FEDERATED INSTITUTIONAL TRUST
497, 1994-09-23
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FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
(A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
PROSPECTUS

The shares of Federated Institutional Short-Term Government Fund (the "Fund")
offered by this prospectus represent interests in a diversified portfolio of
securities which is a portfolio of Federated Institutional Trust (the "Trust"),
an open-end management investment company (a mutual fund).

The investment objective of the Fund is current income. The Fund invests only in
U.S. government securities. Shares are sold at net asset value.

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

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

   
The Fund has also filed a Statement of Additional Information dated September
13, 1994, with the Securities and Exchange Commission. The information contained
in the Statement of Additional Information is incorporated by reference into
this prospectus. You may request a copy of the Statement of Additional
Information free of charge by calling 1-800-235-4669. To obtain other
information or make inquiries about the Fund, contact the Fund at the address
listed in the back of this prospectus.
    

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

   
Prospectus dated September 13, 1994
    

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

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

GENERAL INFORMATION                                                            2
- ------------------------------------------------------

INVESTMENT INFORMATION                                                         2
- ------------------------------------------------------

  Investment Objective                                                         2
  Investment Policies                                                          2
     Acceptable Investments                                                    2
       Repurchase Agreements                                                   3
       Lending of Portfolio Securities                                         3
       When-Issued and Delayed
          Delivery Transactions                                                3
   
       Investing in Other Investment
          Companies                                                            3
    
  Portfolio Turnover                                                           3
  Investment Limitations                                                       4

TRUST INFORMATION                                                              4
- ------------------------------------------------------

  Management of the Trust                                                      4
     Board of Trustees                                                         4
     Investment Adviser                                                        4
       Advisory Fees                                                           4
       Adviser's Background                                                    4
  Distribution of Fund Shares                                                  5
  Administration of the Fund                                                   5
     Administrative Services                                                   5
     Shareholder Services Plan                                                 5
     Custodian                                                                 5
     Transfer Agent and
       Dividend Disbursing Agent                                               6
     Legal Counsel                                                             6
     Independent Auditors                                                      6

NET ASSET VALUE                                                                6
- ------------------------------------------------------

EXPENSES OF THE FUND                                                           6
- ------------------------------------------------------

INVESTING IN THE FUND                                                          6
- ------------------------------------------------------

  Share Purchases                                                              6
     By Wire
     By Mail                                                                   7
  Minimum Investment Required                                                  7
  What Shares Cost                                                             7
  Subaccounting Services                                                       7
  Certificates and Confirmations                                               7
  Dividends                                                                    8
  Capital Gains                                                                8

REDEEMING SHARES                                                               8
- ------------------------------------------------------

  Telephone Redemption                                                         8
  Written Requests                                                             8
     Signatures                                                                8
     Receiving Payment                                                         9
  Accounts With Low Balances                                                   9

SHAREHOLDER INFORMATION                                                        9
- ------------------------------------------------------

  Voting Rights                                                                9
  Massachusetts Partnership Law                                                9

TAX INFORMATION                                                               10
- ------------------------------------------------------

  Federal Income Tax                                                          10
  Pennsylvania Corporate and Personal
     Property Taxes                                                           10

PERFORMANCE INFORMATION                                                       10
- ------------------------------------------------------

FINANCIAL STATEMENTS                                                          11
- ------------------------------------------------------

   
REPORT OF ERNST & YOUNG, L.L.P.,
INDEPENDENT AUDITORS                                                          12
    
- ------------------------------------------------------

ADDRESSES                                                      Inside Back Cover
- ------------------------------------------------------

SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                            <C>        <C>
                                               SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)........................................................                  None
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)........................................................                  None
Contingent Deferred Sales Charge (as a percentage of original
  purchase price or redemption proceeds, as applicable)......................................                  None
Redemption Fee (as a percentage of amount redeemed, if applicable)...........................                  None
Exchange Fee.................................................................................                  None

<CAPTION>
                                               ANNUAL FUND OPERATING EXPENSES*
                                      (As a percentage of projected average net assets)
<S>                                                                                            <C>        <C>
Management Fee (after waiver) (1)............................................................                  0.00%
12b-1 Fee....................................................................................                  None
Total Other Expenses (after expense reimbursement)...........................................                  0.45%
     Shareholder Services Fee (2)............................................................    0.00%
          Total Fund Operating Expenses (3)..................................................                  0.45%
</TABLE>

- ---------
(1)  The estimated management fee has been reduced to reflect the anticipated
     voluntary waiver of the management fee. The adviser can terminate the
     voluntary waiver at any time at its sole discretion. The maximum management
     fee is 0.40%.

(2)  The Fund has no present intention of paying or accruing the shareholder
     services fee during the period ending July 31, 1995. If the Fund were
     paying or accruing the shareholder services fee, the Fund would be able to
     pay up to 0.25% of its average daily net assets for the shareholder
     services fee. See "Trust Information."

(3)  The Total Fund Operating Expenses are estimated to be 0.89% absent the
     anticipated voluntary waiver of the management fee and the anticipated
     voluntary reimbursement of certain other operating expenses.

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

     THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
EXPENSES, SEE "TRUST 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................................................     $5         $14
</TABLE>

     THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING JULY 31,
1995.


GENERAL INFORMATION
- --------------------------------------------------------------------------------

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated June 9, 1994. The Declaration of Trust permits the Trust to offer
separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The shares in any one portfolio may be
offered in separate classes.

Shares of the Fund are designed to give institutions a convenient means of
accumulating an interest in a professionally managed, diversified portfolio of
U.S. government securities. A minimum initial investment of $1,000,000 is
required.

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

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

INVESTMENT OBJECTIVE

The investment objective of the Fund is current income. The investment objective
cannot be changed without the approval of shareholders. While there is no
assurance that the Fund will achieve its investment objective, it endeavors to
do so by following the investment policies described in this prospectus.

Unless indicated otherwise, the investment policies of the Fund may be changed
by the Board of Trustees ("Trustees") without the approval of shareholders.
Shareholders will be notified before any material change in these policies
becomes effective.

INVESTMENT POLICIES

The Fund pursues its investment objective by investing only in U.S. government
securities with remaining maturities of 3-1/2 years or less. The prices of fixed
income securities fluctuate inversely to the direction of interest rates.

ACCEPTABLE INVESTMENTS.  The U.S. government securities in which the Fund
invests are either issued or guaranteed by the U.S. government, its agencies, or
instrumentalities. These securities are limited to:

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

       obligations of U.S. government agencies or instrumentalities such as
       Federal Home Loan Banks, Federal National Mortgage Association,
       Government National Mortgage Association, Tennessee Valley Authority,
       Export-Import Bank of the United States, Student Loan Marketing
       Association, or Federal Home Loan Mortgage Corporation.

Some obligations issued or guaranteed by agencies or instrumentalities of the
U.S. government, such as Government National Mortgage Association participation
certificates, are backed by the full faith and credit of the U.S. Treasury. No
assurances can be given that the U.S. government will provide financial support
to other agencies or instrumentalities, since it is not obligated to do so.
These obligations are supported by:

       the issuer's right to borrow an amount limited to a specific line of
       credit from the U.S. Treasury;


       the discretionary authority of the U.S. government to purchase certain
       obligations of an agency or instrumentality; or

       the credit of the agency or instrumentality.

REPURCHASE AGREEMENTS.  The U.S. government 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 to the Fund and agree at the time
of sale to repurchase them at a mutually agreed upon time and price.

LENDING OF PORTFOLIO SECURITIES.  In order to generate additional income, the
Fund may lend its portfolio securities on a short-term or long term basis up to
one-third of the value of its total assets to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the adviser
has determined are creditworthy under guidelines established by the Fund's
Trustees and will receive collateral equal to at least 100% of the value of the
securities loaned.

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


INVESTING IN OTHER INVESTMENT COMPANIES.  The Fund may invest up to
10% of its assets in securities of other investment companies. It should
be noted that investment companies incur certain expenses, such as management
fees, and, therefore, any investment by the Fund in shares of other investment
companies would be subject to such duplicate expenses.
    

PORTFOLIO TURNOVER

The securities in the Fund's portfolio will be sold whenever the Fund's
investment adviser believes it is appropriate to do so in light of the Fund's
investment objective, without regard to the length of time a particular security
may have been held. It is not anticipated that the portfolio trading engaged in
by the Fund will result in its annual rate of portfolio turnover exceeding 150%.
A portfolio turnover rate of 100% would occur, for example, if all of the
securities in the Fund's portfolio were replaced once in a period of one year.
The Fund's rate of portfolio turnover may exceed that of certain other mutual
funds with the same objective. A higher rate of portfolio turnover involves
correspondingly greater brokerage commissions and other expenses which must be
borne directly by the Fund and , thus, indirectly by shareholders. In addition,
a high rate of portfolio turnover may result in the realization of larger
amounts of capital gains which, when distributed to the Fund's shareholders, are
taxable to them. Nevertheless, transactions for the Fund's portfolio will be
based only upon investment considerations and will not be limited by any other
considerations when the Fund's investment adviser deems it appropriate to make
changes in the Fund's portfolio.


INVESTMENT LIMITATIONS

The Fund will not borrow money directly or through reverse repurchase agreements
(arrangements in which the Fund sells a money market or other portfolio
instrument, as applicable for a percentage of its cash value with an agreement
to buy it back on a set date) or pledge securities except, under certain
circumstances, the Fund may borrow money up to one-third of the value of its
total assets and pledge assets as necessary to secure such borrowings.

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

The Fund will not invest more than 15% of the value of its net assets in
illiquid securities, including repurchase agreements providing for settlement in
more than seven days after notice.

TRUST INFORMATION
- --------------------------------------------------------------------------------

MANAGEMENT OF THE TRUST

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

INVESTMENT ADVISER.  Investment decisions for the Fund are made by Federated
Management, the Fund's investment adviser (the "adviser"), subject to direction
by the Trustees.

The adviser continually conducts investment research and supervision for the
Fund and is responsible for the purchase or sale of portfolio instruments, for
which it receives an annual fee from the Fund.

ADVISORY FEES.  The Fund's adviser receives an annual investment advisory fee
equal to .40 of 1% of the Fund's average daily net assets. The adviser has also
undertaken to reimburse the Fund for operating expenses in excess of limitations
established by certain states. This does not include reimbursement to the Fund
of any expenses incurred by shareholders who use the transfer agent's
subaccounting facilities.

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

Federated Management and other subsidiaries of Federated Investors serve as
investment advisers to a number of investment companies and private accounts.
Certain other subsidiaries also provide administrative services to a number of
investment companies. Total assets under management or administration by these
and other subsidiaries of Federated Investors are approximately $70 billion.
Federated Investors, which was founded in 1956 as Federated Investors, Inc.,
develops and manages mutual funds primarily for the financial industry.
Federated Investors' track record of competitive performance and its
disciplined, risk averse investment philosophy serve approximately 3,500 client
institutions nationwide. Through these same client institutions, individual
shareholders also have access to this same level of investment expertise.

Susan M. Nason has been the Fund's portfolio manager since inception. Ms. Nason
joined Federated Investors in 1987 and has been a Vice President of the Fund's
investment adviser since 1993. Ms. Nason served as an Assistant Vice President
of the investment adviser from 1990 until 1992, and from 1987 until 1990 she
acted as an investment analyst. Ms. Nason is a Chartered Financial Analyst and
received her M.B.A. in Finance from Carnegie Mellon University.

DISTRIBUTION OF FUND SHARES

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

ADMINISTRATION OF THE FUND

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

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

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

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

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


TRANSFER AGENT AND DIVIDEND DISBURSING AGENT.  Federated Services Company,
Boston, Massachusetts, is transfer agent for the shares of the Fund and dividend
disbursing agent for the Fund.

LEGAL COUNSEL.  Legal counsel is provided by Houston, Houston & Donnelly,
Pittsburgh, Pennsylvania, and Dickstein, Shapiro and Morin, L.L.P., Washington,
D.C.

   
INDEPENDENT AUDITORS.  The independent auditors for the Fund are Ernst & Young,
L.L.P., Pittsburgh, Pennsylvania.
    

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

The Fund's net asset value per share fluctuates. The net asset value for shares
is determined by adding the interest of the shares in the market value of all
securities and other assets of the Fund, subtracting the interest of the shares
in the liabilities of the Fund and those attributable to shares, and dividing
the remainder by the total number of shares outstanding.

EXPENSES OF THE FUND
- --------------------------------------------------------------------------------

The Fund pays all of its own expenses and its allocable share of the Trust's
expenses. The expenses for the Fund include, but are not limited to, the cost
of: organizing the Fund and continuing existence of the Fund and the Trust;
Trustees' fees; investment advisory and administrative services; printing
prospectuses and other Fund documents for shareholders; registering the Trust,
the Fund and shares of the Fund; taxes and commissions; issuing, purchasing,
repurchasing, and redeeming shares; fees for custodians, transfer agents,
dividend disbursing agents, shareholder servicing agents, and registrars;
printing, mailing, auditing, accounting, and legal expenses; reports to
shareholders and governmental agencies; meetings of Trustees and shareholders
and proxy solicitations therefor; insurance premiums; association membership
dues; and such nonrecurring and extraordinary items as may arise.

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

SHARE PURCHASES

Shares are sold on days on which the New York Stock Exchange is open for
business. Shares may be purchased either by wire or mail.

To purchase shares, open an account by calling Federated Securities Corp.
Information needed to establish an account will be taken over the telephone. The
Fund reserves the right to reject any purchase request.

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

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

MINIMUM INVESTMENT REQUIRED

The minimum initial investment in shares is $1,000,000. An institutional
investor's minimum investment will be calculated by combining all accounts it
maintains with the Fund. Accounts established through a non-affiliated bank or
broker may be subject to a smaller minimum investment.

WHAT SHARES COST

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

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

SUBACCOUNTING SERVICES

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

CERTIFICATES AND CONFIRMATIONS

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

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


DIVIDENDS

Dividends are declared daily and paid monthly. Dividends are declared just prior
to determining net asset value. If an order for shares is placed on the
preceding business day, shares purchased by wire begin earning dividends on the
business day wire payment is received by the Fund. If the order for shares and
payment by wire are received on the same day, shares begin earning dividends on
the next business day. Shares purchased by check begin earning dividends on the
business day after the check is converted by the transfer agent into federal
funds. Dividends are automatically reinvested on payment dates in additional
shares unless cash payments are requested by contacting the Fund.

CAPITAL GAINS

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

REDEEMING SHARES
- --------------------------------------------------------------------------------

The Fund redeems shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Redemption requests must be received in
proper form and can be made by telephone request or by written request.

TELEPHONE REDEMPTION

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

An authorization form permitting the Fund to accept telephone requests must
first be completed. Authorization forms and information on this service are
available from Federated Securities Corp.

In the event of drastic economic or market changes, a shareholder may experience
difficulty in redeeming by telephone. If such a case should occur, another
method of redemption, such as written requests, should be considered. If
reasonable procedures are not followed by the Fund, it may be liable for losses
due to unauthorized or fraudulent telephone instructions.

WRITTEN REQUESTS

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

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


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

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

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

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

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

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

RECEIVING PAYMENT.  Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value of $1,000,000. This
requirement does not apply, however, if the balance falls below $1,000,000
because of changes in the Fund's net asset value.

Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.

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

VOTING RIGHTS

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. As a Massachusetts business
trust, the Trust is not required to hold annual shareholder meetings.
Shareholder approval will be sought only for certain changes in the Trust's or
the Fund's operation and for the election of Trustees under certain
circumstances.

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

MASSACHUSETTS PARTNERSHIP LAW

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


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

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

FEDERAL INCOME TAX

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

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

PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES

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

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

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

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

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

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

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

The Fund is sold without any sales load or other similar non-recurring charges.

From time to time, the Fund may advertise its performance using certain
financial publications and/or compare its performance to certain indices.


FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
(A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
STATEMENT OF ASSETS AND LIABILITIES
AUGUST 15, 1994
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                                                                    <C>
ASSETS:
- -----------------------------------------------------------------------------------------------------
Cash                                                                                                      $100,000
- -----------------------------------------------------------------------------------------------------
LIABILITIES:                                                                                               --
- -----------------------------------------------------------------------------------------------------  -----------
Net Assets for 10,000 shares of beneficial interest outstanding                                           $100,000
- -----------------------------------------------------------------------------------------------------  -----------
NET ASSET VALUE, Offering and Redemption Price Per Share ($100,000 / 10,000 of beneficial interest
outstanding)                                                                                                $10.00
- -----------------------------------------------------------------------------------------------------  -----------
</TABLE>

Notes:

(1)  The Trust was established as a Massachusetts business trust under a
     Declaration of Trust dated June 9, 1994. The Fund has had no operations
     since that date other than those relating to organizational matters,
     including the issuance on August 15, 1994 of 10,000 shares at $10.00 per
     share to Federated Administrative Services, the Administrator to the Fund.
     Organizational and start-up expenses incurred by the Fund, estimated at
     $33,100 and $31,250, respectively, were borne initially by the
     Administrator. The Fund has agreed to reimburse the Administrator for
     organizational and start-up expenses initially borne by the Administrator
     during the five-year period following the date the Fund's registration
     statement first became effective.

   
REPORT OF ERNST & YOUNG, L.L.P.,
INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
    

To the Board of Trustees and Shareholders of
Federated Institutional Trust:

We have audited the accompanying statement of assets and liabilities of
Federated Institutional Short-Term Government Fund as of August 15, 1994. This
statement of assets and liabilities is the responsibility of the Fund's
management. Our responsibility is to express an opinion on this statement of
assets and liabilities 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 statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the statement of assets and liabilities presents fairly, in all
material respects, the net assets of the Federated Institutional Short-Term
Government Fund as of August 15, 1994 in conformity with generally accepted
accounting principles.
   

                                                           ERNST & YOUNG, L.L.P.
    

Pittsburgh, Pennsylvania
August 16, 1994

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

<TABLE>
<S>                 <C>                                                    <C>
                    Federated Institutional Short-Term                     Federated Investors Tower
                    Government Fund                                        Pittsburgh, Pennsylvania 15222-3779
- ---------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

   
Independent Auditors
                    Ernst & Young, L.L.P.                                  One Oxford Centre
                                                                           Pittsburgh, Pennsylvania 15219
    
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

FEDERATED INSTITUTIONAL
SHORT-TERM
GOVERNMENT FUND
PROSPECTUS
A Diversified Portfolio of
Federated Institutional Trust
An Open-End, Diversified
Management Investment Company

   
Prospectus dated September 13, 1994
    

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

       A subsidiary of FEDERATED INVESTORS

       FEDERATED INVESTORS TOWER
       PITTSBURGH, PA 15222-3779


G00352-01 (9/94)

               FEDERATED INSTITUTIONAL SHORT-TERM GOVERNMENT FUND
                 (A PORTFOLIO OF FEDERATED INSTITUTIONAL TRUST)
                      STATEMENT OF ADDITIONAL INFORMATION

   
     This Statement of Additional Information should be read with the
     prospectus of Federated Institutional Short-Term Government Fund (the
     "Fund") dated September 13, 1994. This Statement is not a prospectus
     itself. To receive a copy of the prospectus, write or call the Trust.
    

     FEDERATED INVESTORS TOWER
     PITTSBURGH, PENNSYLVANIA 15222-3779

   
                       Statement dated September 13, 1994
    

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

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

GENERAL INFORMATION ABOUT THE FUND                                             1
- ---------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES                                              1
- ---------------------------------------------------------------

  Types of Investments                                                         1
  Reverse Repurchase Agreements                                                1
  When-Issued and Delayed Delivery
     Transactions                                                              1
  Repurchase Agreements                                                        1

INVESTMENT LIMITATIONS                                                         2
- ---------------------------------------------------------------

FEDERATED INSTITUTIONAL TRUST MANAGEMENT                                       3
- ---------------------------------------------------------------

  The Funds                                                                    6
  Fund Ownership                                                               6
  Trustee Liability                                                            6

INVESTMENT ADVISORY SERVICES                                                   7
- ---------------------------------------------------------------

  Adviser to the Fund                                                          7
  Advisory Fees                                                                7
  Other Related Services                                                       7

ADMINISTRATIVE SERVICES                                                        7
- ---------------------------------------------------------------

TRANSFER AGENT AND DIVIDEND
DISBURSING AGENT                                                               7
- ---------------------------------------------------------------

SHAREHOLDER SERVICES PLAN                                                      7
- ---------------------------------------------------------------

BROKERAGE TRANSACTIONS                                                         8
- ---------------------------------------------------------------

PURCHASING SHARES                                                              8
- ---------------------------------------------------------------

  Conversion to Federal Funds                                                  8

DETERMINING NET ASSET VALUE                                                    8
- ---------------------------------------------------------------

  Determining Market Value of Securities                                       8

REDEEMING SHARES                                                               9
- ---------------------------------------------------------------

  Redemption in Kind                                                           9

TAX STATUS                                                                     9
- ---------------------------------------------------------------

  The Fund's Tax Status                                                        9
  Shareholders' Tax Status                                                     9

TOTAL RETURN                                                                   9
- ---------------------------------------------------------------

YIELD                                                                          9
- ---------------------------------------------------------------

PERFORMANCE COMPARISONS                                                       10
- ---------------------------------------------------------------

  Duration                                                                    10

GENERAL INFORMATION ABOUT THE FUND
- --------------------------------------------------------------------------------

Federated Institutional Short-Term Government Fund is a portfolio of Federated
Institutional Trust (the "Trust"). The Trust was established as a Massachusetts
business trust under a Declaration of Trust dated
June 9, 1994.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objective is current income. The Fund's investment
objective cannot be changed without approval of shareholders. Unless otherwise
indicated, the investment policies described below may be changed by the Board
of Trustees ("Trustees") without shareholder approval. Shareholders will be
notified before any material change in these policies becomes effective.

TYPES OF INVESTMENTS

The Fund invests only in U.S. government securities with remaining maturities of
3-1/2 years or less.

REVERSE REPURCHASE AGREEMENTS

The Fund may also enter into reverse repurchase agreements. These transactions
are similar to borrowing cash. In a reverse repurchase agreement, the Fund
transfers possession of a portfolio instrument to another person, such as a
financial institution, broker, or dealer, in return for the instrument's market
value in cash, and agrees that on a stipulated date in the future the Fund will
repurchase the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate. The use of reverse repurchase agreements may
enable the Fund to avoid selling portfolio instruments at a time when a sale may
be deemed to be disadvantageous, but the ability to enter into reverse
repurchase agreements does not ensure that the Fund will be able to avoid
selling portfolio instruments at a disadvantageous time.

When effecting reverse repurchase agreements, liquid assets of the Fund, in a
dollar amount sufficient to make payment for the obligations to be purchased,
are segregated at the trade date. These securities are marked to market daily
and are maintained until the transaction is settled.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS

   
These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. Settlement dates may be a month or more after
entering into these transactions, and the market values of the securities
purchased may vary from the purchase prices. No fees or other expenses, other
than normal transaction costs, are incurred. However, liquid assets of the 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 pursuant to guidelines established by the Trustees.


INVESTMENT LIMITATIONS
- --------------------------------------------------------------------------------

     SELLING SHORT AND BUYING ON MARGIN

       The Fund will not sell any securities short or purchase any securities on
       margin but may obtain such short-term credits as may be necessary for
       clearance of purchases and sales of securities.

     ISSUING SENIOR SECURITIES AND BORROWING MONEY

       The Fund will not issue senior securities, except that the Fund may
       borrow money in amounts up to one-third of the value of its total assets,
       including the amount borrowed. The Fund will not borrow money for
       investment leverage, but rather as a temporary, extraordinary, or
       emergency measure to facilitate management of the portfolio by enabling
       the Fund to, for example, 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 in excess of
       5% of the value of its total assets are outstanding.

     PLEDGING ASSETS

       The Fund will not mortgage, pledge, or hypothecate any assets except to
       secure permitted borrowings. In those cases, it may mortgage, pledge, or
       hypothecate assets having a market value not exceeding 15% of the value
       of total assets at the time of the borrowing.

     CONCENTRATION OF INVESTMENTS

       The Fund will not invest 25% or more of the value of its total assets in
       any one industry. However, investing in U.S. government obligations shall
       not be considered investments in any one industry.

     DIVERSIFICATION OF INVESTMENTS

       With respect to securities comprising 75% of the value of its total
       assets, the Fund will not purchase securities issued by any one issuer
       (other than cash, cash items or securities issued or guaranteed by the
       government of the United States or its agencies or instrumentalities and
       repurchase agreements collateralized by such securities) if as a result
       more than 5% of the value of its total assets would be invested in the
       securities of that issuer, or if it would own more than 10% of the
       outstanding voting securities of such issuer.

     INVESTING IN REAL ESTATE

       The Fund will not purchase or sell real estate, including limited
       partnership interests, although it may invest in the securities of
       companies whose business involves the purchase or sale of real estate or
       in securities which are secured by real estate or interests in real
       estate.

     INVESTING IN COMMODITIES

       The Fund will not purchase or sell commodities, commodity contracts, or
       commodity futures contracts.

     UNDERWRITING

       The Fund will not underwrite any issue of securities, except as it may be
       deemed to be an underwriter under the Securities Act of 1933 in
       connection with the sale of securities which the Fund may purchase
       pursuant to its investment objective, policies, and limitations.

     LENDING CASH OR SECURITIES

       The Fund will not lend any of its assets, except portfolio securities.
       This shall not prevent the Fund from purchasing or holding U.S.
       government obligations, entering into repurchase agreements, or engaging
       in other transactions where permitted by the Fund's investment objective,
       policies and limitations or the Trust's Declaration of Trust.

The above limitations cannot be changed without shareholder approval. The
following limitations may be changed by the Trustees without shareholder
approval. Shareholders will be notified before any material change in these
limitations becomes effective.

     INVESTING IN RESTRICTED SECURITIES

       The Fund will not invest more than 10% of its total assets in securities
       subject to restrictions on resale under the Securities Act of 1933,
       except for restricted securities which meet the criteria for liquidity as
       established by the Board of Trustees.

     INVESTING IN ILLIQUID SECURITIES

       The Fund will not invest more than 15% of the value of its net assets in
       illiquid securities, including repurchase agreements providing for
       settlement in more than seven days after notice and certain restricted
       securities not determined by the Trustees to be liquid.

     INVESTING IN MINERALS

       The Fund will not purchase interests in oil, gas, or other mineral
       exploration or development programs or leases, except it may purchase the
       securities of issuers which invest or sponsor such programs.

     INVESTING IN NEW ISSUERS

       The Fund will not invest more than 5% of the value of its total assets in
       securities of issuers which have records of less than three years of
       continuous operations, including the operation of any predecessor.

     INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS AND TRUSTEES OF
     THE TRUST

       The Fund will not purchase or retain the securities of any issuer if the
       officers and Trustees of the Trust or the Fund's investment adviser
       owning individually more than 1/2 of 1% of the issuer's securities
       together own more than 5% of the issuer's securities.

       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.

     INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

       The Fund will not own more than 3% of the total outstanding stock of any
       investment company; will not invest more than 5% of its total assets in
       any one investment company, or invest more than 10% of its total assets
       in investment companies in general. The Fund will 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, or acquisition of assets. While it is the Fund's policy to
       waive its investment advisory fees on assets invested in securities of
       other open-end investment companies, it should be noted that investment
       companies incur certain expenses, such as management fees, and,
       therefore, any investment by a fund in shares of another investment
       company would be subject to such duplicate expenses. The Fund will invest
       in other investment companies primarily for the purpose of investing its
       short-term cash on a temporary basis. The adviser will waive its
       investment advisory fee on assets invested in securities of open-end
       investment companies.

   
The Fund does not expect to borrow money or invest in reverse repurchase
agreements in excess of 5% of the value of its net assets during the coming
fiscal year.
    

For purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings and loan having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."

FEDERATED INSTITUTIONAL TRUST MANAGEMENT
- --------------------------------------------------------------------------------

Officers and Trustees are listed with their addresses, present positions with
Federated Institutional Trust, and principal occupations.
- --------------------------------------------------------------------------------

John F. Donahue+*
Federated Investors Tower
Pittsburgh, PA

Chairman and Trustee

Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp.; Chairman, Passport Research, Ltd.; Director, tna Life and Casualty
Company; Chief Executive Officer and Director, Trustee, or Managing General
Partner of the Funds. Mr. Donahue is the father of J. Christopher Donahue, Vice
President and Trustee of the Trust.
- --------------------------------------------------------------------------------

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL

Trustee

President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; President, Northgate Village Development
Corporation; Partner or Trustee in private real estate ventures in Southwest
Florida; Director, Trustee, or Managing General Partner of the Funds; formerly,
President, Naples Property Management, Inc.
- --------------------------------------------------------------------------------

William J. Copeland
One PNC Plaza--23rd Floor
Pittsburgh, PA

Trustee

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

J. Christopher Donahue*
Federated Investors Tower
Pittsburgh, PA

Vice President and Trustee

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

James E. Dowd
571 Hayward Mill Road
Concord, MA

Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director, Trustee,
or Managing General Partner of the Funds; formerly, Director, Blue Cross of
Massachusetts, Inc.
- --------------------------------------------------------------------------------

Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA

Trustee

Hematologist, Oncologist, and Internist, Presbyterian and Montefiore Hospitals;
Professor of Medicine and Trustee, University of Pittsburgh; Director of
Corporate Health, University of Pittsburgh Medical Center; Director, Trustee, or
Managing General Partner of the Funds.
- --------------------------------------------------------------------------------

Edward L. Flaherty, Jr.+
5916 Penn Mall
Pittsburgh, PA

Trustee

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

Peter E. Madden
225 Franklin Street
Boston, MA

Trustee

Consultant; State Representative, Commonwealth of Massachusetts; Director,
Trustee, or Managing General Partner of the Funds; formerly, President, State
Street Bank and Trust Company and State Street Boston Corporation and Trustee,
Lahey Clinic Foundation, Inc.
- --------------------------------------------------------------------------------

Gregor F. Meyer
5916 Penn Mall
Pittsburgh, PA

Trustee

Attorney-at-law; Partner, Meyer and Flaherty; Chairman, Meritcare, Inc.;
Director, Eat'N Park Restaurants, Inc.; Director, Trustee, or Managing General
Partner of the Funds; formerly, Vice Chairman, Horizon Financial, F.A.
- --------------------------------------------------------------------------------

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA

Trustee

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

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA

Trustee

Public relations/marketing consultant; Director, Trustee, or Managing General
Partner of the Funds.
- --------------------------------------------------------------------------------

Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA

President

Trustee, Federated Investors; President and/or Trustee of some of the Funds;
staff member, Federated Securities Corp. and Federated Administrative Services.
- --------------------------------------------------------------------------------

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA

Vice President

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

Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA

Vice President

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

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA

Vice President and Secretary

Vice President, Secretary, General Counsel, and Trustee, Federated Investors;
Vice President, Secretary, and Trustee, Federated Advisers, Federated
Management, and Federated Research; Vice President and Secretary, Federated
Research Corp. and Passport Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee, Federated Administrative
Services; Secretary and Trustee, Federated Shareholder Services; Executive Vice
President and Director, Federated Securities Corp.; Vice President and Secretary
of the Funds.
- --------------------------------------------------------------------------------

 *This Trustee is deemed to be an "interested person" as defined in the
  Investment Company Act of 1940, as amended.

+Members of the Executive Committee. The Executive Committee of the Board of
 Trustees handles the responsibilities of the Board of Trustees between meetings
 of the Board.

THE FUNDS

American Leaders Fund, Inc.; Annuity Management Series; 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 Intermediate Government
Trust; Federated Master Trust; Federated Municipal Trust; Federated
Short-Intermediate Government Trust; Federated Short-Term U.S. Government Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated U.S. Government Bond
Fund; First Priority Funds; Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal Income Fund, Inc.; Fortress
Utility Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insight Institutional Series, Inc.;
Insurance Management Series; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Equity
Income Fund, Inc.; Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty Term Trust, Inc.--1999; Liberty U.S. Government
Money Market Trust; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust; Mark Twain Funds; The Medalist Funds; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust; Municipal Securities
Income Trust; New York Municipal Cash Trust; 111 Corcoran Funds; Peachtree
Funds; The Planters Funds; Portage Funds; RIMCO Monument Funds; The Shawmut
Funds; Short-Term Municipal Trust; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust for Government Cash Reserves; Trust for Short-Term U.S.
Government Securities; Trust for U.S. Treasury Obligations; World Investment
Series, Inc.

FUND OWNERSHIP

Officers and Trustees own less than 1% of the Fund's outstanding shares.

TRUSTEE LIABILITY

The Trust's Declaration of Trust provides that the Trustees will not be liable
for errors of judgment or mistakes of fact or law. However, they are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.


INVESTMENT ADVISORY SERVICES
- --------------------------------------------------------------------------------

ADVISER TO THE FUND

The Fund's investment adviser is Federated Management (the "adviser"). It is a
subsidiary of Federated Investors. All of the voting securities of Federated
Investors are owned by a trust, the trustees of which are John F. Donahue, his
wife, and his son, J. Christopher Donahue.

The adviser shall not be liable to the Trust, the Fund, or any shareholder of
the Fund for any losses that may be sustained in the purchase, holding, or sale
of any security, or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.

ADVISORY FEES

For its advisory services, Federated Management receives an annual investment
advisory fee as described in the prospectus.

     STATE EXPENSE LIMITATIONS

       The adviser has undertaken to comply with the expense limitations
       established by certain states for investment companies whose shares are
       registered for sale in those states. If the Fund's normal operating
       expenses (including the investment advisory fee, but not including
       brokerage commissions, interest, taxes, and extraordinary expenses)
       exceed 2-1/2% per year of the first $30 million of average net assets, 2%
       per year of the next $70 million of average net assets, and 1-1/2% per
       year of the remaining average net assets, the adviser will reimburse the
       Fund for its expenses over the limitation.

       If the Fund's monthly projected operating expenses exceed this
       limitation, the investment advisory fee paid will be reduced by the
       amount of the excess, subject to an annual adjustment. If the expense
       limitation is exceeded, the amount to be reimbursed by the adviser will
       be limited, in any single fiscal year, by the amount of the investment
       advisory fee.

       This arrangement is not part of the advisory contract and may be amended
       or rescinded in the future.

OTHER RELATED SERVICES

Affiliates of the adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of shares of funds offered by Federated Securities Corp.

ADMINISTRATIVE SERVICES
- --------------------------------------------------------------------------------
Federated Administrative Services, a subsidiary of Federated Investors, provides
administrative personnel and services to the Trust for a fee as described in the
prospectus. Dr. Henry J. Gailliot, an officer of the adviser to the Trust, holds
approximately 20% of the outstanding common stock and serves as a director of
Commercial Data Services, Inc., a company which provides computer processing
services to Federated Administrative Services.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
- --------------------------------------------------------------------------------

Federated Services Company serves as transfer agent and dividend disbursing
agent for the Fund. The fee is based on the size, type and number of accounts
and transactions made by shareholders.

Federated Services Company also maintains the Trust's accounting records. The
fee is based on the level of the Fund's average net assets for the period plus
out-of-pocket expenses.

SHAREHOLDER SERVICES PLAN
- --------------------------------------------------------------------------------

This arrangement permits the payment of fees to Federated Shareholder Services
and, indirectly, to financial institutions 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, 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.


BROKERAGE TRANSACTIONS
- --------------------------------------------------------------------------------

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
review by the Trustees.

The adviser may select brokers and dealers who offer brokerage and research
services. These services may be furnished directly to the Fund or to the adviser
and may include:

.advice as to the advisability of investing in securities;

.security analysis and reports;

.economic studies;

.industry studies;

.receipt of quotations for portfolio evaluations; and

.similar services.

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.

PURCHASING SHARES
- --------------------------------------------------------------------------------

Shares are sold at their net asset value without a sales charge on days the New
York Stock Exchange is open for business. The procedure for purchasing shares is
explained in the prospectus under "Investing in Shares."

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. State Street Bank acts as the
shareholder's agent in depositing checks and converting them to federal funds.

DETERMINING NET ASSET VALUE
- --------------------------------------------------------------------------------

Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus. Net asset value will not
be calculated on days on which the New York Stock Exchange is closed.

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities are determined as follows:

.according to the mean between the over-the-counter bid and asked prices
 provided by an independent pricing service, if available, or at fair value as
 determined in good faith by the Fund's Board of Trustees; or

.for short-term obligations with remaining maturities of less than 60 days at
 the time of purchase, at amortized cost unless the Board of Trustees determines
 that particular circumstances of the security indicate otherwise.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices. Pricing services may consider:

.yield;

.quality;

.coupon rate;

.maturity;

.type of issue;

.trading characteristics; and

.other market data.


REDEEMING SHARES
- --------------------------------------------------------------------------------

The Fund redeems shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares". Although State Street Bank 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.

REDEMPTION IN KIND

Although the Trust intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the respective Fund's portfolio. To the extent
available, such securities will be readily marketable.

Redemption in kind will be made in conformity with applicable Securities and
Exchange Commission rules, taking such securities at the same value employed in
determining net asset value and selecting the securities in a manner the
Trustees determine to be fair and equitable.

The Trust has elected to be governed by Rule 18f-1 of the Investment Company Act
of 1940 under which the Fund is obligated to redeem shares for any one
shareholder in cash only up to the lesser of $250,000 or 1% of the Fund's net
asset value during any 90-day period.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.

TAX STATUS
- --------------------------------------------------------------------------------

THE FUND'S TAX STATUS

The Fund will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment afforded
to such companies. To qualify for this treatment, the Fund must, among other
requirements:

.derive at least 90% of its gross income from dividends, interest, and gains
 from the sale of securities;

.derive less than 30% of its gross income from the sale of securities held less
 than three months;

.invest in securities within certain statutory limits; and

.distribute to its shareholders at least 90% of its net income earned during the
 year.

SHAREHOLDERS' TAX STATUS

Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. No portion of any income dividend paid by
the Fund is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are taxable as
ordinary income.

     CAPITAL GAINS

       Long-term capital gains distributed to shareholders will be treated as
       long-term capital gains regardless of how long shareholders have held
       Fund shares.

TOTAL RETURN
- --------------------------------------------------------------------------------

The average annual total return for 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 maximum 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,
adjusted over the period by any additional shares, assuming the reinvestment of
all dividends and distributions.

YIELD
- --------------------------------------------------------------------------------

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

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

PERFORMANCE COMPARISONS
- --------------------------------------------------------------------------------

The performance of the Fund depends upon such variables as:

.portfolio quality;

.average portfolio maturity;

.type of instruments in which the portfolio is invested

.changes in interest rates and market value of portfolio securities;

.changes in the Fund's expenses; and

.various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and 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:

.LIPPER ANALYTICAL SERVICES, INC. ranks funds in various 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. From
 time to time, the Fund will quote its Lipper ranking in the "short U.S.
 government funds" category in advertising and sales literature.

.MERRILL LYNCH 2-YEAR TREASURY INDEX is comprised of the most recently issued
 2-year Treasury notes. Index returns are calculated as total returns for
 periods of one, three, six and twelve months as well as year-to-date.

.MORNINGSTAR, INC., an independent rating service, is the publisher of the
 bi-weekly Mutual Fund Values. Mutual Fund Values rates more than 1,000
 NASDAQ-listed mutual funds of all types, according to their risk-adjusted
 returns. The maximum rating is five stars, and ratings are effective for two
 weeks.

Advertisements and other sales literature for the Fund may quote total returns
which are calculated on nonstandardized base periods. The total return
represents the historic change in the value of an investment in the Fund based
on reinvestment of dividends over a specified period of time.

DURATION

Duration is a commonly used measure of the potential volatility in the price of
a bond, or other fixed income security, or in a portfolio of fixed income
securities, prior to maturity. Volatility is the magnitude of the change in the
price of a bond relative to a given change in the market rate of interest. A
bond's price volatility depends on three primary variables: the bond's coupon
rate; maturity date; and the level of market yields of similar fixed income
securities. Generally, bonds with lower coupons or longer maturities will be
more volatile than bonds with higher coupons or shorter maturities. Duration
combines these variables into a single measure.

Duration is calculated by dividing the sum of the time-weighted present values
of the cash flows of a bond or bonds, including interest and principal payments,
by the sum of the present values of the cash flows.

                                                                G00352-02 (9/94)



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