--supported by more
wholesalers than any other mutual fund distributor.  The marketing effort to
these firms is headed by James F. Getz, President, Broker/Dealer Division.






    APPENDIX

    STANDARD AND POOR'S RATINGS GROUP LONG TERM DEBT RATING DEFINITIONS
    AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's
    Ratings Group. Capacity to pay interest and repay principal is extremely
    strong.
    AA--Debt rated AA has a very strong capacity to pay interest and repay
    principal and differs from the higher rated issues only in small degree.
    A--Debt rated A has a strong capacity to pay interest and repay principal
    although it is somewhat more susceptible to the adverse effects of changes
    in circumstances and economic conditions than debt in higher rated
    categories.
    BBB--Debt rated BBB is regarded as having an adequate capacity to pay
    interest and repay principal. Whereas it normally exhibits adequate
    protection parameters, adverse economic conditions or changing
    circumstances are more likely to lead to a weakened capacity to pay
    interest and repay principal for debt in this category than in higher rated
    categories.
    BB--Debt rated BB has less near-term vulnerability to default than other
    speculative issues.  However, it faces major ongoing uncertainties or
    exposure to adverse business, financial, or economic conditions which could




    lead to inadequate capacity to meet timely interest and principal payments.
    The BB rating category is also used for debt subordinated to senior debt
    that is assigned an actual or implied BBB- rating.
    B--Debt rated B has a greater vulnerability to default but currently has
    the capacity to meet interest payments and principal 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 a currently identifiable vulnerability to default,
    and is dependent upon favorable business, financial, and economic
    conditions to meet timely payment of interest and repayment of principal.
    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 Standard & Poor's
    Ratings Group 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. LONG TERM BOND RATING DEFINITIONS
    AAA--Bonds which are rated AAA are judged to be of the best quality. They
    carry the smallest degree of investment risk and are generally referred to
    as "gilt edged". Interest payments are protected by a large or by an
    exceptionally stable margin and principal is secure. While the various
    protective elements are likely to change, such changes as can be visualized
    are most unlikely to impair the fundamentally strong position of such
    issues.
    AA--Bonds which are rated AA are judged to be of high quality by all
    standards. Together with the AAA group, they comprise what are generally
    known as high grade bonds. They are rated lower than the best bonds because
    margins of protection may not be as large as in AAA securities or
    fluctuation of protective elements may be of greater amplitude or there may




    be other elements present which make the long-term risks appear somewhat
    larger than in AAA securities.
    A--Bonds which are rated A possess many favorable investment attributes and
    are to be considered as upper medium grade obligations. Factors giving
    security to principal and interest are considered adequate but elements may
    be present which suggest a susceptibility to impairment sometime in the
    future.
    BAA--Bonds which are rated BAA are considered as medium grade obligations,
    (i.e., they are neither highly protected nor poorly secured). Interest
    payments and principal security appear adequate for the present but certain
    protective elements may be lacking or may be characteristically unreliable
    over any great length of time. Such bonds lack outstanding investment
    characteristics and in fact have speculative characteristics as well.
    BA--Bonds which are BA are judged to have speculative elements; their
    future cannot be considered as well assured.  Often the protection of
    interest and principal payments may be very moderate and thereby not well
    safeguarded during both good and bad times over the future.  Uncertainty of
    position characterizes bonds in this class.
    B--Bonds which are rated B generally lack characteristics of a 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 RATING DEFINITIONS
    AAA--Bonds considered to be investment grade and of the highest credit
    quality. The obligor has an exceptionally strong ability to pay interest
    and repay principal, which is unlikely to be affected by reasonably
    foreseeable events.
    AA--Bonds considered to be investment grade and of very high credit
    quality. The obligor's ability to pay interest and repay principal is very
    strong, although not quite as strong as bonds rated AAA. Because bonds
    rated in the AAA and AA categories are not significantly vulnerable to
    foreseeable future developments, short-term debt of these issuers is
    generally rated F-1+.
    A--Bonds considered to be investment grade and of high credit quality. The
    obligor's ability to pay interest and repay principal is considered to be




    strong, but may be more vulnerable to adverse changes in economic
    conditions and circumstances than bonds with higher ratings.
    BBB--Bonds considered to be investment grade and of satisfactory credit
    quality. The obligor's ability to pay interest and repay principal is
    considered to be adequate. Adverse changes in economic conditions and
    circumstances, however, are more likely to have adverse impact on these
    bonds, and therefore, impair timely payment.  The likelihood that the
    ratings of these bonds will fall below investment grade is higher than for
    bonds with higher ratings.
    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 indentifiable 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.
    MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS
    PRIME-1--Issuers rated PRIME-1 (or related supporting institutions) have a
    superior capacity for repayment of short-term promissory obligations.
    PRIME-1 repayment capacity will normally be evidenced by the following
    characteristics:
    - Leading market positions in well established industries.
    - High rates of return on funds employed.
    - Conservative capitalization structure with moderate reliance on debt and
    ample asset protection.
    - Broad margins in earning coverage of fixed financial charges and high
    internal cash generation.
    - Well established access to a range of financial markets and assured
    sources of alternate liquidity.




    PRIME-2--Issuers rated PRIME-2 (or related supporting institutions) have a
    strong capacity for repayment of short-term promissory obligations. This
    will normally be evidenced by many of the characteristics cited above but
    to a lesser degree. Earnings trends and coverage ratios, while sound, will
    be more subject to variation. Capitalization characteristics, while still
    appropriate, may be more affected by external conditions. Ample alternate
    liquidity is maintained.
    STANDARD AND POOR'S RATINGS GROUP COMMERCIAL PAPER RATINGS
    A-1--This designation indicates that the degree of safety regarding timely
    payment is strong. Those issues determined to possess extremely strong
    safety characteristics are denoted with a plus sign (+)  designation.
    A-2--Capacity for timely payment on issues with this designation is
    satisfactory.  However, the relative degree of safety is not as high as for
    issues designated A-1.
    FITCH INVESTORS SERVICE, INC. COMMERCIAL PAPER RATING DEFINITIONS
    FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded
    as having the strongest degree of assurance for timely payment.
    FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance
    of timely payment only slightly less in degree than the strongest issues.










G01471-03 (11/95)







PART C. OTHER INFORMATION.

Item 24.  Financial Statements and Exhibits:

          (a)  Financial Statements (World Utility Fund--Filed in Part A
                                   for Fortress Shares, Part B for A, B & C
                                   Shares)
          (b)  Exhibits:
                (1) Conformed Copy of Articles of Incorporation of the
                    Registrant; (1)
                (2) Copy of By-Laws of the Registrant; (1)
                (3) Not applicable;
                (4) Copy of Specimen Certificate for Shares of Capital
                    Stock of World Utility Fund; Federated Asia Pacific
                    Growth Fund, Federated Emerging Markets Fund, Federated
                    European Growth Fund, Federated International Small
                    Company Fund, and Federated Latin American Growth Fund;+




                (5) (i)  Conformed Copy of Investment Advisory Contract of
                         the Registrant; +
                    (ii) Assignment of Investment Advisory Contract; +
                (6) (i)  Conformed Copy of Distributor's Contract of the
                         Registrant; +
                    (ii) The Registrant hereby incorporates the conformed
                         copy of the Specimen Mutual Funds Sales and
                         Service Agreement; Mutual Funds Service
                         Agreement; and Plan Trustee/Mutual Funds Service
                         Agreement from Item 24(b)6 of the Cash Trust
                         Series II Registration Statement on Form N-1A,
                         filed with the Commission on July 24, 1995. (File
                         Nos. 33-38550 and 811-6269)
                (7) Not applicable;
                (8) Conformed copy of Custodian Agreement of the
                    Registrant; (3)



+All exhibits have been filed electronically.




1.  Response is incorporated by reference to Registrant's Intitial
   Registration Statement on Form N-1A filed February 4, 1994.  (File Nos.
   33-52149 and 811-7141).
2.  Response is incorporated by reference to Registrant's Pre-Effective
   Amendment No.1 on Form N-1A filed March 24, 1994.  (File Nos. 33-52149
   and 811-7141).
3.  Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 1 on Form N-1A filed July 25, 1994 (File Nos. 33-52149
   and 811-7141).
4.  Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 2 on Form N-1A filed January 27, 1995 (File Nos. 33-52149
   and 811-7141).
5.  Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 3 on Form N-1A filed July 11, 1995 (File Nos. 33-52149
   and 811-7141).


                (9) (i) Conformed copy of Fund Accounting, Shareholder
                    Recordkeeping, and Custody Services Procurement
                    Agreement of the Registrant; (4)
                    (ii) Conformed copy of Administratrive Services
                    Agreement; (3)




                    (iii) Conformed copy of Shareholder Services Agreement;
                    (3)
                    (v) The responses described in Item 24(b)6 are hereby
                    incorporated by reference.
               (10) Conformed copy of Opinion and Consent of Counsel as to
                    legality of shares being registered; (2)
               (11) Not applicable;
               (12) Not applicable;
               (13) Conformed copy of Initial Capital Understanding; (2)
               (14) Not applicable;
               (15) Conformed Copy of Rule 12b-1 Distribution
                    Plan; +
               (16) Copy of Schedule for Computation of Fund Performance
                    Data; (3)
               (17) Not applicable;
               (18) Conformed copy of Power of Attorney; +

Item 25.  Persons Controlled by or Under Common Control with Registrant
          None

Item 26.  Number of Holders of Securities:




                                        Number of Record Holders
          Title of Class                as of November 20, 1995


          Shares of capital stock
          ($0.001 per Share par value)

          World Utility Fund
          a) Class A Shares                  980
          b) Class B Shares                  376
          c) Class C Shares                  327
          d) Fortress Shares                 330

          Federated Asia Pacific Growth Fund
          a) Class A Shares                  not currently effective
          b) Class B Shares                  not currently effective
          c) Class C Shares                  not currently effective

Item 27.  Indemnification (1).



+All exhibits have been filed electronically.




2.  Response is incorporated by reference to Registrant's Pre-Effective
   Amendment No.1 on Form N-1A filed March 24, 1994.  (File Nos. 33-52149
   and 811-7141).
3.  Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 1 on Form N-1A filed July 25, 1994 (File Nos. 33-52149
   and 811-7141).
4.  Response is incorporated by reference to Registrant's Post-Effective
   Amendment No. 2 on Form N-1A filed January 27, 1995 (File Nos. 33-52149
   and 811-7141).


          Federated Emerging Markets Fund
          a) Class A Shares                  not currently effective
          b) Class B Shares                  not currently effective
          c) Class C Shares                  not currently effective

          Federated European Growth Fund
          a) Class A Shares                  not currently effective
          b) Class B Shares                  not currently effective
          c) Class C Shares                  not currently effective

          Federated International Small Company Fund




          a) Class A Shares                  not currently effective
          b) Class B Shares                  not currently effective
          c) Class C Shares                  not currently effective

          Federated Latin American Growth Fund
          a) Class A Shares                  not currently effective
          b) Class B Shares                  not currently effective
          c) Class C Shares                  not currently effective

Item 28.  Business and Other Connections of Investment Adviser:

          For a description of the other business of the Investment
          Adviser, see the section entitled "Corporation Information -
          Management of the Corporation" in Part A.  The affiliations with
          the Registrant of three of the Directors and two of the Officers
          of the Investment Adviser are included in Part B of the
          Registration Statement under "World Investment Series, Inc.
          Management."

          The remaining Officers of the Investment Adviser are:  William D.
          Dawson, III, Henry A. Frantzen, J. Thomas Madden, and Mark L.
          Mallon, Executive Vice Presidents; Henry J. Gailliot, Senior Vice




          President-Economist; Peter R. Anderson, Drew J. Collins, Jonathan
          C. Conley and J. Alan Minteer, Senior Vice Presidents; J. Scott
          Albrecht, Joseph M. Balestrino, Randall S. Bauer, David A.
          Briggs, Kenneth J. Cody, Deborah A. Cunningham, Michael P.
          Donnelly, Linda A. Duessel, Mark E. Durbiano, Kathleen M. Foody-
          Malus, Thomas M. Franks, Edward C. Gonzales, Timothy E. Keefe,
          Stephen A. Keen, Mark S. Kopinski, Jeff A. Kozemchak, Marian R.
          Marinack, Susan M. Nason, Mary Jo Ochson, Robert J. Ostrowski,
          Frederick L. Plautz, Jr., Charles A. Ritter, James D. Roberge,
          Frank Semack, William F. Stotz, Sandra L. Weber, and Christopher
          H. Wiles, Vice Presidents; Thomas R. Donahue, Treasurer, and
          Stephen A. Keen, Secretary.  The business address of each of the
          Officers of the Federated Research Division of Federated Global
          Research Corp. is Federated Investors Tower, Pittsburgh, PA
          15222-3779 or 175 Water Street, New York, New York 10038-4965, as
          applicable.  These individuals are also officers of a majority of
          the investment advisers to the Funds listed in Part B of this
          Registration Statement.

Item 29.  Principal Underwriters:




          (a)Federated Securities Corp., the Distributor for shares of the
             Registrant, also acts as principal underwriter for the
             following open-end investment companies: American Leaders
             Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
             Government Money Trust; BayFunds;  The Biltmore Funds; The
             Biltmore Municipal Funds; Blanchard Funds; Blanchard Precious
             Metals Fund, Inc.; Cash Trust Series, Inc.; Cash Trust Series
             II; DG Investor Series; Edward D. Jones & Co. Daily Passport
             Cash Trust; Federated ARMs Fund; Federated Equity Funds;
             Federated Exchange Fund, Ltd.; Federated GNMA Trust;
             Federated Government Trust; Federated High Yield Trust;
             Federated Income Securities Trust; Federated Income Trust;
             Federated Index Trust; Federated Institutional Trust;
             Federated Master Trust; Federated Municipal Trust; Federated
             Short-Term Municipal Trust; Federated Short-Term U.S.
             Government Trust; Federated Stock Trust; Federated Tax-Free
             Trust; Federated Total Return Series, Inc.; Federated U.S.
             Government Bond Fund; Federated U.S. Government Securities
             Fund: 1-3 Years; Federated U.S. Government Securities Fund:
             3-5 Years;First Priority Funds; First Union Funds; Fixed
             Income Securities, Inc.; Fortress Adjustable Rate U.S.
             Government Fund, Inc.; Fortress Municipal Income Fund, Inc.;




             Fortress Utility Fund, Inc.; Fountain Square Funds; Fund for
             U.S. Government Securities, Inc.; Government Income
             Securities, Inc.; High Yield Cash Trust; Independence One
             Mutual Funds; Insurance Management Series; Intermediate
             Municipal Trust; International Series Inc.; Investment Series
             Funds, Inc.; Investment Series Trust; Liberty Equity Income
             Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty
             Municipal Securities Fund, Inc.; Liberty U.S. Government
             Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash
             Trust; Managed Series Trust; Marshall Funds, Inc.; Money
             Market Management, Inc.; Money Market Obligations Trust;
             Money Market Trust; The Monitor Funds; Municipal Securities
             Income Trust; Newpoint Funds; 111 Corcoran Funds; Peachtree
             Funds; The Planters Funds; RIMCO Monument Funds; The Shawmut
             Funds; SouthTrust Vulcan Funds; Star Funds; The Starburst
             Funds; The Starburst Funds II; Stock and Bond Fund, Inc.;
             Sunburst Funds; Targeted Duration Trust; Tax-Free Instruments
             Trust; Tower Mutual Funds; Trademark Funds; Trust for
             Financial Institutions; Trust for Government Cash Reserves;
             Trust for Short-Term U.S. Government Securities; Trust for
             U.S. Treasury Obligations; The Virtus Funds; Vision Fiduciary
             Funds, Inc.; and Vision Group of Funds, Inc.





             Federated Securities Corp. also acts as principal underwriter
             for the following closed-end investment company:  Liberty
             Term Trust, Inc.- 1999.



          (b)

       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter
                                                With Registrant


    Richard B. Fisher     Director, Chairman, Chief    President and
    Federated Investors Tower                     Executive Officer, Chief
                          Director
    Pittsburgh, PA 15222-3779                     Operating Officer, Asst.
                          Secretary, and Asst.
                          Treasurer, Federated
                          Securities Corp.





Edward C. Gonzales        Director and Executive Vice  Executive Vice
Federated Investors Tower President, Federated    President
Pittsburgh, PA 15222-3779 Securities Corp.

John W. McGonigle         Director, Federated     Executive Vice
Federated Investors Tower Securities Corp.        President and
Pittsburgh, PA 15222-3779                         Secretary

John B. Fisher            President-Institutional Sales,
                          --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James F. Getz             President-Broker/Dealer,     --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

    Mark R. Gensheimer    Executive Vice President of       --
    Federated Investors Tower                     Bank/Trust, Federated
    Pittsburgh, PA 15222-3779                     Securities Corp.




Mark W. Bloss             Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard W. Boyd           Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Theodore Fadool, Jr.      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Bryant R. Fisher          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Christopher T. Fives      Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

James S. Hamilton         Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.




Pittsburgh, PA 15222-3779



       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter
                                                With Registrant


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

Keith Nixon               Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Solon A. Person, IV       Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779




Timothy C. Pillion        Senior Vice President,       --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas E. Territ          Senior Vice President,       --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779

John B. Bohnet            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Byron F. Bowman           Vice President and Secretary,
                                                  --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jane E. Broeren-Lambesis  Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mary J. Combs             Vice President,              --




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

R. Edmond Connell, Jr.    Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Kevin J. Crenny           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Daniel T. Culbertson      Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

G. Michael Cullen         Vice President,              --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779



       (1)                      (2)                   (3)




Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter
                                                With Registrant


Laura M. Deger            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

    Jill Ehrenfeld        Vice President,              --
    Federated Investors Tower                     Federated Securities
    Corp.
    Pittsburgh, PA 15222-3779

Mark D. Fisher            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Michael D. Fitzgerald     Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779




Joseph D. Gibbons         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Craig S. Gonzales         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Gonzales       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Scott A. Hutton           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

H. Joseph Kennedy         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

William E. Kugler         Vice President,              --
Federated Investors Tower Federated Securities Corp.




Pittsburgh, PA 15222-3779

Steven A. La Versa        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Mark J. Miehl             Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard C. Mihm           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter
                                                With Registrant




    J. Michael Miller     Vice President,              --
    Federated Investors Tower                     Federated Securities
    Corp.
    Pittsburgh, PA 15222-3779

Michael P. O'Brien        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

    Robert D. Oehlschlager                        Vice President,
                          --
    Federated Investors Tower                     Federated Securities
    Corp.
    Pittsburgh, PA 15222-3779

Robert F. Phillips        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Eugene B. Reed            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779





Paul V. Riordan           Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

John C. Shelar, Jr.       Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

    David W. Spears       Vice President,              --
    Federated Investors Tower                     Federated Securities
    Corp.
    Pittsburgh, PA 15222-3779

Jeffrey A. Stewart        Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Jamie M. Teschner         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779




William C. Tustin         Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Paul A. Uhlman            Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Richard B. Watts          Vice President,              --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779



       (1)                      (2)                   (3)
Name and Principal        Positions and Offices Positions and Offices
 Business Address            With Underwriter
                                                With Registrant


Michael P. Wolff          Vice President,              --
Federated Investors Tower Federated Securities Corp.




Pittsburgh, PA 15222-3779

Charlene H. Jennings      Assistant Vice President,
                          --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

J. Timothy Radcliff       Assistant Vice President,
                          --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Denis McAuley             Treasurer,                   --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

Thomas R. Donahue         Asstistant Secretary,        --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.

Joseph M. Huber           Assistant Secretary,         --
Federated Investors Tower Federated Securities Corp.




Pittsburgh, PA 15222-3779

David M. Taylor           Assistant Secretary,     Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779

          (c)  Not applicable.

    Item 30.  Location of Accounts and Records:

    All accounts and records required to be maintained by Section 31(a) of
    the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
    promulgated thereunder are maintained at one of the following
    locations:

    Registrant





     Federated Investors Tower










     Pittsburgh, PA  15222-3779

    Federated Services Company

     Federated Investors Tower
    (Transfer Agent, Dividend


     Pittsburgh, PA  15222-3779
    Disbursing Agent and Portfolio
    Recordkeeper)

    Federated Administrative Services

     Federated Investors Tower




    (Administrator)




     Pittsburgh, PA  15222-3779

    Federated Global Research Corp.

     175 Water Street
    (Adviser)





     New York, NY 10038-4965

    State Street Bank and Trust Company

     P.O. Box 8600




    (Custodian)




     Boston, MA 02266-8600


Item 31.  Not applicable.

Item 32.  Undertakings:

          Registrant hereby undertakes to furnish each person to whom a
          prospectus is delivered with a copy of the Registrant's latest
          annual report to shareholders, upon request and without charge.

          Registrant hereby undertakes to comply with the provisions of
          Section 16(c) of the 1940 Act with respect to the removal of
          Directors and the calling of special shareholder meetings by
          shareholders.




          Registrant hereby undertakes to file a post-effective amendment
          on behalf of Federated Asia Pacific Growth Fund, Federated
          Emerging Markets Fund, Federated European Growth Fund, Federated
          International Small Company Fund, and Federated Latin American
          Growth Fund, using financial statements for Federated Asia
          Pacific Growth Fund, Federated Emerging Markets Fund, Federated
          European Growth Fund, Federated International Small Company Fund,
          and Federated Latin American Growth Fund, respectively, which
          need not be certified, within four to six months from the
          effective date of this Post-Effective Amendment No. 4.




    SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933 and the
    Investment Company Act of 1940, the Registrant, WORLD INVESTMENT
    SERIES, INC. has duly caused this Amendment to its Registration
    Statement to be signed on its behalf by the undersigned, thereto duly




    authorized, in the City of Pittsburgh and Commonwealth of
    Pennsylvania, on the 30th day of November, 1995.

                         WORLD INVESTMENT SERIES, INC.





    BY: /s/ J.Crilley Kelly




    J. Crilley Kelly, Assistant Secretary




    Attorney in Fact for John F. Donahue






    November 30, 1995


    Pursuant to the requirements of the Securities Act of 1933, this
    Amendment to its Registration Statement has been signed below by the
    following person in the capacity and on the date indicated:


    NAME





    TITLE





    DATE

    By:                     /s/ J.Crilley Kelly   Attorney In Fact
                            November 30, 1995
                            J. Crilley Kelly
                            For the Persons
                            ASSISTANT SECRETARY
                            Listed Below


    NAME





    TITLE

    John F. Donahue*        Chairman and Director

                            (Chief Executive Officer)





    Richard B. Fisher*      President and Director

    David M. Taylor*        Treasurer

                            (Principal Financial and

                            Accounting Officer)

    Thomas G. Bigley *      Director
    John T. Conroy, Jr.*    Director
    William J. Copeland*    Director
    James E. Dowd*          Director
    Lawrence D. Ellis, M.D.*
                            Director
    Edward L. Flaherty, Jr.*
                            Director
    Peter E. Madden*        Director
    Gregor F. Meyer*        Director
    John E. Murray, Jr.*    Director
    Wesley W. Posvar*       Director
    Marjorie P. Smuts*      Director









                                     EXHIBIT 4 UNDER FORM N-1A
                          EXHIBIT 3(C) UNDER ITEM 601/REG. S-K


WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                                (CLASS A SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                             CUSIP 981487 10 1


Fully Paid and Non-Assessable Shares of Common Stock of WORLD UTILITY FUND
(CLASS A SHARES) Portfolio of WORLD INVESTMENT SERIES, INC. hereafter called the
"Company," transferable on the books of the Company by the owner, in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed.
     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.
Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                                (CLASS B SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                             CUSIP 981487 30 9


Fully Paid and Non-Assessable Shares of Common Stock of WORLD UTILITY FUND
(CLASS B SHARES) Portfolio of WORLD INVESTMENT SERIES, INC. hereafter called the
"Company," transferable on the books of the Company by the owner, in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                                (CLASS C SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                             CUSIP 981487 40 8


Fully Paid and Non-Assessable Shares of Common Stock of WORLD UTILITY FUND
(CLASS C SHARES) Portfolio of WORLD INVESTMENT SERIES, INC. hereafter called the
"Company," transferable on the books of the Company by the owner, in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.
B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                               (FORTRESS SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of



                                             CUSIP 981487 20 0


Fully Paid and Non-Assessable Shares of Common Stock of WORLD UTILITY FUND
(FORTRESS SHARES) Portfolio of WORLD INVESTMENT SERIES, INC. hereafter called
the "Company," transferable on the books of the Company by the owner, in person
or by duly authorized attorney, upon surrender of this Certificate properly
endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                (CLASS A SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland


THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED ASIA PACIFIC
GROWTH FUND (CLASS A SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland


/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.

              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                (CLASS B SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED ASIA PACIFIC
GROWTH FUND (CLASS B SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.
Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                (CLASS C SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED ASIA PACIFIC
GROWTH FUND (CLASS C SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.
     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.


WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                (CLASS A SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED EMERGING
MARKETS FUND (CLASS A SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.
     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.
Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                (CLASS B SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED EMERGING
MARKETS FUND (CLASS B SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                (CLASS C SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED EMERGING
MARKETS FUND (CLASS C SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.
B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                (CLASS A SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of



                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED EUROPEAN
GROWTH FUND (CLASS A SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                (CLASS B SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland


THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED EUROPEAN
GROWTH FUND (CLASS B SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland


/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.

              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                (CLASS C SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED EUROPEAN
GROWTH FUND (CLASS C SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.
Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                (CLASS A SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED INTERNATIONAL
SMALL COMPANY FUND (CLASS A SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.
     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.


WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                (CLASS B SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED INTERNATIONAL
SMALL COMPANY FUND (CLASS B SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.
     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.
Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                (CLASS C SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED INTERNATIONAL
SMALL COMPANY FUND (CLASS C SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                (CLASS A SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED LATIN AMERICAN
GROWTH FUND (CLASS A SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.
B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                (CLASS B SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland





THIS IS TO CERTIFY THAT                        is the owner of



                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED LATIN AMERICAN
GROWTH FUND (CLASS B SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland



/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.




              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE
Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears
in a box in the top-third upper-left area of the page.




WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                (CLASS C SHARES)

Number                                                  Shares
 Account No.   Alpha Code  Incorporated UnderSee Reverse Side For
                           the Laws of the Certain Definitions
                           State of Maryland


THIS IS TO CERTIFY THAT                        is the owner of




                                     CUSIP (to be applied for)


Fully Paid and Non-Assessable Shares of Common Stock of FEDERATED LATIN AMERICAN
GROWTH FUND (CLASS C SHARES) Portfolio of WORLD INVESTMENT SERIES, INC.
hereafter called the "Company," transferable on the books of the Company by the
owner, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed.

     The shares represented hereby are issued and shall be held subject to the
provisions of the Articles of Incorporation and By-Laws of the Company, and all
amendments thereto, to all of which the holder by acceptance hereof assents.

     This Certificate is not valid unless countersigned by the Transfer Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed in
its name by its proper officers and to be sealed with its Seal.




Dated:            WORLD INVESTMENT SERIES, INC.
                                 Corporate Seal
(1994)
                                    Maryland


/s/David M. Taylor                         /s/ John F. Donahue
   Treasurer                                          Chairman


                                Countersigned:  Federated Services
                                Company
                                (Pittsburgh)      Transfer Agent
                                By:
                                Authorized Signature


The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations;
TEN COM -                           as tenants in common    UNIF GIFT MIN ACT-
 ...Custodian...
TEN ENT -                                  as tenants by the entireties
        (Cust)                             (Minors)
JT  TEN -                           as joint tenants with right of    under
Uniform Gifts to Minors
        survivorship and not as tenants Act.............................
        in common                   (State)

     Additional abbreviations may also be used though not in the above list.

     For value received           hereby sell, assign, and transfer unto
                       ----------

The Company will furnish to any stockholder, on request and without charge, a
full statement of designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of the stock of each class which the
corporation is authorized to issue.

Please insert social security or other
identifying number of assignee


- -----------------------------------------------------------------------------
(Please print or typewrite name and address, including zip code, of assignee)


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

                                                                       shares
- ----------------------------------------------------------------------

of common stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
                       ------------------------------------------
                                                                    Attorney
- -------------------------------------------------------------------
to transfer the said shares on the books of the within named Company with full
power of substitution in the premises.

Dated
     ----------------------
                              NOTICE:
                                     ------------------------------
                              The signature to this assignment must correspond
                              with the name as written upon the face of the
                              certificate in every particular, without
                              alteration or enlargement or any change whatever.

              DOCUMENT DESCRIPTION - SPECIMEN STOCK CERTIFICATE



Page One

A.   The Certificate is outlined by an (color) one-half inch border.

B.   The number in the upper left-hand corner and the number of shares in the
    upper right-hand corner are outlined by octagonal boxes.

C.   The cusip number in the middle right-hand area of the page is boxed.

D.   The Maryland corporate seal appears in the bottom middle of the page.


Page Two

     The social security or other identifying number of the assignee appears



                                                   EXHIBIT 5 (I) UNDER FORM N-1A
                                              EXHIBIT 10 UNDER ITEM 601/REG. S-K

                         WORLD INVESTMENT SERIES, INC.

INVESTMENT ADVISORY CONTRACT


     This Contract is made this 1st day of March, 1994, between FEDERATED
MANAGEMENT, a Delaware business trust having its principal place of business in
Pittsburgh, Pennsylvania (the "Adviser"), and WORLD INVESTMENT SERIES, INC., a
Maryland corporation having its principal place of business in Pittsburgh,
Pennsylvania (the "Corporation").

    WHEREAS the Corporation is an open-end management investment company as
    that term is defined in the Investment Company Act of 1940, as amended, and
    is registered as such with the Securities and Exchange Commission; and

    WHEREAS Adviser is engaged in the business of rendering investment advisory
    and management services.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:

     1.   The Corporation hereby appoints Adviser as Investment Adviser for each
of the portfolios ("Funds") of the Corporation which executes an exhibit to this
Contract, and Adviser accepts the appointments.  Subject to the direction of the
Directors of the Corporation, Adviser shall provide investment research and
supervision of the investments of the Funds and conduct a continuous program of
investment evaluation and of appropriate sale or other disposition and
reinvestment of each Fund's assets.
     2.   Adviser, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's investment objective and policies and the
provisions and restrictions contained in the Articles of Incorporation and
Bylaws of the Corporation and as set forth in the Registration Statements and
exhibits as may be on file with the Securities and Exchange Commission.

     3.   Each Fund shall pay or cause to be paid all of its own expenses and
its allocable share of Corporation expenses, including, without limitation, the
expenses of organizing the Corporation and continuing its existence; fees and
expenses of Directors and officers of the Corporation; fees for investment
advisory services and administrative personnel and services; expenses incurred
in the distribution of its shares ("Shares"), including expenses of
administrative support services; fees and expenses of preparing and printing its
Registration Statements under the Securities Act of 1933 and the Investment
Company Act of 1940, as amended,  and any amendments thereto; expenses of
registering and qualifying the Corporation, the Funds, and Shares of the Funds
under federal and state laws and regulations; expenses of preparing, printing,
and distributing prospectuses (and any amendments thereto) to shareholders;
interest expense, taxes, fees, and commissions of every kind; expenses of issue
(including cost of Share certificates), purchase, repurchase, and redemption of
Shares, including expenses attributable to a program of periodic issue; charges
and expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents, and registrars; printing and mailing costs,
auditing, accounting, and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of Directors and
shareholders and proxy solicitations therefor; insurance expenses; association
membership dues and such nonrecurring items as may arise, including all losses
and liabilities incurred in administering the Corporation and the Funds.  Each
Fund will also pay its allocable share of such extraordinary expenses as may
arise including expenses incurred in connection with litigation, proceedings,
and claims and the legal obligations of the Corporation to indemnify its
officers and Directors and agents with respect thereto.
     4.   Each of the Funds shall pay to Adviser, for all services rendered to
each Fund by Adviser hereunder, the fees set forth in the exhibits attached
hereto.

     5.   The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.

     6.   The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of one
or more of the Funds) to the extent that any Fund's expenses exceed such lower
expense limitation as the Adviser may, by notice to the Fund, voluntarily
declare to be effective.

     7.   This Contract shall begin for each Fund as of the date of execution of
the applicable exhibit and shall continue in effect with respect to each Fund
presently set forth on an exhibit (and any subsequent Funds added pursuant to an
exhibit during the initial term of this Contract) for two years from the date of
this Contract set forth above and thereafter for successive periods of one year,
subject to the provisions for termination and all of the other terms and
conditions hereof if:  (a) such continuation shall be specifically approved at
least annually by the vote of a majority of the Directors of the Corporation,
including a majority of the Directors who are not parties to this Contract or
interested persons of any such party cast in person at a meeting called for that
purpose; and (b) Adviser shall not have notified a Fund in writing at least
sixty (60) days prior to the anniversary date of this Contract in any year
thereafter that it does not desire such continuation with respect to that Fund.
If a Fund is added after the first approval by the Directors as described above,
this Contract will be effective as to that Fund upon execution of the applicable
exhibit and will continue in effect until the next annual approval of this
Contract by the Directors and thereafter for successive periods of one year,
subject to approval as described above.
     8.   Notwithstanding any provision in this Contract, it may be terminated
at any time with respect to any Fund, without the payment of any penalty, by the
Directors of the Corporation or by a vote of the shareholders of that Fund on
sixty (60) days' written notice to Adviser.

     9.   This Contract may not be assigned by Adviser and shall automatically
terminate in the event of any assignment.  Adviser may employ or contract with
such other person, persons, corporation, or corporations at its own cost and
expense as it shall determine in order to assist it in carrying out this
Contract.

     10.  In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the obligations or duties under this Contract on the part
of Adviser, Adviser shall not be liable to the Corporation or to any of the
Funds or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.

     11.  This Contract may be amended at any time by agreement of the parties
provided that the amendment shall be approved both by the vote of a majority of
the Directors of the Corporation, including a majority of the Directors who are
not parties to this Contract or interested persons of any such party to this
Contract (other than as Directors of the Corporation) cast in person at a
meeting called for that purpose, and on behalf of a Fund by a majority of the
outstanding voting securities of such Fund.

     12.  The Corporation and the Funds are hereby expressly put on notice of
the limitation of liability as set forth in the Articles of Incorporation of the
Adviser and agree that the obligations assumed by the Adviser pursuant to this
Contract shall be limited in any case to the Adviser and its assets and, except
to the extent expressly permitted by the Investment Company Act of 1940, as
amended, the Corporation and the Funds shall not seek satisfaction of any such
obligation from the shareholders of the Adviser, the Directors, officers,
employees, or agents of the Adviser, or any of them.

     13.  The parties hereto acknowledge that Federated Investors, has reserved
the right to grant the non-exclusive use of the name "Federated" or any
derivative thereof to any other investment company, investment company
portfolio, investment adviser, distributor or other business enterprise, and to
withdraw from the Corporation and one or more of the Funds the use of the name
"Federated".  The name "Federated" will continue to be used by the Corporation
and each Fund so long as such use is mutually agreeable to Federated Investors
and the Corporation.

     14.  This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.

     15.  This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.



                                   EXHIBIT A
                                     to the
                          Investment Advisory Contract
                         World Investment Series, Inc.

                               World Utility Fund

     For all services rendered by Adviser hereunder, the above-named Fund of the
Corporation shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to 1.00 of 1% of the average daily net assets of the Fund.
     The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 1.00 of 1% applied to the daily
net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 1st day of March, 1994.



Attest:                            FEDERATED MANAGEMENT



/s/ John W. McGonigle                        By:/s/ J. Thomas Madden
                    Secretary           Executive Vice President



Attest:                            WORLD INVESTMENT SERIES, INC.



/s/ Byron F. Bowman                     By:/s/ J. Christopher Donahue
               Assistant Secretary                     Vice President


                                   EXHIBIT B
                                     to the
                          Investment Advisory Contract
                         World Investment Series, Inc.

                       Federated Asia Pacific Growth Fund

     For all services rendered by Adviser hereunder, the above-named Fund of the
Corporation shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to 1.10 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 1.10 of 1% applied to the daily
net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 1st day of December, 1995.



Attest:                            FEDERATED GLOBAL RESEARCH CORP.



/s/ Stephen A. Keen                     By: /s/   J. Thomas Madden
                    Secretary           Executive Vice President



Attest:                            WORLD INVESTMENT SERIES, INC.



/s/ S.  Elliott Cohan                        By/s/ Edward C. Gonzales
               Assistant Secretary                     Vice President
                                   EXHIBIT C
                                     to the
                          Investment Advisory Contract
                         World Investment Series, Inc.

                        Federated Emerging Markets Fund

     For all services rendered by Adviser hereunder, the above-named Fund of the
Corporation shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to 1.25 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 1.25 of 1% applied to the daily
net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 1st day of December, 1995.



/s/ Stephen A. Keen                     By: /s/   J. Thomas Madden
                    Secretary           Executive Vice President



Attest:                            WORLD INVESTMENT SERIES, INC.



/s/ S.  Elliott Cohan                        By/s/ Edward C. Gonzales
               Assistant Secretary                     Vice President


                                   EXHIBIT D
                                     to the
                          Investment Advisory Contract
                         World Investment Series, Inc.

                         Federated European Growth Fund

     For all services rendered by Adviser hereunder, the above-named Fund of the
Corporation shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to 1.00 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 1.00 of 1% applied to the daily
net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 1st day of December, 1995.



/s/ Stephen A. Keen                     By: /s/   J. Thomas Madden
                    Secretary           Executive Vice President



Attest:                            WORLD INVESTMENT SERIES, INC.
/s/ S.  Elliott Cohan                        By/s/ Edward C. Gonzales
               Assistant Secretary                     Vice President


                                   EXHIBIT E
                                     to the
                          Investment Advisory Contract
                         World Investment Series, Inc.

                   Federated International Small Company Fund

     For all services rendered by Adviser hereunder, the above-named Fund of the
Corporation shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to 1.25 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 1.25 of 1% applied to the daily
net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 1st day of December, 1995.



/s/ Stephen A. Keen                     By: /s/   J. Thomas Madden
                    Secretary           Executive Vice President



Attest:                            WORLD INVESTMENT SERIES, INC.


/s/ S.  Elliott Cohan                        By/s/ Edward C. Gonzales
               Assistant Secretary                     Vice President


                                   EXHIBIT F
                                     to the
                          Investment Advisory Contract
                         World Investment Series, Inc.

                      Federated Latin American Growth Fund

     For all services rendered by Adviser hereunder, the above-named Fund of the
Corporation shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment advisory
fee equal to 1.25 of 1% of the average daily net assets of the Fund.

     The portion of the fee based upon the average daily net assets of the Fund
shall be accrued daily at the rate of 1/365th of 1.25 of 1% applied to the daily
net assets of the Fund.

     The advisory fee so accrued shall be paid to Adviser daily.

     Witness the due execution hereof this 1st day of December, 1995.


/s/ Stephen A. Keen                     By: /s/   J. Thomas Madden
                    Secretary           Executive Vice President



Attest:                            WORLD INVESTMENT SERIES, INC.



/s/ S.  Elliott Cohan                        By/s/ Edward C. Gonzales



                                                  EXHIBIT 5 (II) UNDER FORM N-1A
                                              EXHIBIT 10 UNDER ITEM 601/REG. S-K

                   ASSIGNMENT OF INVESTMENT ADVISORY CONTRACT


     KNOW ALL MEN BY THESE PRESENTS,

     That FEDERATED MANAGEMENT, a Delaware business trust ("Assignor"), in
consideration of  good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, does hereby sell, assign, transfer and set over
unto FEDERATED GLOBAL RESEARCH CORP., a Delaware  corporation ("Assignee") all
of its rights under an Investment Advisory  Contract made by it with WORLD
INVESTMENT SERIES, INC. dated the 1st day of March, 1994 (the "Contract");

     That the Board of Directors of World Investment Series, Inc. has approved
such assignment based on its determination that this assignment will not result
in the automatic termination of the Contract;

     TO HAVE AND TO HOLD the same to the Assignee absolutely, and Assignee does
hereby assume all obligations of Assignor under or in connection with the
Contract.

     Assignor represents and warrants to Assignee as follows:

     1.   A true and complete copy of the Contract and all amendments and
          supplements thereto is attached to this Assignment as Exhibit A;

     2.   The Contract is valid and enforceable in accordance with its terms
          except as such enforceability may be limited by laws relating to
          insolvency of a party or principles of equity;
     3.   No party to the Contract is in default of any of its terms or
          conditions.  Without limiting the generality of the foregoing,
          Assignor has duly performed all obligations required to be performed
          by it prior to the date hereof.

     Assignee agrees to indemnify and hold Assignor harmless from and against
any obligations arising under the Contract which by the terms of the Contract
are required to be performed by it from and after the date hereof.

     IN WITNESS WHEREOF, the parties have executed this Assignment on the 20th
day of November, 1995.


Attest:                            FEDERATED MANAGEMENT


/s/ Stephen A. Keen                /s/  J. Thomas Madden
                                                        ----------


                              FEDERATED GLOBAL RESEARCH  CORP.






                                                   EXHIBIT 6 (I) UNDER FORM N-1A
                                               EXHIBIT 1 UNDER ITEM 601/REG. S-K

                         WORLD INVESTMENT SERIES, INC.

DISTRIBUTOR'S CONTRACT

     AGREEMENT made this 1st day of March, 1994, by and between WORLD INVESTMENT
SERIES, INC. (the "Corporation"), a Maryland Corporation, and FEDERATED
SECURITIES CORP. ("FSC"), a Pennsylvania Corporation.

     In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:

     1.   The Corporation hereby appoints FSC as its agent to sell and
distribute shares of the Corporation which may be offered in one or more series
(the "Funds") consisting of one or more classes (the "Classes") of shares (the
"Shares"), as described and set forth on one or more exhibits to this Agreement,
at the current offering price thereof as described and set forth in the current
Prospectuses of the Corporation.  FSC hereby accepts such appointment and agrees
to provide such other services for the Corporation, if any, and accept such
compensation from the Corporation, if any, as set forth in the applicable
exhibit to this Agreement.

     2.   The sale of any Shares may be suspended without prior notice whenever
in the judgment of the Corporation it is in its best interest to do so.

     3.   Neither FSC nor any other person is authorized by the Corporation to
give any information or to make any representation relative to any Shares other
than those contained in the Registration Statement, Prospectuses, or Statements
of Additional Information ("SAIs") filed with the Securities and Exchange
Commission, as the same may be amended from time to time, or in any supplemental
information to said Prospectuses or SAIs approved by the Corporation.  FSC
agrees that any other information or representations other than those specified
above which it or any dealer or other person who purchases Shares through FSC
may make in connection with the offer or sale of Shares, shall be made entirely
without liability on the part of the Corporation.  No person or dealer, other
than FSC, is authorized to act as agent for the Corporation for any purpose.
FSC agrees that in offering or selling Shares as agent of the Corporation, it
will, in all respects, duly conform to all applicable state and federal laws and
the rules and regulations of the National Association of Securities Dealers,
Inc., including its Rules of Fair Practice.  FSC will submit to the Corporation
copies of all sales literature before using the same and will not use such sales
literature if disapproved by the Corporation.

     4.   This Agreement is effective with respect to each Class as of the date
of execution of the applicable exhibit and shall continue in effect with respect
to each Class presently set forth on an exhibit and any subsequent Classes added
pursuant to an exhibit during the initial term of this Agreement for one year
from the date set forth above, and thereafter for successive periods of one year
if such continuance is approved at least annually by the Directors of the
Corporation including a majority of the members of the Board of Directors of the
Corporation who are not interested persons of the Corporation and have no direct
or indirect financial interest in the operation of any Distribution Plan
relating to the Corporation or in any related documents to such Plan (Directors)
cast in person at a meeting called for that purpose.  If a Class is added after
the first annual approval by the Directors as described above, this Agreement
will be effective as to that Class upon execution of the applicable exhibit and
will continue in effect until the next annual approval of this Agreement by the
Directors and thereafter for successive periods of one year, subject to approval
as described above.

     5.   This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a majority
of the Disinterested Directors or by a majority of the outstanding voting
securities of the particular Fund or Class on not more than sixty (60) days'
written notice to any other party to this Agreement.  This Agreement may be
terminated with regard to a particular Fund or Class by FSC on sixty (60) days'
written notice to the Corporation.

     6.   This Agreement may not be assigned by FSC and shall automatically
terminate in the event of an assignment by FSC as defined in the Investment
Company Act of 1940, as amended, provided, however, that FSC may employ such
other person, persons, corporation or corporations as it shall determine in
order to assist it in carrying out its duties under this Agreement.

     7.   FSC shall not be liable to the Corporation for anything done or
omitted by it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed by this
Agreement.

     8.   This Agreement may be amended at any time by mutual agreement in
writing of all the parties hereto, provided that such amendment is approved by
the Directors of the Corporation including a majority of the Disinterested
Directors of the Corporation cast in person at a meeting called for that
purpose.

     9.   This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.

     10.   (a) Subject to the conditions set forth below, the Corporation agrees
to indemnify and hold harmless FSC and each person, if any, who controls FSC
within the meaning of Section 15 of the Securities Act of 1933 and Section 20 of
the Securities Act of 1934, as amended, against any and all loss, liability,
claim, damage and expense whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement, any Prospectuses or
SAIs (as from time to time amended and supplemented) or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, unless such statement or omission
was made in reliance upon and in conformity with written information furnished
to the Corporation about FSC by or on behalf of FSC expressly for use in the
Registration Statement, any Prospectuses and SAIs or any amendment or supplement
thereof.

               If any action is brought against FSC or any controlling person
thereof with respect to which indemnity may be sought against the Corporation
pursuant to the foregoing paragraph, FSC shall promptly notify the Corporation
in writing of the institution of such action and the Corporation shall assume
the defense of such action, including the employment of counsel selected by the
Corporation and payment of expenses.  FSC or any such controlling person thereof
shall have the right to employ separate counsel in any such case, but the fees
and expenses of such counsel shall be at the expense of FSC or such controlling
person unless the employment of such counsel shall have been authorized in
writing by the Corporation in connection with the defense of such action or the
Corporation shall not have employed counsel to have charge of the defense of
such action, in any of which events such fees and expenses shall be borne by the
Corporation.  Anything in this paragraph to the contrary notwithstanding, the
Corporation shall not be liable for any settlement of any such claim of action
effected without its written consent.  The Corporation agrees promptly to notify
FSC of the commencement of any litigation or proceedings against the Corporation
or any of its officers or Directors or controlling persons in connection with
the issue and sale of Shares or in connection with the Registration Statement,
Prospectuses, or SAIs.

          (b)  FSC agrees to indemnify and hold harmless the Corporation, each
of its Directors, each of its officers who have signed the Registration
Statement and each other person, if any, who controls the Corporation within the
meaning of Section 15 of the Securities Act of 1933, but only with respect to
statements or omissions, if any, made in the Registration Statement or any
Prospectus, SAI, or any amendment or supplement thereof in reliance upon, and in
conformity with, information furnished to the Corporation about FSC by or on
behalf of FSC expressly for use in the Registration Statement or any Prospectus,
SAI, or any amendment or supplement thereof.  In case any action shall be
brought against the Corporation or any other person so indemnified based on the
Registration Statement or any Prospectus, SAI, or any amendment or supplement
thereof, and with respect to which indemnity may be sought against FSC, FSC
shall have the rights and duties given to the Corporation, and the Corporation
and each other person so indemnified shall have the rights and duties given to
FSC by the provisions of subsection (a) above.

               (c)  Nothing herein contained shall be deemed to protect any
person against liability to the Corporation or its shareholders to which such
person would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of the duties of such person or by reason of
the reckless disregard by such person of the obligations and duties of such
person under this Agreement.

               (d)  Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940, as amended, for
Directors, officers, FSC and controlling persons of the Corporation by the
Corporation pursuant to this Agreement, the Corporation is aware of the position
of the Securities and Exchange Commission as set forth in the Investment Company
Act Release No. IC-11330.  Therefore, the Corporation undertakes that in
addition to complying with the applicable provisions of this Agreement, in the
absence of a final decision on the merits by a court or other body before which
the proceeding was brought, that an indemnification payment will not be made
unless in the absence of such a decision, a reasonable determination based upon
factual review has been made (i) by a majority vote of a quorum of non-party
Disinterested Directors, or (ii) by independent legal counsel in a written
opinion that the indemnitee was not liable for an act of willful misfeasance,
bad faith, gross negligence or reckless disregard of duties.  The Corporation
further undertakes that advancement of expenses incurred in the defense of a
proceeding (upon undertaking for repayment unless it is ultimately determined
that indemnification is appropriate) against an officer, Trustee/Director, FSC
or controlling person of the Corporation will not be made absent the fulfillment
of at least one of the following conditions: (i) the indemnitee provides
security for his undertaking; (ii) the Corporation is insured against losses
arising by reason of any lawful advances; or (iii) a majority of a quorum of
non-party Disinterested Directors or independent legal counsel in a written
opinion makes a factual determination that there is reason to believe the
indemnitee will be entitled to indemnification.

     11.  If at any time the Shares of any Fund are offered in two or more
Classes, FSC agrees to adopt compliance standards as to when a class of shares
may be sold to particular investors.

     12.  This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.


                                   Exhibit A
                                     to the
                             Distributor's Contract

                         World Investment Series, Inc.

                      World Utility Fund - Class A Shares


     In consideration of the mutual covenants set forth in the Distributor's
Contract dated March 1, 1994, between World Investment Series, Inc. and
Federated Securities Corp., World Investment Series, Inc. executes and delivers
this Exhibit on behalf of the Class A Shares of World Utility Fund, first set
forth in this Exhibit.

     Witness the due execution hereof this 1st day of March, 1994.



ATTEST:                       WORLD INVESTMENT SERIES, INC.



 /s/ John W. McGonigle                  By: /s/ Richard B. Fisher
                    Secretary                          President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


 /s/ S. Elliott Cohan                   By: /s/ John A. Staley, IV
                    Secretary                Executive Vice President
(SEAL)


                                   Exhibit B
                                     to the
                             Distributor's Contract

                         World Investment Series, Inc.

                      World Utility Fund - Fortress Shares


     The following provisions are hereby incorporated and made part of the
Distributor's Contract dated the 1st day of March, 1994, between World
Investment Series, Inc. and Federated Securities Corp. with respect to Classes
of the Funds set forth above.

     1.   The Corporation hereby appoints FSC to engage in activities
principally intended to result in the sale of shares of the above-listed Classes
("Shares").  Pursuant to this appointment, FSC is authorized to select a group
of brokers ("Brokers") to sell Shares at the current offering price thereof as
described and set forth in the respective prospectuses of the Corporation, and
to render administrative support services to the Corporation and its
shareholders.  In addition, FSC is authorized to select a group of
administrators ("Administrators") to render administrative support services to
the Corporation and its shareholders.

     2.   Administrative support services may include, but are not limited to,
the following functions:  1) account openings:  the Broker or Administrator
communicates account openings via computer terminals located on the Broker's or
Administrator's premises; 2) account closings:  the Broker or Administrator
communicates account closings via computer terminals; 3) enter purchase
transactions:  purchase transactions are entered through the Broker's or
Administrator's own personal computer or through the use of a toll-free
telephone number; 4) enter redemption transactions:  Broker or Administrator
enters redemption transactions in the same manner as purchases; 5) account
maintenance:  Broker or Administrator provides or arranges to provide accounting
support for all transactions.  Broker or Administrator also wires funds and
receives funds for Corporation share purchases and redemptions, confirms and
reconciles all transactions, reviews the activity in the Corporation's accounts,
and provides training and supervision of its personnel; 6) interest posting:
Broker or Administrator posts and reinvests dividends to the Corporation's
accounts; 7) prospectus and shareholder reports:  Broker or Administrator
maintains and distributes current copies of prospectuses and shareholder
reports; 8) advertisements:  the Broker or Administrator continuously advertises
the availability of its services and products; 9) customer lists:  the Broker or
Administrator continuously provides names of potential customers; 10) design
services:  the Broker or Administrator continuously designs material to send to
customers and develops methods of making such materials accessible to customers;
and 11) consultation services:  the Broker or Administrator continuously
provides information about the product needs of customers.

     3.   During the term of this Agreement, the Corporation will pay FSC for
services pursuant to this Agreement, a monthly fee computed at the annual rate
of .25 of 1% of the average aggregate net asset value of the shares of the World
Utility Fund - Fortress Shares held during the month.  For the month in which
this Agreement becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that the
Agreement is in effect during the month.

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

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

     6.   FSC will prepare reports to the Board of Directors of the Corporation
on a quarterly basis showing amounts expended hereunder including amounts paid
to Brokers and Administrators and the purpose for such payments.

     In consideration of the mutual covenants set forth in the Distributor's
Contract dated March 1, 1994, between World Investment Series, Inc. and
Federated Securities Corp., World Investment Series, Inc. executes and delivers
this Exhibit on behalf of the Funds, and with respect to the separate Classes of
Shares thereof, first set forth in this Exhibit.

     Witness the due execution hereof this 1st day of March, 1994.


ATTEST:                       World Investment Series, Inc.



 /s/ John W. McGonigle                  By: /s/ Richard B. Fisher
                    Secretary                          President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


 /s/ S. Elliott Cohan                   By: /s/ John A. Staley, IV
                    Secretary                Executive Vice President
(SEAL)




                                   Exhibit C
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                                 CLASS B SHARES
       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the World Utility
     Fund, and with respect to the Class B Shares thereof, first set forth in
     this Exhibit.
       Witness the due execution hereof this 1st day of June, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ John W. McGonigle         By: /s/ Richard B. Fisher
Secretary                                          President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ S. Elliott Cohan          By:/s/ John W. McGonigle
Secretary                           Executive Vice President
(SEAL)




                                   Exhibit D
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                                 CLASS C SHARES
       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the World Utility
     Fund, and with respect to the Class C Shares thereof, first set forth in
     this Exhibit.
       Witness the due execution hereof this 1st day of June, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ John W. McGonigle         By: /s/ Richard B. Fisher
Secretary                                          President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ S. Elliott Cohan                By:/s/ John W. McGonigle
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit E
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                 CLASS A SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.25 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated Asia
     Pacific Growth Fund, and with respect to the Class A Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)


                                   Exhibit F
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                 CLASS B SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated Asia
     Pacific Growth Fund, and with respect to the Class B Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit G
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                 CLASS C SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated Asia
     Pacific Growth Fund, and with respect to the Class C Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit H
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                 CLASS A SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.25 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     Emerging Markets Fund, and with respect to the Class A Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit I
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                 CLASS B SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     Emerging Markets Fund, and with respect to the Class B Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit J
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                 CLASS C SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     Emerging Markets Fund, and with respect to the Class C Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit K
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                 CLASS A SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.25 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     European Growth Fund, and with respect to the Class A Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit L
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                 CLASS B SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     European Growth Fund, and with respect to the Class B Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit M
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                 CLASS C SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     European Growth Fund, and with respect to the Class C Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit N
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                 CLASS A SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.25 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     International Small Company Fund, and with respect to the Class A Shares
     thereof, first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit O
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                 CLASS B SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     International Small Company Fund, and with respect to the Class B Shares
     thereof, first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit P
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                 CLASS C SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated
     International Small Company Fund, and with respect to the Class C Shares
     thereof, first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit Q
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                 CLASS A SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.25 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated Latin
     American Growth Fund, and with respect to the Class A Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit R
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                 CLASS B SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated Latin
     American Growth Fund, and with respect to the Class B Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President
(SEAL)



                                   Exhibit S
                                     to the
                             Distributor's Contract

                         WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                 CLASS C SHARES

       The following provisions are hereby incorporated and made part of the
     Distributor's Contract dated March 1, 1994, between World Investment
     Series, Inc. and Federated Securities Corp. with respect to the Class of
     shares set forth above.
  1.  The Corporation hereby appoints FSC to engage in activities principally
      intended to result in the sale of shares of the above-listed Class
      ("Shares"). Pursuant to this appointment, FSC is authorized to select a
      group of financial institutions ("Financial Institutions") to sell
      Shares at the current offering price thereof as described and set forth
      in the respective prospectuses of the Corporation.
  2.  During the term of this Agreement, the Corporation will pay FSC for
      services pursuant to this Agreement, a monthly fee computed at the
      annual rate of 0.75 of 1% of the average aggregate net asset value of
      the Shares held during the month. For the month in which this Agreement
      becomes effective or terminates, there shall be an appropriate proration
      of any fee payable on the basis of the number of days that the Agreement
      is in effect during the month.
  3.  FSC may from time-to-time and for such periods as it deems appropriate
      reduce its compensation to the extent any Class's expenses exceed such
      lower expense limitation as FSC may, by notice to the Corporation,
      voluntarily declare to be effective.
  4.  FSC will enter into separate written agreements with various firms to
      provide certain of the services set forth in Paragraph 1 herein. FSC, in
      its sole discretion, may pay Financial Institutions a periodic fee in
      respect of Shares owned from time to time by their clients or customers.
      The schedules of such fees and the basis upon which such fees will be
      paid shall be determined from time to time by FSC in its sole
      discretion.
  5.  FSC will prepare reports to the Board of Directors of the Corporation on
      a quarterly basis showing amounts expended hereunder including amounts
      paid to Financial Institutions and the purpose for such expenditures.
       In consideration of the mutual covenants set forth in the
     Distributor's Contract dated March 1, 1994 between World Investment
     Series, Inc. and Federated Securities Corp., World Investment Series,
     Inc. executes and delivers this Exhibit on behalf of the Federated Latin
     American Growth Fund, and with respect to the Class C Shares thereof,
     first set forth in this Exhibit.
       Witness the due execution hereof this 1st day of December, 1995.

ATTEST:                       WORLD INVESTMENT SERIES, INC.



/s/ S. Elliott Cohan          By: /s/ Richard B. Fisher
Asst. Secretary                                    President
(SEAL)

ATTEST:                       FEDERATED SECURITIES CORP.


/s/ Byron F. Bowman           By: /s/ Edward C. Gonzales
Secretary                           Executive Vice President



                                                      EXHIBIT 15 UNDER FORM N-1A
                                               EXHIBIT 1 UNDER ITEM 601/REG. S-K

                         WORLD INVESTMENT SERIES, INC.
                                RULE 12b-1 PLAN

     This Plan ("Plan") is adopted as of this 1st day of March, 1994, by the
Board of Directors of World Investment Series, Inc. (the "Corporation"), a
Maryland corporation with respect to certain classes of shares ("Classes") of
the portfolios of the Corporation (the "Funds") set forth in exhibits hereto.

     1.   This Plan is adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended ("Act"), so as to allow the Corporation to make
payments as contemplated herein, in conjunction with the distribution of Classes
of the Funds ("Shares").

     2.   This Plan is designed to finance activities of Federated Securities
Corp. ("FSC") principally intended to result in the sale of Shares to include:
(a) providing incentives to financial institutions ("Institutions") to sell
Shares; (b) advertising and marketing of Shares to include preparing, printing
and distributing prospectuses and sales literature to prospective shareholders
and with Institutions; and (c) implementing and operating the Plan.  In
compensation for services provided pursuant to this Plan, FSC will be paid a fee
in respect of the following Classes set forth on the applicable exhibit.

     3.   Any payment to FSC in accordance with this Plan will be made pursuant
to the "Distributor's Contract" entered into by the Corporation and FSC.  Any
payments made by FSC to Institutions with funds received as compensation under
this Plan will be made pursuant to the "Rule 12b-1 Agreement" entered into by
FSC and the Institution.
     4.   FSC has the right (i) to select, in its sole discretion, the
Institutions to participate in the Plan and (ii) to terminate without cause and
in its sole discretion any Rule 12b-1 Agreement.

     5.   Quarterly in each year that this Plan remains in effect, FSC shall
prepare and furnish to the Board of Directors of the Corporation, and the Board
of Directors shall review, a written report of the amounts expended under the
Plan and the purpose for which such expenditures were made.

     6.   This Plan shall become effective with respect to each Class (i) after
approval by majority votes of:  (a) the Corporation's Board of Directors; (b)
the members of the Board of the Corporation who are not interested persons of
the Corporation and have no direct or indirect financial interest in the
operation of the Corporation's Plan or in any related documents to the Plan
("Disinterested Directors"), cast in person at a meeting called for the purpose
of voting on the Plan; and (c) the outstanding voting securities of the
particular Class, as defined in Section 2(a)(42) of the Act and (ii) upon
execution of an exhibit adopting this Plan with respect to such Class.

     7.   This Plan shall remain in effect with respect to each Class presently
set forth on an exhibit and any subsequent Classes added pursuant to an exhibit
during the initial year of this Plan for the period of one year from the date
set forth above and may be continued thereafter if this Plan is approved with
respect to each Class at least annually by a majority of the Corporation's Board
of Directors and a majority of the Disinterested Directors, cast in person at a
meeting called for the purpose of voting on such Plan.  If this Plan is adopted
with respect to a Class after the first annual approval by the Directors as
described above, this Plan will be effective as to that Class upon execution of
the applicable exhibit pursuant to the provisions of paragraph 6(ii) above and
will continue in effect until the next annual approval of this Plan by the
Directors and thereafter for successive periods of one year subject to approval
as described above.
     8.   All material amendments to this Plan must be approved by a vote of the
Board of Directors of the Corporation and of the Disinterested Directors, cast
in person at a meeting called for the purpose of voting on it.

     9.   This Plan may not be amended in order to increase materially the costs
which the Classes may bear for distribution pursuant to the Plan without being
approved by a majority vote of the outstanding voting securities of the Classes
as defined in Section 2(a)(42) of the Act.

     10.  This Plan may be terminated with respect to a particular Class at any
time by: (a) a majority vote of the Disinterested Directors; or (b) a vote of a
majority of the outstanding voting securities of the particular Class as defined
in Section 2(a)(42) of the Act; or (c) by FSC on 60 days' notice to the
Corporation.

     11.  While this Plan shall be in effect, the selection and nomination of
Disinterested Directors of the Corporation shall be committed to the discretion
of the Disinterested Directors then in office.

     12.  All agreements with any person relating to the implementation of this
Plan shall be in writing and any agreement related to this Plan shall be subject
to termination, without penalty, pursuant to the provisions of Paragraph 10
herein.

     13.  This Plan shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.


                                   EXHIBIT A
                                     to the
                                Rule 12b-1 Plan

                         WORLD INVESTMENT SERIES, INC.

                      World Utility Fund - Fortress Shares


     This Plan is adopted by World Investment Series, Inc. with respect to the
Class of Shares of the Corporation set forth above.

     In compensation for the services provided pursuant to this Plan, FSC will
be paid a monthly fee computed at the annual rate of .25 of 1% of the average
aggregate net asset value of the Fortress Shares of World Utility Fund held
during the month.

     Witness the due execution hereof this 1st day of March, 1994.


                              WORLD INVESTMENT SERIES, INC.


                              By:/s/ Richard B. Fisher
                                                  President


                                   EXHIBIT B
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                                 CLASS B SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class B Shares of World
     Utility Fund held during the month.
       Witness the due execution hereof this 1st day of June, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By: /s/ Richard B. Fisher
                              President



                                   EXHIBIT C
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                               WORLD UTILITY FUND
                                 CLASS C SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class C Shares of World
     Utility Fund held during the month.
       Witness the due execution hereof this 1st day of June, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT D
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                 CLASS A SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.25 of 1% of
     the average aggregate net asset value of the Class A Shares of Federated
     Asia Pacific Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT E
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                 CLASS B SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class B Shares of Federated
     Asia Pacific Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT F
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                       FEDERATED ASIA PACIFIC GROWTH FUND
                                 CLASS C SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class C Shares of Federated
     Asia Pacific Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT G
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                 CLASS A SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.25 of 1% of
     the average aggregate net asset value of the Class A Shares of Federated
     Emerging Markets Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT H
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                 CLASS B SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class B Shares of Federated
     Emerging Markets Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT I
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                        FEDERATED EMERGING MARKETS FUND
                                 CLASS C SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class C Shares of Federated
     Emerging Markets Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT J
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                 CLASS A SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.25 of 1% of
     the average aggregate net asset value of the Class A Shares of Federated
     European Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT K
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                 CLASS B SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class B Shares of Federated
     European Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT L
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                         FEDERATED EUROPEAN GROWTH FUND
                                 CLASS C SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class C Shares of Federated
     European Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT M
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                 CLASS A SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.25 of 1% of
     the average aggregate net asset value of the Class A Shares of Federated
     International Small Company Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT N
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                 CLASS B SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class B Shares of Federated
     International Small Company Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT O
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                   FEDERATED INTERNATIONAL SMALL COMPANY FUND
                                 CLASS C SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class C Shares of Federated
     International Small Company Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT P
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                 CLASS A SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.25 of 1% of
     the average aggregate net asset value of the Class A Shares of Federated
     Latin American Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT Q
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                 CLASS B SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class B Shares of Federated
     Latin American Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher
                              President


                                   EXHIBIT R
                                     to the
                               Distribution Plan
                         WORLD INVESTMENT SERIES, INC.
                      FEDERATED LATIN AMERICAN GROWTH FUND
                                 CLASS C SHARES

       This Distribution Plan is adopted by World Investment Series, Inc.
     with respect to the Class of Shares of the portfolio of the Corporation
     set forth above.
       In compensation for the services provided pursuant to this Plan, FSC
     will be paid a monthly fee computed at the annual rate of 0.75 of 1% of
     the average aggregate net asset value of the Class C Shares of Federated
     Latin American Growth Fund held during the month.
       Witness the due execution hereof this 1st day of December, 1995.

                              WORLD INVESTMENT SERIES, INC.


                              By:  /s/ Richard B. Fisher



                                   Exhibit 18 under Form N-1A
                                   Exhibit 24 under Item 601/Reg. S-K

                               POWER OF ATTORNEY


     Each person whose signature appears below hereby constitutes and appoints
the Secretary and Assistant Secretary of WORLD INVESTMENT
SERIES, INC. and the Deputy General Counsel of Federated Investors, and each of
them, their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names, place and stead, in
any and all capacities, to sign any and all documents to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means
of the Securities and Exchange Commission's electronic disclosure system known
as EDGAR; and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.


SIGNATURES                    TITLE                          DATE


/s/ John F. Donahue           Chairman and DirectorNovember 21, 1995
John F. Donahue                (Chief Executive Officer)


/s/ Richard B. Fisher         President and DirectorNovember 21, 1995
Richard B. Fisher


/s/ David M. Taylor           Treasurer         November 21, 1995
David M. Taylor                 (Principal Financial and
                                 Accounting Officer)


/s/ Thomas G. Bigley          Director          November 21, 1995
Thomas G. Bigley


/s/ John T. Conroy, Jr.       Director          November 21, 1995
John T. Conroy, Jr.




SIGNATURES                    TITLE                          DATE


/s/ William J. Copeland       Director          November 21, 1995
William J. Copeland


/s/ James E. Dowd             Director          November 21, 1995
James E. Dowd


/s/ Lawrence D. Ellis         Director          November 21, 1995
Lawrence D. Ellis, M.D.
/s/ Edward L. Flaherty, Jr.   Director          November 21, 1995
Edward L. Flaherty, Jr.


/s/ Peter E. Madden           Director          November 21, 1995
Peter E. Madden


/s/ Gregor F. Meyer           Director          November 21, 1995
Gregor F. Meyer


/s/ John E. Murray, Jr.       Director          November 21, 1995
John E. Murray, Jr.


/s/ Wesley W. Posvar          Director          November 21, 1995
Wesley W. Posvar


/s/ Marjorie P. Smuts         Director          November 21, 1995
Marjorie P. Smuts


Sworn to and subscribed before me this  21st  day of   November     , 1995.
                                       -             --        -----


(SEAL)
/s/ Marie M. Hamm
                  --------------------------------------------

                    Notarial Seal
            Marie M. Hamm, Notary Public
             Plum Boro, Allegheny County
      My Commission Expires September 16, 1996



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