1933 Act File No. 333-14065
1940 Act File No. 811-4533
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Pre-Effective Amendment No.
---
X Post-Effective Amendment No. 1
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Area Code and Telephone Number)
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
year ended
August 31, 1995 was filed on October 16, 1995, and the Notice required by
Rule 24e-2 for its fiscal year ended August 31, 1996 was filed on October
15, 1996.
Copy To:
Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
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 Caption or Location in Prospectus
1. Beginning of Registration Statement
and Outside Front Cover Page of
Prospectus ................ Cross Reference Sheet; Cover Page
2. Beginning and Outside
Back Cover Page of Prospectus Table of Contents
3. Fee Table, Synopsis Information
and Risk Factors .......... Summary of Expenses; Summary; Risk
Factors
4. Information About the
Transaction ............... Information About the Reorganization
5. Information About the Registrant Information About The
Federated Fund and The State Bond Fund
6. Information About the Company
Being Acquired ............ Information About The Federated Fund and
The State Bond Fund
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
Item of Part B of Form N-14 and Caption Caption or Location in SAI
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. Additional Information The Statement of Additional
Information About the Registrant of Federated
Municipal Opportunities Fund, Inc. dated
October 31, 1996, is incorporated by
reference to Post-Effective Amendment No.
16 to the Fund's Registration Statement
on Form N-1A (File Nos. 33-11410 and
811-4533) filed with the Commission on or
about October 25, 1996.
13. Additional Information About The Statement of Additional
Information the Company Being Acquired of State Bond Tax
Exempt Fund dated November 1, 1995, is
incorporated by reference to Post-
Effective Amendment No. 16 to the
Corporation's Registration Statement
on Form N-1A (File Nos. 2-77156 and
811-3454) filed with the Commission on or
about August 29, 1995.
14. Financial Statements The audited financial
statements of Federated Municipal
Opportunities Fund Inc., dated August 31,
1996, are incorporated by reference to
Federated Municipal Opportunities
Fund Inc.'s Annual Report to Shareholders
dated August 31, 1996; the audited
financial statements of the State Bond
Tax Exempt Fund, dated June 30, 1996, are
incorporated by reference to the State Bond
Tax Exempt Fund's Annual Report to
Shareholders dated June 30, 1996; the pro
forma financial information of Federated
Municipal Opportunities Fund, Inc. dated
August 31, 1996 are included in Part B.
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 November 4, 1996, in their entirety (File No. 333-14065
and 811-4533).
PART C - OTHER INFORMATION
Item 15. Indemnification(9)
Item 16. Exhibits
1.1 Conformed Copy of Amended and Restated Articles of Incorporation of
the Registrant(8)
1.2 Conformed Copy of Certificate of Correction of the Registrant(8)
2.1 Amended and Restated Bylaws of the Registrant( 8)
3 Not Applicable
4 Agreement and Plan of Reorganization dated September 23, 1996, between
State Bond Tax-Free Income Funds, Inc., a Maryland corporation, on behalf
of its portfolio, State Bond Minnesota Tax-Free Income Fund, and Federated
Municipal Opportunities Fund, Inc., a Maryland corporation(10)
5.1 Copy of Specimen Certificate for Shares of Capital Stock of Class A
Shares of the Registrant(8)
5.2 Copy of Specimen Certificate for Shares of Capital Stock of Class B
Shares of the Registrant(8)
5.3 Copy of Specimen Certificate for Shares of Capital Stock of Class C
Shares of the Registrant(8)
5.4 Copy of Specimen Certificate for Shares of Capital Stock of Class F
Shares of the Registrant(8)
6.1 Conformed Copy of Investment Advisory Contract of the Registrant(2)
7.1 Conformed Copy of Distributor's Contract of the Registrant(8)
7.2 Conformed Copy of Exhibits A through C to the Distributor's Contract
of the Registrant(8)
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(4)
10.1 Conformed Copy of Distribution Plan of the Registrant, as amended(8)
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 (7)
12 Opinion of Dickstein Shapiro Morin & Oshinsky LLP regarding tax
consequences of Reorganization*
13.1 Conformed Copy of Agreement for Fund Accounting Services,
Administrative Services, Shareholder Recordkeeping Services and Custody
Services Procurement(3)
13.2 Conformed Copy of Shareholder Services Agreement(6)
13.3 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 of Federated
Municipal Opportunities Fund, Inc., Deloitte & Touche LLP*
14.2 Conformed Copy of Consent of Independent Auditors of State Bond
Minnesota Tax-Free Income Fund, Ernst & Young LLP*
15 Not Applicable
16 Conformed Copy of Power of Attorney(7)
17 Form of Proxy of State Bond Minnesota Tax-Free Income Fund (10)
* Filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Amendment No. 1 filed on January 21, 1987. (File
Nos. 33-11410 and 811-4533)
(2) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed August 25, 1989. (File Nos. 33-11410
and 811-4533)
(3) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed on May 3, 1996. (File Nos. 33-11410
and 811-4533)
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed October 25, 1995. (File Nos. 33-11410
and 811-4533)
(5) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed October 25, 1989. (File Nos. 33-11410
and 811-4533)
(6) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed October 26, 1994. (File Nos. 33-11410
and 811-4533)
(7) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-14 filed October 15, 1996. (File No.
333-14065)
(8) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed October 25, 1996. (File Nos. 33-11410
and 811-4533)
(9) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-14 filed October 25, 1996. (File Nos. 333-14065
and 811-4533)
(10) Response is incorporated by reference to Registrant's Definitive
Registration Statement of Form N-14 filed November 4, 1996. (File Nos.
333-14065 and 811-4533)
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 Municipal Opportunities Fund, 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 December 20, 1996.
FEDERATED MUNICIPAL OPPORTUNITIES
FUND, INC.
(Registrant)
By: *
Richard B. Fisher
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 December 20, 1996:
* Chairman and Director
John F. Donahue
(Chief Executive Officer)
* President and Director
Richard B. Fisher
* Executive Vice President and Treasurer
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 14.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the captions `Financial
Highlights''and ``Independent Auditors'' and the use of our report dated August
9, 1996, on the financial statements of State Bond Minnesota Tax-Free Income
Fund (the Fund) in the Registration Statement (Form N-1A) of the Fund which is
incorporated by reference in, and reference to our firm in Exhibit A of, the
post-efective amendment to the Registration Statement (Form N-14) of Federated
Municipal Opportunities Fund, Inc. filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
ERNST & YOUNG LLP
Kansas City, Missouri
December 16, 1996
Exhibit 14.1
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Shareholders
of FEDERATED MUNICIPAL OPPORTUNITIES FUND, INC.:
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to Registration Statement 333-14065 on Form N-14 of Federated Municipal
Opportunities Fund, Inc.(formerly, Fortress Municipal Income Fund, Inc.) of our
report dated October 11, 1996, appearing in the Annual Report of Federated
Municipal Opportunities Fund, Inc. for the year ended August 31, 1996, and
incorporated by reference in the Prospectus and Statement of Additional
Information dated October 31, 1996, and to the reference to us within this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
December 16, 1996
EXHIBIT 12
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L Street, NW
Washington, DC 20037-1525
December 13, 1996
Federated Municipal Opportunities Fund, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
State Bond Tax-Free Income Funds, Inc., on behalf of its portfolio,
State Bond Minnesota Tax-Free Income Fund
100 North Minnesota Street
P.O. Box 69
New Ulm, Minnesota 56073-0069
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of a transaction (the "Reorganization") in which all of the net
assets of State Bond Minnesota Tax-Free Income Fund, (the "Acquired Fund"), a
portfolio of State Bond Tax-Free Income Funds, Inc., a Maryland corporation (the
"Corporation"), will be acquired by Federated Municipal Opportunities Fund,
Inc., a Maryland corporation (the "Acquiring Fund"), in exchange solely for
Class A Shares of the Acquiring Fund (the "Acquiring Fund Shares") which shall
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 in an Agreement and Plan of
Reorganization dated September 23, 1996 between the Acquiring Fund, and the
Corporation, 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 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 municipal 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 Corporation 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 net 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;
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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).
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.
Very truly yours,
/s/Dickstein Shapiro Morin & Oshinsky LLP
Dickstein Shapiro Morin & Oshinsky LLP
