0000912577 2011-05-01 2012-04-30 0000912577 fis1:S000009745Member fis1:PrimarySharesClassMember 2011-05-01 2012-04-30 0000912577 fis1:S000009745Member fis1:ServiceSharesClassMember 2011-05-01 2012-04-30 0000912577 Other FEDERATED INSURANCE SERIES false 2011-12-31 2012-04-30 2012-12-14 Federated Capital Appreciation Fund II A Portfolio of Federated Insurance Series PRIMARY SHARES SUPPLEMENT TO PROSPECTUS DATED April 30, 2012 Effective February 15, 2013, Federated Capital Appreciation Fund II will change its name to "Federated Managed Tail Risk Fund II." Accordingly, any and all references to "Federated Capital Appreciation Fund II" should be deleted and replaced with "Federated Managed Tail Risk Fund II." 1. Under the heading entitled "RISK/RETURN SUMMARY: FEES AND EXPENSES," please delete the section and replace with the following: Note: The table below and the Example that follows it relate exclusively to the Primary Shares (PS) of the Fund. They do not reflect any additional fees or expenses that may be imposed by separate accounts of insurance companies or in connection with any variable annuity or variable life insurance contract. If these had been included, your costs would be higher. This table describes the fees and expenses that you may pay if you buy and hold PS class of the Fund. <table><tr><td valign="top" align="left">Shareholder Fees (fees paid directly from your investment)</td><td valign="top" align="left"> PS</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Redemption Fee (as a percentage of amount redeemed, if applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Exchange Fee</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) </td><td valign="top" align="left"> </td></tr><tr><td valign="top" align="left">Management Fee</td><td valign="top" align="left">0.85%</td></tr><tr><td valign="top" align="left">Distribution (12b-1) Fee</td><td valign="top" align="left">0.25%</td></tr><tr><td valign="top" align="left">Other Expenses</td><td valign="top" align="left">0.44%</td></tr><tr><td valign="top" align="left">Acquired Fund Fees and Expenses</td><td valign="top" align="left">0.70%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses</td><td valign="top" align="left">2.24%</td></tr><tr><td valign="top" align="left">Fee Waivers and/or Expense Reimbursements1</td><td valign="top" align="left">1.06%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements</td><td valign="top" align="left">1.18%</td></tr></table>1Effective February 15, 2013, the Adviser and its affiliates voluntarily agree to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses,) paid by the Fund (after the voluntary waivers and/or reimbursements) will not exceed 0.48% (the "Fee Limit") up to but not including the later of (the "Termination Date"): (a) May 1, 2014; or (b) the date of the Fund's next effective Prospectus. While the Adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Fund's Board of Trustees.<h3>Example </h3> This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that operating expenses are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be: <table><tr><td valign="top" align="left">1 Year</td><td valign="top" align="left">$227</td></tr><tr><td valign="top" align="left">3 Years</td><td valign="top" align="left">$700</td></tr><tr><td valign="top" align="left">5 Years</td><td valign="top" align="left">$1,200</td></tr><tr><td valign="top" align="left">10 Years</td><td valign="top" align="left">$2,575</td></tr></table>2. Under the heading entitled, "What are the Fund's Main Investment Strategies?," please delete and replace the section with the following: "Under normal market conditions, the Fund expects to achieve a diversified mix of investment exposure to various asset classes by investing in various underlying mutual funds, ETFs and affiliated funds that are not offered to the public. From time to time, the Fund may also invest in securities or other investments directly. The asset classes in which the Fund will invest include both fixed income and equity but it is anticipated that the Fund will, in an effort to maximize return, have a greater exposure to equity investments. In implementing its strategy, the Adviser employs an asset allocation model to structure the portfolio across multiple diversified underlying portfolios selected based on the interplay of their return and risk profiles. The Underlying Funds will not be allocated according to a prescribed or set allocation. The Adviser's allocation model seeks to create an allocation mix which will maximize return while capturing the benefits of asset class diversification in periods of market volatility or in market environments in which certain asset classes have historically performed poorly. After establishing the asset classes represented in the Fund, the Adviser may then adjust such allocations based upon the Adviser's analysis of various qualitative data relating to macro trends in the U.S. and foreign economies and securities markets, generally. With regard to the portion of the Fund allocated to Underlying Funds and other securities with a primary strategy focus in the domestic equity markets, it is anticipated that such investments will emphasize the value style of investing. The Adviser also anticipates that it will normally invest a portion of the Fund's equity allocation in an Underlying Fund that primarily invests in international equity securities. The Fund may invest in certain Underlying Funds which give the Fund investment exposure to commodities. For example, the Fund may purchase an ETF which seeks to track the performance of a broad based commodity index. Further, the Adviser may also allocate a portion of the Fund's assets to Underlying Funds which provide short equity exposure. With respect to the Fund's investments in the fixed income asset class, the Fund may invest in Underlying Funds which invest in loan instruments, including trade finance loan instruments, mortgage-backed securities, corporate debt securities, including high yield securities, inflation-protected securities, dollar and non-dollar denominated international securities, including emerging market debt securities, and U.S. Treasury and U.S. government agency securities. The Fund's investment in trade finance loan instruments through another investment company may expose the Fund to risks of loss after redemption. The Fund may also invest, when market conditions dictate, in such fixed income securities directly. Additionally, in an attempt to limit downside risk, a volatility overlay strategy will be selectively employed during periods of historically high volatility, as measured by various market volatility measures such as the CBOE Volatility Index. It is anticipated that this volatility overlay will be achieved primarily through the use of index futures and/or options contracts (types of derivative instruments). Generally, however, the Adviser will not utilize the volatility strategy during periods where it believes there are benign credit conditions, which will generally be measured by the spreads between certain credit products." 3. Under the heading entitled, "What are the Main Risks of Investing in the Fund?," please delete and replace the section with the following: "All mutual funds take investment risks. It is possible to lose money on an investment in the Fund. The principal risks of investing in the Fund are: <ul> <li>Underlying Fund Risk. The risk that the Fund's performance is closely related to the risks associated with the securities and other investments held by the Underlying Funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of the Underlying Funds to achieve their investment objectives. </li></ul> <ul> <li>Stock Market Risk. The value of equity securities in the Fund's portfolio will fluctuate and, as a result, the Fund's Share price may decline suddenly or over a sustained period of time. </li></ul> <ul> <li>Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development or positive market development. Further, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market. </li></ul> <ul> <li>Risk of Foreign Investing. Because the Fund invests in securities issued by foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Risk of Investing in ADRs and Domestically-Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts (ADRs) and other domestically-traded securities of foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Custodial Services and Related Investment Costs. Custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. Such markets have settlement and clearance procedures that differ from those in the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. </li></ul> <ul> <li>Currency Risk. Exchange rates for currencies fluctuate daily. The combination of currency risk and stock market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. </li></ul> <ul> <li>Emerging Markets Risk. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies. </li></ul> <ul> <li>Small Company Risk. Because the smaller companies in which the Fund may invest may have unproven track records, a limited product or service base and limited access to capital, they may be more likely to fail than larger companies. </li></ul> <ul> <li>Medium-Sized Companies Risk. The Fund may invest in mid-size companies. Mid-capitalization companies often have narrower markets and limited managerial and financial resources compared to larger, more established companies. </li></ul> <ul> <li>Credit Risk. It is possible that interest or principal on securities will not be paid when due. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance. </li></ul> <ul> <li>Leverage Risk. Leverage risk is created when an investment (such as a derivative transaction) exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund's risk of loss and potential for gain. </li></ul> <ul> <li>Exchange-Traded Funds Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded). Investing in an ETF may incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such investment. </li></ul> <ul> <li>Short Selling Risk. A short sale by the Fund or an Underlying Fund involves borrowing a security from a lender which is then sold in the open market. At a future date, the security is repurchased by the Fund or an Underlying Fund and returned to the lender. While the security is borrowed, the proceeds from the sale are deposited with the lender and the Fund may be required to pay interest and/or the equivalent of any dividend payments paid by the security to the lender. If the value of the security declines between the time the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund or an Underlying Fund makes a profit on the difference (less any expenses the Fund is required to pay the lender). There is no assurance that a security will decline in value during the period of the short sale and make a profit for the Fund or an Underlying Fund. If the value of the security sold short increases between the time that the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund will realize a loss on the difference (plus any expenses the Fund is required to pay to the lender). This loss is theoretically unlimited as there is no limit as to how high the security sold short can appreciate in value, thus increasing the cost of buying that security to cover a short position. The Fund or an Underlying Fund may incur expenses in selling securities short and such expenses are investment expenses of the Fund or an Underlying Fund. </li></ul> <ul> <li>Risk of Investing in Commodities. Because the Fund may invest in instruments (including exchange-traded funds) whose performance is linked to the price of an underlying commodity or commodity index, the Fund may be subject to the risks of investing in physical commodities. These types of risks include regulatory, economic and political developments, weather events and natural disasters, pestilence, market disruptions and the fact that commodity prices may have greater volatility than investments in traditional securities. </li></ul> <ul> <li>Risk of Inflation-Protected Securities. The value of inflation-protected securities is subject to the effects of changes in market interest rates caused by factors other than inflation ("real interest rates"). If interest rates rise due to reasons other than inflation, the Fund's investment in these securities may not be protected to the extent that the increase is not reflected in the security's inflation measure. Generally, when real interest rates rise, the value of inflation-protected securities will fall and the Fund's value may decline as a result of this exposure to these securities. The greatest risk occurs when interest rates rise and inflation declines. In addition, the duration of inflation-protected bonds is unstable and difficult to calculate. Also interest rates on inflation protected bonds will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. </li></ul> <ul> <li>Sector Risk. Because the Fund may allocate relatively more assets to certain industry sectors than others, the Fund's performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. </li></ul> <ul> <li>Liquidity Risk. The equity securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. </li></ul> <ul> <li>Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer maturities. </li></ul> <ul> <li>Prepayment Risk. The Fund may invest in asset-backed and mortgage-backed securities, which may be subject to prepayment risk. If interest rates fall, and unscheduled prepayments on such securities accelerate, the Fund will be required to reinvest the proceeds at the lower interest rates then available. </li></ul> <ul> <li>Call Risk. Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a "call") at a price below its current market price. An increase in the likelihood of a call may reduce the security's price. </li></ul> <ul> <li>Risk Associated with Noninvestment-Grade Securities. The Fund may invest a portion of its assets in securities rated below investment grade which may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. </li></ul> <ul> <li>Risk Related to the Economy. Lower-grade bond returns are sensitive to changes in the economy. The value of the Fund's portfolio may decline in tandem with a drop in the overall value of the stock market based on negative developments in the U.S. and global economies. </li></ul> <ul> <li>Risk of Loss after Redemption. The Underlying Funds in which the Fund invests may cause the Fund to experience delays from the time it requests a redemption to the time that such redemption is processed. </li></ul> <ul> <li>Risks of Investing in Derivative Contracts and Hybrid Instruments. Derivative contracts and hybrid instruments involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts and hybrid instruments may also involve other risks described in this Prospectus or the Fund's Statement of Additional Information (SAI), such as stock market, interest rate, credit, currency, liquidity and leverage risks. </li></ul> <ul> <li>Technology Risk. Proprietary and third party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance. </li></ul> 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 or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency." 4. Under the heading entitled, "Average Annual Total Return Table," please add the following blended index line item and corresponding footnote: Blended Index3 (reflects no deduction for fees, expenses or taxes) -5.27% 0.80% 6.19% 3The Blended Index is a custom blended index comprised of 60% of the return of the MSCI All Country World Index and 40% of the return of the Barclays Universal Index. Federated Capital Appreciation Fund II A Portfolio of Federated Insurance Series SERVICE SHARES SUPPLEMENT TO PROSPECTUS DATED April 30, 2012 Effective February 15, 2013, Federated Capital Appreciation Fund II will change its name to "Federated Managed Tail Risk Fund II." Accordingly, any and all references to "Federated Capital Appreciation Fund II" should be deleted and replaced with "Federated Managed Tail Risk Fund II." 1. Under the heading entitled "RISK/RETURN SUMMARY: FEES AND EXPENSES," please delete the section and replace with the following: Note: The table below and the Example that follows it relate exclusively to the Service Shares (SS) of the Fund. They do not reflect any additional fees or expenses that may be imposed by separate accounts of insurance companies or in connection with any variable annuity or variable life insurance contract. If these had been included, your costs would be higher. This table describes the fees and expenses that you may pay if you buy and hold SS class of the Fund. <table><tr><td valign="top" align="left">Shareholder Fees (fees paid directly from your investment)</td><td valign="top" align="left"> SS</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Redemption Fee (as a percentage of amount redeemed, if applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Exchange Fee</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) </td><td valign="top" align="left"> </td></tr><tr><td valign="top" align="left">Management Fee</td><td valign="top" align="left">0.85%</td></tr><tr><td valign="top" align="left">Distribution (12b-1) Fee</td><td valign="top" align="left">0.25%</td></tr><tr><td valign="top" align="left">Other Expenses</td><td valign="top" align="left">0.44%</td></tr><tr><td valign="top" align="left">Acquired Fund Fees and Expenses</td><td valign="top" align="left">0.70%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses</td><td valign="top" align="left">2.24%</td></tr><tr><td valign="top" align="left">Fee Waivers and/or Expense Reimbursements1</td><td valign="top" align="left">0.81%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements</td><td valign="top" align="left">1.43%</td></tr></table>1Effective February 15, 2013, the Adviser and its affiliates voluntarily agree to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses,) paid by the Fund (after the voluntary waivers and/or reimbursements) will not exceed 0.73% (the "Fee Limit") up to but not including the later of (the "Termination Date"): (a) May 1, 2014; or (b) the date of the Fund's next effective Prospectus. While the Adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Fund's Board of Trustees. <h3>Example </h3> This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that operating expenses are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be: <table><tr><td valign="top" align="left">1 Year</td><td valign="top" align="left">$227</td></tr><tr><td valign="top" align="left">3 Years</td><td valign="top" align="left">$700</td></tr><tr><td valign="top" align="left">5 Years</td><td valign="top" align="left">$1,200</td></tr><tr><td valign="top" align="left">10 Years</td><td valign="top" align="left">$2,575</td></tr></table>2. Under the heading entitled, "What are the Fund's Main Investment Strategies?," please delete and replace the section with the following: "Under normal market conditions, the Fund expects to achieve a diversified mix of investment exposure to various asset classes by investing in various underlying mutual funds, ETFs and affiliated funds that are not offered to the public. From time to time, the Fund may also invest in securities or other investments directly. The asset classes in which the Fund will invest include both fixed income and equity but it is anticipated that the Fund will, in an effort to maximize return, have a greater exposure to equity investments. In implementing its strategy, the Adviser employs an asset allocation model to structure the portfolio across multiple diversified underlying portfolios selected based on the interplay of their return and risk profiles. The Underlying Funds will not be allocated according to a prescribed or set allocation. The Adviser's allocation model seeks to create an allocation mix which will maximize return while capturing the benefits of asset class diversification in periods of market volatility or in market environments in which certain asset classes have historically performed poorly. After establishing the asset classes represented in the Fund, the Adviser may then adjust such allocations based upon the Adviser's analysis of various qualitative data relating to macro trends in the U.S. and foreign economies and securities markets, generally. With regard to the portion of the Fund allocated to Underlying Funds and other securities with a primary strategy focus in the domestic equity markets, it is anticipated that such investments will emphasize the value style of investing. The Adviser also anticipates that it will normally invest a portion of the Fund's equity allocation in an Underlying Fund that primarily invests in international equity securities. The Fund may invest in certain Underlying Funds which give the Fund investment exposure to commodities. For example, the Fund may purchase an ETF which seeks to track the performance of a broad based commodity index. Further, the Adviser may also allocate a portion of the Fund's assets to Underlying Funds which provide short equity exposure. With respect to the Fund's investments in the fixed income asset class, the Fund may invest in Underlying Funds which invest in loan instruments, including trade finance loan instruments, mortgage-backed securities, corporate debt securities, including high yield securities, inflation-protected securities, dollar and non-dollar denominated international securities, including emerging market debt securities, and U.S. Treasury and U.S. government agency securities. The Fund's investment in trade finance loan instruments through another investment company may expose the Fund to risks of loss after redemption. The Fund may also invest, when market conditions dictate, in such fixed income securities directly. Additionally, in an attempt to limit downside risk, a volatility overlay strategy will be selectively employed during periods of historically high volatility, as measured by various market volatility measures such as the CBOE Volatility Index. It is anticipated that this volatility overlay will be achieved primarily through the use of index futures and/or options contracts (types of derivative instruments). Generally, however, the Adviser will not utilize the volatility strategy during periods where it believes there are benign credit conditions, which will generally be measured by the spreads between certain credit products." 3. Under the heading entitled, "What are the Main Risks of Investing in the Fund?," please delete and replace the section with the following: "All mutual funds take investment risks. It is possible to lose money on an investment in the Fund. The principal risks of investing in the Fund are: <ul> <li>Underlying Fund Risk. The risk that the Fund's performance is closely related to the risks associated with the securities and other investments held by the Underlying Funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of the Underlying Funds to achieve their investment objectives. </li></ul> <ul> <li>Stock Market Risk. The value of equity securities in the Fund's portfolio will fluctuate and, as a result, the Fund's Share price may decline suddenly or over a sustained period of time. </li></ul> <ul> <li>Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development or positive market development. Further, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market. </li></ul> <ul> <li>Risk of Foreign Investing. Because the Fund invests in securities issued by foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Risk of Investing in ADRs and Domestically-Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts (ADRs) and other domestically-traded securities of foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Custodial Services and Related Investment Costs. Custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. Such markets have settlement and clearance procedures that differ from those in the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. </li></ul> <ul> <li>Currency Risk. Exchange rates for currencies fluctuate daily. The combination of currency risk and stock market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. </li></ul> <ul> <li>Emerging Markets Risk. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies. </li></ul> <ul> <li>Small Company Risk. Because the smaller companies in which the Fund may invest may have unproven track records, a limited product or service base and limited access to capital, they may be more likely to fail than larger companies. </li></ul> <ul> <li>Medium-Sized Companies Risk. The Fund may invest in mid-size companies. Mid-capitalization companies often have narrower markets and limited managerial and financial resources compared to larger, more established companies. </li></ul> <ul> <li>Credit Risk. It is possible that interest or principal on securities will not be paid when due. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance. </li></ul> <ul> <li>Leverage Risk. Leverage risk is created when an investment (such as a derivative transaction) exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund's risk of loss and potential for gain. </li></ul> <ul> <li>Exchange-Traded Funds Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded). Investing in an ETF may incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such investment. </li></ul> <ul> <li>Short Selling Risk. A short sale by the Fund or an Underlying Fund involves borrowing a security from a lender which is then sold in the open market. At a future date, the security is repurchased by the Fund or an Underlying Fund and returned to the lender. While the security is borrowed, the proceeds from the sale are deposited with the lender and the Fund may be required to pay interest and/or the equivalent of any dividend payments paid by the security to the lender. If the value of the security declines between the time the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund or an Underlying Fund makes a profit on the difference (less any expenses the Fund is required to pay the lender). There is no assurance that a security will decline in value during the period of the short sale and make a profit for the Fund or an Underlying Fund. If the value of the security sold short increases between the time that the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund will realize a loss on the difference (plus any expenses the Fund is required to pay to the lender). This loss is theoretically unlimited as there is no limit as to how high the security sold short can appreciate in value, thus increasing the cost of buying that security to cover a short position. The Fund or an Underlying Fund may incur expenses in selling securities short and such expenses are investment expenses of the Fund or an Underlying Fund. </li></ul> <ul> <li>Risk of Investing in Commodities. Because the Fund may invest in instruments (including exchange-traded funds) whose performance is linked to the price of an underlying commodity or commodity index, the Fund may be subject to the risks of investing in physical commodities. These types of risks include regulatory, economic and political developments, weather events and natural disasters, pestilence, market disruptions and the fact that commodity prices may have greater volatility than investments in traditional securities. </li></ul> <ul> <li>Risk of Inflation-Protected Securities. The value of inflation-protected securities is subject to the effects of changes in market interest rates caused by factors other than inflation ("real interest rates"). If interest rates rise due to reasons other than inflation, the Fund's investment in these securities may not be protected to the extent that the increase is not reflected in the security's inflation measure. Generally, when real interest rates rise, the value of inflation-protected securities will fall and the Fund's value may decline as a result of this exposure to these securities. The greatest risk occurs when interest rates rise and inflation declines. In addition, the duration of inflation-protected bonds is unstable and difficult to calculate. Also interest rates on inflation protected bonds will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. </li></ul> <ul> <li>Sector Risk. Because the Fund may allocate relatively more assets to certain industry sectors than others, the Fund's performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. </li></ul> <ul> <li>Liquidity Risk. The equity securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. </li></ul> <ul> <li>Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer maturities. </li></ul> <ul> <li>Prepayment Risk. The Fund may invest in asset-backed and mortgage-backed securities, which may be subject to prepayment risk. If interest rates fall, and unscheduled prepayments on such securities accelerate, the Fund will be required to reinvest the proceeds at the lower interest rates then available. </li></ul> <ul> <li>Call Risk. Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a "call") at a price below its current market price. An increase in the likelihood of a call may reduce the security's price. </li></ul> <ul> <li>Risk Associated with Noninvestment-Grade Securities. The Fund may invest a portion of its assets in securities rated below investment grade which may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. </li></ul> <ul> <li>Risk Related to the Economy. Lower-grade bond returns are sensitive to changes in the economy. The value of the Fund's portfolio may decline in tandem with a drop in the overall value of the stock market based on negative developments in the U.S. and global economies. </li></ul> <ul> <li>Risk of Loss after Redemption. The Underlying Funds in which the Fund invests may cause the Fund to experience delays from the time it requests a redemption to the time that such redemption is processed. </li></ul> <ul> <li>Risks of Investing in Derivative Contracts and Hybrid Instruments. Derivative contracts and hybrid instruments involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts and hybrid instruments may also involve other risks described in this Prospectus or the Fund's Statement of Additional Information (SAI), such as stock market, interest rate, credit, currency, liquidity and leverage risks. </li></ul> <ul> <li>Technology Risk. Proprietary and third party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance. </li></ul> 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 or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency." 4. Under the heading entitled, "Average Annual Total Return Table," please add the following blended index line item and corresponding footnote: Blended Index3                                                -5.27% 0.80% 6.19% (reflects no deduction for fees, expenses or taxes) 3The Blended Index is a custom blended index comprised of 60% of the return of the MSCI All Country World Index and 40% of the return of the Barclays Universal Index.  Federated Capital Appreciation Fund II A Portfolio of Federated Insurance Series PRIMARY SHARES SUPPLEMENT TO PROSPECTUS DATED April 30, 2012 Effective February 15, 2013, Federated Capital Appreciation Fund II will change its name to "Federated Managed Tail Risk Fund II." Accordingly, any and all references to "Federated Capital Appreciation Fund II" should be deleted and replaced with "Federated Managed Tail Risk Fund II." 1. Under the heading entitled "RISK/RETURN SUMMARY: FEES AND EXPENSES," please delete the section and replace with the following: Note: The table below and the Example that follows it relate exclusively to the Primary Shares (PS) of the Fund. They do not reflect any additional fees or expenses that may be imposed by separate accounts of insurance companies or in connection with any variable annuity or variable life insurance contract. If these had been included, your costs would be higher. This table describes the fees and expenses that you may pay if you buy and hold PS class of the Fund. <table><tr><td valign="top" align="left">Shareholder Fees (fees paid directly from your investment)</td><td valign="top" align="left"> PS</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Redemption Fee (as a percentage of amount redeemed, if applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Exchange Fee</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) </td><td valign="top" align="left"> </td></tr><tr><td valign="top" align="left">Management Fee</td><td valign="top" align="left">0.85%</td></tr><tr><td valign="top" align="left">Distribution (12b-1) Fee</td><td valign="top" align="left">0.25%</td></tr><tr><td valign="top" align="left">Other Expenses</td><td valign="top" align="left">0.44%</td></tr><tr><td valign="top" align="left">Acquired Fund Fees and Expenses</td><td valign="top" align="left">0.70%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses</td><td valign="top" align="left">2.24%</td></tr><tr><td valign="top" align="left">Fee Waivers and/or Expense Reimbursements1</td><td valign="top" align="left">1.06%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements</td><td valign="top" align="left">1.18%</td></tr></table>1Effective February 15, 2013, the Adviser and its affiliates voluntarily agree to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses,) paid by the Fund (after the voluntary waivers and/or reimbursements) will not exceed 0.48% (the "Fee Limit") up to but not including the later of (the "Termination Date"): (a) May 1, 2014; or (b) the date of the Fund's next effective Prospectus. While the Adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Fund's Board of Trustees. <h3>Example </h3> This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that operating expenses are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be: <table><tr><td valign="top" align="left">1 Year</td><td valign="top" align="left">$227</td></tr><tr><td valign="top" align="left">3 Years</td><td valign="top" align="left">$700</td></tr><tr><td valign="top" align="left">5 Years</td><td valign="top" align="left">$1,200</td></tr><tr><td valign="top" align="left">10 Years</td><td valign="top" align="left">$2,575</td></tr></table>2. Under the heading entitled, "What are the Fund's Main Investment Strategies?," please delete and replace the section with the following: "Under normal market conditions, the Fund expects to achieve a diversified mix of investment exposure to various asset classes by investing in various underlying mutual funds, ETFs and affiliated funds that are not offered to the public. From time to time, the Fund may also invest in securities or other investments directly. The asset classes in which the Fund will invest include both fixed income and equity but it is anticipated that the Fund will, in an effort to maximize return, have a greater exposure to equity investments. In implementing its strategy, the Adviser employs an asset allocation model to structure the portfolio across multiple diversified underlying portfolios selected based on the interplay of their return and risk profiles. The Underlying Funds will not be allocated according to a prescribed or set allocation. The Adviser's allocation model seeks to create an allocation mix which will maximize return while capturing the benefits of asset class diversification in periods of market volatility or in market environments in which certain asset classes have historically performed poorly. After establishing the asset classes represented in the Fund, the Adviser may then adjust such allocations based upon the Adviser's analysis of various qualitative data relating to macro trends in the U.S. and foreign economies and securities markets, generally. With regard to the portion of the Fund allocated to Underlying Funds and other securities with a primary strategy focus in the domestic equity markets, it is anticipated that such investments will emphasize the value style of investing. The Adviser also anticipates that it will normally invest a portion of the Fund's equity allocation in an Underlying Fund that primarily invests in international equity securities. The Fund may invest in certain Underlying Funds which give the Fund investment exposure to commodities. For example, the Fund may purchase an ETF which seeks to track the performance of a broad based commodity index. Further, the Adviser may also allocate a portion of the Fund's assets to Underlying Funds which provide short equity exposure. With respect to the Fund's investments in the fixed income asset class, the Fund may invest in Underlying Funds which invest in loan instruments, including trade finance loan instruments, mortgage-backed securities, corporate debt securities, including high yield securities, inflation-protected securities, dollar and non-dollar denominated international securities, including emerging market debt securities, and U.S. Treasury and U.S. government agency securities. The Fund's investment in trade finance loan instruments through another investment company may expose the Fund to risks of loss after redemption. The Fund may also invest, when market conditions dictate, in such fixed income securities directly. Additionally, in an attempt to limit downside risk, a volatility overlay strategy will be selectively employed during periods of historically high volatility, as measured by various market volatility measures such as the CBOE Volatility Index. It is anticipated that this volatility overlay will be achieved primarily through the use of index futures and/or options contracts (types of derivative instruments). Generally, however, the Adviser will not utilize the volatility strategy during periods where it believes there are benign credit conditions, which will generally be measured by the spreads between certain credit products." 3. Under the heading entitled, "What are the Main Risks of Investing in the Fund?," please delete and replace the section with the following: "All mutual funds take investment risks. It is possible to lose money on an investment in the Fund. The principal risks of investing in the Fund are: <ul> <li>Underlying Fund Risk. The risk that the Fund's performance is closely related to the risks associated with the securities and other investments held by the Underlying Funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of the Underlying Funds to achieve their investment objectives. </li></ul> <ul> <li>Stock Market Risk. The value of equity securities in the Fund's portfolio will fluctuate and, as a result, the Fund's Share price may decline suddenly or over a sustained period of time. </li></ul> <ul> <li>Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development or positive market development. Further, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market. </li></ul> <ul> <li>Risk of Foreign Investing. Because the Fund invests in securities issued by foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Risk of Investing in ADRs and Domestically-Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts (ADRs) and other domestically-traded securities of foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Custodial Services and Related Investment Costs. Custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. Such markets have settlement and clearance procedures that differ from those in the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. </li></ul> <ul> <li>Currency Risk. Exchange rates for currencies fluctuate daily. The combination of currency risk and stock market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. </li></ul> <ul> <li>Emerging Markets Risk. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies. </li></ul> <ul> <li>Small Company Risk. Because the smaller companies in which the Fund may invest may have unproven track records, a limited product or service base and limited access to capital, they may be more likely to fail than larger companies. </li></ul> <ul> <li>Medium-Sized Companies Risk. The Fund may invest in mid-size companies. Mid-capitalization companies often have narrower markets and limited managerial and financial resources compared to larger, more established companies. </li></ul> <ul> <li>Credit Risk. It is possible that interest or principal on securities will not be paid when due. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance. </li></ul> <ul> <li>Leverage Risk. Leverage risk is created when an investment (such as a derivative transaction) exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund's risk of loss and potential for gain. </li></ul> <ul> <li>Exchange-Traded Funds Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded). Investing in an ETF may incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such investment. </li></ul> <ul> <li>Short Selling Risk. A short sale by the Fund or an Underlying Fund involves borrowing a security from a lender which is then sold in the open market. At a future date, the security is repurchased by the Fund or an Underlying Fund and returned to the lender. While the security is borrowed, the proceeds from the sale are deposited with the lender and the Fund may be required to pay interest and/or the equivalent of any dividend payments paid by the security to the lender. If the value of the security declines between the time the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund or an Underlying Fund makes a profit on the difference (less any expenses the Fund is required to pay the lender). There is no assurance that a security will decline in value during the period of the short sale and make a profit for the Fund or an Underlying Fund. If the value of the security sold short increases between the time that the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund will realize a loss on the difference (plus any expenses the Fund is required to pay to the lender). This loss is theoretically unlimited as there is no limit as to how high the security sold short can appreciate in value, thus increasing the cost of buying that security to cover a short position. The Fund or an Underlying Fund may incur expenses in selling securities short and such expenses are investment expenses of the Fund or an Underlying Fund. </li></ul> <ul> <li>Risk of Investing in Commodities. Because the Fund may invest in instruments (including exchange-traded funds) whose performance is linked to the price of an underlying commodity or commodity index, the Fund may be subject to the risks of investing in physical commodities. These types of risks include regulatory, economic and political developments, weather events and natural disasters, pestilence, market disruptions and the fact that commodity prices may have greater volatility than investments in traditional securities. </li></ul> <ul> <li>Risk of Inflation-Protected Securities. The value of inflation-protected securities is subject to the effects of changes in market interest rates caused by factors other than inflation ("real interest rates"). If interest rates rise due to reasons other than inflation, the Fund's investment in these securities may not be protected to the extent that the increase is not reflected in the security's inflation measure. Generally, when real interest rates rise, the value of inflation-protected securities will fall and the Fund's value may decline as a result of this exposure to these securities. The greatest risk occurs when interest rates rise and inflation declines. In addition, the duration of inflation-protected bonds is unstable and difficult to calculate. Also interest rates on inflation protected bonds will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. </li></ul> <ul> <li>Sector Risk. Because the Fund may allocate relatively more assets to certain industry sectors than others, the Fund's performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. </li></ul> <ul> <li>Liquidity Risk. The equity securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. </li></ul> <ul> <li>Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer maturities. </li></ul> <ul> <li>Prepayment Risk. The Fund may invest in asset-backed and mortgage-backed securities, which may be subject to prepayment risk. If interest rates fall, and unscheduled prepayments on such securities accelerate, the Fund will be required to reinvest the proceeds at the lower interest rates then available. </li></ul> <ul> <li>Call Risk. Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a "call") at a price below its current market price. An increase in the likelihood of a call may reduce the security's price. </li></ul> <ul> <li>Risk Associated with Noninvestment-Grade Securities. The Fund may invest a portion of its assets in securities rated below investment grade which may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. </li></ul> <ul> <li>Risk Related to the Economy. Lower-grade bond returns are sensitive to changes in the economy. The value of the Fund's portfolio may decline in tandem with a drop in the overall value of the stock market based on negative developments in the U.S. and global economies. </li></ul> <ul> <li>Risk of Loss after Redemption. The Underlying Funds in which the Fund invests may cause the Fund to experience delays from the time it requests a redemption to the time that such redemption is processed. </li></ul> <ul> <li>Risks of Investing in Derivative Contracts and Hybrid Instruments. Derivative contracts and hybrid instruments involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts and hybrid instruments may also involve other risks described in this Prospectus or the Fund's Statement of Additional Information (SAI), such as stock market, interest rate, credit, currency, liquidity and leverage risks. </li></ul> <ul> <li>Technology Risk. Proprietary and third party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance. </li></ul> 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 or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency." 4. Under the heading entitled, "Average Annual Total Return Table," please add the following blended index line item and corresponding footnote: Blended Index3                                                -5.27% 0.80% 6.19% (reflects no deduction for fees, expenses or taxes) 3The Blended Index is a custom blended index comprised of 60% of the return of the MSCI All Country World Index and 40% of the return of the Barclays Universal Index.  Federated Capital Appreciation Fund II A Portfolio of Federated Insurance Series SERVICE SHARES SUPPLEMENT TO PROSPECTUS DATED April 30, 2012 Effective February 15, 2013, Federated Capital Appreciation Fund II will change its name to "Federated Managed Tail Risk Fund II." Accordingly, any and all references to "Federated Capital Appreciation Fund II" should be deleted and replaced with "Federated Managed Tail Risk Fund II." 1. Under the heading entitled "RISK/RETURN SUMMARY: FEES AND EXPENSES," please delete the section and replace with the following: Note: The table below and the Example that follows it relate exclusively to the Service Shares (SS) of the Fund. They do not reflect any additional fees or expenses that may be imposed by separate accounts of insurance companies or in connection with any variable annuity or variable life insurance contract. If these had been included, your costs would be higher. This table describes the fees and expenses that you may pay if you buy and hold SS class of the Fund. <table><tr><td valign="top" align="left">Shareholder Fees (fees paid directly from your investment)</td><td valign="top" align="left"> SS</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, as applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions) (as a percentage of offering price)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Redemption Fee (as a percentage of amount redeemed, if applicable)</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Exchange Fee</td><td valign="top" align="left"> N/A</td></tr><tr><td valign="top" align="left">Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) </td><td valign="top" align="left"> </td></tr><tr><td valign="top" align="left">Management Fee</td><td valign="top" align="left">0.85%</td></tr><tr><td valign="top" align="left">Distribution (12b-1) Fee</td><td valign="top" align="left">0.25%</td></tr><tr><td valign="top" align="left">Other Expenses</td><td valign="top" align="left">0.44%</td></tr><tr><td valign="top" align="left">Acquired Fund Fees and Expenses</td><td valign="top" align="left">0.70%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses</td><td valign="top" align="left">2.24%</td></tr><tr><td valign="top" align="left">Fee Waivers and/or Expense Reimbursements1</td><td valign="top" align="left">0.81%</td></tr><tr><td valign="top" align="left">Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements</td><td valign="top" align="left">1.43%</td></tr></table>1Effective February 15, 2013, the Adviser and its affiliates voluntarily agree to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses,) paid by the Fund (after the voluntary waivers and/or reimbursements) will not exceed 0.73% (the "Fee Limit") up to but not including the later of (the "Termination Date"): (a) May 1, 2014; or (b) the date of the Fund's next effective Prospectus. While the Adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Fund's Board of Trustees. <h3>Example </h3> This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 for the time periods indicated and then redeem all of your Shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that operating expenses are as shown in the table above and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be: <table><tr><td valign="top" align="left">1 Year</td><td valign="top" align="left">$227</td></tr><tr><td valign="top" align="left">3 Years</td><td valign="top" align="left">$700</td></tr><tr><td valign="top" align="left">5 Years</td><td valign="top" align="left">$1,200</td></tr><tr><td valign="top" align="left">10 Years</td><td valign="top" align="left">$2,575</td></tr></table>2. Under the heading entitled, "What are the Fund's Main Investment Strategies?," please delete and replace the section with the following: "Under normal market conditions, the Fund expects to achieve a diversified mix of investment exposure to various asset classes by investing in various underlying mutual funds, ETFs and affiliated funds that are not offered to the public. From time to time, the Fund may also invest in securities or other investments directly. The asset classes in which the Fund will invest include both fixed income and equity but it is anticipated that the Fund will, in an effort to maximize return, have a greater exposure to equity investments. In implementing its strategy, the Adviser employs an asset allocation model to structure the portfolio across multiple diversified underlying portfolios selected based on the interplay of their return and risk profiles. The Underlying Funds will not be allocated according to a prescribed or set allocation. The Adviser's allocation model seeks to create an allocation mix which will maximize return while capturing the benefits of asset class diversification in periods of market volatility or in market environments in which certain asset classes have historically performed poorly. After establishing the asset classes represented in the Fund, the Adviser may then adjust such allocations based upon the Adviser's analysis of various qualitative data relating to macro trends in the U.S. and foreign economies and securities markets, generally. With regard to the portion of the Fund allocated to Underlying Funds and other securities with a primary strategy focus in the domestic equity markets, it is anticipated that such investments will emphasize the value style of investing. The Adviser also anticipates that it will normally invest a portion of the Fund's equity allocation in an Underlying Fund that primarily invests in international equity securities. The Fund may invest in certain Underlying Funds which give the Fund investment exposure to commodities. For example, the Fund may purchase an ETF which seeks to track the performance of a broad based commodity index. Further, the Adviser may also allocate a portion of the Fund's assets to Underlying Funds which provide short equity exposure. With respect to the Fund's investments in the fixed income asset class, the Fund may invest in Underlying Funds which invest in loan instruments, including trade finance loan instruments, mortgage-backed securities, corporate debt securities, including high yield securities, inflation-protected securities, dollar and non-dollar denominated international securities, including emerging market debt securities, and U.S. Treasury and U.S. government agency securities. The Fund's investment in trade finance loan instruments through another investment company may expose the Fund to risks of loss after redemption. The Fund may also invest, when market conditions dictate, in such fixed income securities directly. Additionally, in an attempt to limit downside risk, a volatility overlay strategy will be selectively employed during periods of historically high volatility, as measured by various market volatility measures such as the CBOE Volatility Index. It is anticipated that this volatility overlay will be achieved primarily through the use of index futures and/or options contracts (types of derivative instruments). Generally, however, the Adviser will not utilize the volatility strategy during periods where it believes there are benign credit conditions, which will generally be measured by the spreads between certain credit products." 3. Under the heading entitled, "What are the Main Risks of Investing in the Fund?," please delete and replace the section with the following: "All mutual funds take investment risks. It is possible to lose money on an investment in the Fund. The principal risks of investing in the Fund are: <ul> <li>Underlying Fund Risk. The risk that the Fund's performance is closely related to the risks associated with the securities and other investments held by the Underlying Funds and that the ability of a Fund to achieve its investment objective will depend upon the ability of the Underlying Funds to achieve their investment objectives. </li></ul> <ul> <li>Stock Market Risk. The value of equity securities in the Fund's portfolio will fluctuate and, as a result, the Fund's Share price may decline suddenly or over a sustained period of time. </li></ul> <ul> <li>Risk Related to Investing for Value. Due to their relatively low valuations, value stocks are typically less volatile than growth stocks. For instance, the price of a value stock may experience a smaller increase on a forecast of higher earnings, a positive fundamental development or positive market development. Further, value stocks tend to have higher dividends than growth stocks. This means they depend less on price changes for returns and may lag behind growth stocks in an up market. </li></ul> <ul> <li>Risk of Foreign Investing. Because the Fund invests in securities issued by foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Risk of Investing in ADRs and Domestically-Traded Securities of Foreign Issuers. Because the Fund may invest in American Depositary Receipts (ADRs) and other domestically-traded securities of foreign companies, the Fund's Share price may be more affected by foreign economic and political conditions, taxation policies and accounting and auditing standards than would otherwise be the case. </li></ul> <ul> <li>Custodial Services and Related Investment Costs. Custodial services and other costs relating to investment in international securities markets generally are more expensive than in the United States. Such markets have settlement and clearance procedures that differ from those in the United States. The inability of the Fund to make intended securities purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. </li></ul> <ul> <li>Currency Risk. Exchange rates for currencies fluctuate daily. The combination of currency risk and stock market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. </li></ul> <ul> <li>Emerging Markets Risk. Securities issued or traded in emerging markets generally entail greater risks than securities issued or traded in developed markets. Emerging market countries may have relatively unstable governments and may present the risk of nationalization of businesses, expropriation, confiscatory taxation or, in certain instances, reversion to closed market, centrally planned economies. </li></ul> <ul> <li>Small Company Risk. Because the smaller companies in which the Fund may invest may have unproven track records, a limited product or service base and limited access to capital, they may be more likely to fail than larger companies. </li></ul> <ul> <li>Medium-Sized Companies Risk. The Fund may invest in mid-size companies. Mid-capitalization companies often have narrower markets and limited managerial and financial resources compared to larger, more established companies. </li></ul> <ul> <li>Credit Risk. It is possible that interest or principal on securities will not be paid when due. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance. </li></ul> <ul> <li>Leverage Risk. Leverage risk is created when an investment (such as a derivative transaction) exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund's risk of loss and potential for gain. </li></ul> <ul> <li>Exchange-Traded Funds Risk. An investment in an ETF generally presents the same primary risks as an investment in a conventional fund (i.e., one that is not exchange traded). Investing in an ETF may incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such investment. </li></ul> <ul> <li>Short Selling Risk. A short sale by the Fund or an Underlying Fund involves borrowing a security from a lender which is then sold in the open market. At a future date, the security is repurchased by the Fund or an Underlying Fund and returned to the lender. While the security is borrowed, the proceeds from the sale are deposited with the lender and the Fund may be required to pay interest and/or the equivalent of any dividend payments paid by the security to the lender. If the value of the security declines between the time the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund or an Underlying Fund makes a profit on the difference (less any expenses the Fund is required to pay the lender). There is no assurance that a security will decline in value during the period of the short sale and make a profit for the Fund or an Underlying Fund. If the value of the security sold short increases between the time that the Fund or an Underlying Fund borrows the security and the time it repurchases and returns the security to the lender, the Fund will realize a loss on the difference (plus any expenses the Fund is required to pay to the lender). This loss is theoretically unlimited as there is no limit as to how high the security sold short can appreciate in value, thus increasing the cost of buying that security to cover a short position. The Fund or an Underlying Fund may incur expenses in selling securities short and such expenses are investment expenses of the Fund or an Underlying Fund. </li></ul> <ul> <li>Risk of Investing in Commodities. Because the Fund may invest in instruments (including exchange-traded funds) whose performance is linked to the price of an underlying commodity or commodity index, the Fund may be subject to the risks of investing in physical commodities. These types of risks include regulatory, economic and political developments, weather events and natural disasters, pestilence, market disruptions and the fact that commodity prices may have greater volatility than investments in traditional securities. </li></ul> <ul> <li>Risk of Inflation-Protected Securities. The value of inflation-protected securities is subject to the effects of changes in market interest rates caused by factors other than inflation ("real interest rates"). If interest rates rise due to reasons other than inflation, the Fund's investment in these securities may not be protected to the extent that the increase is not reflected in the security's inflation measure. Generally, when real interest rates rise, the value of inflation-protected securities will fall and the Fund's value may decline as a result of this exposure to these securities. The greatest risk occurs when interest rates rise and inflation declines. In addition, the duration of inflation-protected bonds is unstable and difficult to calculate. Also interest rates on inflation protected bonds will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. </li></ul> <ul> <li>Sector Risk. Because the Fund may allocate relatively more assets to certain industry sectors than others, the Fund's performance may be more susceptible to any developments which affect those sectors emphasized by the Fund. </li></ul> <ul> <li>Liquidity Risk. The equity securities in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. </li></ul> <ul> <li>Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. Interest rate changes have a greater effect on the price of fixed-income securities with longer maturities. </li></ul> <ul> <li>Prepayment Risk. The Fund may invest in asset-backed and mortgage-backed securities, which may be subject to prepayment risk. If interest rates fall, and unscheduled prepayments on such securities accelerate, the Fund will be required to reinvest the proceeds at the lower interest rates then available. </li></ul> <ul> <li>Call Risk. Call risk is the possibility that an issuer may redeem a fixed-income security before maturity (a "call") at a price below its current market price. An increase in the likelihood of a call may reduce the security's price. </li></ul> <ul> <li>Risk Associated with Noninvestment-Grade Securities. The Fund may invest a portion of its assets in securities rated below investment grade which may be subject to greater interest rate, credit and liquidity risks than investment-grade securities. </li></ul> <ul> <li>Risk Related to the Economy. Lower-grade bond returns are sensitive to changes in the economy. The value of the Fund's portfolio may decline in tandem with a drop in the overall value of the stock market based on negative developments in the U.S. and global economies. </li></ul> <ul> <li>Risk of Loss after Redemption. The Underlying Funds in which the Fund invests may cause the Fund to experience delays from the time it requests a redemption to the time that such redemption is processed. </li></ul> <ul> <li>Risks of Investing in Derivative Contracts and Hybrid Instruments. Derivative contracts and hybrid instruments involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this Prospectus. Derivative contracts and hybrid instruments may also involve other risks described in this Prospectus or the Fund's Statement of Additional Information (SAI), such as stock market, interest rate, credit, currency, liquidity and leverage risks. </li></ul> <ul> <li>Technology Risk. Proprietary and third party data and systems are utilized to support decision making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance. </li></ul> 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 or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency." 4. Under the heading entitled, "Average Annual Total Return Table," please add the following blended index line item and corresponding footnote: Blended Index3                                                -5.27% 0.80% 6.19% (reflects no deduction for fees, expenses or taxes) 3The Blended Index is a custom blended index comprised of 60% of the return of the MSCI All Country World Index and 40% of the return of the Barclays Universal Index.  2012-12-14