FT SERIES INC/PA/
497, 1994-02-24
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INTERNATIONAL EQUITY FUND
(A PORTFOLIO OF FT SERIES, INC.)
Supplement to Prospectus dated March 29, 1993, as supplemented May 19, 1993
International Equity Fund (the "Fund") will hold a Special Meeting of 
Shareholders on or about March 15, 1994 to seek approval of, among other 
things, the following items:
o A new primary advisory contract between the Fund and Federated Management;
o A new sub-advisory agreement between Federated Management and Fiduciary 
International, Inc.;  
o Amended and Restated Articles of Incorporation for FT Series, Inc.; and,
o A change in the fundamental investment limitations of the Fund to allow 
the Fund to invest in futures and options.
Investment decisions for the Fund are currently made by Fiduciary 
International, Inc. In addition, Fiduciary International, Inc. entered into 
a sub-advisory agreement with Federated Management whereby Federated 
Management acts as the sub-adviser to the Fund. In order to present an 
orderly and uniform approach to the management of the Fund, the Board of 
Directors (the "Directors") proposes to alter the current investment 
advisory arrangement by making Federated Management the primary investment 
adviser and Fiduciary International, Inc. and/or one of its affiliates  the 
sub-adviser to the Fund. Neither the fees in total nor the allocation of 
fees paid to the primary and sub-adviser would change under this proposal.
The Directors have reviewed and unanimously approved the terms of the 
proposed advisory contract and of the sub-advisory agreement and have 
directed that they be submitted to shareholders of the Fund for approval. If 
approved, the Directors propose that the contract and the agreement be 
executed immediately and take effect upon such execution.
The Articles of Incorporation will be amended and restated to, among other 
things, change the name of the Corporation to "International Series, Inc."
Shareholders of the Fund are also being asked to approve those changes to 
the Fund's "fundamental" investment limitations necessary to allow that Fund 
to invest in futures and options. The Directors have approved amendments to 
the fundamental investment limitations to permit the Fund to purchase and 
sell financial futures contracts and options on financial futures contracts 
and to purchase and write (sell) put and call options, provided that it may 
only write covered call options and secured put options, and provided that 
the sum of its initial margin deposits on open financial futures contracts, 
plus premiums paid by it for open options on financial futures contracts, 
may not exceed 5% of the fair market value of the Fund's total assets. The 
Directors have also directed that the Fund will not enter into these types 
of transactions for speculative purposes, but only for the purpose of (i) 
earning current income on the existing securities of the portfolio through 
the receipt of premiums for writing put and call options, (ii) protecting 
the value of its portfolio securities through the purchase of hedges against 
movements in the price of securities caused by general market factors and by 
changes in market interest rates, and (iii) investing a portion of its 
assets in options to achieve capital gains. The Directors have determined 
that the proposed changes are consistent with and will assist the Fund in 
achieving its investment objective. 


The investment limitations of the Fund which are being sought are as 
follows:
Dealing in Puts and Calls
Presently, the Fund's investment limitation governing dealing in puts and 
calls prohibits the writing (selling) or purchase of puts, calls, or any 
combinations of them.  The amendment to this limitation permits the Fund to 
write covered call options and secured put options on all or any portion of 
its portfolio and to purchase put and call options.
It is proposed that the investment limitation governing the Fund's dealing 
in puts and calls be amended from what is currently stated as:
"The Fund will not write, purchase, or sell puts, calls or any combinations 
of them. The Fund may purchase, hold, or sell (i) contracts for future 
delivery of securities or currencies and (ii) warrants granted by the issuer 
of the underlying securities." 
to read as follows:
"The Fund will not write call options or put options on securities, except 
that the Fund may write covered call options and secured put options on all 
or any portion of its portfolio, provided the securities are held in the 
Fund's portfolio or the Fund is entitled to them in deliverable form without 
further payment or the Fund has segregated cash in the amount of any further 
payments.  The Fund will not purchase put options on securities unless the 
securities or an offsetting call option is held in the Fund's portfolio.  
The Fund may also purchase, hold or sell (i) contracts for future delivery 
of securities or currencies and (ii) warrants granted by the issuer of the 
underlying securities."  
The current limitation cannot be changed without shareholder approval.  The 
proposed limitation, however, may be changed by the Directors without 
shareholder approval.  Shareholders would be notified before any material 
change becomes effective.
Investing in Commodities
Financial futures contracts and options on financial futures contracts are 
commodities contracts.  Presently the Fund's investment limitation governing 
commodities prohibits any investment in commodities except to purchase or 
sell forward contracts with respect to foreign securities or currencies.  
The amendment to this limitation revises it to also permit the Fund to 
purchase or sell financial futures contracts and purchase or sell options on 
financial futures contracts, provided that initial margin deposits for 
financial futures contracts held by the Fund, plus premiums paid by it for 
open options on financial futures contracts, may not exceed 5% of the total 
assets of the Fund.
It is proposed that the investment limitation governing the Fund's 
investments in commodities be amended from what is currently stated as:
"The Fund will not purchase or sell commodities, commodity contracts, or 
commodity futures contracts except that the Fund may purchase or sell 
forward contracts with respect to foreign securities or currencies." 
to read as follows:  
"The Fund will not purchase or sell commodities or commodity contracts, 
except that the Fund may purchase and sell financial futures contracts and 
options on financial futures contracts, provided that the sum of its initial 
margin deposits for financial futures contracts held by the Fund, plus 
premiums paid by it for open options on financial futures contracts, may not 
exceed 5% of the fair market value of the Fund's total assets, after taking 
into account the unrealized profits and losses on those contracts.  Further, 
the Fund may engage in foreign currency transactions and purchase or sell 
forward contracts with respect to foreign currencies and related options."
Once approved by the shareholders of the Fund, this limitation cannot be 
changed again without shareholder approval.
Buying on Margin
The Fund, when purchasing or selling a financial futures contract, or a put 
or call option on a financial futures contract, is required to make payments 
to the commodities broker which are called "margin" by commodities exchanges 
and brokers.  There are two categories of "margin" involved in these 
transactions; initial or original margin and variation margin.  Initial 
margin does not represent a loan between the Fund and its broker, but rather 
is a "good faith deposit" by the Fund to secure its obligations under a 
financial futures contract or an option on a financial futures contract.  
The amount of initial margin is ordinarily no more than 2 to 10 percent of 
the contract price.  Each day during the term of certain futures 
transactions, the Fund will receive or pay "variation margin" equal to the 
daily change in the value of the position held by the Fund.
The payment of "margin" in futures transactions is different than purchasing 
securities "on the margin."  In purchasing securities on "margin", an 
investor pays part of the purchase price in cash and receives an extension 
of credit from the broker, in the form of a loan secured by the securities, 
for the unpaid balance.
The Fund's investment limitation restricting the purchase of securities "on 
margin" is intended to prohibit the Fund from borrowing money to purchase 
securities, not to prohibit the Fund from engaging in transactions involving 
financial futures contracts and related options.  The proposed amendment to 
this investment limitation expressly confirms this point.
It is proposed that the limitation restricting the purchase of securities on 
margin be amended from what is currently stated as:
"The Fund will not purchase any securities on margin, but may obtain such 
short-term credits as are necessary for clearance of transactions."
to read as follows:
"The Fund will not purchase any securities on margin, but may obtain such 
short-term credits as are necessary for clearance of transactions, except 
that the Fund may make margin payments in connection with its use of 
financial futures contracts or related options and transactions."
Once approved by the shareholders of the Fund, this limitation cannot be 
changed again without shareholder approval.
Pledging Assets 
Since the Fund does not borrow money in a futures transaction, it therefore 
does not pledge property.  The purpose of the proposed amendment to the 
investment limitation concerning pledging securities is to clearly state 
that margin payments in financial futures transactions and options on 
financial futures contracts are not pledges of securities.
It is proposed that the investment limitation concerning pledging of 
securities be amended from what is currently stated as:
"The Fund will not mortgage, pledge, or hypothecate securities, except when 
necessary for permissible borrowings.  In those cases, it may pledge assets 
having a value of 15% of its assets taken at cost.  To comply with certain 
state restrictions, the Fund will limit those transactions to 10% of its net 
assets of market.  (If state restrictions change, this latter restriction 
may be revised without shareholder approval or notification.)"
to read as follows:
"The Fund will not mortgage, pledge, or hypothecate assets, except when 
necessary for permissible borrowings.  In those cases, it may pledge assets 
having a value of 15% of its assets taken at cost.  Neither the deposit of 
underlying securities or other assets in escrow in connection with the 
writing of put or call options or the purchase of securities on a 
when-issued basis, nor margin deposits for the purchase and sale of 
financial futures contracts and related options are deemed to be a pledge."
Once approved by the shareholders of the Fund, this limitation cannot be 
changed again without shareholder approval.
Shareholders of record as of December 14, 1993, have received a proxy 
statement describing the above issues in detail and will be entitled to vote 
at the Special Meeting.
Following the Special Meeting of Shareholders, shareholders of the Fund will 
be notified of the results. 

February 25, 1994
    
FEDERATED SECURITIES CORP.
Distributor
4020910A(2/94)
INTERNATIONAL INCOME FUND
(A PORTFOLIO OF FT SERIES, INC.)
Supplement to Prospectus dated March 29, 1993
International Income Fund (the "Fund") will hold a Special Meeting of 
Shareholders on or about March 15, 1994 to seek approval of, among other 
things, the following items:
    o A new primary advisory contract between the Fund and Federated 
    Management;  
    o A new sub-advisory agreement between Federated Management and Fiduciary 
     Trust International Limited; and,
    o Amended and Restated Articles of Incorporation for FT Series, Inc.
Investment decisions for the Fund are currently made by Fiduciary 
International, Inc. In addition, Fiduciary International, Inc. entered into 
a sub-advisory agreement with Federated Management whereby Federated 
Management acts as the sub-adviser to the Fund. In order to present an 
orderly and uniform approach to the management of the Fund, the Board of 
Directors (the "Directors") proposes to alter the current investment 
advisory arrangement by making Federated Management the primary investment 
adviser and Fiduciary International, Inc. and/or one of its affiliates  the 
sub-adviser to the Fund. Neither the fees in total nor the allocation of 
fees paid to the primary and sub-adviser would change under this proposal.
The Directors have reviewed and unanimously approved the terms of the 
proposed advisory contract and of the sub-advisory agreement and have 
directed that they be submitted to shareholders of the Fund for approval. If 
approved, the Directors propose that the contract and the agreement be 
executed immediately and take effect upon such execution.
The Articles of Incorporation will be amended and restated to, among other 
things, change the name of the Corporation to "International Series, Inc."
Shareholders of record as of December 14, 1993, have received a proxy 
statement describing the above issues in detail and will be entitled to vote 
at the Special Meeting.
Following the Special Meeting of Shareholders, shareholders of the Fund will 
be notified of the results. 

February 25, 1994
    
FEDERATED SECURITIES CORP.
Distributor
4020911A(2/94)





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