1933 Act File No. 333-23805
1940 Act File No. 811-1890
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES, INC.
(Exact Name of Registrant as Specified in Charter)
Pre-Effective Amendment No.
---- ----
X Post-Effective Amendment No. 1
- - - -
(412) 288-1900
(Area Code and Telephone Number)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b).
An indefinite amount of the Registrant's securities has been registered
under the Securities Act of 1933 pursuant to Rule 24f-2 under the
Investment Company Act of 1940. In reliance upon such Rule, no filing fee
is being paid at this time. A Rule 24f-2 notice of the Registrant for the
fiscal year ended March 31, 1995 was filed on May 15, 1995 and filed the
notice required by Rule 24e-2 for its fiscal year ended March 31, 1996 on
May 15, 1996.
Copy to:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
CROSS REFERENCE SHEET
PURSUANT TO ITEM 1(A) OF FORM N-14 SHOWING LOCATION IN
PROSPECTUS OF INFORMATION REQUIRED BY FORM N-14
Item of Part A of Form N-14 and Caption or Location in
Caption Prospectus
1.Beginning of Registration
Statement and Outside Front Cross Reference Sheet;
Cover Page of Prospectus Cover Page
2.Beginning and Outside Back
Cover Page of Prospectus Table of Contents
3.Fee Table, Synopsis Information Summary of Expenses; Summary;
and Risk Factors Risk Factors
4.Information About the Information About the
Transaction Reorganization
5.Information About the Information About the Federated
Registrant Fund, and the William Penn Portfolio
6.Information About the Information About the Federated Fund
Company Being Acquired and the William Penn Portfolio
7.Voting Information Voting Information
8.Interest of Certain Persons
and Experts Not Applicable
9.Additional Information
Required for Reoffering by
Persons Deemed to be
Underwriters Not Applicable
Incorporate by reference pursuant to Rule 411 under the Securities Act of
1933, Parts A and B of Registrant's Definitive Registration Statement
filed on Form N-14 on April 28, 1997 (File Nos. 333-23805 and 811-1890).
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to directors and officers of the
Registrant pursuant to the Registrant's Articles of Incorporation, except
where such indemnification is not permitted by law. However, the Articles
of Incorporation do not protect the directors or officers from liability
based on willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of their office.
Directors and officers of the Registrant are insured against
certain liabilities, including liabilities arising under the Securities Act
of 1933 (the "Act").
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers, and controlling persons of the
Registrant by the Registrant pursuant to the Articles of Incorporation or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by directors,
officers, or controlling persons of the Registrant in connection with the
successful defense of any act, suit, or proceeding) is asserted by such
directors, officers, or controlling persons in connection with the shares
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940 for directors,
officers, or controlling persons of the Registrant by the Registrant
pursuant to the Articles of Incorporation or otherwise, the Registrant is
aware of the position of the Securities and Exchange Commission as set
forth in Investment Company Act Release No. IC-11330. Therefore, the
Registrant undertakes that in addition to complying with the applicable
provisions of the Articles of Incorporation or otherwise, in the absence of
a final decision on the merits by a court or other body before which the
proceeding was brought, that an indemnification payment will not be made
unless in the absence of such a decision, a reasonable determination based
upon factual review has been made (i) by a majority vote of a quorum of
non-party directors who are not interested persons of the Registrant or
(ii) by independent legal counsel in a written opinion that the indemnitee
was not liable for an act of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duties. The Registrant further
undertakes that advancement of expenses incurred in the defense of a
proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an officer,
director, or controlling person of the Registrant will not be made absent
the fulfillment of at least one of the following conditions: (i) the
indemnitee provides security for his undertaking; (ii) the Registrant is
insured against losses arising by reason of any lawful advances; or (iii) a
majority of a quorum of disinterested non-party directors or independent
legal counsel in a written opinion makes a factual determination that there
is reason to believe the indemnitee will be entitled to indemnification.
Item 16. Exhibits
1.1 Conformed Copy of Articles of Incorporation of the Registrant, as
amended(1)
2.1 Copy of the Bylaws of the Registrant, as amended(1)
3 Not Applicable
4 Agreement and Plan of Reorganization dated as of March 24, 1997,
between William Penn Interest Income Fund, a Pennsylvania common law trust,
on behalf of its portfolio, U.S. Government Securities Income Portfolio,
and Federated Fund for U.S. Government Securities, Inc., a Maryland
corporation(6)
5.1 Copy of Specimen Certificate for Class A Shares of Capital Stock of
the Registrant(2)
5.2 Copy of Specimen Certificate for Class B Shares of Capital Stock of
the Registrant(2)
5.3 Copy of Specimen Certificate for Class C Shares of Capital Stock of
the Registrant(2)
6.1 Conformed Copy of Investment Advisory Contract of the Registrant(3)
7.1 Conformed Copy of Distributor's Contract of the Registrant(2)
7.2 Conformed Copy of Exhibit D to the Distributor's Contract of the
Registrant(1)
7.3 The Registrant hereby incorporates the conformed copy of the specimen
Mutual Funds Sales and Service Agreement; Mutual Funds Service Agreement;
and Plan Trustee/Mutual Funds Service Agreement from Item 24(b)(6) of the
Cash Trust Series II Registration Statement on Form N-1A, filed with the
Commission on July 24, 1995. (File Nos. 33-38550 and 811-6269)
8 Not Applicable
9 Conformed Copy of Custodian Agreement of the Registrant(1)
10.1 Conformed Copy of Distribution Plan of the Registrant(1)
10.2 Conformed Copy of Exhibit C to the Distribution Plan of the
Registrant(1)
10.3 The Registrant hereby incorporates the conformed copy of the specimen
Multiple Class Plan from Item 24(b)(18) of the World Investment Series,
Inc. Registration Statement on Form N-1A, filed with the Commission on
January 26, 1996. (File Nos. 33-52149 and 811-07141)
10.4 The responses described in Item 16 (7.3) are hereby incorporated by
reference
11 Opinion of S. Elliott Cohan, Deputy General Counsel, Federated
Investors regarding legality of shares being issued(5)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization*
13.1 Conformed Copy of Agreement for Fund Accounting, Shareholder
Recordkeeping Services and Custody Services Procurement(4)
13.2 The responses described in Item 16 (7.3) and Item 16 (10.3) are hereby
incorporated by reference
13.3 The Registrant hereby incorporates the conformed copy of the
Shareholder Services Subcontract between Fidelity and Federated Shareholder
Services from Item 24(b)(9)(iii) of the Federated GNMA Trust Registration
on Form N-1A, filed with the Commission on March 25, 1996. (File Nos. 2-
75670 and 811-3375)
14.1 Conformed Copy of Consent of Independent Auditors of Registrant,
Deloitte & Touche LLP*
14.2 Conformed Copy of Consent of Independent Auditors of U.S. Government
Securities Income Portfolio, Ernst & Young LLP*
15 Not Applicable
16 Conformed Copy of Power of Attorney(5)
17.1 Declaration under Rule 24f-(5)
17.2 Form of Proxy of U.S. Government Securities Income Portfolio(6)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 63 on Form N-1A filed on May 25, 1995. (File Nos. 2-33490
and 811-1890)
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 60 on Form N-1A filed May 25, 1994. (File Nos. 2-33490 and
811-1890)
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 49 on Form N-1A filed July 28, 1989. (File Nos. 2-33490 and
811-1890)
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 65 on Form N-1A filed May 24, 1996. (File Nos. 2-33490 and
811-1890)
(5) Response is incorporated by reference to Registrant's Initial filing
on Form N-14 filed March 24, 1997. (File Nos. 333-23805 and 811-1890)
(6) Response is incorporated by reference to Registrant's Definitive
filing on Form N-14 filed April 28, 1997. (File Nos. 333-23805 and 811-
1890)
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of a prospectus
which is a part of this Registration Statement by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, the reoffering prospectus will contain the
information called for by the applicable registration form for reofferings
by persons who may be deemed underwriters, in addition to the information
called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that
is filed under paragraph (1) above will be filed as a part of an amendment
to the Registration Statement and will not be used until the amendment is
effective, and that, in determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide
offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Federated Fund for U.S. Government Securities, Inc., certifies
that it meets all of the requirements for effectiveness of this Amendment
to its Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh, Commonwealth of Pennsylvania on June 6, 1997.
FEDERATED FUND FOR U.S. GOVERNMENT
SECURITIES, INC.
(Registrant)
By: *
J. Christopher Donahue
President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on
June 6, 1997:
* Chairman and Director
John F. Donahue
(Chief Executive Officer)
* President and Director
J. Christopher Donahue
* Treasurer, Executive
Vice President and Secretary
John W. McGonigle
(Principal Financial and
Accounting Officer)
* Director
Thomas G. Bigley
* Director
John T. Conroy, Jr.
* Director
William J. Copeland
* Director
James E. Dowd
* Director
Lawrence D. Ellis, M.D.
* Director
Edward L. Flaherty, Jr.
* Director
Peter E. Madden
* Director
Gregor F. Meyer
* Director
John E. Murray, Jr., J.D., S.J.D.
* Director
Wesley W. Posvar
* Director
Marjorie P. Smuts
1* By: /s/ S. Elliott Cohan
Attorney in Fact
Exhibit 12
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, NW
Washington, DC 20037-1526
Tel: (202) 785-9700 * Fax: (202) 887-0689
May 30, 1997
Federated Fund for U.S. Government Securities, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
William Penn Interest Income Fund, on behalf of its portfolio,
U.S. Government Securities Income Portfolio
2650 Westview Drive
Wyomissing, Pennsylvania 19610
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income
tax consequences of a transaction (the "Reorganization") in which all of
the assets of U.S. Government Securities Income Portfolio (the "Acquired
Fund"), a portfolio of William Penn Interest Income Fund, a Pennsylvania
common law trust (the "Pennsylvania Trust"), will be acquired by Federated
Fund for U.S. Government Securities, Inc., a Maryland corporation (the
"Acquiring Fund"), in exchange solely for Class A Shares and Class C Shares
of the Acquiring Fund (the "Acquiring Fund Shares"), and the assumption by
the Acquiring Fund of certain liabilities of the Acquired Fund. The
Acquiring Fund Shares will thereafter be distributed to the shareholders of
the Acquired Fund (the "Acquired Fund Shareholders") in liquidation of the
Acquired Fund. The terms and conditions of this transaction are set forth
Federated Fund for U.S. Government Securities, Inc.
May 30, 1997
Page 2
in an Agreement and Plan of Reorganization dated March 24, 1997 between the
Acquiring Fund and the Pennsylvania Trust, on behalf of the Acquired Fund
(the "Agreement"). This opinion is rendered to you pursuant to paragraph
8.5 of the Agreement.
Both the Acquiring Fund and the Pennsylvania Trust are open-end,
management investment companies which qualify as regulated investment
companies described in Section 851(a) of the Internal Revenue Code of 1986,
as amended (the "Code"). The Acquired Fund and the Acquiring Fund are
engaged in the business of investing in professionally managed portfolios
of U.S. government securities.
We have reviewed and relied upon the Registration Statement on Form
N-14 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") in connection with the Reorganization, the
certificates provided to us by the Acquiring Fund and the Pennsylvania
Trust in connection with the rendering of this opinion, and such other
documents and instruments as we have deemed necessary for the purposes of
this opinion.
Based upon and subject to the foregoing, and assuming that the
Reorganization will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes:
The transfer of all of the Acquired Fund assets in exchange
solely for the Acquiring Fund Shares and the assumption by the Acquiring
Fund of certain liabilities of the Acquired Fund, and the distribution of
the Acquiring Fund Shares to the Acquired Fund Shareholders in liquidation
OP2.EDG; 700280
Federated Fund for U.S. Government Securities, Inc.
May 30, 1997
Page 3
of the Acquired Fund will constitute a "reorganization" within the meaning
of Section 368(a)(1)(C) of the Code;
No gain or loss will be recognized by the Acquiring Fund
upon the receipt of the assets of the Acquired Fund in exchange solely for
the Acquiring Fund Shares and the assumption by the Acquiring Fund of
certain liabilities of the Acquired Fund;
No gain or loss will be recognized by the Acquired Fund
upon the transfer of the Acquired Fund assets to the Acquiring Fund in
exchange solely for the Acquiring Fund Shares and the assumption by the
Acquiring Fund of certain liabilities of the Acquired Fund, or upon the
distribution (whether actual or constructive) of the Acquiring Fund Shares
to the Acquired Fund Shareholders in exchange for their shares of the
Acquired Fund;
No gain or loss will be recognized by the Acquired Fund
Shareholders upon the exchange of their Acquired Fund shares for the
Acquiring Fund Shares;
The tax basis of the Acquired Fund assets acquired by the
Acquiring Fund will be the same as the tax basis of such assets to the
Acquired Fund immediately prior to the Reorganization;
The tax basis of the Acquiring Fund Shares received by each
of the Acquired Fund Shareholders pursuant to the Reorganization will be
the same as the tax basis of the Acquired Fund shares held by such
shareholder immediately prior to the Reorganization;
OP2.EDG; 700280
Federated Fund for U.S. Government Securities, Inc.
May 30, 1997
Page 4
The holding period of the assets of the Acquired Fund in
the hands of the Acquiring Fund will include the period during which those
assets were held by the Acquired Fund; and
The holding period of the Acquiring Fund Shares received by
each Acquired Fund Shareholder will include the period during which the
Acquired Fund shares exchanged therefor were held by such shareholder
(provided the Acquired Fund shares were held as capital assets on the date
of the Reorganization).
This opinion is expressed as of the date hereof and is based upon
the Code, Treasury regulations promulgated thereunder, administrative
positions of the Internal Revenue Service (the "Service"), and judicial
decisions, all of which are subject to change either prospectively or
retroactively. There can be no assurance that changes in the law will not
take place which could affect the opinions expressed herein or that
contrary positions may not be taken by the Service. We disclaim any
undertaking to advise you with respect to any event subsequent to the date
hereof.
The opinions contained herein are limited to those matters
expressly covered; no opinion is to be implied in respect of any other
matter. This opinion is addressed solely to you and may not be relied upon
by any other person without our prior written consent. We hereby consent
to the filing of a copy of this opinion with the Commission as an exhibit
to the Registration Statement, and to the references to this firm and this
opinion in the Prospectus/Proxy Statement which is contained in the
Registration Statement.
OP2.EDG; 700280
Federated Fund for U.S. Government Securities, Inc.
May 30, 1997
Page 5
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
Dickstein Shapiro Morin & Oshinsky
Exhibit 14.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to the Registration Statement on Form N-14 (`Registration
Statement') of Federated Fund for U.S. Government Securities, Inc., of our
report dated January 19, 1996, appearing in the Annual Report of U.S.
Government Securities Income Portfolio, a portfolio of William Penn
Interest Income Fund, for the year ended December 31, 1995, and to the
incorporation by reference of such report in the Prospectus and Statement
of Additional Information of U.S. Government Securities Income Portfolio, a
portfolio of William Penn Interest Income Fund, dated March 15, 1996, and
the incorporation by reference in Post-Effective Amendment No. 1 to the
Registration Statement of Federated Fund for U.S. Government Securities,
Inc. of our report dated January 22, 1997, appearing in the Annual Report
of U.S. Government Securities Income Portfolio, a portfolio of William Penn
Interest Income Fund, for the year ended December 31, 1996.
By:/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Reading, PA
June 4, 1997
Exhibit 14.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders of
FEDERATED FUND for U.S. GOVERNMENT SECURITIES, INC.:
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to this Registration Statement on Form N-14 of Federated Fund for
U.S. Government Securities, Inc. of our report dated May 17, 1996,
appearing in the Annual Report to Shareholders of Federated Fund for U.S.
Government Securities for the year ended March 31, 1996, and to the
incorporation by reference of our report in the Prospectus dated May 31,
1996 (revised July 19, 1996) and Statement of Additional Information dated
May 31, 1996 (revised October 1, 1996) of Federated Fund for U.S.
Government Securities, for the year ended March 31, 1996, and to the
references to us within this Registration Statement.
BY:/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
June 2, 1997
