1940 Act File No. 811-07461
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 3 .......................................................X
FEDERATED INVESTMENT PORTFOLIOS
(Exact name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esq., Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
......... Copies To:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
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EXPLANATORY NOTE
This Amendment to the Registrant's Registration Statement on Form N-1A
( the "Registration Statement") has been filed by the Registrant
pursuant to Section 8(b) of the Investment Company Act of 1940.
However, beneficial interests in the series of the Registrant are not
registered under the Securities Act of 1933( the "1933 Act"), because
such interests will be issued solely in private placement transactions
that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. Investments in the Registrant's series
may only be made by investment companies, insurance company separate
accounts, common or commingled trust funds or similar organizations or
entities that are "accredited investors" within the meaning of
Regulation D under the 1933 Act. The Registration Statement does not
constitute an offer to sell, or the solicitation of an offer to buy,
any beneficial interests in any series of the Registrant.
Throughout this Registration Statement, information concerning Bond
Index Portfolio (the "Portfolio") is incorporated herein by reference
from Post-Effective Amendment No. 3 to the Registration Statement of
Federated Investment Trust (1940 Act File No. 811-07477, EDGAR
Accession No. 0001005200-97-000006), which was filed with the
Securities and Exchange Commission ("SEC") on September 26, 1997 (the
"Spoke Fund's Registration Statement"). The Spoke Fund's Registration
Statement contains the Prospectuses and Statement of Additional
Information for Federated Bond Index Fund (Institutional Shares and
Institutional Service Shares), which invests substantially all of its
assets in the Portfolio.
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A-8
PART A DATED SEPTEMBER 30, 1997 .
Responses to Items 1, 2, 3 and 5A have been omitted pursuant to
paragraph 4 of the General Instruction F to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT
Federated Investment Portfolios (the "Trust") is an open-end
management investment company which was organized as a Massachusetts
business trust under a Declaration of Trust dated as of September 29,
1995. The Declaration permits the Trust to offer separate series of
shares of beneficial interest representing interests in separate
portfolios of securities ("Series"). The shares in any one Series may
be offered in separate classes. The Board of Trustees ("Trustees") is
currently offering one diversified Series, Bond Index Portfolio.
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. Investments in the
Portfolio may only be made by investment companies, insurance company
separate accounts, common or commingled trust funds or similar
organizations or entities that are "accredited investors" within the
meaning of Regulation D under the 1933 Act. This Registration
Statement does not constitute an offer to sell, or the solicitation of
an offer to buy, any "security" within the meaning of the 1933 Act.
Federated Research Corp. is the investment adviser for the Portfolio
and has delegated the daily management of the security holdings of the
Portfolio to United States Trust Company of New York ("U.S. Trust
Company," and collectively, with Federated Research Corp., the
"investment managers").
The Trust is utilizing certain proprietary rights, know-how and
financial services referred to as Hub and Spoke(R) from Signature
Financial Group, Inc. Hub and Spoke(R) is a two-tier structure
master/feeder fund and a registered service mark of Signature
Financial Group, Inc., which is licensed to Federated Services
Company.
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INVESTMENT OBJECTIVES AND POLICIES
INTRODUCTION
Unless otherwise stated, the investment objective, policies and
strategies discussed herein and in Part B are deemed
"non-fundamental," i.e., the approval of the investors in the
Portfolio is not required to change the Portfolio's investment
objective or any of its investment policies and strategies.
The investment objective of the Portfolio is to provide investment
results that correspond to the investment performance of the Lehman
Brothers Aggregate Bond Index (the "Aggregate Bond Index"), a broad
market-weighted index which encompasses U.S. Treasury and agency
securities, corporate investment grade bonds, and mortgage-backed
securities, each with maturities greater than one year. The Portfolio
seeks to achieve its investment objective by replicating the yield and
total return of the Aggregate Bond Index through a statistically
selected sample of debt instruments. The Aggregate Bond Index is a
broad market-weighted index of U.S. investment grade fixed income
securities.
Additional information about the investment policies and strategies of
the Portfolio appears in Part B. There can be no assurance that the
investment objective of the Portfolio will be achieved.
INVESTMENT POLICIES AND STRATEGIES
The Registrant incorporates by reference information concerning the
Portfolio's investment objective and policies and the risk factors
associated with investments in the Portfolio from the sections
entitled "Investment Philosophy and Strategies", "Additional
Investment Strategies and Techniques; Risk Factors," "Investment
Limitations," and "Special Information Concerning Hub and Spoke" in
the Spoke Fund's Prospectuses ("Spoke Fund's Prospectuses"). Further
information about the policies of the Portfolio and risk factors
associated with investments in the Portfolio is incorporated herein by
reference from the sections entitled "Investment Limitations" and
"Appendix" in the Spoke Fund's Statement of Additional Information
("Spoke Fund's SAI").
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ITEM 5. MANAGEMENT OF THE REGISTRANT
(a-e) Registrant incorporates by reference information concerning the
management of the Portfolio from "Management of the Trust and
Federated Portfolios," "Effect of Banking Laws" and "Service Providers
of the Portfolio" in the Spoke Fund's Prospectuses. Further
information about the service providers of the Portfolio is
incorporated herein by reference from the section entitled "Service
Providers" in the Spoke Fund's SAI.
(f) Registrant incorporates by reference information concerning the expenses of
the Trust from the Annual Report to Investors dated May 31, 1997
(File No. 811-07461).
(g) Not applicable.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES
(a) The Portfolio is a series of the Trust, which is organized as a
series trust under the laws of the Commonwealth of Massachusetts.
Under the Declaration of Trust, the Trustees are authorized to issue
beneficial interests in one or more series (each a "Series").
Currently, only the Bond Index Portfolio is being offered to
investors.
Investments in a Series may not be transferred, but an investor may
withdraw all or any portion of its investment. Certificates of shares
of beneficial interests in the Trust will not be issued. Investors in
a Series (e.g., investment companies, insurance company separate
accounts and common and commingled trust funds) will each be liable
for all obligations of that Series (and of no other Series) or of the
overall obligations of the Trust. However, the risk of an investor in
a Series incurring financial loss on account of such liability is
limited to circumstances in which the Series itself is unable to meet
its obligations. Investors in a Series have no preemptive or
conversion rights and are fully paid and non-assessable, except as set
forth below.
Each investor is entitled to a vote in proportion to the amount of its
investment in a Series. Investors in a Series do not have cumulative
voting rights, and a plurality of the aggregate beneficial interests
in all outstanding Series may elect all of the Trustees if they choose
to do so and in such event other investors would not be able to elect
any Trustees. Investors in each Series will vote as a separate class,
except as to voting for the election or removal of Trustees, the
termination of the Trust, as otherwise required by the 1940 Act, or if
determined by the Trustees
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to be a matter which affects all Series. As to any matter which does
not affect a particular Series, only investors in the one or more
affected Series are entitled to vote. The Trust is not required and
has no current intention of holding annual meetings of investors, but
the Trust will hold special meetings of investors when, in the
judgment of the Trust's Trustees, it is necessary or desirable to
submit matters for an investor vote. Changes in fundamental policies
will be submitted to investors for approval. Investors under certain
circumstances (e.g., upon application and submission of certain
specified documents to the Trustees by a specified number of
investors) have the right to communicate with other investors in
connection with requesting a meeting of investors for the purpose of
removing one or more Trustees. Investors also have the right to remove
one or more Trustees without a meeting by a declaration in writing by
a specified number of investors. Upon liquidation of a Series,
investors would be entitled to share pro rata in the net assets of
that Series (and no other Series) available for distribution to
investors. (b) As of September 1, 1997, Excelsior Institutional
Trust's, Excelsior Institutional Bond Index Fund owned approximately
29.40% of the beneficial interests of the Portfolio and Federated Bond
Index Fund owned approximately 70.60% of the beneficial interests of
the Portfolio and therefore, may, for certain purposes, be deemed to
control the Portfolio and be able to affect the outcome of certain
matters presented for a vote of shareholders. (c) Not applicable.
(d) Registrant incorporates by reference information concerning
the Portfolio's capital stock from the section entitled "Description
of Federated Portfolios/Beneficial Interests" in the Spoke Fund's SAI.
(e) Investor inquiries regarding the Trust may be directed to the
Trust, Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(1-800-341-7400).
(f) The Portfolio determines its net income and realized capital
gains, if any, on each Portfolio Business Day (as defined below) and
allocates all such income and gain pro rata among the investors in the
Portfolio at the time of such determination.
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The "net income" of the Portfolio shall consist of (i) all income
accrued, less the amortization of any premium, on the assets of the
Portfolio, less (ii) all actual and accrued expenses of the Portfolio
determined in accordance with generally accepted accounting
principles. Interest income includes discount earned (including both
original issue and market discount) on discount paper accrued ratably
to the date of maturity and any net realized gains or losses on the
assets of the Portfolio. All the net income of the Portfolio is
allocated pro rata among the investors in the Portfolio (and no other
Series).
(g) Under its anticipated method of operation, the Portfolio will not
be subject to any income tax. However, each investor in the Portfolio
will be taxable on its share (as determined in accordance with the
governing instruments of the Trust) of the Portfolio's ordinary income
and capital gain in determining its income tax liability. The
determination of such share will be made in accordance with the
Internal Revenue Code of 1986 (the "Code"), and regulations
promulgated thereunder.
It is intended that the Portfolio's assets, income and distributions
will be managed in such a way that an investor in the Portfolio will
be able to satisfy the requirements of Subchapter M of the Code,
assuming that the investor invested all of its assets in the
Portfolio.
For more information on tax matters, see Item 20 in Part B.
(h) Not applicable.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED
(a) Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. See Item 4 above.
Registrant incorporates by reference information concerning the
Portfolio's placement agent and valuation of securities from the
sections entitled "Service Providers of the Portfolios" and "Investing
in Institutional (or Institutional Service) Shares/What Shares Cost"
in the Spoke Fund's Prospectuses and "Determining Net Asset
Value/Determining Market Value of Securities" in the Spoke Fund's SAI.
For additional information on the valuation of the Portfolio's
securities, see Item 19 in Part B. The Trust reserves the
right to cease accepting investments in the Portfolio at any time or
to reject any
investment order.
<PAGE>
(c) An investment in the Portfolio may be made without sales charge at
the net asset value next determined if an order is received "in good
order" by the Trust.
(d) There is no minimum initial or subsequent investment in the
Portfolio. However, because the Portfolio intends to be as fully
invested at all times as is reasonably practicable in order to enhance
the yield on its assets, investments must be made in federal funds
(i.e., monies credited to the account of the Portfolio's custodian
bank by a Federal Reserve Bank).
(e) Not applicable.
(f) Not applicable.
ITEM 8. REDEMPTION OR REPURCHASE
(a) An investor in the Portfolio may withdraw all or any portion of
its investment at the net asset value next determined if a withdrawal
request in proper form is furnished by the investor to the Trust by
the designated cutoff time for each accredited investor. The proceeds
of a reduction or withdrawal will be paid by the Trust in federal
funds normally on the Portfolio Business Day the withdrawal is
effected, but in any event within seven days. The Trust, on behalf of
the Portfolio, reserves the right to pay redemptions in kind. See Item
19 in Part B. Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds
postponed during any period in which the New York Stock Exchange
("NYSE") is closed (other than weekends or holidays) or trading on the
NYSE is restricted or, to the extent otherwise permitted by the 1940
Act, if an emergency exists.
(b) Not applicable.
(c) Not applicable.
(d) See Item 8(a) above.
ITEM 9. PENDING LEGAL PROCEEDINGS
None.
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B-7
PART B.
ITEM 10. COVER PAGE
This Part B, dated September 30, 1997, sets forth information which
may be of interest to investors but which is not necessarily included
in Part A, dated September 30, 1997, as it may be amended from time to
time. This Part B should be read only in conjunction with Part A, a
copy of which may be obtained by an investor without charge by writing
the Trust or calling 1-800-341-7400.
ITEM 11. TABLE OF CONTENTS
General Information and History B-1
Investment Objective and Policies B-1
Management of the Registrant B-2
Control Persons and Principal
Holders of Securities B-2
Investment Advisory and Other
Services B-2
Brokerage Allocation and Other
Practices B-3
Capital Stock and Other Securities B-4
Purchase, Redemption, and Pricing
of Securities being Offered B-4
Tax Status B-5
Underwriters B-5
Calculation of Performance Data B-5
Financial Statements B-5
ITEM 12. GENERAL INFORMATION AND HISTORY
Not applicable.
ITEM 13. INVESTMENT OBJECTIVE AND POLICIES
(a-c) Part A contains additional information about the investment
objectives and policies and management techniques of the Portfolio.
This Part B should only be read in conjunction with Part A of the
registration statement.
Registrant incorporates by reference information concerning the
Portfolio's Investment Objective and Policies from the sections
entitled "Investment Objective and Policies," "Investment Limitations"
and "Appendix" in the Spoke Fund's SAI.
(d) Registrant incorporates by reference information concerning the
Portfolio's Portfolio Turnover from the section entitled "Portfolio
Turnover" in the Spoke Fund's SAI.
<PAGE>
ITEM 14. MANAGEMENT OF THE REGISTRANT
(a-c) Registrant incorporates by reference information concerning the
Management of the Portfolio from the sections entitled "Management of
the Trust and Federated Portfolios" and "Trustees' Compensation" in
the Spoke Fund's SAI.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
(a) As of September 1, 1997, the following investors of record owned
25% or more of the Portfolio's outstanding beneficial interests:
Excelsior Institutional Bond Index Fund, a portfolio of Excelsior
Institutional Trust, a registered, open-end investment company
organized under the laws of the State of Delaware, located at 73
Tremont Street, Boston, Massachusetts, 02108, owned approximately
29.40% of the Portfolio's outstanding beneficial interests. Federated
Bond Index Fund, a portfolio of Federated Investment Trust, a
registered, open-end investment company organized under the laws of
the Commonwealth of Massachusetts, located at Federated Investors
Tower, Pittsburgh, Pennsylvania, 15222-3779, owned approximately
70.60% of the Portfolio's outstanding beneficial interests. (b)
See Item 15(a) above.
(c) Officers and Trustees own less than 1% of the Registrant's outstanding
shares.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES
(a-b) Registrant incorporates by reference information concerning the
Investment Management and Other Services of the Portfolio from
"Management of the Trust and Federated Portfolios," "Effect of Banking
Laws" and "Service Providers of the Portfolio" in the Spoke Fund's
Prospectuses. Further information about the service providers of the
Portfolio is incorporated herein by reference from the sections
entitled "Investment Advisory and Sub-Advisory Services," "Service
Providers," and "Financial Statements" in the Spoke Fund's SAI.
(c) Federated Investors has agreed to maintain total operating
expenses (after waivers and reimbursements) of the Portfolio at no
greater than 0.20% of average net assets.
<PAGE>
(d) Registrant incorporates by reference information concerning the
administration of the Portfolio from the sections entitled "Service
Providers/Administration" in the Spoke Fund's SAI.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h-i) Registrant incorporates by reference information concerning the
Custodian, Portfolio Recordkeeper and Independent Auditors of the
Portfolio from the sections entitled "Service Providers/Custodian and
Portfolio Recordkeeper and Independent Auditors" in the Spoke Fund's
SAI.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
(a) Research services provided by brokers and dealers may be used by
the investment managers or by their affiliates in advising the
Portfolio and other accounts. To the extent that receipt of these
services may supplant services for which the investment managers or
their affiliates might otherwise have paid, it would tend to reduce
their expenses. Registrant incorporates by reference information
concerning the Brokerage Allocation and Other Practices of the
Portflio from the section entitled "Brokerage Transactions" in the
Spoke Fund's SAI.
(b) For the fiscal years ended May 31, 1997 and 1996 and for the
period from July 11, 1994 (date of initial public investment) to May
31, 1995, the Registant paid no brokerage commissions.
(c) See response to (a).
(d) Not applicable.
(e) Registrant incorporates by reference information concerning the
Brokerage Allocation and Other Practices of the Portfolio from the
section entitled "Brokerage Transactions" in the Spoke Fund's SAI.
<PAGE>
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES
(a) Registrant incorporates by reference information concerning the
Capital Stock and Other Securities of the Portfolio from the section
entitled "Description of Federated Portfolios/Beneficial Interests" in
the Spoke Fund's SAI. Any property of the Trust is allocated and
belongs to a specific Series to the exclusion of all other Series. All
consideration received by the Trust for the issuance and sale of
beneficial interests in a particular Series, together with all assets
in which such consideration is invested or reinvested, all income,
earnings and proceeds thereof, and any funds or payments derived from
any reinvestment of such proceeds, is held by the Trustees in a
separate account or accounts (a Series) for the benefit of investors
in that Series and irrevocably belongs to that Series for all
purposes. (b) Not applicable.
ITEM 19. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES BEING OFFERED
(a) Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. See Item 4 in Part
A of this Registration Statement. (b) Registrant incorporates by
reference information concerning Determining the Portfolio's Net Asset
Value from the section entitled "Determining Net Asset
Value/Determining Market Value of Securities" in the Spoke Fund's SAI.
(c) The Portfolio reserves the right, at its complete discretion,
to redeem its shares of beneficial interest wholly or partly in
portfolio securities ("redemption in kind") instead of in cash, and to
deliver one or more portfolio securities in satisfaction of the
redemption request regardless of which securities were deposited by
the investor or the composition of the portfolio of the Portfolio at
the time of redemption.
<PAGE>
ITEM 20. TAX STATUS
The Trust is organized as a Massachusetts business trust. The
Portfolio is not subject to any income or franchise tax in the
Commonwealth of Massachusetts. However, each investor in the Portfolio
will be taxable on its share (as determined in accordance with the
governing instruments of the Trust) of the Portfolio's ordinary income
and capital gains in determining its income tax liability. The
determination of such share will be made in accordance with the Code
and regulations promulgated thereunder.
Registrant incorporates by reference information concerning the
Portfolio's Tax Status from the section entitled "Tax Status/The
Fund's Tax Status" in the Spoke Fund's SAI.
The Portfolio's taxable year-end will be May 31st. Although, as
described above, the Portfolio will not be subject to federal income
tax, it will file appropriate income tax returns.
There are certain tax issues that will be relevant to only certain of
the investors, specifically investors that are segregated asset
accounts and investors who contribute assets rather than cash to the
Portfolio. It is intended that such segregated asset accounts will be
able to satisfy diversification requirements applicable to them and
that such contributions of assets will not be taxable provided certain
requirements are met. Such investors are advised to consult their own
tax advisors as to the tax consequences of an investment in the
Portfolio.
OTHER TAXATION. Investors are advised to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in
the Portfolio.
ITEM 21. UNDERWRITERS
Not applicable.
ITEM 22. CALCULATION OF PERFORMANCE DATA
Not applicable.
ITEM 23. FINANCIAL STATEMENTS
(a) Investors of record will receive unaudited semi-annual reports and
annual reports audited by the Portfolio's independent auditors.
<PAGE>
(b) The Financial Statements are incorporated by reference from the
Annual Report to Investors dated May 31, 1997 (File No. 811-07461).
The information contained in the Annual Report represents financial
information for Bond Market Portfolio, a portfolio of St. James
Portfolios, for the fiscal year ended May 31, 1995 (audited) and for
the period from June 1, 1995 to January 2, 1996. Effective January 2,
1996 (the "Transaction Date"), the Portfolio received all of the
assets of Excelsior Institutional Bond Index Fund, a series of
Excelsior Institutional Trust, which had invested all of its assets in
Bond Market Portfolio (the "Predecessor Portfolio"), a portfolio of
the St. James Portfolios in exchange for shares of beneficial interest
in the Portfolio. These assets represented substantially all of the
Predecessor Portfolio's assets as of the Transaction Date. The
Predecessor Portfolio's information is deemed relevant with respect to
the Portfolio and its investors since the Portfolio's investment
objective, policies, and limitations are essentially identical to
those of the Predecessor Portfolio, and the Portfolio has succeeded to
the financial history and performance of the Predecessor Portfolio.
Past performance is not indicative of future performance. Investment
returns and principal values will vary and beneficial interests in the
Portfolio may be worth more or less at redemption than their original
cost.
<PAGE>
PART C. OTHER INFORMATION.
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS:
(a) The Financial Statements are incorporated
by reference from the Annual Report to
Investors dated May 31, 1997 for Bond
Index Portfolio (811-07461) which contains
the following:
Federated Bond Index Portfolio, a series of
Federated Investment Portfolios Portfolio of
Investments (as of May 31, 1997 (audited)).
Statements of Assets and Liabilities (for the fiscal
year ended May 31, 1997 (audited))
Statements of Operations (for the fiscal
year ended May 31, 1997 (audited))
Statements of Changes in Net Assets (for
the fiscal years ended
May 31, 1997 and 1996 (audited)) Notes to
Financial Statements Report of Ernst &
Young LLP, Independent Auditors
(b) Exhibits filed herewith:
(1) (i) Conformed copy of Registrant's
Declaration of Trust; (1) (ii)
Conformed copy of Registrant's
Amended and Restated Declaration
of Trust (effective March 1,
1996); (2)
(2) (i) Copy of By-Laws of the
Registrant; (1);
(ii) Copy of By-Laws of the Registrant as
Amended and Restated
(Effective March 1, 1996); (2)
(3) Not applicable;
(4) Not applicable;
(5) (i) Conformed copy of Investment Advisory
Contract of the Registrant; (3)
(ii) Conformed copy of the Sub-Advisory
Agreement of the Registrant; (3)
+ All exhibits have been filed electronically.
1. Response is incorporated by Reference to Registrant's Initial
Registration Statement on Form N-1A filed December 21, 1995.
(File No. 811-07461).
2. Response is incorporated by Reference to Amendment No. 1 to the
Registration Statement of the Registrant on Form N-1A filed March
7, 1996 (File No. 811-07461).
3. Response is incorporated by Reference to Amendment No. 2 to the
Registration Statement of the Registrant on Form N-1A filed
September 24, 1996 (File No. 811-07461).
<PAGE>
(6) Not applicable;
(7) Not applicable;
(8) Conformed copy of the Custodian Agreement of the
Registrant; (3)
(9) (i)Conformed Copy of Fund Accounting,
Administrative Services and Custody
Services Procurement; (3)
(ii) Conformed Copy of Assignment of Fund
Accounting Administrative Services
and Custody Services Procurement; (3)
(iii)Conformed Copy of the Placement
Agent Contract of the Registrant; (2)
(iv)Conformed Copy of Exhibits A and B
to Placement Agent Contract of the
Registrant; + (10) Not applicable;
(11) Not applicable; (12) Not applicable;
(13) Not applicable; (14) Not applicable;
(15) Not applicable; (16) Not applicable;
(17) Not Applicable; (18) Not Applicable;
(19) Conformed Copy of Power of Attorney;+
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES OF BOND INDEX PORTFOLIO AS OF
SEPTEMBER 1, 1997: two.
ITEM 27. INDEMNIFICATION: (1)
+ All exhibits have been filed electronically.
1. Response is incorporated by Reference to Registrant's Initial
Registration Statement on Form N-1A filed December 21, 1995.
(File No. 811-07461).
2. Response is incorporated by Reference to Amendment No. 1 to the
Registration Statement of the Registrant on Form N-1A filed March
7, 1996 (File No. 811-07461).
3. Response is incorporated by Reference to Amendment No. 2 to the
Registration Statement of the Registrant on Form N-1A filed
September 24, 1996 (File No. 811-07461).
<PAGE>
Item 28. Business and Other Connections of Investment Adviser:
(a) For a description of the other business of the investment
adviser, see the section entitled "Management of the
Registrant"in Part A. The affiliations with the Registrant of
four of the Trustees and one of the Officers of the investment
adviser are included in Part B of this Registration Statement
under "Management of the Registrant." The remaining Trustee of
the investment adviser, his position with the investment adviser,
and, in parentheses, his principal occupation is: Mark D. Olson
(Partner, Wilson, Halbrook & Bayard), 107 W. Market Street,
Georgetown, Delaware 19947.
The remaining Officers of the investment adviser are:
Executive Vice Presidents: William D. Dawson, III
Henry A. Frantzen
J. Thomas Madden
Senior Vice Presidents: Peter R. Anderson
Drew J. Collins
Jonathan C. Conley
Deborah A. Cunningham
Mark E. Durbiano
J. Alan Minteer
Susan M. Nason
Mary Jo Ochson
Vice Presidents: J. Scott Albrecht
Joseph M. Balestrino
Randall S. Bauer
David F. Belton
David A. Briggs
Kenneth J. Cody
Alexandre de Bethmann
Michael P. Donnelly
Linda A. Duessel
Donald T. Ellenberger
Kathleen M. Foody-Malus
Thomas M. Franks
Edward C. Gonzales
James E. Grefenstette
Susan R. Hill
Stephen A. Keen
Robert K. Kinsey
Robert M. Kowit
Jeff A. Kozemchak
<PAGE>
Marian R. Marinack
Sandra L. McInerney
Robert J. Ostrowski
Charles A. Ritter
Scott B. Schermerhorn
Frank Semack
Aash M. Shah
William F. Stotz
Tracy P. Stouffer
Edward J. Tiedge
Paige M. Wilhelm
Jolanta M. Wysocka
Assistant Vice Presidents: Todd A. Abraham
Stefanie L. Bachhuber
Arthur J. Barry
Micheal W. Casey
Robert E. Cauley
Donna M. Fabiano
John T. Gentry
William R. Jamison
Constantine Kartsonsas
Robert M. Marsh
Joseph M. Natoli
Keith J. Sabol
Michael W. Sirianni
Gregg S. Tenser
Secretary: Stephen A. Keen
Treasurer: Thomas R. Donahue
Assistant Secretaries: Thomas R. Donahue
Richard B. Fisher
Christine I. McGonigle
Assistant Treasurer: Richard B. Fisher
The business address of each of the Officers of the
investment adviser is Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779. These individuals
are also officers of a majority of the investment
advisers to the Funds listed in Part B of this
Registration Statement.
<PAGE>
(b) U.S. Trust Company is a full-service state-chartered bank and
trust company. U.S. Trust Company provides trust and banking
services to individuals, corporations and institutions, both
nationally and internationally, including investment management,
estate and trust administration, financial planning, corporate
trust and agency, and personal and corporate banking. U.S. Trust
Company is a member bank of the Federal Reserve System and the
Federal Deposit Insurance Corporation and is one of the twelve
members of the New York Clearing House Association. On June 30,
1997, U.S. Trust Company's Asset Management Group had
approximately $53 billion in assets under management. U.S. Trust
Company, which has its principal offices at 114 West 47th Street,
New York, NY 10036, is a wholly-owned subsidiary of U.S. Trust
Corporation, a registered bank holding company. Other than U.S.
Trust Corporation, no person owns more than 10% of the voting
securities of U.S. Trust Company.
The table below sets forth the name, address and principal occupation
of each of the Directors of U.S. Trust Company, and the principal
executive officer of U.S. Trust Company.
<TABLE>
<CAPTION>
POSITION WITH
U.S. TRUST COMPANY NAME ADDRESS PRINCIPAL OCCUPATION
Dean of School of
<S> <C> <C> <C>
Trustee/Director Eleanor Baum The Cooper Union for the Engineering
Advancement of Science &
Art
51 Astor Place
New York, NY 10003
Cravath, Swaine & Moore Partner in Cravath,
Trustee/Director Samuel C. Butler Worldwide Plaza Swaine & Moore
825 Eighth Avenue
New York, NY 10019
Venrock Associates Chairman in Venrock
Room 3600 Associates
Trustee/Director Peter O. Crisp 30 Rockefeller Plaza
New York, NY 10019
Patterson, Belknap,
Webb & Tyler Partner in Patterson,
1133 Avenue of the Belknap, Webb & Tyler
Trustee/Director Antonia M. Grumbach Americas
New York, NY 10036
<PAGE>
Trustee/Director Marshall Schwarz United States Trust Chairman of the Board &
Chairman of the Company of New York Chief Executive Officer
Board and Chief 114 West 47th Street of U.S. Trust
Executive Officer New York, NY 10036 Corporation and United
States Trust Company of
New York
Metropolitan Museum Director of the
of Art Metropolitan Museum of
Trustee/Director Phillippe de Montebello 1000 Fifth Avenue Art
New York, NY
10029-0198
250 Park Avenue
Room 1800 Retired
Paul W. Douglas New York, NY 10177
Trustee/Director
The Hamilton Companies
1560 Broadway Chairman of the Board of
Frederic C. Hamilton Suite 2000 The Hamilton Companies
Trustee/Director Denver, CO 80202
Par Scholas, Inc.
131 Walnut Avenue Corporate Director and
John H. Stookey Bronx, NY 10454 Trust of Par Scholas,
Inc.
Trustee/Director Johnson & Johnson
One Johnson & Johnson Vice Chairman of the
Robert N. Wilson Plaza Board of Johnson &
New Brunswick, NJ Johnson
Trustee/Director 08933
Wein, Malkin LLP
Lincoln Building Chairman of Wein, Malkin
Peter L. Malkin 60 East 42nd Street LLP
New York, NY 10165
Trustee/Director
Marah & McLennan, Inc.
125 Broad Street
New York, NY 10004 Vice Chairman, Marah &
David A. Olson McLennan, Inc.
11 Over Rock Lane
Trustee/Director Westport, CT 06880
Retired
Richard F. Tucker
Trustee/Director
<PAGE>
Trustee/Director Carroll L. Wainright, Jr. Milbank, Tweed, Hadley & Consulting Partner of
McCloy Milbank, Tweed, Hadley &
One Chase Manhattan Plaza McCloy
New York, NY 10005
Ruth A. Wooden The Advertising Council,
Trustee/Director Inc. President & CEO, The
261 Madison Avenue Advertising Council, Inc.
11th Floor
New York, NY 10015
Paul K. Napoli United States Trust Executive Vice
Executive Vice President Company of New York President, United States
114 West 47th Street Trust Company of New York
New York, NY 10035
United States Trust Vice Chairman, United
Company of New York States Trust Company of
Director and Vice Chairman Maribeth S. Rabe 114 West 47th Street New York
New York, NY 10035
United States Trust
Company of New York Vice Chairman and Chief
114 West 47th Street Investment Officer of
Trustee/Director, Vice New York, NY 10036 U.S. Trust Corporation
Chairman, and Chief Frederick B. Taylor and United States Trust
Investment Officer Company of New York
United States Trust
Company of New York President of U.S. Trust
114 West 47th Street Corporation and United
New York, NY 10036 States Trust Company of
Trustee/Director, New York
President, and Chief Jeffrey S. Maurer Christie, Manson & Woods
Operating Officer International, Inc.
502 Park Avenue Chairman, Christie,
New York, NY 10021 Manson & Woods
International, Inc.
Trustee/Director Munn, Bernhard &
Associates, Inc.
Daniel P. Davison 6 East 43rd Street Chairman and Director of
28th Floor Munn, Bernhard &
New York, NY 10017 Associates, Inc.
United States Trust
Trustee/Director Company of New York Executive Vice
114 West 47th Street President, United States
Orson D. Munn New York, NY 10036 Trust Company of New York
United States Trust
Company of New York Executive Vice
Executive Vice President 114 West 47th Street President, United States
New York, NY 10036 Trust Company of New York
John L. Kirby
Executive Vice President P.O. Box 386
Ponte Verde Beach,FL Corporate Director and
32004 Trustee
Kenneth G. Walsh
United States Trust
Company of New York Executive Vice
114 West 47th Street President, United States
New York, NY 10036 Trust Company of New York
Trustee/Director United States Trust
Company of New York Executive Vice
114 West 47th Street President, United States
New York, NY 10036 Trust Company of New York
Executive Vice President Philip L. Smith
John C. Hoover, II
Executive Vice President
John M. Deignon
</TABLE>
ITEM 29. PRINCIPAL UNDERWRITERS:
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS:
All accounts and records required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
promulgated thereunder are maintained at one of the following
locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Federated Investors Tower
Services Company Pittsburgh, PA 15222-3779
Federated Federated Investors Tower
Administrative Pittsburgh, PA 15222-3779
Services, Inc. (Administrator
and Portfolio Accountant)
Federated Research Federated Investors Tower
Corp. (Adviser) Pittsburgh, PA 15222-3779
United States Trust 114 West 47th Street
Company of New York New York, NY 10036
(Sub-Adviser)
State Street Bank P.O. Box 8600
and Trust Company Boston, MA 02266-8600
(Custodian)
ITEM 31. MANAGEMENT SERVICES:
Not applicable.
<PAGE>
ITEM 32. UNDERTAKINGS:
Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with respect
to the removal of Trustees and the calling of a special
meeting of investors as though such provisions of the
Act were applicable to the Registrant.
Registrant hereby undertakes to furnish each investor to
whom a Part A is delivered, a copy of the Registrant's
latest annual report, upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant, Federated Investment Portfolios, has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 26th day of September, 1997.
FEDERATED INVESTMENT PORTFOLIOS
BY: /s/ Anthony R. Bosch
Anthony R. Bosch, Assistant Secretary
Attorney in Fact for John F. Donahue
September 26, 1997
This Initial Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Anthony R. Bosch
Anthony R. Bosch Attorney In Fact September 26,1997
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
J. Christopher Donahue* President and Trustee
John W. McGonigle* Executive Vice President,
Secretary and Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 9(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Exhibit A
to
Exclusive Placement Agent Agreement
FEDERATED INVESTMENT PORTFOLIOS
Federated Investment Portfolios consists of the
following portfolio effective as of the date set forth below and as
adopted by the Board of Trustees on October 3, 1995.
NAME DATE
Bond Index Portfolio December 1, 1995
<PAGE>
Exhibit B
to
Exclusive Placement Agent Agreement
FEDERATED INVESTMENT PORTFOLIOS
Federated Investment Portfolios consists of the
following portfolios, in addition to the portfolio listed on Exhibit
A, effective as of the date set forth below and as adopted by the
Board of Trustees on April 2, 1996.
NAME DATE
Bond Portfolio .........June 1, 1996
Connecticut Municipal Money Market Portfolio June 1, 1996
Florida Municipal Money Market Portfolio June 1, 1996
Max-Cap Portfolio .........June 1, 1996
New Jersey Municipal Money Market Portfolio June 1, 1996
Exhibit 19 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoint the Secretary and Assistant Secretary of FEDERATED
INVESTMENT PORTFOLIOS and the Assistant General Cousnel of Federated
Investors, and each of them, their true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for
them and in their names, place and stead, in any and all capacities,
to sign any and all documents to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of
1940, by means of the Securities and Exchange Commission's electronic
disclosure system known as EDGAR; and to file the same, with all
exhibits thereto and other doucments in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each of them, full power and authority
to sign and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents
and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents,
or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/S/ JOHN F. DONAHUE Chairman and Trustee September 3, 1997
John F. Donahue (Chief Executive Officer)
/S/ J. CHRISTOPHER DONAHUE President and Trustee September 3, 1997
- --------------------------
J. Christopher Donahue
/S/JOHN W. MCGONIGLE Treasurer, Executive Vice September 3, 1997
John W. McGonigle President and Secretary
(Principal Financial
and Accounting Officer)
/S/ THOMAS G. BIGLEY Trustee September 3, 1997
- --------------------
Thomas G. Bigley
/S/JOHN T. CONROY, JR. Trustee September 3, 1997
- ----------------------
John T. Conroy, Jr.
/S/WILLIAM J. COPELAND Trustee September 3, 1997
William J. Copeland
/S/JAMES E. DOWD Trustee September 3, 1997
James E. Dowd
/S/ LAWRENCE D. ELLIS, M.D. Trustee September 3, 1997
Lawrence D. Ellis, M.D.
/S/ EDWARD L. FLAHERTY, JR. Trustee September 3, 1997
- ---------------------------
Edward L. Flaherty, Jr.
/S/ PETER E. MADDEN Trustee September 3, 1997
- -------------------
Peter E. Madden
/S/ GREGOR F. MEYER Trustee September 3, 1997
- -------------------
Gregor F. Meyer
/S/JOHN E. MURRAY, JR. Trustee September 3, 1997
- ----------------------
John E. Murray, Jr.
/S/ WESLEY W. POSVAR Trustee September 3, 1997
- --------------------
Wesley W. Posvar
/S/ MARJORIE P. SMUTS Trustee September 3, 1997
- ---------------------
Marjorie P. Smuts
</TABLE>
Sworn to and subscribed before me this 3rd day of September, 1997
/S/ MARIE N.HAMM
Notary Republic
