1933 Act File No. 33-44737
1940 Act File No. 811-6511
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No.
Post-Effective Amendment No. 9 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 10 X
FIRST PRIORITY FUNDS
(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, 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 paragraph (b)
X on June 30,1995 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on _________________ pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
X filed the Notice required by that Rule on January 17 1995; or
intends to file the Notice required by that Rule on or about
____________; or
during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and,
pursuant to Rule 24f-2(b)(2), need not file the Notice.
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of FIRST PRIORITY
FUNDS, which is comprised of six portfolios: (1) First Priority Equity
Fund; (2) First Priority Fixed Income Fund; (3) First Priority Limited
Maturity Government Fund; (4) First Priority Treasury Money Market Fund,
(a) Trust Shares and (b) Investment Shares; (5) First Priority Equity
Income Fund; and (6) First Priority Balanced Fund, is comprised of the
following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404 (c) Cross Reference)
Item 1. Cover Page (1-6) Cover Page.
Item 2. Synopsis (1-6) Summary of Fund Expenses.
Item 3. Condensed Financial
Information. (1-6) Financial Highlights.
Item 4. General Description
of Registrant (1-6) General Information;
Investment Information; (1-6)
Investment Objective; (1-6)
Investment Policies; (1-6)
Investment Limitations.
Item 5. Management of the Fund (1-6) First Priority Funds
Information; (1-6) Management of the
First Priority Funds; (1,2,4a)
Distribution of Trust Shares of the
Fund; (1,2,4b) Distribution of
Investment Shares of the Fund;
(1b,2,3,4b,5) Distribution Plan;
(5-6) Distribution and Shareholder
Services Plans; (1-6) Administration
of the Fund; (1-6) Expenses of the
Fund (and Trust or Investment)
Shares; (1,5-6) Brokerage
Transactions.
Item 6. Capital Stock and
Other Securities (1-3, 5-6) Dividends and Capital
Gains; (4) Dividends; (4) Capital
Gains; (1-6) Shareholder
Information; (1-6) Voting Rights; (1-
6) Massachusetts Partnership Law; (1-
6) Effect of Banking Laws; (1-6) Tax
Information; (1-6) Federal Income
Tax; (1,2,4) Other Classes of
Shares.
Item 7. Purchase of Securities
Being Offered (1-6) Net Asset Value; (1-6)
Investing in (Trust/Investment
Shares, or the Fund); (1-6) Minimum
Investment Required; (1-6) What
Shares Cost; (1-6) Share Purchases;
(1,2,3) Purchases at Net Asset
Value; (3,5-6) Conversion to Federal
Funds; (1b,2b,3,4b,5,6) Dealer
Concessions; (1b,2b,3,4b,5,6)
Reducing the Sales Charge;
(1b,2b,3,4b,5,6) Systematic
Investment Plan; (1b,2b,3,4b,5,6)
Shareholder Accounts.
Item 8. Redemption or Repurchase (1-6) Exchange Privilege (3,5,6)
Exchanging Securities for Fund
Shares; (1-6) Redeeming (Trust or
Investment) Shares; (1-6) By
Telephone; (1b,2b,3,4b,5,6) By Mail;
(1b,2b,3,4b,5,6) Systematic
Withdrawal Plan; (1-6) Accounts with
Low Balances; (1-4) Redemption in
Kind.
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page (1-6) Cover Page.
Item 11. Table of Contents (1-6) Table of Contents
Item 12. General Information
and History (1-6) General Information about the
Fund.
Item 13. Investment Objectives and
Policies (1-6) Investment Objective; (1-6)
Investment Limitations.
Item 14. Management of the Fund (1-6) First Priority Funds
Management.
Item 15. Control Persons and Principal
Holders of Securities Not Applicable.
Item 16. Investment Advisory and Other
Services (1-6) Investment Advisory Services;
(1-6) Administrative Services; (1-6)
Custodian.
Item 17. Brokerage Allocation (1-6) Brokerage Transactions.
Item 18. Capital Stock and Other
Securities (1-6) Not Applicable.
Item 19. Purchase, Redemption and Pricing
of Securities being Offered (1-6) Purchasing Shares; (1-6)
Determining Net Asset Value; (1-6)
Redeeming Shares; (1-6) Exchange
Privilege.
Item 20. Tax Status (1-6) Tax Status.
Item 21. Underwriters (1b,2b,3,4b) Distribution Plan; (5-
6) Distribution and Shareholder
Services Plans.
Item 22. Calculation of Performance
Data (1-3,5,6) Total Return; (4)
Effective Yield; (1-6) Yield; (1-6)
Performance Comparisons.
Item 23. Financial Statements (1-4) Filed January 27, 1995, PEA
#8, Amendment #9; (5-6) Incorporated
by reference to Annual Report of
Registrant dated June 30, 1995 (File
Nos. 33-44737 and 811-6511).
FIRST PRIORITY EQUITY INCOME FUND
FIRST PRIORITY BALANCED FUND
(PORTFOLIO OF FIRST PRIORITY FUNDS)
Supplement to Combined Statement of Additional Information dated January
31, 1995
A. Please delete the last sentence in the sub-section entitled
"Portfolio Turnover" on page 5 of the Combined Statement of
Additional Information and insert the following:
"For the period from December 19, 1994 (date of initial public
investment) to May 31, 1995, the
portfolio turnover rates for Equity Income Fund and Balanced
Fund were 43% and 20%, respectively."
B. Please delete the section entitled "Fund Ownership" on page 12 of
the Combined Statement of Additional Information and replace it
with the following:
"Fund Ownership
Officers and Trustees own less than 1% of the Fund's outstanding
shares.
The following list indicates the beneficial ownership of
shareholders who are the beneficial owners of more than 5% of the
outstanding shares of the following portfolios as of June 6, 1995:
HUBCO, c/o of First Alabama Bank of Birmingham, Birmingham,
Alabama, owned approximately 96,897,028 Trust Shares (100%) of the
Treasury Money Market Fund; approximately 6,196,228 shares (99%)
of the Limited Maturity Government Fund; approximately 15,101,164
shares (94%) of the Fixed Income Fund; approximately 12,737,639
shares (96%) of the Equity Fund; approximately 3,454,738 shares
(100%) of the Equity Income Fund; and 4,233,006 shares (100%) of
the Balanced Fund; Jean Robertson, Hermitage, Tennessee, owned
approximately 1,835,347 of the Investment shares (7.71%) of the
Treasury Money Market Fund; Aronov Realty Management, Inc.,
Montgomery, Alabama, owned approximately 1,593,243 of the
Investment shares (6.69%) of the Treasury Money Market Fund."
C. Please delete the section entitled "Officers and Trustees
Compensation" located on page 13 of the Combined Statement of
Additional Information and replace it with the following:
"Officers and Trustees Compensation
Name , Aggregate Total Compensation
Position With Compensation From Paid To Trustees
From
Trust Trust+ Trust And Fund
Complex*
John F. Donahue, $0 $0 for the Trust and
Chairman and Trustee 1 investment company
Thomas G. Bigley, $891 $1,610 for the Trust
and
Trustee 1 investment company
John T. Conroy, Jr., $1,622 $6,379 for the Trust
and
Trustee 1 investment company
William J. Copeland, $1,622 $6,379 for the Trust
and
Trustee 1 investment company
James E. Dowd, $1,622 $6,379 for the Trust
and
Trustee 1 investment company
Lawrence D. Ellis, M.D., $1,461 $5,769 for the Trust
and
Trustee 1 investment company
Edward L. Flaherty, Jr., $1,622 $6,379 for the Trust
and
Trustee 1 investment company
Edward C. Gonzales, $0 $0**
President and Trustee
Peter E. Madden, $1,245 $5,553 for the Trust
and ,
Trustee 1 investment company
Gregor F. Meyer, $1,461 $5,769 for the Trust
and
Trustee 1 investment company
John Murray, $514 $514**
Trustee
Wesley W. Posvar, $1,461 $5,769 for the Trust
and
Trustee 1 investment company
Marjorie P. Smuts, $1,461 $5,769 for the Trust
and
Trustee 1 investment company
+ The aggregate compensation is provided for the Trust which is
comprised of six portfolios. Information for the Trust is
furnished for the period ended April 30, 1995.
* Information for the 1 investment company is provided for the
last calendar year.
** For the last calendar year, this person was not a Trustee of
the other investment company in the Fund Complex."
D. Please insert the following information at the end of the first
paragraph under the sub-section entitled "Advisory Fees" on page
14 of the Combined Statement of Additional Information:
"For the period from the start of business, December 19, 1994, to
May 31, 1995, the Adviser earned fees from Equity Income Fund and
Balanced Fund of $95,128 and $153,680, respectively, of which
$66,700 and $108,235 was waived, respectively."
E. Please insert the following information as the last sentence under
the sub-section entitled "Administrative Services":
"For the period from the start of business, December 19, 1994, to
May 31, 1995, FAS earned fees from Equity Income Fund and Balanced
Fund of $22,863 and $25,916, respectively."
F. Please insert the following information as the last sentence of
the third paragraph under the sub-section entitled "Distribution
Plan" on page 16 of the Combined Statement of Additional
Information:
"For the period from December 19, 1994 to May 31, 1995, brokers
and administrators received no fees with respect to Equity Income
Fund and Balanced Fund."
G. Please insert the following information at the end of the second
paragraph under the section entitled "Total Return" on page 19 of
the Combined Statement of Additional Information:
"Equity Income Fund's and Balanced Fund's cumulative total returns
for the period between December 19, 1994 (effective date) and May
31, 1995 were 9.91% and 7.95%, respectively."
H. Please insert the following information at the end of the third
paragraph under the section entitled "Yield" on page 19 of the
Combined Statement of Additional Information:
"The yield for the 30-day period ended May 31, 1995 was:
3.73% for Equity Income Fund and 4.04% for Balanced Fund."
FEDERATED SECURITIES CORP.
Distributor
G01264-01 (6/95)
FIRST PRIORITY EQUITY INCOME FUND
FIRST PRIORITY BALANCED FUND
(PORTFOLIOS OF FIRST PRIORITY FUNDS)
- --------------------------------------------------------------------------------
SUPPLEMENT TO COMBINED PROSPECTUS DATED JANUARY 31, 1995
A. The following information supplements the "Summary of Fund Expenses" table
for Equity Income Fund and Balanced Fund on page 3 of the Combined
Prospectus:
FIRST PRIORITY EQUITY INCOME FUND
FIRST PRIORITY BALANCED FUND
SUMMARY OF FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EQUITY
INCOME BALANCED
FUND FUND
------ --------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)............................... 2.00% 2.00%
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price).................... None None
Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds, as applicable)... None None
Redemption Fees (as a percentage of amount redeemed, if applicable)....................................... None None
Exchange Fee.............................................................................................. None None
ANNUAL FUND OPERATING EXPENSES*
(As a percentage of projected average net assets)
Management Fee (after waiver)(1).......................................................................... 0.25% 0.25%
12b-1 Fees(2)............................................................................................. 0.00% 0.00%
Other Expenses............................................................................................ 0.51% 0.38%
Total Fund Operating Expenses(3)....................................................................... 0.76% 0.63%
</TABLE>
(1) The estimated management fee has been reduced to reflect the anticipated
voluntary waiver of the investment advisory fee by the investment adviser. The
adviser can terminate this voluntary waiver at any time at its sole discretion.
The maximum management fee is 0.80%.
(2) The Funds have no present intention of paying or accruing 12b-1 fees during
the fiscal year ending November 30, 1995. If either Fund were paying or accruing
12b-1 fees, it would be able to pay up to 0.30% of its average daily net assets
for 12b-1 fees.
(3) Total Fund Operating Expenses, absent the anticipated voluntary waiver of
the advisory fees, are estimated to be 1.31% for the Equity Income Fund, and
1.18% for the Balanced Fund.
* Annual Fund Operating Expenses are estimated based on average expenses
expected to be incurred during the fiscal year ending November 30, 1995.
During the course of this period, expenses may be more or less than the
average amount shown.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Fund will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "The First Priority Information" and "Investing in the Funds."
Wire-transferred redemptions of less than $5,000 may be subject to additional
fees.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years
- -------------------------------------------------------------------------------------------------------- ------ -------
<S> <C> <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5% annual return; (2)
redemption at the end of each time period; and (3) payment of the maximum sales load of 2.00%, if
applicable. The Funds charge no redemption fees.
Equity Income Fund................................................................................... $ 28 $44
Balanced Fund........................................................................................ $ 26 $40
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS EXAMPLE
IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING NOVEMBER 30, 1995.
B. Please insert these new "Financial Highlights" tables as page 9 and 10 of the
Combined Prospectus.
FIRST PRIORITY FUNDS
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
BALANCED
PERIOD ENDED MAY 31, 1995(A) (UNAUDITED) FUND
--------
EQUITY INCOME
FUND
-------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00 $10.00
- -----------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
- -----------------------------------------------------------
Net investment income 0.18 0.21
- -----------------------------------------------------------
Net realized and unrealized gain on investments 1.02 0.79
- ----------------------------------------------------------- --------- -------
Total from investment operations 1.20 1.00
- ----------------------------------------------------------- --------- -------
LESS DISTRIBUTIONS
- -----------------------------------------------------------
Distributions from net investment income (0.14) (0.12)
- ----------------------------------------------------------- --------- -------
NET ASSET VALUE, END OF PERIOD $ 11.06 $10.88
- ----------------------------------------------------------- --------- -------
TOTAL RETURN (B) 12.10% 10.11%
- -----------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS
- -----------------------------------------------------------
Expenses 0.84%(c) 0.65%(c)
- -----------------------------------------------------------
Net investment income 4.27%(c) 4.61%(c)
- -----------------------------------------------------------
Expense waiver/reimbursement (d) 0.56%(c) 0.56%(c)
- -----------------------------------------------------------
SUPPLEMENTAL DATA
- -----------------------------------------------------------
Net assets, end of period (000 omitted) $38,132 $46,149
- -----------------------------------------------------------
Portfolio turnover 43% 20%
- -----------------------------------------------------------
</TABLE>
(a) Reflects operations for the period from December 19, 1994 (date of initial
public investment) to May 31, 1995.
(b) Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(c) Computed on an annualized basis.
(d) This voluntary expense decrease is reflected in both the expense and net
investment income ratios shown above.
(See Notes which are an integral part of the Financial Statements)
C. Please delete the reference to "$1 billion" in last sentence under the
subheading entitled "Common and Preferred Stocks" on page 12 of the Combined
Prospectus and replace it with "$500 million."
D. Please delete the third sentence under the section entitled "Equity
Investment Considerations" on page 18 of the Combined Prospectus and replace
it with the following:
"There are some additional risk factors associated with investments in these
Funds because these Funds may invest in small-to-medium capitalization stocks."
E. Please add the following after the sub-section entitled "Investing in
Securities of Other Investment Companies" located on page 23 of the Combined
Prospectus:
"DERIVATIVE CONTRACTS AND SECURITIES. The term "derivative" has traditionally
been applied to certain contracts (including, futures, forward, option and swap
contracts) that "derive" their value from changes in the value of an underlying
security, currency, commodity or index. Certain types of securities that
incorporate the performance characteristics of these contracts are also referred
to as "derivatives". The term has also been applied to securities "derived" from
the cash flows from underlying securities, mortgages or other obligations.
Derivative contracts and securities can be used to reduce or increase the
volatility of an investment portfolio's total performance. While the response of
certain derivative contracts and securities to market changes may differ from
traditional investments, such as stock and bonds, derivatives do not necessarily
present greater market risks than traditional investments. The Funds will only
use derivative contracts for the purposes disclosed in the applicable sections
above. To the extent that the Funds invest in securities that could be
characterized as derivatives, such as asset-backed securities and
mortgage-backed securities, including CMOs, they will only do so in a manner
consistent with their investment objectives, policies and limitations."
FEDERATED SECURITIES CORP.
(LOGO)
- --------------------------------------------------------------------------------
Distributor
335931804
335931887
G01186-01 (6/95)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements: (1-4) Filed January 27, 1995,
Post Effective Amendment No.
8, Amendment No. 9; (5-6)
Incorporated by reference to
Annual Report of Registrant
dated June 30, 1995.
(b) Exhibits:
(1) (i) Conformed copy of Declaration of Trust of
the Registrant, including conformed copy
of Amendment No. 1;(7)
(ii) Conformed copy of Amendment No. 2 to
Declaration of Trust (4);
(2) Copy of By-Laws of the Registrant (1);
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of
Beneficial Interest of the Registrant (4);
(5) (i) Conformed copy of Investment Advisory
Contract of the Registrant, through and
including conformed copies of Exhibits A,
B, C, and D;(7)
(ii) Forms of Exhibits E and F to the
Investment Advisory Contract of the
Registrant to add First Priority Equity
Income Fund and First Priority Balanced
Fund, respectively, to the Investment
Advisory Contract;(7)
(6) (i) Conformed copy of Distributor's Contract
of the Registrant, including conformed
copies of Exhibits A, B, and C;(7)
(ii) Form of Exhibit D to the Distributor's
Contract to add First Priority Equity
Income Fund and First Priority Balanced
Fund, respectively, to the Distributor's
Contract;(7)
(7) Not applicable;
(8) (i) Conformed copy of Custodian
Contract of the Registrant between First
Priority Funds and State Street Bank and
Trust Company (5);
(ii) Conformed copy of Custodian
Contract of the Registrant between First
Priority Funds and First Alabama Bank
(4);
+ All exhibits have been filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed December 23, 1991.
(File Nos. 33-44737 and 811-6511)
(2) Response is incorporated by reference to Pre-Effective Amendment
No. 1 on Form N-1A filed February 21, 1992. (File Nos. 33-44737
and 811-6511)
(3) Response is incorporated by reference to Post-Effective
Amendment No. 3 on Form N-1A filed October 8, 1993. (File Nos. 33-
44737 and 811-6511)
(4) Response is incorporated by reference to Post-Effective
Amendment No. 5 on Form N-1A filed January 24, 1994. (File
Nos. 33-44737 and 811-6511).
(5) Response is incorporated by reference to Post-Effective
Amendment No. 6 on Form N-1A filed June 29, 1994 (File Nos. 33-
44737 and 811-6511).
(6) Response is incorporated by reference to Post-Effective
Amendment No. 1 on Form N-1A Filed July 24, 1992 (File Nos. 33-
44737 and 811-6511).
(7) Response is incorporated by reference to Post-Effective
Amendment No.7 on Form N-1A filed October 7, 1994 (File Nos. 33-
44737 and 811-6511).
(9) (i) Conformed copy of Fund Accounting and
Shareholder Recordkeeping Agreement (5);
(ii) Form of Shareholder Services Plan of the
Registrant;(7)
(iii) Copy of Shareholder Services Agreement of
the Registrant;(7)
(iv) Conformed copy of Multiple Class Plan;+
(10) Paper copy of Opinion and Consent of Counsel as
to legality of shares being registered (2);
(11) Not applicable;
(12) Not applicable;
(13) Paper copy of Initial Capital Understanding (2);
(14) Not applicable;
(15) (i) Conformed copy of Distribution Plan of
the Registrant, through and including
conformed copies of Exhibits A and B;(7)
(ii) Form of Exhibit C to the Distribution Plan
of the Registrant to add First Priority
Equity Income Fund and First Priority
Balanced Fund, respectively, to the
Distribution Plan;(7)
(iii) Copy of Rule 12b-1 Agreement (1);
(16) (i) Paper copy of Schedules for Computation
of Fund Performance Data for First
Priority Equity Fund, First Priority
Treasury Money Market Fund, and First
Priority Fixed Income Fund (6);
(ii) Copy of Schedule for Computation of Fund
Performance Data for First Priority
Limited Maturity Government Fund (5);
(17) Copy of Financial Data Schedules;(8)
(18) Not applicable;
(19) Conformed copy of Power of Attorney;+
+ All exhibits have been filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed December 23, 1991.
(File Nos. 33-44737 and 811-6511)
(2) Response is incorporated by reference to Pre-Effective Amendment
No. 1 on Form N-1A filed February 21, 1992. (File Nos. 33-44737
and 811-6511)
(3) Response is incorporated by reference to Post-Effective
Amendment No. 3 on Form N-1A filed October 8, 1993. (File Nos. 33-
44737 and 811-6511)
(4) Response is incorporated by reference to Post-Effective
Amendment No. 5 on Form N-1A filed January 24, 1994. (File
Nos. 33-44737 and 811-6511)
(5) Response is incorporated by reference to Post-Effective
Amendment No. 6 on Form N-1A filed June 29, 1994 (File Nos. 33-
44737 and 811-6511).
(6) Response is incorporated by reference to Post-Effective
Amendment No. 1 on Form N-1A Filed July 24, 1992 (File Nos. 33-
44737 and 811-6511).
(7) Response is incorporated by reference to Post-Effective
Amendment No.7 on Form N-1A filed October 7, 1994 (File Nos. 33-
44737 and 811-6511).
(8) Response is incorporated by reference to Post-Effective
Amendment No.8 on Form N-1A filed January 27, 1995 (File Nos. 33-
44737 and 811-6511).
Item 25. Persons Controlled by or Under Common Control with
Registrant:
None
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of June 6, 1995
Shares of Beneficial Interest
(no par value)
First Priority Equity Fund 863
First Priority Fixed Income Fund 710
First Priority Limited
Maturity Government Fund 41
First Priority Treasury Money Market Fund
Trust Shares 9
Investment Shares 776
First Priority Equity Income Fund 6
First Priority Balanced Fund 9
Item 27. Indemnification: (1)
Item 28. Business and Other Connections of Investment Adviser:
(a) The adviser is a wholly-owned subsidiary of Regions
Financial Corp., a bank holding company organized
during 1971 under the laws of the State of Delaware.
Operating out of more than 250 offices, it provides a
wide range of banking and fiduciary services to its
customers. As of June 30, 1994, Regions Financial
Corp. was one of the 100 largest bank holding companies
in the United States with total assets in excess of $10
billion. First Alabama Bank is one of only 13 banks to
receive an "A" rating by Thomson BankWatch. First
Alabama Bank is also ranked in the top ten in overall
soundness by U.S. Banker Magazine. First Alabama's
common stock is currently included among those in the
Dow Jones Equity Market Index as well as Standard &
Poor's Midcap Index.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed December 23, 1991.
(File Nos. 33-44737 and 811-6511)
As fiduciary, First Alabama managed over $2.5 billion in
discretionary assets as of December 31, 1994. It
manages six common trust funds and collective
investment funds having a market value in excess of
$160 million as of August 31, 1994. First Alabama has
been adviser to First Priority Funds since inception.
As of June 30, 1994, the market value of First Priority
Funds was in excess of $480 million.
Other
Substantial
Position with Business,
Profession,
Name the Adviser Vocation or
Employment
J. Stanley Mackin Chairman of the Board
and Chief Executive
Officer
Richard D. Horsley Vice Chairman of the
Board and Executive
Financial Officer
Sam P. Faucett President/Western Region
President/Florida Region
Joe M. Hinds, Jr. President/Northern Region
President/Tennessee Region
Wilbur B. Hufham President/Southeastern
Region
William E. Jordan President/Central Region
Carl E. Jones, Jr. President/Southern Region
William E. Askew Executive Vice President/
Retail Banking
Delmar F. Epton Executive Vice President/
Operations Group
Robert P. Houston Executive Vice President
and Comptroller
E.C. Stone Executive Vice President
Corporate Banking
Richard E. Wambsganss Executive Vice President/
Trust Group
Will G. Fisher Senior Vice President/
International Banking
Douglas W. Graham Senior Vice President/
Personnel
Other
Substantial
Position with Business,
Profession,
Name the Adviser_ Vocation or
Employment
Charles S. Northern,III Senior Vice President/
Corporate Investment
Officer
Jackie D. Oliver Senior Vice President/
Revolving Credit
Edward A. Solomon Senior Vice President/
Operations
Vernon R. Wilson Senior Vice President/
Compliance
L. Burton Barnes, III General Counsel and
Secretary
E. Eldridge, Jr. Corporate Auditor
Sheila S. Blair Director Executive Director
Leadership
Birmingham
James B. Boone, Jr. Director Chairman of the
Board
Boone Newspapers,
Inc.
Albert P. Brewer Director Professor of Law &
Government
Samford University
James S.M. French Director Chairman and
President
Dunn Investment
Company
W.L. Halsey, Jr. Director President
W.L. Halsey
Grocery
Company
Richard D. Horsley Director Vice Chairman of
the Board and
Executive
Financial Officer
First Alabama
Bancshares, Inc.
Catesby AP C. Jones Director Proprietor
Mabry Securities
Company
Olin B. King Director Chairman of the
Board and Chief
Executive Officer
SCI Systems, Inc.
Other
Substantial
Position with Business,
Profession,
Name the Adviser_ Vocation or
Employment
Norman F. McGowin, Jr. Director President
Edgefield Aviation
Corporation
H. Manning McPhillips, Jr. Director Chairman and Chief
Executive Officer
McPhillips
Manufacturing
Company, Inc.
J. Stanley Mackin Director Chairman of the
Board and Chief
Executive Officer
First Alabama
Bancshares, Inc.
W. Wyatt Shorter Director President
MacMillan Bloedel,
Inc.
Henry E. Simpson Director Attorney
Lange, Simpson,
Robinson &
Somerville
Robert E. Steiner, III Director Attorney
Steiner, Crum &
Baker
Lee J. Styslinger, Jr. Director Chairman
ALTEC Industries,
Inc.
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of
the Registrant, also acts as principal underwriter for
the following open-end investment companies: Alexander
Hamilton Funds; American Leaders Fund, Inc.; Annuity
Management Series; Arrow Funds; Automated Cash
Management Trust; Automated Government Money Trust;
BayFunds; The Biltmore Funds; The Biltmore Municipal
Funds; California Municipal Cash Trust; Cash Trust
Series, Inc.; Cash Trust Series II; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust;
Federated ARMs Fund; Federated Exchange Fund, Ltd.;
Federated GNMA Trust; Federated Government Trust;
Federated Growth Trust; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income
Trust; Federated Index Trust; Federated Institutional
Trust; Federated Master Trust; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated
Short-Term U.S. Government Trust; Federated Stock
Trust; Federated Tax-Free Trust; Federated Total Return
Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 3-5
Years;First Priority Funds; First Union Funds; Fixed
Income Securities, Inc.; Fortress Adjustable Rate U.S.
Government Fund, Inc.; Fortress Municipal Income Fund,
Inc.; Fortress Utility Fund, Inc.; Fountain Square
Funds; Fund for U.S. Government Securities, Inc.;
Government Income Securities, Inc.; High Yield Cash
Trust; Independence One Mutual Funds; Insurance
Management Series; Intermediate Municipal Trust;
International Series Inc.; Investment Series Funds,
Inc.; Investment Series Trust; Liberty Equity Income
Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Utility Fund,
Inc.; Liquid Cash Trust; Managed Series Trust; Marshall
Funds, Inc.; Money Market Management, Inc.; Money
Market Obligations Trust; Money Market Trust; The
Monitor Funds; Municipal Securities Income Trust;
Newpoint Funds; New York Municipal Cash Trust; 111
Corcoran Funds; Peachtree Funds; The Planters Funds;
RIMCO Monument Funds; The Shawmut Funds; SouthTrust
Vulcan Funds; Star Funds; The Starburst Funds; The
Starburst Funds II; Stock and Bond Fund, Inc.; Sunburst
Funds; Targeted Duration Trust; Tax-Free Instruments
Trust; Tower Mutual Funds; Trademark Funds; Trust for
Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government
Securities; Trust for U.S. Treasury Obligations; The
Virtus Funds; Vision Fiduciary Funds, Inc.; Vision
Group of Funds, Inc.; and World Investment Series, Inc.
Federated Securities Corp. also acts as principal
underwriter for the following closed-end investment
company: Liberty Term Trust, Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Richard B. Fisher Director, Chairman, Chief Vice
President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, and
Asst. Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice President,
Federated Investors Tower President, and Treasurer, Treasurer,
and
Pittsburgh, PA 15222-3779 Federated Securities Trustee
Corp.
John W. McGonigle Director, Executive Vice Vice
President and
Federated Investors Tower President, and Assistant Secretary
Pittsburgh, PA 15222-3779 Secretary, Federated
Securities Corp.
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph L. Epstein Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzgerald Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David C. Glabicki Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William J. Kerns Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Dennis M. Laffey Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Stephen A. LaVersa Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Francis J. Matten, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Jeffrey Niss Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charles A. Robison Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John C. Shelar, Jr. Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Philip C. Hetzel Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charlene H. Jennings Assistant Vice President,
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant
Federated Investors Tower Federated Securities Corp. Secretary
Pittsburgh, PA 15222-3779
(c) 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:
First Priority Funds Federated Investors Tower
("Registrant") Pittsburgh, PA 15222-3779
Federated Services Company Federated Investors Tower
("Transfer Agent and Dividend Pittsburgh, PA 15222-3779
Disbursing Agent)
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
First Alabama Bank
Mutual Funds Group P.O. Box 10247
("Advisor and Custodian") Birmingham, Alabama 35202
Item 31. Management Services: Not applicable.
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 special shareholder meetings
by shareholders.
Registrant hereby undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders upon request and
without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FIRST PRIORITY FUNDS,
certifies that it meets all the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly caused this Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized,
all in the City of Pittsburgh and Commonwealth of Pennsylvania, on the
29th day of June, 1995.
FIRST PRIORITY FUNDS
BY: /s/ Jay S. Neuman
Jay S. Neuman, Assistant Secretary
Attorney in Fact for John F. Donahue
June 29, 1995
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following person in the capacity and on the date indicated:
NAME TITLE DATE
By: /s/Jay S. Neuman
Jay S. Neuman Attorney In Fact June 29,
1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Edward C. Gonzales* President, Treasurer and Trustee
(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 17 under Form N-1A
Exhibit 24 under Item 601/Reg.
S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of FIRST PRIORITY FUNDS
and the Assistant General Counsel 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 documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and 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.
SIGNATURES TITLE DATE
John F. Donahue Chairman and Trustee June 8, 1995
(Chief Executive Officer)
Edward C. Gonzales President and Treasurer June 8, 1995
(Principal Financial and
Accounting Officer) and
Trustee
Thomas G. Bigley Trustee June 8, 1995
John T. Conroy, Jr. Trustee June 8, 1995
William J. Copeland Trustee June 8, 1995
James E. Dowd Trustee June 8, 1995
Lawrence D. Ellis, M.D. Trustee June 8, 1995
Edward L. Flaherty, Jr. Trustee June 8, 1995
Peter E. Madden Trustee June 8, 1995
Gregor F. Meyer Trustee June 8, 1995
John E. Murray, Jr. Trustee June 8, 1995
Wesley W. Posvar Trustee June 8, 1995
Marjorie P. Smuts Trustee June 8, 1995
Sworn to and subscribed before me this 8th day of June, 1995.
/s/ Marie L. Hamm
Notary Public
FIRST PRIORITY FUNDS
MULTIPLE CLASS PLAN
This Multiple Class Plan ("Plan") is adopted by FIRST PRIORITY FUNDS
(the "Trust"), a Massachusetts business trust, with respect to the
classes of shares ("Classes") of the portfolios of the Trust (the
"Funds") set forth in exhibits hereto.
Purpose
1. This Plan is adopted pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended (the "Rule"), in connection with the
issuance by the Trust of more than one class of shares of any or all
of the Funds ("Covered Classes") in reliance on the Rule .
2. Separate Arrangements/Class Differences
The Funds set forth on Exhibit A offer two classes of shares which are
titled Investment Shares and Trust Shares. The only expenses
allocated to the shares as a class are the expenses incurred with
respect to Investment Shares under the Trust's distribution plan
adopted pursuant to Rule 12b-1.
Investment Shares may be purchased through First Alabama Investments,
Inc., as well as from the Distributor. Checkwriting privileges,
systematic investment and systematic withdrawal arrangements, as they
relate to Investment Shares, are as described in the applicable
prospectus.
Trust Shares may be purchased by trust accounts for which First Alabama
Bank or another financial institution acts in a fiduciary or agency
capacity.
The minimum initial investments in the Covered Classes are $25,000.00
for Trust Shares and $1,000.00 for Investment Shares. Subsequent
investments may be made in any amount for all Covered Classes.
Shareholders are entitled to one vote for each share held on the record
date for any action requiring a vote by the shareholders and a
proportionate fractional vote for each fractional share held.
Shareholders of the Trust will vote in the aggregate and not by Fund
or class except (i) as otherwise expressly required by law or when the
Trustees determine that the matter to be voted upon affects only the
interests of the shareholders of a particular Fund or class, and (ii)
only holders of Investment Shares will be entitled to vote on matters
submitted to shareholder vote with respect to the Rule 12b-1 Plan
applicable to such class.
3. Expense Allocations
The expenses incurred pursuant to the Rule 12b-1 Plan will be borne
solely by the Investment Shares class of the applicable Fund, and
constitute the only expenses allocated to one class and not the
other.
4. Exchange Features
A shareholder may exchange shares of one Fund for the appropriate class
of shares of any other Fund in the Trust. Shares of Funds with a
sales charge may be exchanged at net asset value for shares of other
Funds with an equal sales charge or no sales charge. Shares of Funds
with a sales charge may be exchanged for shares of Funds with a higher
sales charge at net asset value, plus the additional sales charge.
Shares of Funds with no sales charge, whether acquired by direct
purchase, reinvestment of dividends on such shares, or otherwise, may
be exchanged for shares of Funds with a sales charge at net asset
value, plus the applicable sales charge. When an exchange is made
from a Fund with a sales charge to a Fund with no sales charge, the
shares exchanged and additional shares which have been purchased by
reinvesting dividends or capital gains on such shares retain the
character of the exchanged shares for purposes of exercising further
exchange privileges.
Effectiveness
5. This Plan shall become effective with respect to each Class, (i) to the
extent required by the Rule, after approval by a majority vote of: (a)
the Trust's Board of Trustees; (b) the members of the Board of the
Trust who are not interested persons of the Trust and have no direct
or indirect financial interest in the operation of the Trust's Plan;
and/or (ii) upon execution of an exhibit adopting this Plan with
respect to such Class.
FIRST PRIORITY FUNDS
EXHIBIT A
to the
Multiple Class Plan
First Priority Treasury Money Market Fund:
Trust Shares
Investment Shares
This Multiple Class Plan is adopted by First Priority Funds with
respect to the Classes of Shares of the portfolio of First Priority
Funds set forth above.
Witness the due execution hereof this 1st day of June, 1995.
First Priority Funds
By: /s/Edward C. Gonzales
Edward C. Gonzales
Title: President
Date: June 1, 1995
