1933 Act File No. 333-1567
1940 Act File No. 811-4017
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
--
X Post-Effective Amendment No. 1
(Check appropriate box or boxes)
FEDERATED EQUITY FUNDS
(Exact Name of Registrant as Specified in Charter)
(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)
Copies to:
J. Crilley Kelly, Esquire Matthew G. Maloney, Esquire
Corporate Counsel Dickstein, Shapiro & Morin, L.L.P.
Federated Investors 2101 L Street, N.W.
Federated Investors Tower Washington, D.C. 20037
Pittsburgh, PA 15222
It is proposed that this filing will become effective on April 7, 1996, or as
soon thereafter as is practicable, pursuant to Rule 488. (Approximate Date
of Proposed Public Offering)
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940
that it elects to register an indefinite amount of securities under the
Securities Act of 1933 and filed the Notice required by that Rule for
Registrant's fiscal year ended October 31, 1994 on December 15, 1994 and
filed the Notice required by Rule 24e-2 for its fiscal year ended October 31,
1995 on December 15, 1995. Accordingly, no filing fee is submitted herewith.
CROSS REFERENCE SHEET
PURSUANT TO ITEM 1(A) OF FORM N-14 SHOWING LOCATION IN
PROSPECTUS OF INFORMATION REQUIRED BY FORM N-14
This Registration Statement is comprised of two prospectus/proxy statements,
and a related statement of additional information relating to the acquisition
by the Registrant of the assets of Capital Growth Fund in exchange for Class
A Shares of Federated Growth Strategies Fund, a Portfolio of the Registrant,
to be issued to holders of Class A Shares of Capital Growth Fund and in
exchange for Class C Shares of Federated Growth Strategies Fund to be issued
to holders of Class C Shares of Capital Growth Fund. The cross-references
below are applicable to each such prospectus/proxy statement.
Item of Part A of Form N-14 and Caption or Location in
Caption Each 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
Registrant Fund, the Trust, the Portfolio
and the Corporation
6.Information About the Information About the Fund,
Company Being Acquired the Trust, the Portfolio and the
Corporation
7.Voting Information Voting Information
8.Interest of Certain Persons
and Experts Not Applicable
Item of Part A of Form N-14 and Caption or Location in
Caption Each Prospectus
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 Initial Registration Statement filed on
Form N-14 on March 8, 1996, in their entirety. (File No. 333-1567 and File
No. 811-4017).
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to trustees and officers of the
Registrant pursuant to the Registrant's Declaration of Trust, except where
such indemnification is not permitted by law. However, the Declaration of
Trust does not protect the trustees 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.
Trustees 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 trustees, officers, and controlling persons of the Registrant
by the Registrant pursuant to the Declaration of Trust 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 trustees, officers, or
controlling persons of the Registrant in connection with the successful
defense of any act, suit, or proceeding) is asserted by such trustees,
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 trustees, officers,
or controlling persons of the Registrant by the Registrant pursuant to the
Declaration of Trust 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 Declaration of Trust 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 trustees 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, trustee, 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 trustees 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 Declaration of Trust of the Registrant(1)
2.1 Bylaws of the Registrant, as amended(1)
2.2 Amendment No. 2 to Bylaws of the Registrant effective February 2,
1987(2)
2.3 Amendment No. 3 to Bylaws of the Registrant effective August 25, 1988(3)
3 Not Applicable
4 Agreement and Plan of Reorganization dated February 29, 1996, between
Investment Series Funds, Inc., a Maryland corporation, on behalf of its
portfolio, Capital Growth Fund, and Federated Equity Funds, a Massachusetts
business trust, on behalf of its portfolio Federated Growth Strategies
Fund(8)
5 Copy of Specimen Certificate for Shares of Beneficial Interest of
Federated Growth Strategies Fund(4)
6.1 Conformed Copy of Investment Advisory Contract on behalf of Federated
Growth Trust(5)
6.2 Conformed Copy of Investment Advisory Contract on behalf of Federated
Equity Funds(6)
7.1 Conformed Copy of Distributor's Contract on behalf of Federated Growth
Trust(5)
7.2 Conformed Copy of Distributor's Contract on behalf of Federated Equity
Funds(6)
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(7)
10.1 Conformed Copy of Distribution Plan of the Registrant(6)
10.2 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)
10.3 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(8)
12 Opinion of Dickstein, Shapiro & Morin, L.L.P. regarding tax consequences
of Reorganization*
13.1 Conformed Copy of Shareholder Services Agreement of the Registrant(7)
13.2 Conformed Copy of Administrative Services Agreement of the Registrant(7)
13.3 Conformed Copy of Agreement for Fund Accounting, Shareholder
Recordkeeping and Custody Services Procurement(7)
13.4 The responses described in Item 16 (7.3) and Item 16 (10.2) are hereby
incorporated by reference
14.1 Conformed copy of Consent of Independent Auditors, Ernst & Young
LLP(8)
14.2 Consent of Legal Counsel, Dickstein, Shapiro & Morin, L.L.P. (contained
in
Exhibit 12)
15 Not Applicable
16 Conformed Copy of Power of Attorney(8)
17.1 Declaration under Rule 24f-2(8)
17.2 Form of Proxy of Capital Growth Fund Class A Shares(8)
17.3 Form of Proxy of Capital Growth Fund Class C Shares(8)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed on July 9, 1984 (File Nos. 2-91090 and
811-4017).
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed on July 21, 1987 (File Nos. 2-91090 and
811-4017).
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed on December 31, 1988 (File Nos. 2-91090
and 811-4017).
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed July 17, 1995.
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed October 23, 1989.
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 26 on Form N-1A filed on September 12, 1995 (File Nos. 2-91090
and 811-4017).
(7) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed on December 29, 1994 (File Nos. 2-91090
and 811-4017).
(8) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed on March 8, 1996 (File Nos. 333-
1567 and 811-4017).
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 Equity Funds, has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania on April 8, 1996.
FEDERATED EQUITY FUNDS
(Registrant)
By: *
Glen R. Johnson
President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following persons in the capacities indicated on April 8, 1996:
* Chairman and Trustee
John F. Donahue
(Chief Executive Officer)
* President
Glen R. Johnson
* Treasurer
David M. Taylor
(Principal Financial and
Accounting Officer)
* Trustee
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., J.D., S.J.D.
* Trustee
Wesley W. Posvar
* Trustee
Marjorie P. Smuts
1* By: /s/ S. Elliott Cohan
Attorney in Fact
Exhibit 12
DICKSTEIN, SHAPIRO & MORIN, L.L.P.
2101 L STREET, N.W.
WASHINGTON, D.C. 20037
March 8, 1996
Federated Equity Funds, on behalf of its portfolio,
Federated Growth Strategies Fund
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Investment Series Funds, Inc., on behalf of its portfolio,
Capital Growth Fund
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Ladies and Gentlemen:
We have acted as special counsel in connection with, and you have
requested our opinion concerning the federal income tax consequences of, a
transaction (the "Reorganization") in which all of the assets of Capital
Growth Fund, (the "Acquired Fund"), a portfolio of Investment Series Funds,
Inc., a Maryland corporation ("Corporation"), will be acquired by Federated
Equity Funds, a Massachusetts business trust ("Trust"), on behalf of its
portfolio, Federated Growth Strategies Fund (the "Acquiring Fund"), in
exchange solely for Class A and Class C Shares of Acquiring Fund (the
"Acquiring Fund Shares"). The terms and conditions of this transaction are
set forth in an Agreement and Plan of Reorganization dated February 29, 1996
between Trust, on behalf of the Acquiring Fund, and Corporation, on behalf of
the Acquired Fund (the "Agreement"). This opinion is rendered to you
pursuant to paragraph 8.5 of the Agreement, and all terms used herein have
the meanings assigned to them in the Agreement.
Both Trust and Corporation 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 equity securities.
On the Closing Date under the Agreement, the Acquired Fund will transfer its
entire investment portfolio to the Acquiring Fund. In exchange, the
Acquiring Fund will transfer, to the Acquired Fund, Acquiring Fund Shares in
an amount equal in value to the assets transferred by the Acquired Fund to
the Acquiring Fund. The Acquired Fund will thereupon liquidate and
distribute its Acquiring Fund Shares pro rata to its shareholders ("Acquired
Fund Shareholders") as provided under the Agreement.
We have reviewed and relied upon the representations contained in the
Agreement and in such other documents and instruments as we have deemed
necessary for the purposes of this opinion, and have reviewed the applicable
provisions of the Code, current regulations and administrative rules
thereunder and pertinent case law.
Based upon the foregoing, and assuming that the Reorganization and related
transactions 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 for the Acquiring
Fund Shares and the distribution of the Acquiring Fund Shares to the Acquired
Fund Shareholders in liquidation 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 solely in exchange for the Acquiring Fund
Shares;
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 for the Acquiring
Fund Shares or upon the distribution (whether actual or constructive) of the
Acquiring Fund Shares to 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;
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).
We hereby consent to the filing of a copy of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement on Form
N-14 filed by Trust in connection with the Reorganization, and to the
references to this firm and this opinion in the Prospectus/Proxy Statement
which is contained in such Registration Statement.
Very truly yours,
/s/ Dickstein, Shapiro & Morin, L.L.P.
