WORLD INVESTMENT SERIES INC
497, 1995-08-01
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WORLD UTILITY FUND
(A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
CLASS A SHARES
CLASS B SHARES
CLASS C SHARES
COMBINED PROSPECTUS

The shares of World Utility Fund (the "Fund") offered by this prospectus
represent interests in the Fund, which is a diversified investment portfolio in
World Investment Series, Inc. (the "Corporation"), an open-end, management
investment company (a mutual fund).

The Fund's investment objective is to provide total return. The Fund invests
primarily in securities issued by domestic and foreign companies in the
utilities industries.

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

This prospectus contains the information you should read and know before you
invest in Class A Shares, Class B Shares and Class C 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, Class C Shares and Fortress Shares dated July 26,
1995, with the Securities and Exchange Commission. The information contained in
the Combined Statement of Additional Information is incorporated by reference
into this prospectus. You may request a copy of the Combined Statement of
Additional Information, which is in paper form only, or a paper copy of this
prospectus, if you have received it electronically, free of charge by calling
1-800-235-4669. To obtain other information or make inquiries about the Fund,
contact your financial institution.

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

Prospectus dated July 26, 1995



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

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

Financial Highlights...........................................................4

Synopsis.......................................................................5

Liberty Family of Funds........................................................6
  Federated LifeTrack Program
     (Class A Shares and Class C Shares).......................................7

Investment Information.........................................................8
  Investment Objective.........................................................8
  Investment Policies..........................................................8

Risk Factors and Investment Considerations
  Other Investment Policies...................................................12

  Investment Limitations......................................................14

Net Asset Value...............................................................14

Investing in the Fund.........................................................15

How To Purchase Shares........................................................16
  Investing in Class A Shares.................................................16
  Investing in Class B Shares.................................................18
  Investing in Class C Shares.................................................19
  Special Purchase Features...................................................20

Exchange Privilege............................................................21

How To Redeem Shares..........................................................23
  Special Redemption Features.................................................24
  Contingent Deferred Sales Charge............................................24
  Elimination of Contingent
     Deferred Sales Charge....................................................25

Account and Share Information.................................................26

Fund Information..............................................................27
  Management of the Fund......................................................27
  Distribution of Shares......................................................28
  Administration of the Fund..................................................30
  Brokerage Transactions......................................................30
  Expenses of the Corporation and Shares......................................31

Shareholder Information.......................................................32
  Voting Rights...............................................................32

Tax Information...............................................................32
  Federal Income Tax..........................................................32
  Pennsylvania Personal
     Property Taxes...........................................................33

Performance Information.......................................................33

Other Classes of Shares.......................................................34

Addresses.....................................................................35



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

                            SUMMARY OF FUND EXPENSES
                               WORLD UTILITY FUND
                 (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
<TABLE>
<S>                                                                                                   <C>        <C>
                                                      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 average net assets)
Management Fee (after waiver) (2)..............................................................................       0.00%
12b-1 Fee......................................................................................................       None
Total Other Expenses (after expense reimbursement).............................................................       1.50%
     Shareholder Services Fee.......................................................................       0.25%
          Total Class A Shares Operating Expenses (3)..........................................................       1.50%

</TABLE>

(1)  Class A Shares purchased under a 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.

(2)  The management fee has been reduced to reflect the voluntary waiver of the
     management fee. The adviser can terminate this voluntary waiver at any time
     at its sole discretion. The maximum management fee is 1.00%.

(3)  The total Class A Shares operating expenses in the table above are based on
     expenses expected during the fiscal year ending November 30, 1995. The
     total operating expenses were 0.25% for the fiscal period ended November
     30, 1994 and would have been 4.68% absent the voluntary waiver of the
     management fee and the voluntary reimbursement of certain other expenses.

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

<TABLE>
<CAPTION>
EXAMPLE                                                                                              1 year     3 years
<S>                                                                                                 <C>        <C>
You would pay the following expenses on a $1,000 investment assuming
(1) 5% annual return and (2) redemption at the end of each time period............................     $74       $100
</TABLE>

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


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

                            SUMMARY OF FUND EXPENSES
                               WORLD UTILITY FUND
                 (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
<TABLE>
<S>                                                                                                   <C>        <C>
                                                      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)..............................................................................       0.00%
12b-1 Fee......................................................................................................       0.75%
Total Other Expenses (after expense reimbursement).............................................................       1.50%
    Shareholder Services Fee........................................................................       0.25%
        Total Class B Shares Operating Expenses (3)(4).........................................................       2.25%

</TABLE>

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

(2)  The estimated management fee has been reduced to reflect the anticipated
     voluntary waiver of the management fee. The adviser can terminate this
     voluntary waiver at any time at its sole discretion. The maximum management
     fee is 1.00%.

(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 5.43%
     absent the anticipated voluntary waiver of the management fee and the
     anticipated voluntary reimbursement of certain other operating expenses.

 *  Total Class B Shares operating expenses are estimated based on average
    expenses expected to be incurred during the period ending November 30, 1995.
    During the course of this period, expenses may be more or less than the
    average amount shown.

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

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

<TABLE>
<CAPTION>
EXAMPLE                                                                                                 1 year     3 years
<S>                                                                                                    <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and (2)
redemption at the end of each time period............................................................     $79       $114
You would pay the following expenses on the same investment, assuming no redemption..................     $23        $70
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE CLASS B SHARES' FISCAL YEAR ENDING
NOVEMBER 30, 1995.


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

                            SUMMARY OF FUND EXPENSES
                               WORLD UTILITY FUND
                 (A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
<TABLE>
<S>                                                                                                   <C>        <C>
                                                      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)..............................................................................       0.00%
12b-1 Fee......................................................................................................       0.75%
Total Other Expenses (after expense reimbursement).............................................................       1.50%
    Shareholder Services Fee........................................................................       0.25%
         Total Class C Shares Operating Expenses (3)...........................................................       2.25%

</TABLE>

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

(2)  The estimated management fee has been reduced to reflect the anticipated
     voluntary waiver of the management fee. The adviser can terminate this
     voluntary waiver at any time at its sole discretion. The maximum management
     fee is 1.00%.

(3)  The total Class C Shares operating expenses are estimated to be 5.43%
     absent the anticipated voluntary waiver of the management fee and the
     anticipated voluntary reimbursement of certain other operating expenses.

 *  Total Class C Shares operating expenses are estimated based on average
    expenses expected to be incurred during the period ending November 30, 1995.
    During the course of this period, expenses may be more or less than the
    average amount shown.

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

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

<TABLE>
<CAPTION>
EXAMPLE                                                                                               1 year     3 years
<S>                                                                                                  <C>        <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return and (2)
redemption at the end of each time period..........................................................     $33        $70
You would pay the following expenses on the same investment, assuming no redemption................     $23        $70
</TABLE>

    THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE CLASS C SHARES' FISCAL YEAR ENDING
NOVEMBER 30, 1995.


--------------------------------------------------------------------------------
                      FINANCIAL HIGHLIGHTS--CLASS A SHARES
                               WORLD UTILITY FUND
--------------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

The following table has been audited by Ernst & Young LLP, the Fund's
independent auditors. Their report dated January 12, 1995 on the Fund's
financial statements for the period from March 17, 1994 (start of business) to
November 30, 1994, and the financial highlights for the period from April 21,
1994 (date of initial public investment) to November 30, 1994 is included in the
Statement of Additional Information.

Class B Shares and Class C Shares were not being offered as of November 30,
1994. The financial highlights presented below are historical information for
Class A Shares.

<TABLE>
<CAPTION>
                                                                                                       PERIOD ENDED
                                                                                                       NOVEMBER 30,
                                                                                                           1994*
<S>                                                                                                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                     $   10.06
---------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
---------------------------------------------------------------------------------------------------
  Net investment income                                                                                       0.24
---------------------------------------------------------------------------------------------------
  Net realized and unrealized gain (loss) on investment and foreign currency transactions                    (0.46)
---------------------------------------------------------------------------------------------------        -------
  Total from investment operations                                                                           (0.22)
---------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
---------------------------------------------------------------------------------------------------
  Dividends to shareholders from net investment income                                                       (0.17)
---------------------------------------------------------------------------------------------------        -------
NET ASSET VALUE, END OF PERIOD                                                                           $    9.67
---------------------------------------------------------------------------------------------------        -------
TOTAL RETURN*                                                                                                (3.00%)
---------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
---------------------------------------------------------------------------------------------------
  Expenses                                                                                                    0.25%(b)
---------------------------------------------------------------------------------------------------
  Net investment income                                                                                       5.10%(b)
---------------------------------------------------------------------------------------------------
  Expense waiver/reimbursement (a)                                                                            4.43%(b)
---------------------------------------------------------------------------------------------------
SUPPLEMENTAL DATA
---------------------------------------------------------------------------------------------------
  Net assets, end of period (000 omitted)
                                                                                                                $4,948
---------------------------------------------------------------------------------------------------
  Portfolio turnover rate                                                                                        7    %
---------------------------------------------------------------------------------------------------
</TABLE>

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

 ** Reflects operations for the period from April 21, 1994 (date of initial
    public investment) to November 30, 1994. For the period from the start of
    business, March 17, 1994, to April 20, 1994, Class A Shares had no public
    investment.

 (a) The Adviser waived all of its investment advisory fee, 1.00%, and
     reimbursed other operating expenses, 0.86%, to comply with certain state
     expense limitations. The remainder of the reimbursement was voluntary. This
     expense decrease is reflected in both the expense and net investment income
     ratios shown above.

 (b) Computed on an annualized basis.

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


 -------------------------------------------------------------------------------
                                    SYNOPSIS

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 Fund to offer separate series of shares representing
interests in separate portfolios of securities. The shares in any one portfolio
may be offered in separate classes. As of the date of this prospectus, the Board
of Directors ("Directors") has established four classes of shares for the Fund,
known as Class A Shares, Class B Shares, Class C Shares and Fortress Shares.
This prospectus relates only to the Class A Shares, Class B Shares and Class C
Shares of the Fund (individually and collectively as the context requires,
"Shares").

Shares of the Fund are designed to give institutions and individuals a
convenient means of seeking total return without undue risk through a
professionally managed, diversified portfolio comprised primarily of foreign and
domestic utility securities. The Fund is not intended to provide a complete
investment program for an investor.

For information on how to purchase the Shares offered by this prospectus, 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.

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

The Fund also pays a shareholder services fee at an annual rate not to exceed
0.25% of the Fund's 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 principal underwriter ("Federated Funds") can be found under "Exchange
Privilege."

Federated Management is the investment adviser (the " Investment Adviser") to
the Fund and receives compensation for its services. The Investment Adviser's
address is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.

Investors should be aware of the following general observations. The Fund may
make certain investments and employ certain investment techniques that involve
risks, including 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. In addition, there exist certain risks
associated with utilities industries. 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:

 .American Leaders Fund, providing growth of capital and income through
 high-quality stocks;

 .Capital Growth Fund, providing appreciation of capital primarily through equity
 securities;

 .Fund for U.S. Government Securities, Inc., providing current income through
 long-term U.S. government securities;

 .Federated Bond Fund, providing current income through high-quality corporate
 debt;

 .Federated Growth Strategies Fund, providing appreciation of capital primarily
 through equity securities of companies with above-average growth in earnings
 and dividends, or of companies where significant fundamental changes are taking
 place;

 .Federated Small Cap Strategies Fund, providing capital appreciation primarily
 through common stocks of small and medium-sized companies;

 .International Equity Fund, providing long-term capital growth and income
 through international securities;

 .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;

 .Liberty Equity Income Fund, Inc., providing above-average income and capital
 appreciation through income producing equity securities;

 .Liberty High Income Bond Fund, Inc., providing high current income through
 high-yielding, lower-rated corporate bonds;

 .Liberty Municipal Securities Fund, Inc., providing a high level of current
 income exempt from federal regular income tax through municipal bonds;

 .Liberty U.S. Government Money Market Trust, providing current income consistent
 with stability of principal through high-quality U.S. government securities;

 .Liberty Utility Fund, Inc., providing current income and long-term growth of
 income, primarily through electric, gas, and communications utilities;

 .Limited Term Fund, providing a high level of current income consistent with
 minimum fluctuation in principal value through investment grade securities;

 .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;

 .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;

 .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;

 .Strategic Income Fund, providing a high level of current income, primarily
 through domestic and foreign corporate debt obligations; and

 .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.

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.

FEDERATED LIFETRACKTM PROGRAM (CLASS A SHARES AND CLASS C SHARES)

The Fund is also a member of the Federated LifeTrackTM Program sold through
financial representatives. Federated LifeTrackTM is an integrated program of
investment options, plan recordkeeping, and consultation services for 401(k) and
other participant-directed benefit and savings plans. Under the Program,
employers or plan trustees may select a group of investment options to be
offered in a plan which also uses the Program for recordkeeping and
administrative services. Additional fees are charged to participating plans for
these services. As part of the Program, exchanges may readily be made between
investment options selected by the employer or a plan trustee.

Other funds participating in the Federated LifeTrackTM Program are: American
Leaders Fund, Inc., Capital Growth Fund, Capital Preservation Fund, Federated
Growth Strategies Fund, Federated Small Cap Strategies Fund, Fund for U.S.
Government Securities, Inc., International Equity Fund, International Income
Fund, Liberty Equity Income Fund, Inc., Liberty High Income Bond Fund, Inc.,
Liberty Utility Fund, Inc., Prime Cash Series, Stock and Bond Fund, Inc. and
Strategic Income Fund.

With respect to Class A Shares, no sales load is imposed on purchases made by
qualified retirement plans with over $1 million invested in funds participating
in the Federated LifeTrackTM Program.


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

INVESTMENT OBJECTIVE

The investment objective of the Fund is to provide total return. The investment
objective may be changed by the Directors without the approval of shareholders.
Shareholders will be notified in writing at least 30 days prior to any change in
the investment objective. Any such change may result in the Fund having an
investment objective different from the investment objective which a shareholder
considered appropriate at the time of investment in the Fund. 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. Unless
indicated otherwise, the policies may be changed by the Directors without the
approval of shareholders. Shareholders will be notified before any material
changes in these policies become effective.

INVESTMENT POLICIES

The Fund will seek to achieve its investment objective by investing at least 65%
of its total assets in securities issued by domestic and foreign companies in
the utilities industries. For these purposes, companies will be considered to be
in the utilities industries if, in the opinion of the Investment Adviser, they
are primarily engaged in the ownership or operation of facilities used to
generate, transmit, or distribute electricity, telephone communications, cable
and other pay television services, radio-telephone communications, gas, or
water.

The Fund's portfolio will at all times include issuers located in at least three
countries, although the Investment Adviser expects to invest in more than three
countries. It is expected that, under normal circumstances, the assets of the
Fund invested in the U.S. securities will be higher than that invested in
securities of any other single country. At times, the Fund may have more than
65% of its total assets invested in foreign securities.

The Fund may invest up to 35% of its total assets in securities of issuers that
are outside the utilities industries. Such investments may consist of common
stocks, debt securities, preferred stocks, or other securities issued by either
U.S. or foreign companies, governments, or governmental instrumentalities. Some
of these issuers may be in industries related to the utilities industries and,
therefore, may be subject to similar considerations. The prices of fixed income
securities fluctuate inversely to the direction of interest rates. The prices of
longer term bonds fluctuate more widely in response to market interest rate
changes.

Debt obligations in the portfolio, at the time they are purchased, generally
will be limited to those which fall in one of the following categories: (i)
rated BBB or better by Standard & Poor's Ratings Group ("S&P") or Baa or better
by Moody's Investors Service, Inc., ("Moody's") or (ii) determined by the
Investment Adviser to be of investment grade and not rated by either of the
aforementioned rating services. However, the Fund may invest up to 35% of the
value of its total assets in lower-rated convertible and non-convertible debt
obligations that are not investment grade bonds (i.e., "junk bonds"), but are
rated CCC or better by S&P or Caa or better by Moody's or are not rated but
determined by the Investment Adviser to be of comparable quality. Securities
rated BB, B, and CCC by S&P or Ba, B, and Caa by Moody's either have speculative
characteristics or are predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the obligations.
Debt obligations that are not determined to be investment grade are high-yield,
high-risk bonds, typically subject to greater market fluctuations, and
securities in the lowest rating category may be in danger of loss
of income and principal due to an issuer's default. To a greater extent than
investment grade bonds, the value of lower-rated bonds tends 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 high-rated, lower-yielding
bonds. The 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. In the event the rating on an issue held in the Fund's portfolio
is changed by the ratings services (or, for an unrated issue, in the
determination of the Investment Adviser), such event will be considered by the
Investment Adviser in its evaluation of the overall investment merits of that
security, but will not necessarily result in the automatic sale of the security.
A description of the rating categories is contained in the Appendix to the
Prospectus.

For temporary defensive purposes and to maintain liquidity in anticipation of
favorable investment opportunities, the Fund may invest in short-term money
market instruments including securities of other investment companies,
certificates of deposit, obligations issued or guaranteed by the United States
government or its agencies or instrumentalities, commercial paper rated not
lower than A-1 by S&P, Prime-1 by Moody's, or repurchase agreements.

-------------------------------------------------------
                          RISK FACTORS AND INVESTMENT
                                 CONSIDERATIONS

The Fund will attempt to meet its investment objective by being at least 65%
invested in securities issued by companies in the domestic and foreign utilities
industries. There exist certain risks associated with the utilities industries
and with foreign securities of which investors in the Fund should be aware.

                      CONSIDERATIONS OF UTILITY SECURITIES

There are certain risks and considerations affecting utility companies, and the
holders of utility company securities, which an investor should take into
account when investing in those securities. Factors which may adversely affect
utility companies include: difficulty in financing large construction programs
during inflationary periods; technological innovations which may cause existing
plants, equipment, or products to become less competitive or obsolete; the
impact of natural or man-made disasters (especially on regional utilities);
increased costs or reductions in production due to the unavailability of
appropriate types of fuel; seasonally or occasionally reduced availability or
higher cost of natural gas; and reduced demand due to energy conservation among
customers. Furthermore, the revenues of domestic and foreign utility companies
generally reflect the economic growth and developments in the geographic areas
in which they do business.

In addition, most utility companies in the United States and in foreign
countries are subject to government regulation. Generally, the purpose of such
regulation is to ensure desirable levels of service and adequate capacity to
meet public demand. To this end, prices are often regulated to enable consumers
to obtain service at what is perceived to be a fair price, while attempting to
provide utility companies with a rate of return sufficient to attract capital
investment necessary for continued operation and necessary growth. Recently,
utility regulators have permitted utilities to diversify outside of their
original geographic regions and their traditional lines of business. While the
Investment Adviser believes that these opportunities will permit certain utility
companies to earn more than their traditional regulated rates of return, other
companies may be forced to defend their core businesses and may be less
profitable. Of course, there can be no assurance that all of the regulatory
policies described in this paragraph will continue in the future.

In addition to the effects of regulation described in the previous paragraph,
utility companies may also be adversely affected by the following regulatory
considerations: the development and implementation of a national energy policy;
the differences between regulatory policies of different jurisdictions (or
different regulators which have concurrent jurisdiction); shifts in regulatory
policies; adequacy of rate increases; and future regulatory legislation.

Foreign utility companies may encounter different risks and opportunities than
those located in the United States. Foreign utility companies may be more
heavily regulated than their United States counterparts. Many foreign utility
companies currently use fuels which cause more pollution than fuels used by
United States utilities; in the future, it may be necessary for such foreign
utility companies to invest heavily in pollution control equipment or otherwise
meet pollution restrictions. Rapid growth in certain foreign economies may
encourage the growth of utility industries in those countries. Although many
foreign utility companies are currently government-owned, the Investment Adviser
believes that it is likely that some foreign governments will seek to
"privatize" their utility companies, (i.e., transfer ownership to private
investors).

In addition to the foregoing considerations which affect most utility companies,
there are specific considerations which affect specific utility industries:

                                    ELECTRIC

The electric utility industry is made up of companies that are engaged in the
generation, transmission, and sale of electric energy. Domestic electric utility
companies have generally been favorably affected by lower fuel and financing
costs and the completion of major construction programs. Some electric utilities
are able to sell power outside of their traditional geographic areas. Electric
utility companies have historically been subject to increases in fuel and other
operating costs, high interest costs on borrowing needed for capital
construction programs, compliance with environmental and safety regulations, and
changes in the regulatory climate.

In the United States, the construction and operation of nuclear power facilities
is subject to a high degree of regulatory oversight by the Nuclear Regulatory
Commission and state agencies with concurrent jurisdiction. In addition, the
design, construction, licensing and operation of nuclear power facilities have
been subject to lengthy delays and unanticipated costs due to changes in
regulatory policy, regional political actions, and lawsuits. Furthermore, during
rate authorizations, utility regulators may disallow the inclusion in electric
rates of the higher operating costs and capital expenditures resulting from
these delays and unanticipated costs, including the costs of a nuclear facility
which a utility company may never be able to use.

                               TELECOMMUNICATIONS

The telephone industry is large and highly concentrated. The greatest portion of
this segment is comprised of companies which distribute telephone services and
provide access to the telephone networks. While many telephone utility
companies have diversified into other businesses in recent years, the
profitability of telephone utility companies could be adversely affected by
increasing competition, technology innovations, and other structural changes in
the industry. Cable television companies are typically local monopolies, subject
to scrutiny by both utility regulators and municipal governments. Emerging
technologies and legislation encouraging local competition are combining to
threaten these monopolies and may slow future growth rates of these companies.
The radio telecommunications segment of this industry, including cellular
telephone, is in its early developmental phases and is characterized by
emerging, rapidly growing companies.

                                      GAS

Gas transmission and distribution companies are undergoing significant changes.
In the United States, the Federal Energy Regulatory Commission is reducing its
regulation of interstate transmission of gas. While gas utility companies have
in the recent past been adversely affected by disruptions in the oil industry,
increased concentration, and increased competition, the Investment Adviser
believes that environmental considerations should benefit the gas industry in
the future.

                                     WATER

Water utility companies purify, distribute, and sell water. This industry is
highly fragmented because most of the water supplies are owned by local
authorities. Water utility companies are generally mature and are experiencing
little or no per capita volume growth. The Investment Adviser believes that
favorable investment opportunities may result if anticipated consolidation and
foreign participation in this industry occur.

The Fund occasionally takes advantage of the unusual opportunities for higher
returns available from investing in developing countries. These investments,
however, carry considerably more volatility and risk because they are associated
with less mature economies and less stable political systems.

                                 EXCHANGE RATES

Foreign securities are denominated in foreign currencies. Therefore, the value
in U.S. dollars of the Fund's assets and income may be affected by changes in
exchange rates and regulations. Although the Fund values its assets daily in
U.S. dollars, it will not convert its holding 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 realize a profit on the
difference between the prices at which they buy and sell.

                               FOREIGN COMPANIES

Other differences between investing in foreign and U.S. companies include: less
publicly available information about foreign companies; the lack of uniform
financial accounting standards applicable to foreign companies; less readily
available market quotations on foreign companies; differences in government
regulation and supervision of foreign stock exchanges, brokers, listed
companies, and banks; generally lower foreign stock market volume; the
likelihood that foreign securities may be less liquid or more volatile; foreign
brokerage changes which adversely affect investments in some countries; and
difficulties which may be encountered in obtaining or enforcing a court judgment
abroad.

                            U.S. GOVERNMENT POLICIES

In the past, U.S. government policies have discouraged or restricted certain
investments abroad by investors such as the Fund. Although the Fund is unaware
of any current restrictions, investors are advised that these policies could be
reinstituted.


OTHER INVESTMENT POLICIES

                         FOREIGN CURRENCY TRANSACTIONS

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

The Fund may also enter into foreign currency transactions to protect Fund
assets against adverse changes in foreign currency exchange rates or exchange
control regulations. Such changes could unfavorably affect the value of Fund
assets which are denominated in foreign currencies, such as foreign securities
or funds deposited in foreign banks, as measured in U.S. dollars. Although
foreign currency transactions 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.

                  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 on the Fund's records and
are maintained until the contract has been settled. 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 the trade date and settlement date will vary between twenty-four
hours and thirty 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 previously 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 Fund's assets denominated in that currency. No more than 30% of the
Fund's assets will be committed to forward contracts for hedging purposes at any
time. (This restriction does not include forward contracts entered into to
settle securities transactions.)

                             REPURCHASE AGREEMENTS

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


                        LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Fund may lend its portfolio
securities to broker/dealers, banks, or other institutional borrowers of
securities. The Fund will limit the amount of portfolio securities it may lend
to not more than one-third of its total assets. 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 Fund's Board of Directors and will receive collateral in cash or United
States government securities that will be maintained in an amount equal to at
least 100% of the current market value of the securities loaned.

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

                       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 restriction on resale under
federal securities law. To the extent these securities are deemed to be
illiquid, the Fund will limit its purchases together with other securities
considered to be illiquid to 15% of its net assets.

                            WHEN-ISSUED AND DELAYED
                             DELIVERY TRANSACTIONS

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

                              COVERED CALL OPTIONS

The Fund may also write call options on all or any portion of its portfolio to
generate income for the Fund. Call options written by the Fund give the holder
the right to buy the underlying securities of the Fund at the stated exercise
price. The Fund will write call options only on securities either held in its
portfolio or for which it has the right to obtain without payment of further
consideration or for which it has segregated cash in the amount of any
additional consideration. The call options which the Fund writes and sells must
be listed on a recognized options exchange. The Fund's investment in call
options shall not exceed 5% of the Fund's total assets.

INVESTMENT LIMITATIONS

The Fund will not:

 with respect to 75% of its total assets, invest more than 5% of its total
 assets in the securities of any one issuer, except that this restriction does
 not apply to cash and cash items, repurchase agreements, and securities issued


 or guaranteed by the United States government or its agencies or
 instrumentalities, or acquire more than 10% of the outstanding voting
 securities of any one issuer;

 borrow money, issue senior securities, or pledge assets, except, that under
 certain circumstances, the Fund may borrow money and engage in reverse
 repurchase transactions in amounts up to one-third of the value of its total
 assets, including the amounts borrowed, and pledge up to 10% of the value of
 those assets to secure such borrowings.

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

The Fund will not invest more than 25% of its total assets in securities of
companies engaged principally in any one industry other than the utilities
industry, except that this restriction does not apply to cash or cash items and
securities issued or guaranteed by the United States government or its agencies
or instrumentalities.

-------------------------------------------------------
                                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, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.


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

This prospectus offers investors three classes of Shares that carry sales 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 qualify for reduced sales loads. See "Reducing the
Sales Load-- Class A Shares." 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:

<TABLE>
<CAPTION>
                                                   DEALER
                      SALES LOAD    SALES LOAD   CONCESSION
                         AS A          AS A         AS A
                      PERCENTAGE    PERCENTAGE   PERCENTAGE
                       OF PUBLIC      OF NET      OF PUBLIC
     AMOUNT OF         OFFERING       AMOUNT      OFFERING
    TRANSACTION          PRICE       INVESTED       PRICE
<S>                  <C>            <C>         <C>
Less than $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%*
</TABLE>

*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.

No sales load is imposed on purchases made by retirement plans with over $1
million invested in funds available through the Federated LifeTrackTM Program.

                               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.

Effective June 1, 1995, and until further notice the entire amount of the
applicable sales load will be reallowed to dealers. In addition, the distributor
will pay dealers additional bonus payments in an amount equal to 0.50 of 1% of
the public offering price of the Shares sold.

                            REDUCING OR ELIMINATING
                                 THE SALES LOAD

The sales load can be reduced or eliminated on the purchase of Class A Shares
through:

 .quantity discounts and accumulated purchases;

 .concurrent purchases;

 .signing a 13-month letter of intent;

 .using the reinvestment privilege; or

 .purchases with proceeds from redemptions of unaffiliated investment company
 shares.

                             QUANTITY DISCOUNTS AND
                             ACCUMULATED PURCHASES

As shown in the table 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 $90,000 and he purchases $10,000 more at the current public offering price,
the sales load on the additional purchase according to the schedule now in
effect would be 3.75%, not 4.50%.

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 in 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 a right,
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 redeemed 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.

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 will
no longer be subject to a distribution services fee (see "Distribution of
Shares"). Such conversion will be on the basis of the relative net asset values
per share, without the imposition of any sales 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, MA; 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, MA 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. Neither the
Fund nor any of the funds in the Liberty Family of Funds imposes any additional
fees on exchanges. Participants in a retirement plan under the Federated
LifeTrackTM Program may exchange all or some of their Shares for Class A Shares
of other funds offered under the plan at net asset value.

                                 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.

                                 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.)
Participants in a retirement plan under the Program may exchange some or all of
their Shares for Class C Shares of other funds offered under their plan at net
asset value without a contingent deferred sales charge. To the extent that a
shareholder exchanges Shares for Class C Shares in other funds in the 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 may be given in
writing or by telephone. Written instructions may require a signature guarantee.
Shareholders of the Fund may have difficulty in making exchanges by telephone
through brokers and other financial institutions during times of drastic
economic or market changes. If a shareholder cannot contact his broker or
financial institution by telephone, it is recommended that an exchange request
be made in writing and sent by overnight mail to Federated Services Company, 500
Victory Road--2nd Floor, Quincy, Massachusetts 02171.

Instructions for exchanges for retirement plans participating in the Federated
LifeTrackTM Program should be given to the plan administrator.

                             TELEPHONE INSTRUCTIONS

Telephone instructions made by the investor may be carried out only if a
telephone authorization form completed by the investor is on file with the Fund.
If the instructions are given by a broker, a telephone authorization form
completed by the broker must be on file with the Fund. If reasonable procedures
are not followed by the Fund, it may be liable for losses due to unauthorized or
fraudulent telephone instructions. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.

Any Shares held in certificate form cannot be exchanged by telephone but must be
forwarded to Federated Services Company, P.O. Box 8600, Boston, Massachusetts
02266-8600, and deposited to the shareholder's account before being exchanged.
Telephone exchange instructions are recorded and will be binding upon the
shareholder. Such instructions will be processed as of 4:00 p.m. (Eastern time)
and must be received by the Fund before that time for Shares to be exchanged the
same day. Shareholders exchanging into a Fund will 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. Redemptions of Shares held through retirement plans
participating in the Federated LifeTrackTM Program will be governed by the
requirements of the respective plans.

              REDEEMING SHARES THROUGH YOUR FINANCIAL INSTITUTION

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

                         REDEEMING SHARES BY TELEPHONE

Shares may be redeemed in any amount by calling the Fund provided the Fund has a
properly completed authorization form. These forms can be obtained from
Federated Securities Corp. Proceeds will be mailed in the form of a check, to
the shareholder's address of record or by wire transfer to the shareholder's
account at a domestic commercial bank that is a member of the Federal Reserve
System. The minimum amount for a wire transfer is $1,000. Proceeds from redeemed
Shares purchased by check or through ACH will not be wired until that method of
payment has cleared.

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, MA 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 registered or certified mail with the
written request.

If you are requesting a redemption of any amount to be sent to an address other
than that
on record with the Fund, or a redemption payable to a third party, then all
signatures appearing on the written request must be 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. 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 and C Shares.

CONTINGENT DEFERRED SALES CHARGE

Shareholders may be subject to a contingent deferred sales charge upon
redemption of their Shares under the following circumstances:

                                 CLASS A SHARES

Class A Shares purchased under a periodic special offering with the proceeds of
a redemption of Shares of an unaffiliated investment company purchased or
redeemed with a sales 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:



<TABLE>
<CAPTION>
                                CONTINGENT
    YEAR OF REDEMPTION           DEFERRED
      AFTER PURCHASE           SALES CHARGE
<S>                          <C>
First                                5.50%
Second                               4.75%
Third                                   4%
Fourth                                  3%
Fifth                                   2%
Sixth                                   1%
Seventh and thereafter                  0%
</TABLE>

                                 CLASS C SHARES

Shareholders redeeming Class C Shares from their Fund accounts within one full
year of the purchase date of those Shares will be charged a contingent deferred
sales charge by the Fund's distributor of 1.00%. Any applicable contingent
deferred sales charge will be imposed on the lesser of the net asset value of
the redeemed Shares at the time of purchase or the net asset value of the
redeemed Shares at the time of redemption. No contingent deferred sales charge
will be charged for redemptions of Class C Shares from the Federated LifeTrackTM
Program.

                        CLASS A SHARES, CLASS B SHARES,
                               AND CLASS C SHARES

The contingent deferred sales charge will be deducted from the redemption
proceeds otherwise payable to the shareholder and will be retained by the
distributor. The contingent deferred sales charge will not be imposed with
respect to: (1) Shares acquired through the reinvestment of dividends or
distributions of long-term capital gains; and (2) Shares held for more than six
full years from the date of purchase with respect to Class B Shares and one full
year from the date of purchase with respect to Class C Shares and applicable
Class A Shares. Redemptions will be processed in a manner intended to maximize
the amount of redemption which will not be subject to a contingent deferred
sales charge. In computing the amount of the applicable contingent deferred
sales charge, redemptions are deemed to have occurred in the following order:
(1) Shares acquired through the reinvestment of dividends and long-term capital
gains; (2) Shares held for more than six full years from the date of purchase
with respect to Class B Shares and one full year from the date of purchase with
respect to Class C Shares and applicable Class A Shares; (3) Shares held for
fewer than six years with respect to Class B Shares and one full year from the
date of purchase with respect to Class C Shares and applicable Class A Shares on
a first-in, first-out basis. A contingent deferred sales charge is not assessed
in connection with an exchange of Fund Shares for Shares of other funds in the
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

A contingent deferred sales charge will not be charged in connection with
exchanges of Shares for Class A Shares in other Liberty Family Funds or
Federated LifeTrackTM Program funds or redemptions from the Federated
LifeTrackTM Program.

The contingent deferred sales charge will be eliminated with respect to the
following redemptions: (1) redemptions following the death or disability, as
defined in Section 72(m)(7) of the Internal Revenue Code of 1986, of a
shareholder; (2) redemptions representing minimum required distributions from an
Individual Retirement Account or other retirement
plan to a shareholder who has attained the age of 70-1/2; and (3) involuntary
redemptions by the Fund of Shares in shareholder accounts that do not comply
with the minimum balance requirements. No contingent deferred sales charge will
be imposed on redemptions of Shares held by Directors, employees and sales
representatives of the Fund, the distributor, or affiliates of the Fund or
distributor; employees of any financial institution that sells Shares of the
Fund pursuant to a sales agreement with the distributor; and spouses and
children under the age of 21 of the aforementioned persons. Finally, no
contingent deferred sales charge will be imposed on the redemption of Shares
originally purchased through a bank trust department, an investment adviser
registered under the Investment Advisers Act of 1940, 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 AND DISTRIBUTIONS

Dividends are declared and paid quarterly to all shareholders invested in the
Fund on the record date. Distributions of any net realized capital gains will be
made at least once every twelve months. 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 quarter's dividend.

                           ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem Shares in any account, except retirement plans, and pay the proceeds to
the shareholder if the account balance falls below the Class A Share required
minimum value of $500 or the required minimum value of $1,500 for Class B Shares
and Class C Shares. This requirement does not apply, however, if the balance
falls below the


required minimum value because of changes in the net asset value of the
respective Share Class. Before Shares are redeemed to close an account, the
shareholder is notified in writing and allowed 30 days to purchase additional
Shares to meet the minimum requirement.

-------------------------------------------------------
                                FUND INFORMATION

MANAGEMENT OF THE FUND

                               BOARD OF DIRECTORS

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

                               INVESTMENT ADVISER

Under the terms of an Advisory Agreement between the Corporation and Federated
Management, Federated Management will furnish to the Fund such investment
advice, statistical and other factual information as may from time to time be
reasonably requested by the Fund.

                                 ADVISORY FEES

The Investment 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. The
Investment Adviser may voluntarily choose to waive a portion of its fee or
reimburse the Fund for certain operating expenses. The Investment Adviser can
terminate this voluntary reimbursement of expenses at any time at its sole
discretion. The Adviser has also undertaken to reimburse the Fund for operating
expenses in excess of limitations established by certain states.

                              ADVISER'S BACKGROUND

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

Federated Management and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. 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.

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

Both the Corporation and the Investment 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 lace 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 (except for participants in the Federated LifeTrackTM
Program). 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 (CLASS B SHARES AND CLASS C SHARES ONLY) AND SHAREHOLDER
                               SERVICES AGREEMENT

Under a distribution plan adopted in accordance with Investment Company Act Rule
12b-1 (the "Distribution Plan"), Class B Shares and Class C Shares will pay a
fee to the distributor in an amount computed at an annual rate of 0.75 of 1% 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. For 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 0.75 of 1% of each class of Shares' average
daily net assets, it will take the distributor a number of years to recoup the
expenses it has incurred for its sales services and distribution-related support
services pursuant to the Plan.

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

In addition, the Fund has entered into a Shareholder Services Agreement with
Federated Shareholder Services, a subsidiary of Federated Investors, under which
the Fund may make payments up to 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 and loan association) from being an underwriter or distributor
of most securities. In the event the Glass-Steagall Act is deemed to prohibit
depository institutions from acting in the 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 0.50 of 1% of the net asset value
of Class A Shares purchased by their clients or customers under the Federated
LifeTrackTM Program or by certain qualified 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 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:

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

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

                                   CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8604, Boston, Massachusetts
02266-8604, 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, 2100 One Oxford
Centre, Pittsburgh, Pennsylvania 15219.

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.

EXPENSES OF THE CORPORATION AND SHARES

   
Holders of Class A, Class B and Class C Shares pay their allocable portion of
Corporation and portfolio expenses.

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

At present, the only expenses which are allocated specifically to Class A, Class
B, 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,
Class B and Class C Shares as it deems appropriate ("Class Expenses"). In any
case, Class Expenses would be limited to: distribution fees; transfer agent fees
as identified by the transfer agent as attributable to holders of Class A, Class
B and Class C Shares; fees for Shareholder Services; printing and postage
expenses related to preparing and distributing materials such as shareholder
reports, prospectuses and proxies to current shareholders; registration fees
paid to the Securities and Exchange Commission and registration fees paid to
state securities commissions; expenses related to administrative personnel and
services as required to support holders of Class A, Class B and Class C Shares;
legal fees relating solely to Class A, Class B and Class C Shares; and
Directors' fees incurred as a result of issues relating solely to Class A, Class
B and Class C Shares.
    


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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote. All Shares of each portfolio
or class in the Fund have equal voting rights, except that in matters affecting
only a particular portfolio or class, only Shares of that portfolio or class are
entitled to vote.

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

Directors may be removed by a two-thirds vote of the number of Directors prior
to such removal or by a two-thirds vote of the shareholders at a special
meeting. A special meeting of shareholders shall be called by the Directors upon
the written request of shareholders owning at least 10% of the Fund's
outstanding Shares of all series entitled to vote.

-------------------------------------------------------
                                TAX INFORMATION

FEDERAL INCOME TAX

The Fund will pay no federal income tax because it expects to meet requirements
of the Internal Revenue Code, as amended, 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, if any, 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 rate 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.

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 Internal Revenue Code stipulations that would allow shareholders to
claim a foreign tax credit or deduction on their U.S. income tax returns. The
Internal Revenue 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 including Fortress Shares as described under "Other Classes of
Shares."

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

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

The performance information reflects the effect of non-recurring charges, such
as the maximum sales 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, Class C Shares, and Fortress Shares.

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


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

The Fund also offers another class of shares called Fortress Shares. Fortress
Shares are sold primarily to customers of financial institutions subject to a
front-end sales load, a contingent deferred sales charge and a minimum initial
investment of $1,500, unless the investment is in a retirement account in which
the minimum investment is $50.

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

To obtain more information and a prospectus for Fortress Shares, investors may
call 1-800-235-4669 or contact their financial institution.


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

<TABLE>
<S>                 <C>                                                          <C>
World Utility Fund
                    Class A Shares                                               Federated Investors Tower
                    Class B Shares                                               Pittsburgh, Pennsylvania 15222-3779
                    Class C Shares
---------------------------------------------------------------------------------------------------------------------------

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

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

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

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

Transfer Agent and Dividend Disbursing Agent
   
                    Federated Services Company                                   P.O. Box 8600
                                                                                 Boston, Massachusetts 02266-8600
    
---------------------------------------------------------------------------------------------------------------------------
   
Independent Auditors
    
                    Ernst & Young LLP                                            One Oxford Centre
                                                                                 Pittsburgh, Pennsylvania 15219

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



                                             WORLD UTILITY 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
                                             July 26, 1995

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

      FEDERATED INVESTORS TOWER
      PITTSBURGH, PENNSYLVANIA 15222-3779
      Cusip 981487101
      Cusip 981487309       [recycle logo]
      Cusip 981487408
      G00440-03 (7/95)





WORLD UTILITY FUND

(A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.)
CLASS A SHARES
Class B Shares
Class C Shares
Fortress 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 of World Utility Fund  (the "Fund"), each dated
    July 26, 1995 and the prospectus for Fortress Shares of the Fund,
    dated January 31, 1995 . This Statement is not a prospectus
    itself. To receive a copy of any of the prospectuses, write or
    call the Fund.
    
    FEDERATED INVESTORS TOWER
    PITTSBURGH, PENNSYLVANIA 15222-3779
    Statement dated July 26, 1995
    
   
Federated Securities Corp.
Distributor
A subsidiary of FEDERATED
INVESTORS
GENERAL INFORMATION ABOUT THE
FUND                                    1
INVESTMENT OBJECTIVE AND POLICIES       1
 Types of Investments                  1
 When-Issued and Delayed
   Delivery Transactions                1
 Repurchase Agreements                 1
 Lending Portfolio Securities          1
 Portfolio Turnover                    1
   
INVESTMENT LIMITATIONS                  2
    
WORLD INVESTMENT SERIES, INC.
MANAGEMENT                              4
 
 Fund Ownership                        8
 Directors Compensation                9
INVESTMENT ADVISORY SERVICES            9
 Adviser to the Fund                   9
 Advisory Fees                        10
   State Expense Limitations           10
ADMINISTRATIVE SERVICES                10
TRANSFER AGENT AND DIVIDEND
DISBURSING AGENT                       10
BROKERAGE TRANSACTIONS                 10
PURCHASING SHARES                      11
 Distribution Plan (Class B
   Shares, Class C  Shares and
   Fortress Shares) and
   Shareholder Services Agreement      11
 Conversion to Federal Funds          11
 Exchanging Securities for Fund
   Shares                              12
   Tax Consequences                    12
DETERMINING NET ASSET VALUE            12
 Determining Market Value of
   Securities                          12
 Trading in Foreign Securities        12
EXCHANGE PRIVILEGE                     13
 Reduced Sales Load                   13
 Requirements for Exchange            13
 Tax Consequences                     13
 Making an Exchange                   13
   Telephone Instructions              13
REDEEMING SHARES                       13
 Redemption in Kind                   14
TAX STATUS                             14
 The Fund's Tax Status                14
   United Kingdom Taxes                14
 Shareholders' Tax Status             14
   Capital Gains                       14
TOTAL RETURN                           14
YIELD                                  15
PERFORMANCE COMPARISONS                15
   
ABOUT FEDERATED INVESTORS              17
    
APPENDIX                               19
FINANCIAL STATEMENTS                   20
GENERAL INFORMATION ABOUT THE FUND
The Fund is a portfolio in 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 four classes known as Class A Shares,
Class B Shares, Class C Shares and Fortress Shares (individually and
collectively referred to as "Shares" as the context may require). This
Combined Statement of Additional Information relates to all classes of
Shares of the Fund.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to provide total return.
TYPES OF INVESTMENTS
The Fund will seek to achieve its investment objective by investing at
least 65% of its total assets in securities issued by domestic and
foreign companies in the utilities industries. The Fund may also
purchase fixed income securities and foreign government securities;
enter into forward commitments, repurchase agreements, and, without
limit, foreign currency transactions; and maintain reserves in foreign
or U.S. money market instruments.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS
These transactions are made to secure what is considered to be an
advantageous price and 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.
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 deemed by the Fund's adviser to be
creditworthy.
LENDING PORTFOLIO SECURITIES
In order to generate additional income, the Fund may lend its portfolio
securities 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
Corporation's Board of Directors and will receive collateral equal to at
least 100% of the value of the securities loaned. The Fund does not
intend to lend portfolio securities in the current fiscal year.
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.
PORTFOLIO TURNOVER
It is not anticipated that the portfolio trading engaged in by the Fund
will result in its annual rate of portfolio turnover exceeding 100%. The
Fund's investment adviser does not anticipate that portfolio turnover
will result in adverse tax consequences. However, relatively high
portfolio turnover may result in high transaction costs to the Fund.
During the period from April 21, 1994 (date of initial public
investment) through November 30, 1994, the Fund's portfolio turnover
rate was 7%.
INVESTMENT LIMITATIONS
   Lending Cash or Securities
      The Fund will not lend any of its assets except portfolio
      securities up to one-third of the value of its total assets. This
      shall not prevent the purchase or holding of corporate bonds,
      debentures, notes, certificates of indebtedness or other debt
      securities of an issuer, repurchase agreements, or other
      transactions which are permitted by the Fund's investment
      objective and policies.
   Diversification of Investments
      With respect to 75% of the value of its total assets, the Fund
      will not purchase securities of any one issuer (other than cash,
      cash items, or securities issued or guaranteed by the government
      of the United States or its agencies or instrumentalities) if as a
      result more than 5% of the value of its total assets would be
      invested in the securities of that issuer, and the Fund will not
      acquire more than 10% of the outstanding voting securities of any
      one issuer.
   Concentration of Investments
      The Fund will not invest more than 25% of its total assets in
      securities of issuers having their principal business activities
      in one industry, except the utilities industry.
   Issuing Senior Securities and Borrowing Money
      The Fund will not issue senior securities except that the Fund may
      borrow money and engage in reverse repurchase agreements in
      amounts up to one-third of the value of its 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 to
      facilitate management of the portfolio by enabling the Fund to
      meet redemption requests when the liquidation of portfolio
      securities is deemed to be inconvenient or disadvantageous. The
      Fund will not purchase any securities while borrowings exceed 5%
      of the value of its total assets are outstanding.
   Pledging Securities
      The Fund will not mortgage, pledge, or hypothecate securities,
      except when necessary for permissible borrowings. In those cases,
      it may pledge assets having a value of 15% of its assets taken at
      cost.
   Buying on Margin
      The Fund will not purchase any securities on margin but may obtain
      such short-term credits as may be necessary for clearance of
      purchases and sales of securities.
   Underwriting
      The Fund will not underwrite or participate in the marketing of
      securities of other issuers, except as it may be deemed to be an
      underwriter under federal securities law in connection with the
      disposition of its portfolio securities.
   Investing in Real Estate
      The Fund will not invest in real estate or real estate limited
      partnerships, although it may invest in securities secured by real
      estate or interests in real estate or issued by companies,
      including real estate investment trusts, which invest in real
      estate or interests therein.
   Investing in Commodities
      The Fund will not purchase or sell commodities, commodity
      contracts, or commodity futures contracts except that the Fund may
      purchase or sell forward contracts with respect to foreign
      securities or currencies.
Except as noted, the above investment limitations cannot be changed
without shareholder approval. The following limitations, however, may be
changed by the Directors without shareholder approval. Except as noted,
shareholders will be notified before any material change in these
limitations becomes effective.
   Investing in Minerals
      The Fund will not invest in interests in oil, gas, or other
      mineral exploration or development programs or leases, other than
      debentures or equity stock interests.
   Purchasing Securities to Exercise Control
      The Fund will not purchase securities of a company for purpose of
      exercising control or management.
   Investing in Warrants
      The Fund will not invest more than 5% of its assets in warrants,
      including those acquired in units or attached to other securities.
      To comply with certain state restrictions, the Fund will limit its
      investment in such warrants not listed on recognized stock
      exchanges to 2% of its total assets. (If state restrictions
      change, this latter restriction may be revised without notice to
      shareholders.) For purposes of this investment restriction,
      warrants acquired by the Fund in units or attached to securities
      may be deemed to be without value.
   Investing in Securities of Other Investment Companies
      The Fund will not own more than 3% of the total outstanding voting
      stock of any investment company, invest more than 5% of its total
      assets in any investment company, and invest no more than 10% of
      its total assets in investment companies in general. The Fund will
      purchase securities of closed-end investment companies only in
      open-market transactions involving only customary broker's
      commissions. However, these limitations are not applicable if the
      securities are acquired in a merger, consolidation,
      reorganization, or acquisition of assets.
      The Fund will limit its investment in other investment companies
      to those with a sales load of less than 1% that have investment
      objectives and policies similar to its own. While it is the Fund's
      policy to waive its investment advisory fee on assets invested in
      securities of open-end investment companies, it should be noted
      that investment companies incur certain expenses such as custodian
      and transfer agent fees, and, therefore, any investment by the
      Fund in shares of another investment company would be subject to
      such duplicate expenses.
   Investing in New Issuers
      The Fund will not invest more than 5% of the value of its total
      assets in securities of issuers which have records of less than
      three years of continuous operations, including the operation of
      any predecessor.
   Investing in Illiquid Securities
      The Fund will not invest more than 15% of the value of its net
      assets in illiquid securities, including securities not determined
      by the Board of Directors to be liquid, and repurchase agreements
      with maturities longer than seven days after notice.
   Investing in Restricted Securities
      The Fund will not invest more than 5% of its total assets in
      securities subject to restriction on resale under federal
      securities law, except for Section 4(2) commercial paper and other
      restricted securities deemed to be liquid under criteria
      established by the Board of Directors.
   Puts and Calls
      The Fund will not write call options on securities unless the
      securities are held in the Fund's portfolio or unless the Fund is
      entitled to them in deliverable form without further payment or
      after segregating cash in the amount of any further payment. The
      Fund's investment in put or call options, straddles, spreads, or
      any combination thereof shall not exceed 5% of the Fund's total
      assets.
   Investing in Issuers Whose Securities are Owned by Officers and
   Directors of the Corporation
      The Fund will not purchase or retain the securities of any issuer
      if the officers and Directors of the Corporation or its investment
      adviser owning individually more than 1/2 of 1% of the issuer's
      securities together own more than 5% of the issuer's securities.
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not
result in a violation of such restriction.
For purposes of its policies and limitations, the Fund considers
certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and loan having capital, surplus,
and individual profits in excess of $100,000,000 at the time of
investment to be "cash items".
The Fund does not intend to borrow money, pledge securities, or invest
in securities of other investment companies in excess of 5% of the value
of its total assets during the coming fiscal year. In addition, in order
to comply with investment restrictions of certain states, the Fund will
not invest more than 10% of its total assets in the securities of one or
more real estate investment trusts.
The Fund reserves the right to convert to a master/feeder arrangement.
The Fund's portfolio may, notwithstanding any investment policy or
limitation, invest all of its assets in the securities of a single open-
end management investment company with substantially the same investment
objectives, policies and limitations as the Fund.
World Investment Series, Inc. Management
Officers and Directors are listed with their addresses, 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.; Chairman, Passport Research, Ltd.; Director, AEtna Life
and Casualty Company; Chief Executive Officer and Director, Trustee, or
Managing General Partner of the Funds. Mr. Donahue is the father of J.
Christopher Donahue, Vice President of the Company.

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; Director,
Federated Research Corp.; Chairman and Director, Federated Securities
Corp.; President or Vice President of some of the Funds; Director or
Trustee of some of the Funds.

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

Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate:  March 16, 1942
Director
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds; formerly,
President, State Street Bank and Trust Company and State Street Boston
Corporation.

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

John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate:  December 20, 1932
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
Vice President
President and Trustee, Federated Investors, Federated Advisers,
Federated Management, and Federated Research; President and Director,
Federated Research Corp.; President, Passport Research, Ltd.; Trustee,
Federated Administrative Services, Federated Services Company, and
Federated Shareholder Services; President or Vice President of the
Funds; Director, Trustee, or Managing General Partner of some of the
Funds. Mr. Donahue is the son of John F. Donahue, Chairman and Director
of the Company.

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

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

      i
         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.
   
Officers and Directors, as a group, owned approximately 8,841 (1.45%) of
the Fund's outstanding Class A Shares as of July 3, 1995.
    
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Cash Management Trust; Automated
Government Money Trust; California Municipal Cash Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones
& Co. Daily Passport Cash Trust; Federated ARMs Fund; Federated Exchange
Fund, Ltd.; Federated GNMA Trust; Federated Government Trust; Federated
Growth Trust; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Intermediate Government Trust; Federated
Master Trust; Federated Municipal Trust; Federated Short-Intermediate
Government Trust;  Federated Short-Term U.S. Government Trust; Federated
Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress Municipal Income
Fund, Inc.; Fortress Utility Fund, Inc.; Fund for U.S. Government
Securities, Inc.; Government Income Securities, Inc.; High Yield Cash
Trust; Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Investment Series Trust; Liberty Equity Income Fund,
Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal Securities
Fund, Inc.; Liberty U.S. Government Money Market Trust; Liberty Term
Trust, Inc. - 1999; Liberty Utility Fund, Inc.; Liquid Cash Trust;
Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; New York Municipal Cash Trust; 111 Corcoran
Funds; Peachtree Funds; The Planters Funds; RIMCO Monument Funds; The
Shawmut Funds; Short-Term Municipal Trust; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; Trademark
Funds; Trust for Financial Institutions; Trust For Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for
U.S. Treasury Obligations; The Virtus Funds; and World Investment
Series, Inc.
FUND OWNERSHIP
   
As of July 3, 1995, the following shareholders of record owned 5% or
more of the outstanding Class A Shares of the Fund:
Merrill Lynch Pierce Fenner & Smith, Jacksonville, Florida, (as a record
owner holding Class A Shares for its clients) owned approximately 57,091
Class A Shares (9.39%); and BHC Securities Inc., Philadelphia,
Pennsylvania, owned approximately 33,066 Class A Shares (5.44%).
As of July 3, 1995, no shareholders of record owned 5% or more of the
outstanding Class B Shares of the Fund.
As of July 3, 1995, no shareholders of record owned 5% or more of the
outstanding Class C Shares of the Fund.
As of  July 3, 1995, the following shareholders of record owned 5% or
more of the outstanding Fortress Shares of the Fund:
Merrill Lynch Pierce Fenner & Smith, Jacksonville, Florida (as record
owner holding Fortress Shares for its clients) owned approximately
282,530 Fortress Shares (53.18%).
    
DIRECTORS COMPENSATION

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

John F. Donahue,
Chairman and Director         $ -0-                $ -0- for the
Corporation and
                                                   68 investment
companies
Thomas G. Bigley
Director                      $-0-                 $-0- for the
Corporation and
                                                   49 investment
companies
John T. Conroy, Jr.,
Director                      $ -0-                $ 117,202 for the
Corporation and
                                                   64 investment
companies
William J. Copeland,
Director                      $ -0-                $ 117,202 for the
Corporation and
                                                   64 investment
companies
James E. Dowd,
Director                      $ -0-                $ 117,202 for the
Corporation and
                                                   64 investment
companies
Lawrence D. Ellis, M.D.,
Director                      $ -0-                $ 106,460 for the
Corporation and
                                                   64 investment
companies
Richard B. Fisher,
President and Director        $ -0-                $ -0- for the
Corporation and
                                                   8 investment
companies
Edward L. Flaherty, Jr.,
Director                      $ -0-                $ 117,202 for the
Corporation and
                                                   64 investment
companies
Peter E. Madden,
Director                      $ -0-                $ 90,563 for the
Corporation and
                                                   64 investment
companies
Gregor F. Meyer,
Director                      $ -0-                $ 106,460 for the
Corporation and
                                                   64 investment
companies
Wesley W. Posvar,
Director                      $ -0-                $ 106,460 for the
Corporation and
                                                   64 investment
companies
Marjorie P. Smuts,
Director                      $ -0-                $ 106,460 for the
Corporation and
                                                   64 investment
companies

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

INVESTMENT ADVISORY SERVICES
ADVISER TO THE FUND
The Fund's investment adviser is Federated Management (the "Adviser").
It is a subsidiary of Federated Investors. All the voting securities of
Federated Investors are owned by a trust, the trustees of which are John
F. Donahue, his wife, and his son, J. Christopher Donahue.
The Adviser shall not be liable to the Fund or any shareholder 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 Fund.
ADVISORY FEES
For its advisory services, the Adviser receives an annual investment
advisory fee as described in the respective prospectuses. During the
period from March 17, 1994 (start of business) through November 30,
1994, the Adviser earned $36,237, all of which was waived.
   State Expense Limitations
      The Adviser has undertaken to comply with the expense limitations
      established by certain states for investment companies whose
      shares are registered for sale in those states. If the Fund's
      normal operating expenses (including the investment advisory fee,
      but not including brokerage commissions, interest, taxes, and
      extraordinary expenses) exceed 2-1/2% per year of the first $30
      million of average net assets, 2% per year of the next $70 million
      of average net assets, and 1-1/2% per year of the remaining
      average net assets, the Adviser will reimburse the Fund for its
      expenses over the limitation.
      If the Fund's monthly projected operating expenses exceed this
      limitation, the investment advisory fee paid will be reduced by
      the amount of the excess, subject to an annual adjustment. If the
      expense limitation is exceeded, the amount to be reimbursed by the
      Adviser will be limited, in any single fiscal year, by the amount
      of the investment advisory fee.
      This arrangement is not part of the advisory contract and may be
      amended or rescinded in the future.
ADMINISTRATIVE SERVICES
   
Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the respective prospectuses.  Dr. Henry J. Gailliot, an
officer of Federated Management, 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 and Federated Administrative Services.
During the period from March 17, 1994, (start of business) through
November 30, 1994 the Fund incurred administrative services costs of
$38,643.
    
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 Corporation'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
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. The Adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Directors.
The Adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Fund
or to the Adviser and may include:
   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 relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the Adviser or by
affiliates of Federated Investors in advising Federated Funds and other
accounts. To the extent that receipt of these services may supplant
services for which the Adviser or its affiliates might otherwise have
paid, it would tend to reduce their expenses.
During the period from April 21, 1994 (date of initial public
investment) to November 30, 1994 the Fund paid $21,932 in brokerage
commissions for brokerage transactions.
PURCHASING SHARES
Except under certain circumstances described in the respective
prospectuses, Shares are sold at their net asset value (plus a sales
load on Class A Shares and Fortress Shares only) on days the New York
Stock Exchange is open for business. The procedure for purchasing Shares
is explained in the respective prospectuses under "How to Purchase
Shares" and "Investing in Fortress Shares."
   
DISTRIBUTION OF SHARES
Federated Securities Corp. is the principal distributor for Shares of
the Fund.
    
DISTRIBUTION PLAN (CLASS B SHARES, CLASS C  SHARES AND FORTRESS SHARES)
AND SHAREHOLDER SERVICES AGREEMENT
These arrangements permit the payment of fees to financial institutions,
the distributor, and Federated Shareholder Services, to stimulate
distribution activities and to cause services to be provided to
shareholders by a representative who has knowledge of the shareholder's
particular circumstances and goals. These activities and services may
include, but are not limited to, marketing efforts; providing office
space, equipment, telephone facilities, and various clerical,
supervisory, computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records; processing
purchase and redemption transactions and automatic investments of client
account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and
addresses.
By adopting the Distribution Plan, (Class B Shares,  Class C Shares and
Fortress Shares) the Directors expect that the Fund will be able to
achieve a more predictable flow of cash for investment purposes and to
meet redemptions. This will facilitate more efficient portfolio
management and assist the Fund in pursuing its investment objectives. By
identifying potential investors whose needs are served by the Fund's
objectives, and properly servicing these accounts, it may be possible to
curb sharp fluctuations in rates of redemptions and sales.
Other benefits, which may be realized under either arrangement, may
include: (1) providing personal services to shareholders; (2) investing
shareholder assets with a minimum of delay and administrative detail;
(3) enhancing shareholder recordkeeping systems; and (4) responding
promptly to shareholders' requests and inquiries concerning their
accounts.
For the fiscal period from March 17, 1994 (start of business) to
November 30, 1994, payments in the amount of $4,464 for Fortress Shares
were made pursuant to the Distribution Plan, all of which was paid to
financial institutions. In addition, for this period, the Fund paid
shareholder services fees in the amount of $4,595 for Class A Shares and
$4,464 for Fortress Shares, respectively.  Class B Shares and Class C
Shares were not being offered prior to July 26, 1995.

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, FUND DIRECTORS, AND EMPLOYEES
Directors, employees, and sales representatives of the Fund, Federated
Management, 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 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
persons.
These sales are made with the purchaser's written assurance that the
purchase is for investment purposes and that the securities will not be
resold except through redemption by the Fund.
EXCHANGING SECURITIES FOR FUND SHARES
Investors may exchange convertible securities they already own for
Shares, or they may exchange a combination of convertible securities and
cash for Shares. Any securities to be exchanged must meet the investment
objective and policies of the Fund, must have a readily ascertainable
market value, must be liquid, and must not be subject to restrictions on
resale.
The Fund will prepare a list of securities which are eligible for
acceptance and furnish this list to brokers upon request. The Fund
reserves the right to reject any security, even though it appears on the
list, and the right to amend the list of acceptable securities at any
time without notice to brokers or investors.
An investment broker acting for an investor should forward the
securities in negotiable form with an authorized letter of transmittal
to Federated Securities Corp. Federated Securities Corp. will determine
that transmittal papers are in good order and forward to the Fund's
custodian, State Street Bank and Trust Company. The Fund will notify the
broker of its acceptance and valuation of the securities within five
business days of their receipt by State Street Bank.
The Fund values such securities in the same manner as the Fund values
its portfolio securities. The basis of the exchange will depend upon the
net asset value of Shares on the day the securities are valued. One
Share will be issued for each equivalent amount of securities accepted.
Any interest earned on the securities prior to the exchange will be
considered in valuing the securities. All interest, dividends,
subscription, conversion, or other rights attached to the securities
become the property of the Fund, along with the securities.
   Tax Consequences
      Exercise of this exchange privilege is treated as a sale for
      federal income tax purposes. Depending upon the cost basis of the
      securities exchanged for Shares, a gain or loss may be realized by
      the investor.
DETERMINING NET ASSET VALUE
Net asset value generally changes each day. The days on which net asset
value is calculated by the Fund are described in the respective
prospectuses.
DETERMINING MARKET VALUE OF SECURITIES
Market values of the Fund's portfolio securities are determined as
follows:
   o according to the last reported sale price on a recognized
      securities exchange, if available. (If a security is traded on
      more than one exchange, the price on the primary market for that
      security, as determined by the adviser, is used.);
   o according to the last reported bid price, if no sale on the
      recognized exchange is reported or if the security is traded over-
      the-counter;
   o at fair value as determined in good faith by the Corporation's
      Board of Directors; or
   o for short-term obligations with remaining maturities of 60 days or
      less at the time of purchase, at amortized cost, which
      approximates value.
Prices provided by independent pricing services may be determined
without relying exclusively on quoted prices and may consider:
institutional trading in similar groups of securities; yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data.
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 Board of Directors, although the actual
calculation may be done by others.
   
Exchange Privilege (Fortress Shares Only)
    
This section relates only to Fortress Shares of the Fund. For
information regarding the Exchange Privilege for Class A Shares, Class B
Shares, and Class C Shares of the Fund, please see the combined
prospectus for these classes of Shares.
The Securities and Exchange Commission has issued an order exempting the
Fund from certain provisions of the Investment Company Act of 1940. As a
result, Fund shareholders are allowed to exchange all or some of their
Fortress Shares for shares in other Fortress Funds (which are sold with
a sales load different from that of the Fund or with no sales load and
which are advised by subsidiaries or affiliates of Federated Investors)
without the assessment of a contingent deferred sales charge on the
exchanged Shares.
   
The order also allows certain other funds that are not advised by
subsidiaries or affiliates of Federated Investors, which do not have a
sales load, to exchange their shares for Fortress Shares on a basis
other than the current offering price.  These exchanges may be made to
the extent that such shares were acquired in a prior exchange, at net
asset value, for shares of a Federated fund carrying a sales load.
    
REDUCED SALES LOAD
If a shareholder making such an exchange qualifies for a reduction or
elimination of the sales load, the shareholder must notify Federated
Securities Corp.
REQUIREMENTS FOR EXCHANGE
   
Shareholders using this privilege must exchange Fortress Shares having a
net asset value equal to the minimum investment requirements of the fund
into which the exchange is being made. Before the exchange, the
shareholder must receive a prospectus of the fund for which the exchange
is being made.
This privilege is available to shareholders resident in any state in
which the fund shares being acquired may be sold. Upon receipt of proper
instructions and required supporting documents, Fortress Shares
submitted for exchange are redeemed and the proceeds invested in shares
of the other fund.
    
Further information on the exchange privilege and prospectuses for
Fortress Funds or certain Federated funds are available by calling the
Fund.
TAX CONSEQUENCES
Exercise of this exchange privilege is treated as a sale for federal
income tax purposes. Depending upon the circumstances, a short-term or
long-term capital gain or loss may be realized.
MAKING AN EXCHANGE
Instructions for exchanges for Fortress Funds or certain Federated funds
may be given in writing or by telephone. Written instructions may
require a signature guarantee.
   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 or its agents. If the instructions are
      given by a broker, a telephone authorization form completed by the
      broker must be on file with the Fund or its agents. Shares may be
      exchanged between two funds by telephone only if the two funds
      have identical shareholder registrations.
      Telephoned exchange instructions may be recorded. They must be
      received by the transfer agent before 4:00 p.m. (Eastern time) for
      shares to be exchanged that day. If reasonable procedures are not
      followed by the Fund, it may be liable for losses due to
      unauthorized or fraudulent telephone instructions.
REDEEMING SHARES
The Fund redeems Shares at the next computed net asset value after the
Fund receives the redemption request. Shareholder redemptions may be
subject to a contingent deferred sales charge. Redemption procedures are
explained in the respective prospectuses under "How to Redeem Shares" or
"Redeeming Fortress Shares." Although the transfer agent does not charge
for telephone redemptions, it reserves the right to charge a fee for the
cost of wire-transferred redemptions of less than $5,000.
   
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 each class of Shares of the
Fund may be significantly affected on days when shareholders do not have
an opportunity to redeem their Shares.
    
Class B Shares redeemed within six years of purchase, Class C Shares and
applicable Class A Shares redeemed within one year of purchase, and
Fortress Shares redeemed within four years of purchase may be subject to
a contingent deferred sales charge. The amount of the contingent
deferred sales charge is based upon the amount of the administrative fee
paid at the time of purchase by the distributor to the financial
institutions for services rendered, and the length of time the investor
remains a shareholder in the Fund. Should financial institutions elect
to receive an amount less than the 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.
REDEMPTION IN KIND
Although the Fund intends to redeem Shares in cash, it reserves the
right under certain circumstances to pay the redemption price in whole
or in part by a distribution of securities from the Fund's portfolio.
Redemption in kind will be made in conformity with applicable SEC rules,
taking such securities at the same value employed in determining net
asset value and selecting the securities in a manner the Directors
determine to be fair and equitable.
   
The Corporation has elected to be governed by Rule 18f-1 of the
Investment Company Act of 1940 under which the Corporation is obligated
to redeem Shares for any shareholder in cash up to the lesser of
$250,000 or 1% of the Fund's net asset value during any 90-day period.
    
TAX STATUS
THE FUND'S TAX STATUS
The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code, 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.
   United Kingdom Taxes
      The adviser currently understands that an investment company such
      as the Fund is not taxable under the laws of the United Kingdom as
      long as the adviser follows certain operating procedures. To
      comply with these procedures, the adviser will make all investment
      decisions for the Fund and execute all portfolio transactions
      outside the United Kingdom.
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 Fund's cumulative total return from April 21, 1994, (date of initial
public investment) to November 30, 1994 was (8.33%) for Class A Shares.
The cumulative total return from April 21, 1994 (date of initial public
investment) to November 30, 1994 for Fortress Shares was (5.01%). Class
B Shares and Class C Shares were not being offered prior to July 26,
1995.Cumulative total return reflects the Fund's total performance over
a specific period of time. This total return assumes and is reduced by
the payment of the maximum sales load. The Fund's total return is
representative of approximately 7 1/2 months of fund activity since the
Fund's effective date.
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 offering
price per Share at the end of the period. The number of Shares owned at
the end of the period is based on the number of Shares purchased at the
beginning of the period with $1,000, less any applicable sales load on
Class A Shares or Fortress Shares, adjusted over the period by any
additional Shares, assuming the quarterly 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 offering price of Shares redeemed.
Occasionally, total return which does not reflect the effect of the
sales load may be quoted in advertising.
YIELD
For the period ended November 30, 1994, the thirty day yields for Class
A Shares and Fortress Shares were 4.32% and 4.27%, respectively.  Class
B Shares and Class C Shares were not being offered prior to July 26,
1995.
The yield for each class of Shares of the Fund is determined by dividing
the net investment income per share (as defined by the SEC) earned by
the 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 then annualized using semi-annual compounding. This means
that the amount of income generated during the thirty-day period is
assumed to be generated each month over a 12-month period and is
reinvested every six months. The yield does not necessarily reflect
income actually earned by the Fund because of certain adjustments
required by the SEC and, therefore, may not correlate to the dividends
or other distributions paid to the shareholders.
To the extent that financial institutions and broker/dealers charge fees
in connection with services provided in conjunction with an investment
in a class of Shares, the performance will be reduced for those
shareholders paying those fees.
PERFORMANCE COMPARISONS
The performance of each class of Shares depends upon such variables as:
   o portfolio quality;
   o average portfolio maturity;
   o type of instruments in which the portfolio is invested;
   o changes in interest rates and market value of portfolio
      securities;
   o changes in the Fund's or a class of Shares' expenses; and
   o various other factors.
The Fund's performance fluctuates on a daily basis largely because net
earnings and net asset value per Share fluctuate daily. Both net
earnings and net asset value per Share are factors in the computation of
yield and total return.
Investors may use financial publications and/or indices to obtain a more
complete view of the Fund's performance. When comparing performance
investors should consider all relevant factors such as the composition
of any index used, prevailing market conditions, portfolio compositions
of other funds, and methods used to value portfolio securities and
compute offering price. The financial publications and/or indices which
the Fund uses in advertising may include:
   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 specific period of time.
   o EUROPE, AUSTRALIA, AND FAR EAST (EAFE) is a market capitalization
      weighted foreign securities index, which is widely used to measure
      the performance of European, Australian, New Zealand and Far
      Eastern stock markets. The index covers approximately 1,020
      companies drawn from 18 countries in the above regions. The index
      values its securities daily in both U.S. dollars and local
      currency and calculates total returns monthly. EAFE U.S. dollar
      total return is a net dividend figure less Luxembourg withholding
      tax. The EAFE is monitored by Capital International, S.A., Geneva,
      Switzerland.
   o STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS, a
      composite index of common stocks in industry, transportation, and
      financial and public utility companies, can be used to compare to
      the total returns of funds whose portfolios are invested primarily
      in common stocks. In addition, the Standard & Poor's index assumes
      reinvestments of all dividends paid by stocks listed on its index.
      Taxes due on any of these distributions are not included, nor are
      brokerage or other fees calculated in Standard & Poor's figures.
   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 NASDQ-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.
   o DOW JONES COMPOSITE AVERAGE or its component averages--an
      unmanaged index composed of 30 blue-chip industrial corporation
      stocks (Dow Jones Industrial Average), 15 utilities company stocks
      (Dow Jones Utilities Average), and 20 transportation company
      stocks. Comparisons of performance assume reinvestment of
      dividends.
   o DOW JONES WORLD INDUSTRY INDEX or its component indices,
      including, among others, the utility sector.
   o STANDARD & POOR'S 500 STOCK INDEX or its component indices--an
      unmanaged index composed of 400 industrial stocks, 40 financial
      stocks, 40 utilities stocks, and 20 transportation stocks.
      Comparisons of performance assume reinvestment of dividends.
   o THE NEW YORK STOCK EXCHANGE composite or component indices--
      unmanaged indices of all industrial, utilities, transportation,
      and finance stocks listed on the New York Stock Exchange.
   o FINANCIAL TIMES ACTUARIES INDICES--including the FTA-World Index
      (and components thereof), which are based on stocks in major world
      equity markets.
   o LIPPER-MUTUAL FUND PERFORMANCE ANALYSIS AND LIPPER-FIXED INCOME
      FUND PERFORMANCE ANALYSIS--measure of total return and average
      current yield for the mutual fund industry. Rank individual mutual
      fund performance over specified time periods, assuming
      reinvestment of all distributions, exclusive of any applicable
      sales charges.
   o VALUE LINE MUTUAL FUND SURVEY, published by Value Line Publishing,
      Inc.--analyzes price, yield, risk, and total return for equity and
      fixed income mutual funds.  The highest rating is one, and ratings
      are effective for two weeks.
   o MUTUAL FUND SOURCE BOOK, published by Morningstar, Inc.--analyzes
      price, yield, risk, and total return for equity and fixed income
      funds.
   o CDA MUTUAL FUND REPORT, published by CDA Investment Technologies,
      Inc.--analyzes price, current yield, risk, total return, and
      average rate of return (average annual compounded growth rate)
      over specified time periods for the mutual fund industry.
   o VALUE LINE INDEX--an unmanaged index which follows the stocks of
      approximately 1,700 companies.
   o WILSHIRE 5000 EQUITY INDEX--represents the return on the market
      value of all common equity securities for which daily pricing is
      available. Comparisons of performance assume reinvestment of
      dividends.
   o HISTORICAL DATA supplied by the research departments of First
      Boston Corporation, the J. P. Morgan companies, Salomon Brothers,
      Merrill Lynch, Pierce, Fenner & Smith, Smith Barney Shearson and
      Bloomberg L.P.
   o FINANCIAL PUBLICATIONS: The Wall Street Journal, Business Week,
      Changing Times, Financial World, Forbes, Fortune and Money
      magazines, among others--provide performance statistics over
      specified time periods.
   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 CONSUMER PRICE INDEX (OR COST OF LIVING INDEX), published by the
      U.S. Bureau of Labor Statistics--a statistical measure of change,
      over time, in the price of goods and services in major expenditure
      groups.
   o STRATEGIC INSIGHT MUTUAL FUND RESEARCH AND CONSULTING, 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 specific period of
      time.
Advertisements and sales literature for all four classes 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 either class of Shares based on quarterly
reinvestment of dividends over a specified period of time.
From time to time as it deems appropriate, the Fund may advertise the
performance of a 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.
Advertisements may quote performance information which does not reflect
the effect of various sales loads on Class A Shares, Class B Shares,
Class C Shares, and Fortress Shares.
About 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.
In the corporate bond sector, as of December 31, 1994, Federated managed
8 money market funds, 5 investment grade and 4 high yield bond funds
with assets approximating $7.4 billion, $.9 billion and $.8 billion,
respectively.  Federated's corporate bond decision making--based on
intensive, diligent credit analysis--is backed by over 20 years of
experience in the corporate bond sector.  In 1972, Federated introduced
one of the first high-yield bond funds in the industry.  In 17 years
ending December 1994, Federated's high-yield portfolios experienced a
default rate of just 1.86%, versus 3.10% for the market as a whole.  In
1983, Federated was one of the first fund managers to participate in the
asset-backed securities market, a market totaling more than $200
billion.
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 & POOR'S RATINGS GROUP COMMERCIAL PAPER RATING DEFINITIONS
A-1--This highest category 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.
MOODY'S 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:
   o Leading market positions in well established industries.
   o High rates of returns on funds employed.
   o Conservative capitalization structure with moderate reliance on
      debt and ample asset protection.
   o Broad margins in earning coverage of fixed financial charges and
      high internal cash generation.
   o Well-established access to a range of financial markets and
      assured sources of alternate liquidity.

World Utility Fund
Portfolio of Investments
November 30, 1994

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
  Shares                                                                                                Value

-------------  -------------------------------------------------------------------------------------  ------------
Common Stocks--76.4%
----------------------------------------------------------------------------------------------------
               Utility--62.3%
               -------------------------------------------------------------------------------------
        5,000  AT & T Corp.                                                                           $    245,625
               -------------------------------------------------------------------------------------
       70,000  Australian Gas and Light Co.                                                                225,407
               -------------------------------------------------------------------------------------
        5,000  BCE, Inc.                                                                                   166,875
               -------------------------------------------------------------------------------------
        4,000  BellSouth Corp.                                                                             207,500
               -------------------------------------------------------------------------------------
        2,500  British Telecommunications PLC, ADR                                                         148,438
               -------------------------------------------------------------------------------------
       10,000  China Light and Power                                                                        43,058
               -------------------------------------------------------------------------------------
       25,000  China Light and Power, ADR                                                                  107,650
               -------------------------------------------------------------------------------------
        9,000  Cinergy Corp.                                                                               200,250
               -------------------------------------------------------------------------------------
        9,000  Compania Boliviana                                                                          207,000
               -------------------------------------------------------------------------------------
       10,000  DPL, Inc.                                                                                   203,750
               -------------------------------------------------------------------------------------
        4,800  DQE, Inc.                                                                                   145,200
               -------------------------------------------------------------------------------------
        4,500  Duke Power Co.                                                                              183,375
               -------------------------------------------------------------------------------------
        4,000  Empresa Nacional, ADR                                                                       181,000
               -------------------------------------------------------------------------------------
        6,000  Enron Corp.                                                                                 162,000
               -------------------------------------------------------------------------------------
        8,000  Enron Global Power & Pipelines L.L.C.                                                       185,000
               -------------------------------------------------------------------------------------
        6,000  Equitable Resources, Inc.                                                                   162,000
               -------------------------------------------------------------------------------------
        5,000  FPL Group, Inc.                                                                             176,875
               -------------------------------------------------------------------------------------
        6,000  GTE Corp.                                                                                   183,750
               -------------------------------------------------------------------------------------
        7,000  Hong Kong Telecommunications, ADR                                                           135,625
               -------------------------------------------------------------------------------------
       20,000  National Power Co., PLC                                                                     155,340
               -------------------------------------------------------------------------------------
        6,000  NIPSCO Industries, Inc.                                                                     175,500
               -------------------------------------------------------------------------------------
        9,000  Pacific Enterprises                                                                         192,375
               -------------------------------------------------------------------------------------
       10,000  PacifiCorp                                                                                  185,000
               -------------------------------------------------------------------------------------
       10,000  Pinnacle West Capital Corp.                                                                 193,750
               -------------------------------------------------------------------------------------
        6,000  Sonat, Inc.                                                                                 168,750
               -------------------------------------------------------------------------------------
</TABLE>


World Utility Fund
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                    <C>

  Shares or
  Principal
   Amount                                                                                                Value

-------------  -------------------------------------------------------------------------------------  ------------
Common Stocks--continued
----------------------------------------------------------------------------------------------------
               Utility--continued
               -------------------------------------------------------------------------------------
        8,000  Southern Co.                                                                           $    166,000
               -------------------------------------------------------------------------------------
       20,000  Southern Electric PLC                                                                       248,982
               -------------------------------------------------------------------------------------
       80,000  Stet Societa Finanziaria Telefonica                                                         232,110
               -------------------------------------------------------------------------------------
        6,000  Telefonos De Mexico, Series A, Class L, ADR                                                 318,000
               -------------------------------------------------------------------------------------
       40,000  Tenaga Nasional Berhad                                                                      172,164
               -------------------------------------------------------------------------------------
        6,000  Utilicorp United, Inc.                                                                      154,500
               -------------------------------------------------------------------------------------
          600  Veba AG                                                                                     196,690
               -------------------------------------------------------------------------------------
       15,000  Westcoast Energy, Inc.                                                                      255,000
               -------------------------------------------------------------------------------------  ------------
               Total                                                                                     6,084,539
               -------------------------------------------------------------------------------------  ------------
               Non-Utility--14.1%
               -------------------------------------------------------------------------------------
        3,000  American Home Products Corp.                                                                195,375
               -------------------------------------------------------------------------------------
        3,000  Bankers Trust New York Corp.                                                                177,750
               -------------------------------------------------------------------------------------
        5,000  Elf Aquitaine, ADR                                                                          170,000
               -------------------------------------------------------------------------------------
       10,000  Hanson, PLC, ADR                                                                            182,500
               -------------------------------------------------------------------------------------
        7,000  Meditrust, REIT                                                                             208,250
               -------------------------------------------------------------------------------------
        2,000  Royal Dutch Petroleum Co.                                                                   217,250
               -------------------------------------------------------------------------------------
       10,000  YPF Sociedad Anonima, ADR                                                                   226,250
               -------------------------------------------------------------------------------------  ------------
               Total                                                                                     1,377,375
               -------------------------------------------------------------------------------------  ------------
               Total Common Stocks(identified cost $7,711,574)                                           7,461,914
               -------------------------------------------------------------------------------------  ------------
Convertible Securities--17.0%
----------------------------------------------------------------------------------------------------
               Utility--4.8%
               -------------------------------------------------------------------------------------
        3,000  (a)Cointel/Telefonia De Argentina SA, PRIDES, $5.04                                         161,250
               -------------------------------------------------------------------------------------
        4,000  (a)Philippine Long Distance, Conv. Pfd., Series II, $1.44                                   121,852
               -------------------------------------------------------------------------------------
$     200,000  (a)Telekom Malaysia Berhad, Conv. Bond, 4.00%, 10/3/2004                                    184,376
               -------------------------------------------------------------------------------------  ------------
               Total                                                                                       467,478
               -------------------------------------------------------------------------------------  ------------
</TABLE>


World Utility Fund
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                                     <C>

  Shares or
  Principal
   Amount                                                                                                Value

-------------  -------------------------------------------------------------------------------------  ------------
Convertible Securities--continued
----------------------------------------------------------------------------------------------------
               Non-Utility--12.2%
               -------------------------------------------------------------------------------------
$  10,000,000  Bank of Tokyo, Cayman Finance, Conv. Bond, 4.25%, 3/31/2049                            $    114,675
               -------------------------------------------------------------------------------------
        3,000  (a)Freeport McMoRan, Inc., Conv. Pfd., $4.38                                                142,125
               -------------------------------------------------------------------------------------
       10,000  Kaufman and Broad Homes, Inc., Conv. Pfd., Series B, $8.74                                  146,250
               -------------------------------------------------------------------------------------
       20,000  RJR Nabisco Holdings Corp., Conv. Pfd., Series C, $0.60                                     135,000
               -------------------------------------------------------------------------------------
        4,000  Reynolds Metals Co., PRIDES, $3.31                                                          187,000
               -------------------------------------------------------------------------------------
        2,000  Sears, Roebuck & Co., Conv. Pfd., Series A, $3.75                                           111,000
               -------------------------------------------------------------------------------------
        4,000  Tenneco, Inc., Conv. Pfd., Series A, $2.80                                                  150,500
               -------------------------------------------------------------------------------------
       15,000  (a)Westinghouse Electric Corp., PEPS, Series C, $1.30                                       206,250
               -------------------------------------------------------------------------------------  ------------
               Total                                                                                     1,192,800
               -------------------------------------------------------------------------------------  ------------
               Total Convertible Securities (identified cost $1,802,233)                                 1,660,278
               -------------------------------------------------------------------------------------  ------------
*Repurchase Agreement--6.1%
----------------------------------------------------------------------------------------------------
$     595,000  J.P. Morgan Securities, Inc., 5.77%, dated 11/30/94,
               due 12/1/94 (at amortized cost)                                                             595,000
               -------------------------------------------------------------------------------------  ------------
               Total Investments (identified $10,108,807)                                             $  9,717,192+
               -------------------------------------------------------------------------------------  ------------
</TABLE>

The following abbreviations are used in this portfolio:

ADR--American Depository Receipts
PEPS--Participating Equity Preferred Stock
PRIDES--Preferred Redeemable Increased Dividend Equity Securities
REIT--Real Estate Investment Trust

(a) Restricted securities--Investments in securities not registered under the
    Securities Act of 1933. At the end of the period, these securities amounted
    to $815,853 which represents 8.4% of net assets.

  The cost of investments for federal tax purposes amounts to $10,108,807. The
  net unrealized depreciation of investments on a federal tax basis amounts to
  $391,615, which is comprised of $178,677 appreciation and $570,292
  depreciation at November 30, 1994.

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

Note: The categories of investments are shown as a percentage of net assets
($9,769,409) at
      November 30, 1994.

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





World Utility Fund
Statement of Assets and Liabilities
November 30, 1994
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                      <C>            <C>

Assets:
-----------------------------------------------------------------------------------------------------
Investments in securities, at value (identified and tax cost; $10,108,807)                             $  9,717,192
-----------------------------------------------------------------------------------------------------
Cash                                                                                                            763
-----------------------------------------------------------------------------------------------------
Receivable for capital stock sold                                                                            58,255
-----------------------------------------------------------------------------------------------------
Dividend and interest receivable                                                                             48,689
-----------------------------------------------------------------------------------------------------
Deferred expenses                                                                                            15,827
-----------------------------------------------------------------------------------------------------  ------------
    Total assets                                                                                          9,840,726
-----------------------------------------------------------------------------------------------------
Liabilities:
-----------------------------------------------------------------------------------------------------
Payable for capital stock redeemed                                                          $   1,511
------------------------------------------------------------------------------------------
Tax withholding liability                                                                         499
------------------------------------------------------------------------------------------
Accrued expenses                                                                               69,307
------------------------------------------------------------------------------------------  ---------
    Total liabilities                                                                                        71,317
-----------------------------------------------------------------------------------------------------  ------------
Net Assets for 1,010,647 shares of capital stock outstanding                                           $  9,769,409
-----------------------------------------------------------------------------------------------------  ------------
Net Assets consist of:
-----------------------------------------------------------------------------------------------------
Paid-in capital                                                                                        $ 10,140,809
-----------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of investments and translation of assets and
liabilities in foreign currency                                                                            (391,629)
-----------------------------------------------------------------------------------------------------
Accumulated net realized gain (loss) on investment and foreign currency transactions                        (42,265)
-----------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                          62,494
-----------------------------------------------------------------------------------------------------  ------------
    Total Net Assets                                                                                   $  9,769,409
-----------------------------------------------------------------------------------------------------  ------------
Net Asset Value Per Share:
-----------------------------------------------------------------------------------------------------
Class A Shares (net assets of $4,948,082 / 511,506 shares of capital stock outstanding)                       $9.67
-----------------------------------------------------------------------------------------------------  ------------
Fortress Shares (net assets of $4,821,327 / 499,141 shares of capital stock outstanding)                      $9.66
-----------------------------------------------------------------------------------------------------  ------------
Offering Price Per Share:*
-----------------------------------------------------------------------------------------------------
Class A Shares (100/94.5 of $9.67)                                                                           $10.23
-----------------------------------------------------------------------------------------------------  ------------
Fortress Shares (100/99 of $9.66)                                                                             $9.76
-----------------------------------------------------------------------------------------------------  ------------
Redemption Proceeds Per Share:**
-----------------------------------------------------------------------------------------------------
Class A Shares                                                                                                $9.67
-----------------------------------------------------------------------------------------------------  ------------
Fortress Shares (99/100 of $9.66)                                                                             $9.56
-----------------------------------------------------------------------------------------------------  ------------
</TABLE>

 * See "What Shares Cost" in the prospectus.

** See "Contingent Deferred Sales Charge" in the prospectus.
(See Notes which are an integral part of the Financial Statements)


World Utility Fund
Statement of Operations
Period Ended November 30, 1994*
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                                     <C>            <C>

Investment Income:
-----------------------------------------------------------------------------------------------------
Dividend income (net of foreign taxes withheld of $4,614)                                              $  165,756
-----------------------------------------------------------------------------------------------------
Interest income                                                                                            23,447
-----------------------------------------------------------------------------------------------------  ----------
    Total investment income                                                                               189,203
-----------------------------------------------------------------------------------------------------
Expenses:
-----------------------------------------------------------------------------------------------------
Investment advisory fee                                                                     $  36,237
------------------------------------------------------------------------------------------
Administrative personnel and services fees                                                     38,643
------------------------------------------------------------------------------------------
Custodian and portfolio accounting fees                                                        50,483
------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent fees and expenses                                        9,912
------------------------------------------------------------------------------------------
Distribution services fee                                                                       4,464
------------------------------------------------------------------------------------------
Shareholder services fee--Class A Shares                                                        4,595
------------------------------------------------------------------------------------------
Shareholder services fee--Fortress Shares                                                       4,464
------------------------------------------------------------------------------------------
Capital stock registration costs                                                                2,793
------------------------------------------------------------------------------------------
Legal fees                                                                                      4,000
------------------------------------------------------------------------------------------
Printing and postage                                                                            8,000
------------------------------------------------------------------------------------------
Taxes                                                                                           2,500
------------------------------------------------------------------------------------------
Insurance premiums                                                                              4,784
------------------------------------------------------------------------------------------
Miscellaneous                                                                                   3,204
------------------------------------------------------------------------------------------  ---------
    Total expenses                                                                            174,079
------------------------------------------------------------------------------------------
Deduct--
-------------------------------------------------------------------------------
  Waiver of investment advisory fee                           $  36,237
-------------------------------------------------------------------------------
  Reimbursement of other operating expenses               124,319    160,556
-------------------------------------------------------------------------------  ---------  ---------
    Net expenses                                     13,523
--------------------------------------------------------------------------------------------------  ----------
         Net investment income                                                                            175,680
-----------------------------------------------------------------------------------------------------  ----------
Realized and Unrealized Gain (Loss) on Investments and Foreign Currency:
-----------------------------------------------------------------------------------------------------
Net realized gain (loss) on investment and foreign currency transactions (identified cost basis)          (46,782)
-----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments and translation of assets and
liabilities in foreign currency                                                                          (391,629)
-----------------------------------------------------------------------------------------------------  ----------
    Net realized and unrealized gain (loss) on investments and foreign currency                          (438,411)
-----------------------------------------------------------------------------------------------------  ----------
         Change in net assets resulting from operations                                                $ (262,731)
-----------------------------------------------------------------------------------------------------  ----------
</TABLE>

*For the period from March 17, 1994 (start of business) to November 30, 1994.
(See Notes which are an integral part of the Financial Statements)


World Utility Fund
Statement of Changes in Net Assets
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
<S>                                                                                                      <C>
                                                                                                      Period Ended
                                                                                                      November 30,
                                                                                                      1994*

Increase (Decrease) in Net Assets:
-----------------------------------------------------------------------------------------------
Operations--
-----------------------------------------------------------------------------------------------
Net investment income                                                                             $       175,680
-----------------------------------------------------------------------------------------------
Net realized gain (loss) on investment and foreign currency transactions
($42,265 net loss as computed for federal tax purposes)                                                   (46,782)
-----------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on investments
and translation of assets and liabilities in foreign currency                                            (391,629)
-----------------------------------------------------------------------------------------------  -----------------
     Change in net assets resulting from operations                                                      (262,731)
-----------------------------------------------------------------------------------------------  -----------------
Distributions to Shareholders--
-----------------------------------------------------------------------------------------------
Dividends to shareholders from net investment income
-----------------------------------------------------------------------------------------------
  Class A Shares                                                                                          (54,743)
-----------------------------------------------------------------------------------------------
  Fortress Shares                                                                                         (53,926)
-----------------------------------------------------------------------------------------------  -----------------
          Change in net assets resulting from distributions to shareholders                              (108,669)
-----------------------------------------------------------------------------------------------  -----------------
Capital Stock Transactions--
-----------------------------------------------------------------------------------------------
Proceeds from sale of shares                                                                           11,113,812
-----------------------------------------------------------------------------------------------
Net asset value of shares issued to shareholders in payment of dividends declared                          57,563
-----------------------------------------------------------------------------------------------
Cost of shares redeemed                                                                                (1,130,566)
-----------------------------------------------------------------------------------------------  -----------------
     Change in net assets resulting from capital stock transactions                                    10,040,809
-----------------------------------------------------------------------------------------------  -----------------
          Change in net assets                                                                          9,669,409
-----------------------------------------------------------------------------------------------
Net Assets:
-----------------------------------------------------------------------------------------------
Beginning of period                                                                                       100,000
-----------------------------------------------------------------------------------------------  -----------------
End of period (including undistributed net investment income of $62,494)                          $     9,769,409
-----------------------------------------------------------------------------------------------  -----------------
</TABLE>

*For the period from March 17, 1994 (start of business) to November 30, 1994.

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






World Utility Fund
Notes to Financial Statements
November 30, 1994
--------------------------------------------------------------------------------

(1) Organization

World Investment Series, Inc. (the "Corporation") is registered under the
Investment Company Act of 1940, as amended, as an open-end, management
investment company. The Corporation consists of one diversified portfolio, World
Utility Fund (the "Fund")

The Fund provides two classes of shares Class A Shares and Fortress Shares.

(2) Significant Accounting Policies

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

A.   Investment Valuations--Listed equity securities and fixed income securities
     are valued at the last sale price reported on national securities
     exchanges. Unlisted securities and short-term obligations (and private
     placement securities) are generally valued at the prices provided by an
     independent pricing service. Short-term securities with remaining
     maturities of sixty days or less may be stated at amortized cost, which
     approximates value.

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

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

C.   Investment Income, Expenses and Distributions--Dividend income and
     distributions to shareholders are recorded on the ex-dividend date.
     Interest income and expenses are accrued daily. Bond premium and discount,
     if applicable, are amortized as required by the Internal Revenue Code, as
     amended (the "Code").

D.   Foreign Currency Translation--The accounting records of the funds are
     maintained in U.S. dollars. All assets and liabilities denominated in
     foreign currencies ("FC") are translated into U.S. dollars based on the
     rate of exchange of such currencies against U.S. dollars on the date of
     valuation. Purchases and sales of securities, income and expenses are
     translated at the rate of exchange quoted on the respective date that such
     transactions are recorded. Differences


World Utility Fund
--------------------------------------------------------------------------------
     between income and expense amounts recorded and collected or paid are
     adjusted when reported by the custodian bank. The Fund does not isolate
     that portion of the results of operations resulting from changes in foreign
     exchange rates on investments from the fluctuations arising from changes in
     market prices of securities held. Such fluctuations are included with the
     net realized and unrealized gain or loss from investments.

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

E.   Federal Taxes--It is the Fund's policy to comply with the provisions of the
     Code applicable to regulated investment companies and to distribute to
     shareholders each year substantially all of its taxable income.
     Accordingly, no provisions for federal tax are necessary. However, federal
     taxes may be imposed on the Fund upon the disposition of certain
     investments in Passive Foreign Investment Companies. Withholding taxes on
     foreign dividends have been provided for in accordance with the Fund's
     understanding of the applicable country's tax rules and rates. At November
     30, 1994, the Fund, for federal tax purposes, had a capital loss
     carryforward of $42,265, which will reduce the Fund's taxable income
     arising from future net realized gain on investments, if any, to the extent
     permitted by the Code, and thus will reduce the amount of the distributions
     to shareholders which would otherwise be necessary to relieve the Fund of
     any liability for federal tax. Pursuant to the Code, such capital loss
     carryforward will expire in 2002.

F.   When-Issued and Delayed Delivery Transactions--The Fund may engage in
     when-issued or delayed delivery transactions. The Fund records when-issued
     securities on the trade date and maintains security positions such that
     sufficient liquid assets will be available to make payment for the
     securities purchased. Securities purchased on a when-issued or delayed
     delivery basis are marked to market daily and begin earning interest on the
     settlement date.

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


World Utility Fund
--------------------------------------------------------------------------------

     At November 30, 1994, the Fund's portfolio included investments within the
     following countries:



Argentina                   2.3%
Australia                   2.3
France                      1.7
Germany                     2.0
Hong Kong                   2.9
Italy                       2.4
Japan                       1.2
Malaysia                    1.8
Mexico                      3.2
Spain                       1.8
United Kingdom              7.5


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


<TABLE>
<CAPTION>
<S>                                                      <C>                <C>
                                                          Acquisition       Acquisition
                      Security                               Dates              Cost

Cointel/Telefonica De Argentina SA, PRIDES                4/15/94-9/15/94    $  203,575
Philippine Long Distance, Conv. Pfd.                       4/15/94-7/6/94       152,690
Telekom Malaysia Berhad, Conv. Bond                               9/22/94       200,000
Freeport McMoRan, Inc., Conv. Pfd.                               11/15/94       144,000
Westinghouse Electric Corp., PEPS                         4/15/94-9/28/94       205,750
</TABLE>

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

J.   Reclassification--During the current period ended November 30, 1994, the
     Fund adopted Statement of Position 93-2, Determination, Disclosure, and
     Financial Statement Presentation of


World Utility Fund
--------------------------------------------------------------------------------
     Income, Capital Gain, and Return of Capital Distributions by Investment
     Companies. Accordingly, permanent book and tax differences have been
     reclassified. These differences are due to differing treatments for foreign
     currency transactions. Amounts as of November 30, 1994, have been
     reclassified to reflect a decrease in undistributed net investment income
     of $4,517, and an increase in accumulated net realized gain (loss) of
     $4,517. Net investment income, net realized gains, and net assets were not
     affected by this change.

K.   Other--Investment transactions are accounted for on the trade date.

(3) Capital Stock

At November 30, 1994, there were 1,000,000,000 shares of $0.001 par value
capital stock authorized for Class A Shares and Fortress Shares, respectively.
Transactions in capital stock were as follows:

<TABLE>
<CAPTION>
<S>                                                                                    <C>            <C>
                                                                                               Period Ended
                                                                                            November 30,1994*

Class A Shares                                                                            Shares       Dollars
---------------------------------------------------------------------------------------  ---------  -------------
Shares sold                                                                                603,819  $   6,052,720
---------------------------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                               4,034         40,152
---------------------------------------------------------------------------------------
Shares redeemed                                                                           (106,347)    (1,072,939)
---------------------------------------------------------------------------------------  ---------  -------------
     Net change resulting from Class A Shares transactions                                 501,506  $   5,019,933
---------------------------------------------------------------------------------------  ---------  -------------
</TABLE>


<TABLE>
<CAPTION>
<S>                                                                      <C>           <C>
                                                                               Period Ended
                                                                            November 30, 1994**

Fortress Shares                                                            Shares       Dollars
-----------------------------------------------------------------------  ----------  -------------
Shares sold                                                                 503,245  $   5,061,092
-----------------------------------------------------------------------
Shares issued to shareholders in payment of dividends declared                1,751         17,411
-----------------------------------------------------------------------
Shares redeemed                                                              (5,855)       (57,627)
-----------------------------------------------------------------------  ----------  -------------
     Net change resulting from Fortress Shares transactions                 499,141  $   5,020,876
-----------------------------------------------------------------------  ----------  -------------
          Net change resulting from capital stock transactions            1,000,647  $  10,040,809
-----------------------------------------------------------------------  ----------  -------------
</TABLE>

 * For the period from March 17, 1994 (start of business) to November 30, 1994.

** For the period from March 28, 1994 (start of business) to November 30, 1994.

(4) Investment Advisory Fee and Other Transactions with Affiliates

Investment Advisory Fee--Federated Management, the Fund's investment adviser
(the "Adviser"), receives for its services an annual investment advisory fee
equal to 1.00% of the Fund's


World Utility Fund
--------------------------------------------------------------------------------
average daily net assets.The Adviser waived its fee and reimbursed a portion of
other operating expenses to be in compliance with certain state expense
limitations. The Adviser may also voluntarily choose to reimburse certain other
operating expenses of the Fund. The Adviser can modify or terminate this
voluntary reimbursement at any time at its sole discretion.

Administrative Fee--Federated Administrative Services ("FAS") provides the Fund
administrative personnel and services. The fee is based on the level of average
aggregate daily net assets of all funds advised by subsidiaries of Federated
Investors for the period. The administrative fee received during any fiscal year
shall be at least $125,000 per portfolio and $30,000 per each additional class
of shares.

Distribution and Shareholder Services Fee--The Fund has adopted a Distribution
Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of
1940. Under the terms of the Plan, the Fund will compensate Federated Securities
Corp. ("FSC"), the principal distributor, from the net assets of the Fund to
finance activities intended to result in the sale of the Fund's Fortress Shares.
The Plan provides that the Fund may incur distribution expenses up to 0.25 of 1%
of the average daily net assets of the Fortress Shares, annually, to compensate
FSC.

Under the terms of a shareholder services agreement with Federated Shareholder
Services ("FSS"), the Fund will pay FSS up to 0.25 of 1% of average net assets
of the Fund for the period. This fee is to obtain certain personal services for
shareholders and the maintenance of shareholder accounts.

Transfer and Dividend Disbursing Agent--Federated Services Company ("FServ")
serves as transfer and dividend disbursing agent for the Fund. The fee is based
on the size, type and number of accounts and transactions made by shareholders.

Organizational Expenses--Organizational expenses ($39,069) and start-up
administrative service expenses ($75,061) were borne by the Administrator. The
Fund has agreed to reimburse the Administrator for the organizational expenses
and start-up administrative expenses during the five year period following April
12, 1994 (date the Fund first became effective). For the period ended November
30, 1994, the Fund paid $1,250 and $1,953, respectively, pursuant to this
agreement.

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

(5) Investment Transactions

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

Purchases                                                       $  9,908,196
--------------------------------------------------------------  ------------
Sales                                                           $    400,084

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

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

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of World Utility Fund (a
portfolio of World Investment Series, Inc.) as of November 30, 1994, and
the related statement of operations and the statement of changes in net
assets for the period from March 17, 1994 (start of business) to
November 30, 1994, and the financial highlights (see page 4 of the
combined prospectus) for the period from April 21, 1994 (date of initial
public investment) to November 30, 1994. These financial statements and
financial highlights are the responsibility of the Fund's management.
Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of November 30, 1994, by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of World Utility Fund of World Investment Series,
Inc. at November 30, 1994, and the results of its operations and the
changes in its net assets for the period from March 17, 1994 (start of
business) to November 30, 1994, and financial highlights for the period
from April 21, 1994 to November 30, 1994, in conformity with generally
accepted accounting principles.

ERNST & YOUNG LLP


Pittsburgh, Pennsylvania
January 12, 1995

   

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