1933 Act File No. 333-57707
1940 Act File No. 811-7115
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.______.................... __
Post-Effective Amendment No. 1 ................... X
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FEDERATED TOTAL RETURN SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
(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:
__X__immediately upon filing pursuant to paragraph (b)
____ on _________, 199__ pursuant to paragraph (b)(1)(v)
_ _ 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.
Copies To:
Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, N.W.
Washington, D.C. 20037
<PAGE>
CROSS-REFERENCE SHEET
PART A. INFORMATION REQUIRED IN A PROSPECTUS. Prospectus Heading
Rule 481(a) Cross-Reference
Item 1. Cover Page....................Cross-Reference Sheet; Cover Page.
Item 2. Beginning and Outside Back Table of Contents.............
cover Page of Prospectus
Item 3. Fee Table, Synopsis,...........Summary;Comparison of Investment
Policies and and Risk Factors
and Risk Factors
Item 4. Information About the
Transaction................... Information About the Reorganization
Item 5. Information About the........ Information About the Portfolio and
Registrant the Fund
Item 6. Information About the Company
Being Acquired.................Information About the Portfolio and
the Fund
Item 7. Voting Information.............Voting Information
Item 8. Interests of Certain...... Not Applicable
Persons and Experts
Item 9. Additional Information Required
for Reoffering by Persons
Deemed to be Underwriters......Not applicable
<PAGE>
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page....................Cover Page.
Item 11. Table of Contents.............Table of Contents.
Item 12. Additional Information
About the Registrant..........Information Incorporated by Reference
Item 13. Additional Information
About Company Being Acquired Information Incorporated by Reference
Item 14. Financial Statements Information Incorporated by Reference
PART C. OTHER INFORMATION.
Item 15. Indemnification is provided to Officers and Directors of the
Registrant pursuant to Article Eighth of the Articles of
Incorporation. The Investment Advisory Contract between the Registrant
and Federated Management (the "Adviser") provides that, in the absence
of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the obligations or duties under the Investment Advisory
Contract on the part of the Adviser, the Adviser shall not be liable
to the Registrant or to any shareholder for any act or omission in the
course of or connected in any way with rendering services or for any
losses that may be sustained in the purchase, holding, or sale of any
security. Registrant's Directors and Officers are covered by an Errors
and Omissions Policy.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to
Directors, Officers, and controlling persons of the Registrant by
the Registrant pursuant to the Articles of Incorporation or
otherwise, the Registrant is aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and, therefore, is
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of
expenses incurred or paid by Directors, Officers, or controlling
persons of the Registrant in connection with the 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 issues.
Insofar as indemnification for liabilities may be permitted pursuant
to Section 17 of the Investment Company Act of 1940, as amended, for
Directors, Officers, and controlling persons of the Registrant by
the Registrant pursuant to the Articles of Incorporation or
otherwise, the registrant is aware of the position of the Securities
and Exchange Commission as set forth in Investment Company Act
Release No. IC-11330. Therefore, the Registrant undertakes that in
addition to complying with the applicable provisions of the Articles
of Incorporation or otherwise, in the absence of a final decision on
the merits by a court or other body before which the proceeding was
brought, that an indemnification payment will not be made unless in
the absence of such a decision, a reasonable determination based
upon factual review has been made:
(i) by a majority vote of a quorum of non-party Directors
who are not interested persons of the Registrant, or
(ii) by independent legal counsel for an act of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of duties.
The Registrant further undertakes that advancement of expenses incurred in
the defense of a proceeding (upon undertaking for repayment unless it is
ultimately determined that indemnification is appropriate) against an
Officer, Director, or controlling person of the Registrant will not be
made absent the fulfillment of at least one of the following conditions:
(i) the indemnitee provides security for his undertaking;
(ii) the Registrant is insured against losses arising by
reason of any lawful advances; or
(iii) a majority of a quorum of disinterested non-party
Directors or independent legal counsel in a written
opinion makes a factual determination that there is
reason to believe the indemnitee will be entitled to
indemnification.
Item 16. Exhibits.
1.1 Conformed copy of Articles of Incorporation;
1.2 Conformed copy of Articles of Amendment of Articles of
Incorporation;(2)
2. Copy of By-Laws;(1)
3. Not Applicable;
4. Agreement and Plan of Reorganization is included as Exhibit A to the
Combined Proxy Statement and Prospectus;(16)
5. Copy of Specimen Certificate for Shares of Capital Stock of the
Registrant; (10)
6.1 Copy of Investment Advisory Contract and conformed copies of
Exhibits A and B of Investment Advisory Contract; (7)
6.2 Conformed copies of Exhibits D and E of Investment Advisory
Contract; (11)
- -------------------------------------------------
+ All exhibits have been filed electronically.
(1) Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed October 25, 1993. (File Nos.
33-50773 and 811-7115)
(2) Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed December 21, 1993. (File Nos.
33-50773 and 811-7115)
(7) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed June 6, 1995. (File Nos. 33-50773
and 811-7115)
(10) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed November 27, 1996. (File Nos.
33-50773 and 811-7115)
(11) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed March 31, 1997. (File Nos.
33-50773 and 811-7115)
(16) Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed July 28, 1998. (File Nos. 333-57707 and
811-7115)
<PAGE>
7. Copy of Distributor's Contract and Conformed copies of Exhibits A,
B, C, and D to Distributor's Contract; (4)
7.1 Copy of Distributor's Contract and Conformed copies of Exhibits E
and F to Distributor's Contract; (10)
7.2 Conformed copies of Exhibits G and H to Distributor's Contract; (11)
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 Numbers 33-38550 and 811-6269);
8. Not Applicable;
9.1 Conformed copy of the Custodian Agreement of the Registrant; (4)
9.2 Conformed Copy of Fee Schedule to the Custodian Agreement of the
Registrant; (13)
9.3 Conformed copy of Fund Accounting Services, Administrative Services,
Transfer Agency Services, and Custody Services Procurement Agreement
of the Registrant;(13)
* --------------------------------------------------
+ All exhibits have been filed electronically.
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed May 27, 1994. (File Nos. 33-50773
and 811-7115)
(10) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed November 27, 1996. (File Nos.
33-50773 and 811-7115)
(11) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed March 31, 1997. (File Nos. 33-50773
and 811-7115)
(13) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed November 26, 1997. (File Nos.
33-50773 and 811-7115)
(14) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 on Form N-1A filed April 30, 1998. (File Nos.
33-50773 and 811-7115)
(15) Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed June 25, 1998. (File Nos. 333-57707 and
811-7115)
<PAGE>
9.4 Conformed copy of Administrative Services Agreement; (4)
9.5 The responses described in Item 24(b)(6) are hereby incorporated by
reference;
9.6 Conformed Copy of Amended and Restated Shareholder Services Agreement
of the Registrant; (13)
10. Conformed copy of Distribution Plan including Exhibits A and B;(11)
10.1 Conformed copy of Exhibits C to Distribution Plan; (10)
10.2 Conformed copy of Exhibit D and E to Distribution Plan; (11)
10.3 The responses described in Item 24(b)(6) are hereby incorporated by
reference;
11. Conformed copy of Opinion and Consent of Counsel as to legality of
shares being registered; (15)
12. Conformed Copy of Tax Opinion of Dickstein Shapiro Morin & Oshinsky
LLP;+
13. Not Applicable
14. Conformed copy of Consent of Independent Auditors;(16)
15. Not Applicable
16.1 Conformed copy of Power of Attorney; (14)
16.2 Conformed copy of Limited Power of Attorney; (10)
17. Form of Proxy.(16)
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+ All exhibits have been filed electronically.
(4) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed May 27, 1994. (File Nos. 33-50773 and
811-7115)
(10) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed November 27, 1996. (File Nos. 33-50773 and
811-7115)
(11) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on Form N-1A filed March 31, 1997. (File Nos. 33-50773 and
811-7115)
(13) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed November 26, 1997. (File Nos. 33-50773 and
811-7115)
(14) Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 on Form N-1A filed April 30, 1998. (File Nos. 33-50773 and
811-7115)
(15) Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed June 25, 1998. (File Nos. 333-57707 and 811-7115)
(16) Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed July 28, 1998. (File Nos. 333-57707 and 811-7115)
<PAGE>
Item 17. Undertakings:
The undersigned Registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is 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 f1933, as amended,
the reoffering prospectus will contain the information called for by the
applicable registration form for the reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
The undersigned Registrant agrees that every prospectus filed under the above
paragraph will be filed as 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, as amended, 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, FEDERATED TOTAL RETURN SERIES, INC. certifies that it meets all
the requirements for effectiveness of this Amendment to its Registration
Statement pursuant to Form 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, all in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 13th day of October, 1998.
FEDERATED TOTAL RETURN SERIES, INC.
BY: /s/ Anthony R. Bosch
Anthony R. Bosch,
Assistant Secretary
Attorney in Fact for John F. Donahue
October 13, 1998
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacity and on the date indicated:
NAME TITLE DATE
By: /s/ Anthony R. Bosch Attorney In Fact October 13, 1998
Anthony R. Bosch
For the Persons ASSISTANT SECRETARY
Listed Below
NAME TITLE
John F. Donahue* Chairman and Director
(Chief Executive Officer)
Glen R. Johnson* President
J. Christopher Donahue* Executive Vice President
and Director
Edward C. Gonzales Executive Vice President
John W. McGonigle* Executive Vice President,
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Director
John T. Conroy, Jr.* Director
Nicholas P. Constantakis* Director
William J. Copeland* Director
James E. Dowd* Director
Lawrence D. Ellis, M.D.* Director
Edward L. Flaherty, Jr.* Director
Peter E. Madden* Director
John E. Murray, Jr.* Director
Wesley W. Posvar* Director
Marjorie P. Smuts* Director
* By Power of Attorney
Exhibit 12
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L Street, NW
Washington, DC 20037-1526
Tel (202) 785-9700 Fax (202) 887-0689
~
September 25, 1998
Federated Total Return Series, Inc., on behalf of its portfolio,
Federated Total Return Bond Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237
Federated Investment Trust, on behalf of its portfolio,
Federated Bond Index Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of a transaction (the "Reorganization") in which all of the assets
of Federated Bond Index Fund (the "Acquired Fund"), a portfolio of Federated
Investment Trust, a Massachusetts business trust (the "Trust"), will be acquired
by Federated Total Return Series, Inc., a Maryland corporation (the
"Corporation"), on behalf of its portfolio, Federated Total Return Bond Fund
(the "Acquiring Fund"), in exchange solely for Institutional Shares and
Institutional Service 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 July 28, 1998 between the Corporation, on behalf of the
Acquiring Fund, and the Trust, on behalf of the Acquired Fund (the "Agreement").
This opinion is rendered to you pursuant to paragraph 8.5 of the Agreement. Both
the Corporation and the Trust are registered 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
Acquiring Fund and the Acquired Fund are engaged in the business of investing in
professionally managed portfolios generally of debt 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
Corporation and the Trust in connection with the rendering of this opinion, and
such other documents and instruments as we have deemed necessary for the
purposes of this opinion. Based upon and subject to the foregoing, and assuming
that the Reorganization will take place as described in the Agreement, we are of
the opinion that, for federal income tax purposes: (a) 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; (b) 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; (c) 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;
(d) 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; (e)
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; (f) 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; (g) 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 (h) 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
Federated Total Return Series, Inc.
Federated Investment Trust
September 25, 1998
