FEDERATED SECURITIES CORP.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-379
November 22, 1999
Linda Stirling, Esq.
EDGAR Operations Branch
Securities and Exchange Commission
Office of Insurance Products
Room 10172, Stop 10-6
450 Fifth Street, Northwest
Washington, DC 20549
RE: WORLD INVESTMENT SERIES, INC. (the "Registrant")
1933 Act File No 33-52149
1940 ACT FILE NO. 811-7141
Dear Ms. Stirling:
A Registration Statement on Form N-14 under the Securities Act of 1933
is being filed with the Commission today, Monday, November 22, 1999, by the
above mentioned Registrant. The Registration Statement relates to the tax-free
exchange of the assets of Federated Latin American Growth Fund, a portfolio of
the Registrant, for Class A, B and C shares of Federated Emerging Markets Fund,
also a portfolio of the Registrant. Following the exchange, the shares of
Federated Emerging Markets Fund so acquired by Federated Latin American Growth
Fund will be distributed, pro rata, to the shareholders of Federated Latin
American Growth Fund in complete liquidation of that portfolio.
Assuming the Registration Statement meets with your approval, the
Registrant and its principal underwriter, Federated Securities Corp.,
respectfully request, pursuant to Rule 461 under the Securities Act of 1933,
that the effective date of the Registration Statement be accelerated to 11:00
A.M. on December 15, 1999, or as soon thereafter as the Commission shall deem
appropriate. We are requesting accelerated effectiveness so that the
Proxy/Prospectus contained in the Registration Statement can be mailed to the
shareholders of Federated Latin American Growth Fund on or about December 28,
1999 to allow adequate time for shareholders to review and return their proxies
in time for the meeting of shareholders scheduled for February 11, 2000.
<PAGE>
Page 2
November 22, 1999
If you have any questions regarding this filing, please call James O.
Perry at (412) 288-8162.
Very truly yours,
/S/ TIMOTHY S. JOHNSON
Timothy S. Johnson
Secretary
Federated Securities Corp.
/S/ JAMES O. PERRY
James O. Perry
Assistant Secretary
World Investment Series, Inc.
Reg No. 333- _________
811-7141
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WORLD INVESTMENT SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
(412) 288-1900
(Area Code and Telephone Number)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
(Address of Principal Executive Offices)
JOHN W. MCGONIGLE, ESQUIRE
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copy to:
JAMES O. PERRY, IV, ESQUIRE MATTHEW G. MALONEY, ESQUIRE
Federated Investors, Inc. Dickstein Shapiro Morin & Oshinsky LLP
Federated Investors Tower 2101 L Street, NW
1001 Liberty Avenue Washington, DC 20037
Pittsburgh, Pennsylvania 15222-3779
It is proposed that this filing will become effective thirty (30)
days after filing pursuant to Rule 488(a) under the Securities Act of 1933, as
amended (Approximate Date of Proposed Public Offering).
No filing fee is required under the Securities Act of 1933, as
amended, because an indefinite number of shares of beneficial interest have
previously been registered pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended.
<PAGE>
FEDERATED LATIN AMERICAN GROWTH FUND
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000
VERY IMPORTANT
ENCLOSED IS AN IMPORTANT PROXY STATEMENT AND PROXY VOTE CARD
WHICH REQUIRES YOUR SIGNATURE.
THEY RELATE TO THE TRANSFER OF THE ASSETS OF
FEDERATED LATIN AMERICAN GROWTH FUND
IN EXCHANGE FOR SHARES OF
FEDERATED EMERGING MARKETS FUND.
PLEASE REVIEW AND CAST YOUR VOTE TODAY!
Dear Valued Shareholder,
We are writing you today to inform you that the Board of Directors has
unanimously recommended a tax-free transfer of all of the assets of Federated
Latin American Growth Fund to Federated Emerging Markets Fund in exchange for
Class A, B and C Shares of Federated Emerging Markets Fund. The Board of
Directors believes that this reorganization is in the best interests of the
funds and their respective shareholders and will allow you to continue to pursue
your investment objectives as part of the larger combined fund. Subsequent to
the exchange, the Class A, B and C Shares of Federated Emerging Markets Fund
will be distributed in complete liquidation of Federated Latin American Growth
Fund to the holders of its Class A, B and C Shares, respectively. Both Federated
Latin American Growth Fund and Federated Emerging Markets Fund are portfolios of
World Investment Series, Inc. Federated Global Investment Management Corp.
serves as the adviser for both funds.
IDENTICAL INVESTMENT OBJECTIVES
In recommending this tax-free reorganization, the Board of Directors
considered the fact that the Federated Emerging Markets Fund and the Federated
Latin American Growth Fund have identical investment objectives. Both funds seek
to provide long-term growth of capital. The Federated Latin American Growth Fund
pursues its objective by investing at least 65% of its assets in equity
securities of Latin American companies while Federated Emerging Markets Fund
pursues its objective by investing 65% of its assets in equity securities of
issuers and companies located in emerging market countries. Emerging markets are
those which have gross domestic product per capita lower than $10,000 per year
and include markets in several Latin American countries.
POTENTIAL ECONOMIES OF SCALE AND LOWER EXPENSE RATIOS
The Board of Directors believes that operating efficiencies leading to
potentially lower expense ratios may be realized as a result of the
reorganization. For example, the projected pro forma combined operating expenses
for the funds' Class A Shares, assuming the reorganization was completed as of
November 30, 2000, are 3.10% as opposed to the total annual operating expenses
(before waivers and reimbursements) of 6.88% for Federated Latin American Growth
Fund as of the same date.
PLEASE VOTE TODAY!
The Board of Directors has unanimously voted to recommend that you vote
"FOR" this reorganization. A voting, or proxy, card is enclosed. Please note
that you may receive more than one proxy package if you hold shares of Federated
Latin American Growth Fund in more than one account. It is essential that you
mark your card in the appropriate space and return it in the postage-paid
envelope provided. You may also vote through the Internet at www.proxyvote.com.
Once shareholder approval has been received, the reorganization of the
Federated Latin American Growth Fund into the Federated Emerging Markets Fund is
scheduled to occur on or about February 11, 2000. Any beneficial interest that
you may possess in Federated Latin American Growth Fund on the day the
reorganization is completed will automatically convert into a corresponding
interest in Federated Emerging Markets Fund of equal value.
Because shareholder approval is required for this fund reorganization,
your individual vote is of critical importance. This gives you an important say
in the management of your investment. The transfer of assets will be effected
only if approved by a majority of Federated Latin American Growth Fund's
outstanding shares on the record date, voted in person or represented by proxy.
We hope that you will participate by casting your vote in person, or by proxy if
you are unable to attend the meeting. Please read the enclosed prospectus/proxy
statement carefully before you vote.
THE BOARD OF DIRECTORS BELIEVES THAT THE TRANSACTION IS IN THE BEST
INTERESTS OF FEDERATED LATIN AMERICAN GROWTH FUND AND ITS SHAREHOLDERS AND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ITS APPROVAL.
Thank you for your prompt attention and participation.
Sincerely,
Richard B. Fisher
President
December 28, 1999
<PAGE>
WORLD INVESTMENT SERIES, INC.
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
OF FEDERATED LATIN AMERICAN GROWTH FUND:
NOTICE IS HEREBY GIVEN that a Special Meeting of the Shareholders of Federated
Latin American Growth Fund, a portfolio of World Investment Series, Inc., will
be held at 2:00 p.m. (Eastern Time) on February 11, 2000 at 5800 Corporate
Drive, Pittsburgh, Pennsylvania 15237-7000 for the following purposes:
1. To approve or disapprove a proposed agreement pursuant to which
Federated Emerging Markets Fund, a portfolio of World Investment
Series, Inc., would acquire all of the assets of Federated Latin
American Growth Fund in exchange for Class A, B and C Shares of
Federated Emerging Markets Fund. Federated Latin American Growth
Fund would then distribute the shares of Federated Emerging
Markets Fund so received, pro rata, to holders of its Class A, B
and C shares in complete liquidation and termination of Federated
Latin American Growth Fund; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
By Order of the Board of Directors,
John W. McGonigle
Secretary
December 28, 1999
Shareholders of record at the close of business December 14, 1999 are entitled
to vote at the meeting and any adjournments.
TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND TO SAVE THE EXPENSE OF FURTHER
MAILINGS, PLEASE MARK YOUR PROXY CARD, SIGN IT, AND RETURN IT IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOU MAY
REVOKE YOUR PROXY AT ANY TIME AT OR BEFORE THE MEETING OR VOTE IN PERSON IF YOU
ATTEND THE MEETING.
<PAGE>
PROSPECTUS/PROXY STATEMENT
DECEMBER 28, 1999
ACQUISITION OF THE ASSETS OF
FEDERATED LATIN AMERICAN GROWTH FUND
("LATIN AMERICAN GROWTH"),
A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.
5800 CORPORATE DRIVE
PITTSBURGH, PENNSYLVANIA 15237-7000
TELEPHONE NUMBER: 412/288-1900
BY AND IN EXCHANGE FOR CLASS A, B AND C SHARES OF
FEDERATED EMERGING MARKETS FUND
("EMERGING MARKETS"),
A PORTFOLIO OF WORLD INVESTMENT SERIES, INC.
5800 CORPORATE DRIVE
PITTSBURGH, PENNSYLVANIA 15237-7000
TELEPHONE NUMBER: 412/288-1900
This Prospectus/Proxy Statement is being furnished in connection with
the solicitation of proxies by the Board of Directors (the "Board") of World
Investment Series, Inc. for use at the special meeting of shareholders of Latin
American Growth to be held at 2:00 p.m. (Eastern Time) on February 11, 2000 at
the offices of World Investment Series, Inc., 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000.
This Prospectus/Proxy Statement describes the proposed Agreement and
Plan of Reorganization (the "Agreement") whereby Emerging Markets would acquire
all of the assets of Latin American Growth in exchange for Class A, B and C
Shares of Emerging Markets. These shares would then be distributed PRO RATA by
Latin American Growth to holders of its Class A, B and C Shares, respectively.
As a result, each Latin American Growth shareholder will own shares of Emerging
Markets having a total net asset value equal to the total net asset value of his
or her holdings in Latin American Growth immediately prior to the
reorganization. The Agreement would result in the complete liquidation and
termination of Latin American Growth. Latin American Growth and Emerging Markets
are sometimes referred to in this Prospectus/Proxy Statement individually as a
"Fund" and collectively as the "Funds."
Each Fund is a diversified portfolio of securities of World Investment
Series, Inc., an open-end management investment company. The investment
objectives of Latin American Growth and Emerging Markets are identical, to
provide long-term growth of capital. For a comparison of the investment policies
of the Funds, see "Summary--Investment Objectives, Policies, and Limitations."
This Prospectus/Proxy Statement should be retained for future reference.
It contains information about World Investment Series, Inc., Latin American
Growth and Emerging Markets that a prospective investor should know before
investing in Emerging Markets. This Prospectus/Proxy Statement is accompanied by
the Prospectus of Emerging Markets dated March 31, 1999 (revised July 31, 1999),
which is incorporated herein by reference. The Prospectus of Latin American
Growth dated March 31, 1999 (revised July 31,1999) , and the Statements of
Additional Information for Emerging Markets and Latin American Growth, dated
March 31, 1999, (relating to the Prospectuses of Emerging Markets and Latin
American Growth, respectively, of the same date) containing additional
information, have been filed with the Securities and Exchange Commission and are
incorporated herein by reference. Copies of the Statements of Additional
Information may be obtained without charge by calling the Funds at the telephone
numbers shown above.
The Securities and Exchange Commission maintains a web site
(http://www.sec.gov) that contains the Statement of Additional Information dated
December 28, 1999 and other material incorporated by reference, together with
other information regarding Emerging Markets and Latin American Growth.
THE SHARES OFFERED BY THIS PROSPECTUS/PROXY STATEMENT ARE NOT DEPOSITS
OR OBLIGATIONS OF ANY BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD, OR ANY OTHER GOVERNMENT AGENCY. INVESTMENT IN THESE SHARES INVOLVES
INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
PAGE NO.
SUMMARY OF EXPENSES........................................................__
SUMMARY....................................................................__
About the Proposed Reorganization.......................................__
Investment Objectives, Policies and Limitations.........................__
Distribution Arrangements...............................................__
Dividends and Distributions
Advisory and Other Fees.................................................__
Purchase and Redemption Procedures......................................__
Exchange Privileges.....................................................__
Tax Consequences........................................................__
RISK FACTORS...............................................................__
INFORMATION ABOUT THE REORGANIZATION.......................................__
Background and Reasons for the Proposed Reorganization..................__
Description of the Agreement and Plan of Reorganization.................__
Description of Shares of Federated Emerging Markets.....................__
Federal Income Tax Consequences.........................................__
Comparative Information on Shareholder Rights and Obligations...........__
Capitalization..........................................................__
INFORMATION ABOUT WORLD INVESTMENT SERIES, INC., LATIN AMERICAN
GROWTH FUND AND EMERGING MARKETS FUND....................................__
VOTING INFORMATION.........................................................__
Outstanding Shares and Voting Requirements..............................__
Dissenter's Right of Appraisal..........................................__
OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY.................__
AGREEMENT AND PLAN OF REORGANIZATION - EXHIBIT A...........................A-1
<PAGE>
Set forth below are summaries of expenses for Class A, B and C Shares for the
period ended November 30, 1998 followed by the projected expenses for Class A, B
and C Shares for the period ended November 30, 2000.
SUMMARY OF EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds' Class A Shares.
<TABLE>
<CAPTION>
FEDERATED FEDERATED
LATIN EMERGING
SHAREHOLDER FEES AMERICAN MARKETS PRO FORMA
FEES PAID DIRECTLY FROM YOUR INVESTMENT GROWTH FUND FUND COMBINED
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)................ 5.50% 5.50% 5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase
price or redemption proceeds, as applicable) ............. 0.00% 0.00% 0.00%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
(and other Distributions)
(as a percentage of offering price)................ None None None
Redemption Fee (as a percentage of amount redeemed,
if applicable).................................... None None None
Exchange Fee....................................... None None None
ANNUAL FUND OPERATING EXPENSES (Before Waivers)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee 2................................... 1.25% 1.25% 1.25%
Distribution (12b-1) Fee 3......................... 0.25% 0.25% 0.25%
Shareholder Services Fee .......................... 0.25% 0.25% 0.25%
Other Expenses .................................... 2.70% 4 1.34% 1.13%
Total Annual Fund Operating Expenses 4.45% 3.09% 2.88%
- ------------------------------------------------------------------------------
1. Although not contractually obligated to do so, the adviser waived and
reimbursed certain amounts and the distributor waived certain amounts. These are
shown below along with the net expenses the Funds ACTUALLY PAID for the fiscal
year ended November 30, 1998.
Total Reimbursements and Waivers of Fund Expenses 2.45% 0.50% 0.29%
Total Annual Fund Operating Expenses
(after waivers and reimbursements)................. 2.00% 2.59% 2.59%
</TABLE>
2. The adviser voluntarily waived a portion of the management fee. The adviser
can terminate this voluntary waiver at any time. The management fee paid by the
Funds (after the voluntary waiver) was 0.00% and 1.00% for each Fund, and would
have been 1.21% for the Pro Forma Combined Fund for the fiscal year ended
November 30, 1998.
3. Class A Shares did not pay or accrue the distribution (12b-1) fee during the
year ended November 30, 1998. Class A Shares also did not pay or accrue the
distribution (12b-1) fee during the year ending November 30, 1999.
4. The adviser for the Federated Latin American Growth Fund voluntarily
reimbursed certain operating expenses of the Fund. The adviser can terminate
this voluntary reimbursement at any time. Total other expenses paid by the Fund
(after the voluntary reimbursement) were 1.75% for the Federated Latin American
Growth Fund for the year ended November 30, 1998.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a Class A shareholder of each of the Federated
Latin American Growth Fund, the Federated Emerging Markets Fund and the Pro
Forma Combined Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Summary - Advisory and
Other Fees" and " Summary - Distribution Arrangements."
EXAMPLE
This Example is intended to help you compare the cost of investing in the
indicated Funds' Class A Shares with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in each respective Fund's Class A
Shares for the time periods indicated and then redeem all of your shares at the
end of those periods. Expenses assuming no redemption area also shown. The
Example also assumes that your investment has a 5% return each year and that
each of the Fund's Class A Shares operating expenses are BEFORE WAIVERS AND
REIMBURSEMENTS as shown in the Table and remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
............... FEDERATED..... FEDERATED
............... LATIN AMERICAN EMERGING PRO FORMA
............... GROWTH FUND MARKETS FUND COMBINED
- ------------------------------------------------------------------------
1 YEAR..
Expenses assuming
REDEMPTION............$972..........$845.... $825
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$972..........$845.... $825
- -----------------------------------------------------------------
3 YEARS.
Expenses assuming
REDEMPTION............$1,822........$1,451.. $1,393
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$1,822........$1,451.. $1,393
- -----------------------------------------------------------------
5 YEARS.
Expenses assuming
REDEMPTION............$2,682........$2,081.. $1,985
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$2,682........$2,081.. $1,985
- -----------------------------------------------------------------
10 YEARS
Expenses assuming
REDEMPTION............$4,873........$3,765.. $3,578
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$4,873........$3,765.. $3,578
- -----------------------------------------------------------------
The above Example should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than those shown.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES
This table describes the fees and expenses that you may pay if you buy and
hold shares of the Funds' Class B Shares.
............................................ FEDERATED FEDERATED
............................................ LATIN EMERGING
SHAREHOLDER FEES............. .............. AMERICAN MARKETS PRO FORMA
FEES PAID DIRECTLY FROM YOUR INVESTMENT..... GROWTH FUND FUND COMBINED
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)................ None None None
Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase
price or redemption proceeds, as applicable) ............. 5.50% 5.50% 5.50%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
(and other Distributions) (as a percentage of offering price)............. None None None
Redemption Fee
(as a percentage of amount redeemed, if applicable)...... None None None
Exchange Fee....................................... None None None
ANNUAL FUND OPERATING EXPENSES (Before Waivers)1
Expenses That are Deducted From Fund Assets (as percentage of average net assets)
Management Fee 2................................... 1.25% 1.25% 1.25%
Distribution (12b-1) Fee .......................... 0.75% 0.75% 0.75%
Shareholder Services Fee .......................... 0.25% 0.25% 0.25%
Other Expenses .................................... 2.70%3 1.34% 1.13%
Total Annual Fund Operating Expenses .............. 4.95% 3.59%4 3.38%
- ------------------------------------------------------------------------------
1. Although not contractually obligated to do so, the adviser waived and
reimbursed certain amounts and the distributor waived certain amounts. These are
shown below along with the net expenses the Funds ACTUALLY PAID for the fiscal
year ended November 30, 1998.
Total Reimbursements and Waivers of Fund Expenses......... 2.20% 0.25% 0.04%
Total Annual Fund Operating Expenses
(after waivers and reimbursements)................ 2.75% 3.34% 3.34%
</TABLE>
2. The adviser voluntarily waived a portion of the management fee. The adviser
can terminate this voluntary waiver at any time. The management fee paid by the
Funds (after the voluntary waiver) was 0.00% and 1.00% for each Fund, and would
have been 1.21% for the Pro Forma Combined Fund for the year ended November 30,
1998.
3. The adviser for the Federated Latin American Growth Fund voluntarily
reimbursed certain operating expenses of the Fund. The adviser can terminate
this voluntary reimbursement at any time. Total other expenses paid by the Fund
(after the voluntary reimbursement) were 1.75% for the Federated Latin American
Growth Fund for the year ended November 30, 1998.
4. Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
approximately eight years after purchase.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a Class B shareholder of each of the Federated
Latin American Growth Fund, the Federated Emerging Markets Fund and the Pro
Forma Combined Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Summary - Advisory and
Other Fees" and "Summary - Distribution Arrangements."
EXAMPLE
This Example is intended to help you compare the cost of investing in the
indicated Funds' Class B Shares with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in each respective Fund's Class B
Shares for the time periods indicated and then redeem all of your shares at the
end of those periods. Expenses assuming no redemption are also shown. The
Example also assumes that your investment has a 5% return each year and that
each of the Fund's Class B Shares operating expenses are BEFORE WAIVERS AND
REIMBURSEMENTS as shown in the Table and remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
............... FEDERATED..... FEDERATED
............... LATIN AMERICAN EMERGING.PRO FORMA
............... GROWTH FUND MARKETS FUND COMBINED
- ------------------------------------------------------------------------
1 YEAR..
- --------
Expenses assuming
REDEMPTION............$1,045........$912.... $891
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$495..........$362.... $341
- -----------------------------------------------------------------
3 YEARS.
Expenses assuming
REDEMPTION............$1,886........$1,500.. $1,439
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$1,486........$1,100.. $1,039
- -----------------------------------------------------------------
5 YEARS.
Expenses assuming
REDEMPTION............$2,678........$2,059.. $1,960
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$2,478........$1,859.. $1,760
- -----------------------------------------------------------------
10 YEARS
Expenses assuming
REDEMPTION............$4,866........$3,744.. $3,555
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$4,866........$3,744.. $3,555
- -----------------------------------------------------------------
The above Example should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than those shown.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Funds' Class C Shares.
............................................ FEDERATED FEDERATED
............................................ LATIN EMERGING
SHAREHOLDER FEES............. .............. AMERICAN MARKETS PRO FORMA
FEES PAID DIRECTLY FROM YOUR INVESTMENT..... GROWTH FUND FUND COMBINED
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price).............. None None None
Maximum Deferred Sales Charge (Load) (as a percentage
of original purchase price or redemption proceeds,
as applicable) .................................... 1.00% 1.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
(and other Distributions)
(as a percentage of offering price)................ None None None
Redemption Fee (as a percentage
of amount redeemed, if applicable) None None None
Exchange Fee...................................... None None None
ANNUAL FUND OPERATING EXPENSES (Before Waivers)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee 2................................... 1.25% 1.25% 1.25%
Distribution (12b-1) Fee .......................... 0.75% 0.75% 0.75%
Shareholder Services Fee .......................... 0.25% 0.25% 0.25%
Other Expenses .................................... 2.70%3 1.34% 1.13%
Total Annual Fund Operating Expenses 4.95% 3.59% 3.38%
- -----------------------------------------------------------------------------------------
1. Although not contractually obligated to do so, the adviser waived and
reimbursed certain amounts. These are shown below along with the net expenses
the Funds ACTUALLY PAID for the fiscal year ended November 30, 1998.
Total Reimbursements and Waivers of Fund Expenses 2.20% 0.25% 0.04%
Total Annual Fund Operating Expenses
(after waivers and reimbursements) 2.75% 3.34% 3.34%
</TABLE>
2. The adviser voluntarily waived a portion of the management fee. The adviser
can terminate this voluntary waiver at any time. The management fee paid by the
Funds (after the voluntary waiver) was 0.00% and 1.00% for each Fund, and would
have been 1.21% for the Pro Forma Combined Fund for the year ended November 30,
1998.
3. The adviser for the Federated Latin American Growth Fund voluntarily
reimbursed certain operating expenses of the Fund. The adviser can terminate
this voluntary reimbursement at any time. Total other expenses paid by the Fund
(after the voluntary reimbursement) were 1.75% for the Federated Latin American
Growth Fund for the year ended November 30, 1998.
<PAGE>
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a Class C shareholder of each of the Federated
Latin American Growth Fund, the Federated Emerging Markets Fund and the Pro
Forma Combined Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Summary - Advisory and
Other Fees" and " Summary - Distribution Arrangements."
EXAMPLE
This Example is intended to help you compare the cost of investing in the
indicated Funds' Class C Shares with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in each respective Fund's Class C
Shares for the time periods indicated and then redeem all of your shares at the
end of those periods. Expenses assuming no redemption are also shown. The
Example also assumes that your investment has a 5% return each year and that
each of the Fund's Class C Shares operating expenses are BEFORE WAIVERS AND
REIMBURSEMENTS as shown in the Table and remain the same. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
............... FEDERATED..... FEDERATED
............... LATIN AMERICAN EMERGING PRO FORMA
............... GROWTH FUND MARKETS FUND COMBINED
- -----------------------------------------------------------------
1 YEAR..
Expenses assuming
REDEMPTION............$595..........$462 $441
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$495..........$362 $341
- -----------------------------------------------------------------
3 YEARS.
Expenses assuming
REDEMPTION............$1,486........$1,100 $1,039
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$1,486........$1,100 $1,039
- -----------------------------------------------------------------
5 YEARS.
Expenses assuming
REDEMPTION............$2,478........$1,859 $1,760
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$2,478........$1,859 $1,760
- -----------------------------------------------------------------
10 YEARS
Expenses assuming
REDEMPTION............$4,962........$3,854 $3,667
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$4,962........$3,854 $3,667
- -----------------------------------------------------------------
The above Example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown.
<PAGE>
SUMMARY OF EXPENSES
<TABLE>
<CAPTION>
This table describes the projected fees and expenses that you may pay if you buy
and hold shares of the Funds' Class A Shares and assuming the reorganization is
completed on November 30, 2000 (if at all).
FEDERATED FEDERATED
LATIN EMERGING
SHAREHOLDER FEES.................... AMERICAN MARKETS PRO FORMA
FEES PAID DIRECTLY FROM YOUR INVESTMENT GROWTH FUND FUND COMBINED
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of offering price).. 5.50% 5.50% 5.50%
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase
price or redemption proceeds, as applicable) ...... 0.00% 0.00% 0.00%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
(and other Distributions)
(as a percentage of offering price)......... None None None
Redemption Fee (as a percentage of amount
redeemed, if applicable).................... None None None
Exchange Fee................................ None None None
ANNUAL FUND OPERATING EXPENSES (Before Waivers)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee 2.......................................... 1.25% 1.25% 1.25%
Distribution (12b-1) Fee 3................................ 0.25% 0.25% 0.25%
Shareholder Services Fee ................................. 0.25% 0.25% 0.25%
Other Expenses 4.......................................... 5.13% 1.47% 1.35%
Total Annual Fund Operating Expenses ..................... 6.88% 3.22% 3.10%
- -----------------------------------------------------------------------
1. Although not contractually obligated to do so, the adviser expects to waive
and reimburse and the distributor expects to waive certain amounts. These are
shown below along with the net expenses the Funds EXPECT TO PAY for the fiscal
year ending November 30, 2000.
Total Reimbursement and Waivers of Fund Expenses..... 4.13% 0.49% 0.37%
Total Annual Fund Operating Expenses
(after waivers and reimbursements)......... ...... 2.75% 2.73% 2.73%
</TABLE>
2. The adviser expects to voluntarily waive a portion of the management fee. The
adviser can terminate this voluntary waiver at any time. The management fee paid
by the Funds (after the voluntary waiver) is expected to be 0.00%, 1.01%, and
1.13% for each Fund respectively for the fiscal year ending November 30, 2000.
3. Class A Shares have no present intention of paying or accruing the
distribution (12b-1) fee during the fiscal year ending November 30, 2000.
4. The adviser for the Federated Latin American Growth Fund expects to
voluntarily reimburse certain operating expenses of the Fund. The adviser can
terminate this voluntary reimbursement at any time. Total other expenses paid by
the Fund (after the voluntary reimbursement) are expected to be 2.75% for the
Federated Latin American Growth Fund for the fiscal year ending November 30,
2000.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a Class A shareholder of each of the Federated
Latin American Growth Fund, the Federated Emerging Markets Fund and the Pro
Forma Combined Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Summary - Advisory and
Other Fees" and " Summary - Distribution Arrangements."
EXAMPLE
This Example is intended to help you compare the cost of investing in the
indicated Funds' Class A Shares with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in each respective Fund's Class A
Shares for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that each of the fund's Class A Shares operating expenses
are BEFORE WAIVERS AND REIMBURSEMENTS as shown in the Table and remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
............... FEDERATED..... FEDERATED
............... LATIN AMERICAN EMERGING PRO FORMA
............... GROWTH FUND...... MARKETS FUND COMBINED
- ------------------------------------------------------------------------
1 YEAR..
Expenses assuming
REDEMPTION............$1,194........$857.... $846
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$1,194........$857.... $846
- -----------------------------------------------------------------
3 YEARS.
Expenses assuming
REDEMPTION............$2,446........$1,487.. $1,454
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$2,446........$1,487.. $1,454
- -----------------------------------------------------------------
5 YEARS.
Expenses assuming
REDEMPTION............$3,651........$2,141.. $2,086
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$3,651........$2,141.. $2,086
- -----------------------------------------------------------------
10 YEARS
Expenses assuming
REDEMPTION............$6,472........$3,878.. $3,773
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$6,472........$3,878.. $3,773
- -----------------------------------------------------------------
The above Example should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than those shown.
<PAGE>
SUMMARY OF EXPENSES
This table describes the projected fees and expenses that you may pay if you buy
and hold shares of the Funds' Class B Shares and assuming the reorganization is
completed on November 30, 2000 (if at all).
<TABLE>
<CAPTION>
FEDERATED FEDERATED
LATIN EMERGING
SHAREHOLDER FEES............................ AMERICAN MARKETS PRO FORMA
FEES PAID DIRECTLY FROM YOUR INVESTMENT..... GROWTH FUND FUND COMBINED
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed
on Purchases (as a percentage of offering price). None None None
Maximum Deferred Sales Charge (Load) (as a percentage of
original purchase
price or redemption proceeds, as applicable) ...... 5.50% 5.50% 5.50%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
(and other Distributions)
(as a percentage of offering price)......... None None None
Redemption Fee (as a percentage
of amount redeemed, if applicable)......... None None None
Exchange Fee................................ None None None
ANNUAL FUND OPERATING EXPENSES (Before Waivers)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee 2.......................................... 1.25% 1.25% 1.25%
Distribution (12b-1) Fee ................................. 0.75% 0.75% 0.75%
Shareholder Services Fee ................................. 0.25% 0.25% 0.25%
Other Expenses 3.......................................... 5.13% 1.47% 1.35%
Total Annual Fund Operating Expenses ..................... 7.38% 3.72% 4 3.60%
- -----------------------------------------------------------------------------------------
1. Although not contractually obligated to do so, the adviser expects to waive
and reimburse certain amounts. These are shown below along with the net expenses
the Funds EXPECT TO PAY for the fiscal year ending November 30, 2000.
Total Reimbursement and Waivers of Fund Expenses 3.88% 0.24% 0.12%
Total Annual Fund Operating Expenses
(after waivers and reimbursements) 3.50% 3.48% 3.48%
</TABLE>
2. The adviser expects to voluntarily waive a portion of the management fee. The
adviser can terminate this voluntary waiver at any time. The management fee paid
by the Funds (after the voluntary waiver) is expected to be 0.00%, 1.01%, and
1.13% for each Fund respectively for the fiscal year ending November 30, 2000.
3. The adviser for the Federated Latin American Growth Fund expects to
voluntarily reimburse certain operating expenses of the Fund. The adviser can
terminate this voluntary reimbursement at any time. Total other expenses paid by
the Fund (after the voluntary reimbursement) are expected to be 2.50% for the
Federated Latin American Growth Fund for the fiscal year ending November 30,
2000.
4. Class B Shares convert to Class A Shares (which pay lower ongoing expenses)
approximately eight years after purchase.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a Class B shareholder of each of the Federated
Latin American Growth Fund, the Federated Emerging Markets Fund and the Pro
Forma Combined Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Summary - Advisory and
Other Fees" and " Summary - Distribution Arrangements."
EXAMPLE
This Example is intended to help you compare the cost of investing in the
indicated Funds' Class B Shares with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in each respective Fund's Class B
Shares for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that each of the fund's Class B Shares operating expenses
are BEFORE WAIVERS AND REIMBURSEMENTS as shown in the Table and remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
............... FEDERATED..... FEDERATED
............... LATIN AMERICAN EMERGING PRO FORMA
............... GROWTH FUND...... MARKETS FUND COMBINED
- ------------------------------------------------------------------------
1 YEAR..
Expenses assuming
REDEMPTION............$1,279........$924.... $913
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$729..........$374.... $363
- -----------------------------------------------------------------
3 YEARS.
Expenses assuming
REDEMPTION............$2,536........$1,538.. $1,503
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$2,136........$1,138.. $1,103
- -----------------------------------------------------------------
5 YEARS.
Expenses assuming
REDEMPTION............$3,677........$2,120.. $2,064
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$3,477........$1,920.. $1,864
- -----------------------------------------------------------------
10 YEARS
Expenses assuming
REDEMPTION............$6,484........$3,858.. $3,752
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$6,484........$3,858.. $3,752
- -----------------------------------------------------------------
The above Example should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than those shown.
<PAGE>
SUMMARY OF EXPENSES
This table describes the projected fees and expenses that you may pay if you buy
and hold shares of the Funds' Class C Shares and assuming the reorganization is
completed on November 30, 2000 (if at all).
<TABLE>
<CAPTION>
FEDERATED FEDERATED
LATIN EMERGING
SHAREHOLDER FEES.................... AMERICAN MARKETS PRO FORMA
FEES PAID DIRECTLY FROM YOUR INVESTMENT..... GROWTH FUND FUND COMBINED
<S> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price)......... None None None
Maximum Deferred Sales Charge (Load) (as a percentage
of original purchase price or redemption
proceeds, as applicable) ...... 1.00% 1.00% 1.00%
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
(and other Distributions)
(as a percentage of offering price)......... None None None
Redemption Fee (as a percentage
of amount redeemed, if applicable).......... None None None
Exchange Fee................................ None None None
ANNUAL FUND OPERATING EXPENSES (Before Waivers)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS
(AS PERCENTAGE OF AVERAGE NET ASSETS)
Management Fee 2............................ 1.25% 1.25% 1.25%
Distribution (12b-1) Fee ................... 0.75% 0.75% 0.75%
Shareholder Services Fee ................... 0.25% 0.25% 0.25%
Other Expenses 3............................ 5.13% 1.47% 1.35%
Total Annual Fund Operating Expenses 7.38% 3.72% 3.60%
1. Although not contractually obligated to do so, the adviser expects to waive
and reimburse certain amounts. These are shown below along with the net expenses
the Funds EXPECT TO PAY for the fiscal year ending November 30, 2000.
Total Reimbursement and Waivers of Fund Expenses 3.88% 0.24% 0.12%
Total Annual Fund Operating Expenses
(after waivers and reimbursements) 3.50% 3.48% 3.48%
</TABLE>
2. The adviser expects to voluntarily waive a portion of the management fee. The
adviser can terminate this voluntary waiver at any time. The management fee paid
by the Funds (after the voluntary waiver) is expected to be 0.00%, 1.01% and
1.13% for each Fund respectively for the fiscal year ending November 30, 2000.
3. The adviser for the Federated Latin American Growth Fund expects to
voluntarily reimburse certain operating expenses of the Fund. The adviser can
terminate this voluntary reimbursement at any time. Total other expenses paid by
the Fund (after the voluntary reimbursement) are expected to be 2.50% for the
Federated Latin American Growth Fund for the fiscal year ending November 30,
2000.
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a Class C shareholder of each of the Federated
Latin American Growth Fund, the Federated Emerging Markets Fund and the Pro
Forma Combined Fund will bear, either directly or indirectly. For more complete
descriptions of the various costs and expenses, see "Summary - Advisory and
Other Fees" and " Summary - Distribution Arrangements".
EXAMPLE
This Example is intended to help you compare the cost of investing in the
indicated Funds' Class C Shares with the cost of investing in other mutual
funds.
The Example assumes that you invest $10,000 in each respective Fund's Class C
Shares for the time periods indicated and then redeem all of your shares at the
end of those periods. The Example also assumes that your investment has a 5%
return each year and that each of the fund's Class C Shares operating expenses
are BEFORE WAIVERS AND REIMBURSEMENTS as shown in the Table and remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:
............... FEDERATED..... FEDERATED
............... LATIN AMERICAN EMERGING PRO FORMA
............... GROWTH FUND...... MARKETS FUND COMBINED
- ------------------------------------------------------------------------
1 YEAR..
Expenses assuming
REDEMPTION............$829..........$474 $463
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$729..........$374 $363
- -----------------------------------------------------------------
3 YEARS.
Expenses assuming
REDEMPTION............$2,136........$1,138 $1,103
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$2,136........$1,138 $1,103
- -----------------------------------------------------------------
5 YEARS.
Expenses assuming
REDEMPTION............$3,447........$1,920 $1,864
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$3,447........$1,920 $1,864
- -----------------------------------------------------------------
10 YEARS
Expenses assuming
REDEMPTION............$6,559........$3.967 $3,862
- -----------------------------------------------------------------
Expenses assuming
NO REDEMPTION.........$6,559........$3,967 $3,862
- -----------------------------------------------------------------
The above Example should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than those shown.
<PAGE>
SUMMARY
This summary is qualified in its entirety by reference to the additional
information contained elsewhere in this Prospectus/Proxy Statement, the
Prospectus of Emerging Markets dated March 31, 1999 (revised July 31, 1999), the
Statement of Additional Information of Emerging Markets dated March 31, 1999
(relating to the Emerging Markets Prospectus), the Prospectus of Latin American
Growth dated March 31, 1999 (revised July 31, 1999), the Statement of Additional
Information of Latin American Growth dated March 31, 1999 (relating to the Latin
American Growth prospectus), and the Agreement and Plan of Reorganization (the
"Agreement"). A copy of the Agreement is attached to this Prospectus/Proxy
Statement as EXHIBIT A. The Prospectus of Emerging Markets accompanies this
Prospectus/Proxy Statement.
ABOUT THE PROPOSED REORGANIZATION
Although the Board of World Investment Series, Inc. believes that the
performance of Latin American Growth has been satisfactory, relative to
comparably situated investment portfolios, its relatively small size and
relatively high expenses have raised concerns as to whether such performance
will continue to be competitive in light of the indication by the Fund's
adviser, Federated Global Management Investment Corp. ("Fed Global"), to the
Board that it is unwilling to continue to waive its investment advisory fee
and/or reimburse operating expenses to the extent it has historically done so.
Accordingly, the Board has determined that a combination of Latin American
Growth with Emerging Markets would provide a larger asset base to absorb
operating costs while continuing to provide shareholders of Latin American
Growth with the same investment objective and comparable investment policies and
strategies. The Board has voted to recommend the approval of the Agreement
pursuant to which Emerging Markets, a portfolio of World Investment Series,
Inc., would acquire all of the assets of Latin American Growth, also a portfolio
of World Investment Series, Inc., in exchange for the Class A, B and C Shares of
Emerging Markets (the "Exchange"). Immediately following the Exchange, Latin
American Growth will distribute the Class A, B and C Shares of Emerging Markets
to holders of Class A, B and C Shares of Latin American Growth, respectively
(the "Distribution"). The Exchange and the Distribution are collectively
referred to as the "Reorganization." As a result of the Reorganization, each
shareholder of Latin American Growth will become the owner of Class A, B and C
Shares of Emerging Markets having a total net asset value equal to the total net
asset value of his or her holdings of Class A, B and C Shares in Latin American
Growth on the (i.e., the Closing Date (as hereinafter defined).
As a condition to the Reorganization, Emerging Markets and Latin
American Growth will receive an opinion of counsel that, the Reorganization will
be considered a tax-free "reorganization" under applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), so that no gain or loss
will be recognized by either Emerging Markets or Latin American Growth or the
shareholders of Latin American Growth. The tax basis of Emerging Markets Shares
received by shareholders of Latin American Growth will be the same as the tax
basis of their Shares in Latin American Growth. After the acquisition is
completed, Latin American Growth will be terminated.
INVESTMENT OBJECTIVES, POLICIES AND LIMITATIONS
The investment objectives of Latin American Growth and Emerging Markets
are identical. The Funds seek to provide long-term growth of capital.
Emerging Markets pursues its investment objective by investing primarily
(i.e., at least 65% of its assets under normal conditions) in equity securities
of issuers and companies located in countries having emerging markets. Emerging
markets are defined in its prospectus as those which have gross domestic product
per capita lower than $10,000 per year. Emerging Markets may also invest in
preferred stocks (either convertible or non-convertible), American, European,
Global or any other type of Depository Receipts or shares, warrants, and
corporate and government fixed income securities denominated in currencies other
than U.S. dollars. Emerging Markets may also enter into forward commitments,
repurchase agreements and foreign currency transactions; maintain reserves in
foreign or U.S. money market instruments and cash; and purchase options and
financial futures contracts.
Latin American Growth pursues its investment objective by investing
primarily in equity securities of issuers and companies located in Latin
American countries. Latin American Growth may invest in equity securities which
include common and preferred stock (including convertible preferred stock),
convertible bonds and notes, warrants and rights, interests in trusts and
partnerships and American, European, Global or any other types of Depository
Receipts. Additionally, Latin American Growth may invest in fixed income
securities, which include fixed income securities of both governmental and
corporate issuers (other than convertibles) of any quality or maturity.
The Funds may invest up to 15% of their respective total assets in
repurchase agreements, borrow money, and enter into forward foreign currency
exchange contracts and foreign currency futures contracts, as well as purchase
put or call options on foreign currency and enter into interest rate and
currency swaps. Both Funds invest primarily in securities:
o of issuers for which the principal securities trading market is an emerging
market country; o of issuers organized under the laws of, or with a principal
office in, an emerging market country; or
o traded in any market, which derive (directly or indirectly through
subsidiaries) at least 50% of their total assets, capitalization, gross
revenue or profit from its most current year from goods produced,
services performed, or sales made in such emerging market countries.
The principal difference between the Funds is that Latin American Growth
is a regional fund which concentrates its investments in Latin America and
Emerging Markets has the ability to diversify its portfolio by investing more of
its assets in other emerging markets as well as Latin America.
Both Emerging Markets and Latin American Growth are diversified
management investment companies. They are not permitted, therefore, with respect
to securities comprising 75% of the value of their total assets, to purchase
securities issued by any one issuer if, as a result, more than 5% of the value
of their total assets would be invested in the securities of that issuer, and
they will not acquire more than 10% of the outstanding voting securities of any
one issuer.
Emerging Markets and Latin American Growth are subject to certain
investment limitations. The investment limitations of the Funds are
substantially identical. These limitations include provisions that, in effect,
prohibit either Fund from:
o selling any securities short or purchasing securities on margin;
o issuing senior securities, except that the Funds may borrow up to one-third of
the value of their total assets; o mortgaging, pledging, or hypothecating any
assets except to secure permitted borrowings; o lending any of their respective
assets, except, portfolio securities up to one-third of the value of their
respective total assets; or
investing more than 15% of their respective assets in illiquid securities.
DISTRIBUTION ARRANGEMENTS
The distribution arrangements of the Funds are identical. Federated
Securities Corp. is the principal distributor for shares of both Emerging
Markets and Latin American Growth. Class A Shares of the Funds are sold at net
asset value, next determined after an order is received, plus a maximum sales
charge of 5.50%. Class B and C Shares of the Funds are subject to maximum
contingent deferred sales charges of 5.50% and 1.00% respectively, upon
redemption. Certain investors and transactions may be subject to reduced or
waived sales charges. No sales charge will be imposed in connection with the
issuance of Emerging Market shares to the shareholders of Latin American Growth
as a result of the Reorganization. The Funds have adopted a Rule 12b-1
Distribution Plan (the "Distribution Plan") pursuant to which each Fund may pay
a fee to the distributor in an amount computed at a maximum annual rate of 0.25%
of the average daily net assets of the Funds' Class A Shares and 0.75% of the
Funds' Class B and C Shares, respectively, to finance any activity which is
principally intended to result in the sale of shares subject to the Distribution
Plan. The Funds have not paid and have no present intention of paying or
accruing 12b-1 fees on Class A Shares under the Distribution Plan.
For sales of Class A Shares of the Funds, a broker/dealer will normally
receive up to 90% of the applicable sales charge. Any portion of the sales
charge which is not paid to a broker/dealer will be retained by the distributor.
However, the distributor will, periodically, uniformly offer to pay to
broker/dealers additional amounts in the form of cash, items of material value
or promotional incentives. For a complete description of sales charges and
exemptions from such charges, reference is hereby made to the accompanying
Prospectus of Emerging Markets dated March 31, 1999 (revised July 31, 1999), and
the Prospectus of Latin American Growth dated March 31, 1999, (revised July 31,
1999).
DIVIDENDS AND DISTRIBUTIONS
The dividend and distribution policies of the Funds are identical. The
Funds declare and pay any dividends annually and distribute net realized capital
gains, if any, at least annually. All dividends and distributions of the Funds
are paid in additional shares of the respective series unless the shareholders
elect to receive cash.
ADVISORY AND OTHER FEES
Fed Global, a Delaware corporation and a subsidiary of Federated
Investors, Inc., serves as investment adviser to Emerging Markets and Latin
American Growth. Fed Global is entitled to receive an annual investment advisory
fee equal to 1.25% of the Funds' average daily net assets. Under their
investment advisory contract, which provides for the voluntary waiver of the
advisory fee by Fed Global, Fed Global may voluntarily waive some or all of its
fee. Fed Global can terminate this voluntary waiver at any time at its sole
discretion.
Federated Services Company ("FServ") provides certain administrative
personnel and services necessary to operate the Funds. These services are
provided for an aggregate annual fee as specified below:
MAXIMUM ADMINISTRATIVE FEE AVERAGE AGGREGATE DAILY NET ASSETS OF THE
FEDERATED FUNDS
0.150% of 1% on the first $250 million
0.125% of 1% on the next $250 million
0.100% of 1% on the next $250 million
0.075% of 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 for each additional class of shares. FServ
may voluntarily waive a portion of its fee and may reimburse the Funds for
expenses.
FServ also provides certain accounting and recordkeeping services with
respect to the Funds' portfolio investments for a fee based on Fund assets plus
out-of-pocket expenses. FServ through its registered transfer agent subsidiary,
Federated Shareholder Services Company ("FSSC"), maintains all necessary
shareholder records. The Funds pay FSSC a transfer agency fee based on the size,
type and number of accounts and transactions made by shareholders.
The total annual operating expenses for Latin American Growth Class A
Shares were 2.00% of average daily net assets, for the fiscal year ended
November 30, 1998. Absent voluntary waivers of management fees and 12b-1 fees,
total annual operating expenses would have been 4.45%. The total annual
operating expenses for Emerging Markets Class A Shares were 2.59% of average
daily net assets, for the fiscal year ended November 30, 1998. Absent voluntary
waivers of management fees and 12b-1 fees, total annual operating expenses would
have been 3.09%.
The total projected annual operating expenses for Latin American Growth
Class A Shares for the fiscal year ending November 30, 2000, are expected to be
2.75% of average daily net assets. Absent voluntary waivers of management fees
and 12b-1 fees, total projected annual operating expenses are expected to be
6.88%. The total projected annual operating expenses for Emerging Markets Class
A Shares for the fiscal year ending November 30, 2000, are expected to be 2.73%
of average daily net assets. Absent voluntary waivers of management fees and
12b-1 fees, total projected annual operating expenses are expected to be 3.22%
as of the same date.
The total annual operating expenses for Latin American Growth Class B
Shares were 2.75% of average daily net assets, for the fiscal year ended
November 30, 1998. Absent voluntary waivers of management fees and 12b-1 fees,
total annual operating expenses would have been 4.95%. The total annual
operating expenses for Emerging Markets Class B Shares were 3.34% of average
daily net assets, for the fiscal year ended November 30, 1998. Absent voluntary
waivers of management fees and 12b-1 fees, total annual operating expenses would
have been 3.59%.
The total projected annual operating expenses for Latin American Growth
Class B Shares for the fiscal year ending November 30, 2000 are expected to be
3.50% of average daily net assets. Absent voluntary waivers of management fees
and 12b-1 fees, total projected annual operating expenses are expected to be
7.38%. The total projected annual operating expenses for Emerging Markets Class
B Shares for the fiscal year ending November 30, 2000, are expected to be 3.48%
of average daily net assets. Absent voluntary waivers of management fees and
12b-1 fees, total projected annual operating expenses are expected to be 3.72%
as of the same date.
The total annual operating expenses for Latin American Growth Class C
Shares were 2.75% of average daily net assets, for the fiscal year ended
November 30, 1998. Absent voluntary waivers of management fees and 12b-1 fees,
total annual operating expenses would have been 4.95%. The total annual
operating expenses for Emerging Markets Class C Shares were 3.34% of average
daily net assets, for the fiscal year ended November 30, 1998. Absent voluntary
waivers of management fees and 12b-1 fees, total annual operating expenses would
have been 3.59%.
The total annual projected operating expenses for Latin American Growth
Class C Shares for the fiscal year ending November 30, 2000 are expected to be
3.50% of average daily net assets. Absent voluntary waivers of management fees
and 12b-1 fees, total projected annual operating expenses are expected to be
7.38%. The total projected annual operating expenses for Emerging Markets Class
C Shares for the fiscal year ending November 30, 2000, are expected to be 3.48%
of average daily net assets. Absent voluntary waivers of management fees and
12b-1 fees, total projected annual operating expenses are expected to be 3.72%
as of the same date.
PURCHASE AND REDEMPTION PROCEDURES
Procedures for the purchase and redemption of Class A, B and C Shares of
Emerging Markets are identical to procedures applicable to the purchase and
redemption of Class A, B and C Shares of Latin American Growth. For a complete
description of the purchase and redemption procedures applicable to purchases
and redemptions of shares, refer to the Prospectus of Latin American Growth
dated March 31, 1999 (revised July 31, 1999), and the Prospectus of the Emerging
Markets dated March 31, 1999 (revised July 31, 1999), which are incorporated
herein by reference. Any questions about such procedures may be directed to, and
assistance in effecting purchases, redemptions, or exchanges of shares may be
obtained by calling 1-800-341-7400.
Shares of Emerging Markets are sold on all business days except on days
on which the New York Stock Exchange is closed. Shares are sold at their net
asset value next determined after an order is received, plus a maximum sales
charge for Class A Shares of 5.50%. No front-end sales charge will be imposed on
purchases of Class B and C Shares of Emerging Markets but a contingent deferred
sales charge of up to 5.50% and 1.00% may be charged when redeeming Class B and
C Shares, respectively. No sales charge will be imposed on the receipt by
current Latin American Growth shareholders of Class A, B and C Shares of
Emerging Markets pursuant to the Reorganization.
The net asset value of the shares of the Funds is calculated as of the
close of the New York Stock Exchange (normally 4:00 p.m., Eastern Time) on days
shares are sold. Purchases of shares of either Fund may be made through an
investment professional, directly from the Fund, by wire, by Automated Clearing
House (ACH) or by check. Orders are considered received after payment is
converted into federal funds. The minimum initial investment in Class A, B and C
Shares of the Funds is $1,500, unless the investment is in a retirement account,
in which case the minimum investment is $250.
Redemption requests cannot be executed on days which the New York Stock
Exchange is closed and federal or state holidays restricting wire transfers.
Class A, B and C Shares of the Funds are redeemed at their net asset value next
determined after the redemption request is received. Proceeds will be
distributed by wire, electronic funds transfer (if your account is at a
depository institution that is an ACH member) or check. Requests for redemption
can be made by telephone or by mail as more particularly described in the
above-referenced Prospectuses.
EXCHANGE PRIVILEGES
Holders of Shares of Emerging Markets and Latin American Growth may
exchange shares for shares of the same class of certain other Federated Funds at
net asset value. Shareholders must exchange shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made, ensure that the account registrations are identical and receive a
prospectus for the fund into which the exchange is made.
TAX CONSEQUENCES
As a condition to the Reorganization transaction, World Investment
Series, Inc. will receive an opinion of counsel that, the Reorganization will be
considered a tax-free "reorganization" under applicable provisions of the Code
so that no gain or loss will be recognized by either Emerging Markets or Latin
American Growth or the shareholders of Latin American Growth. The tax basis of
Emerging Markets shares received by Latin American Growth shareholders will be
the same as the tax basis of their shares in Latin American Growth.
RISK FACTORS
Investment in Emerging Markets is subject to certain risks that are set
forth in its Prospectus dated March 31, 1999 (revised July 31, 1999) and
Statement of Additional Information dated March 31, 1999, which are incorporated
herein by reference thereto. Briefly, these risks include, but are not limited
to:
o securities prices in emerging market countries can be significantly more
volatile than in developed countries, reflecting the greater uncertainties
of investing in lesser developed markets and economies;
o emerging market countries may have relatively unstable governments, and may
present the risk of nationalization of businesses, expropriation,
confiscatory taxation or, in certain instances, reversion to closed market,
centrally planned economies;
o emerging markets may also have restrictions on foreign ownership or
prohibitions on the repatriation of assets, and may have less protection of
property rights than developed countries;
o the economies of emerging market countries may be predominantly based on
only a few industries or dependent on revenues from particular commodities
or on international aid or development assistance, may be highly vulnerable
to changes in local or global trade conditions, and may suffer from extreme
and volatile debt burdens or inflation rates;
o securities markets in emerging market countries may trade a small number of
securities and may be unable to respond effectively to increases in trading
volume, potentially resulting in a lack of liquidity and in volatility in
the price of securities traded on those markets; and
o securities markets in emerging market countries typically offer less
regulatory protection for investors.
Investment in Latin American Growth carries risks of a substantially
similar nature, as more fully described in its Prospectus dated March 31, 1999
(revised July 31, 1999) and its Statement of Additional Information dated March
31, 1999.
INFORMATION ABOUT THE REORGANIZATION
BACKGROUND AND REASONS FOR THE PROPOSED REORGANIZATION
Although the Board of World Investment Series, Inc. believes that
the performance of Latin American Growth has been satisfactory, in comparison to
comparably situated investment portfolios, its relatively small size and
relatively high expenses have raised concerns as to whether such performance
will continue to be competitive in light of Fed Global's indication to the Board
that it is unwilling to continue to waive its investment advisory fee and/or
reimburse operating expenses to the extent it has historically done so.
Accordingly, the Board has determined that a combination of Latin American
Growth with Emerging Markets would provide a larger asset base to absorb
operating costs while continuing to provide shareholders of Latin American
Growth with the same investment objective and comparable investment policies and
strategies. In reaching this conclusion, the Board considered a number of
additional factors, including the following:
o the total expense ratio of the combined Emerging Markets following the
Reorganization is projected to be lower than the projected expense ratio of
Latin American Growth as a separate portfolio and the current expense ratio
of Latin American Growth (excluding waivers and assumptions of management
fees);
o the Reorganization provides for continuity of distribution and shareholder
servicing arrangements;
o the Reorganization will not result in the recognition of any gain or loss
for Federal income tax purposes either to the Funds or to the shareholders
of Latin American Growth Fund; and
o the Reorganization could result in economies of scale through the spreading
of fixed costs over a larger asset base. Currently, Latin American Growth's
fixed costs are spread over a relatively small asset base.
After considering these and other factors, the Board, including the
independent directors, unanimously concluded at a meeting held on November 16,
1999 that the Reorganization would be in the best interest of Latin American
Growth and its shareholders and the interest of existing Latin American Growth
shareholders would not be diluted as a result of the Reorganization. The Board
then unanimously voted to approve the Reorganization and authorized the officers
of World Investment Series, Inc. to submit the Agreement to shareholders for
consideration.
At a meeting held on November 16, 1999, the Board, including the
independent Directors, also unanimously concluded that the Reorganization would
be in the best interest of Emerging Markets and the shareholders of Emerging
Markets and the interest of existing Emerging Markets shareholders will not be
diluted as a result of the Reorganization.
DESCRIPTION OF THE AGREEMENT AND PLAN OF REORGANIZATION
The Agreement provides that on or about the Closing Date (presently
expected to be on or about February 11, 2000) (the "Closing Date") Emerging
Markets will acquire all of the assets of Latin American Growth in exchange for
Class A, B and C Shares of Emerging Markets to be distributed pro rata by Latin
American Growth to holders of its Class A, B and C Shares, respectively, in
complete liquidation and termination of Latin American Growth. Shareholders of
Latin American Growth will become shareholders of Emerging Markets as of 4:00
p.m. (Eastern Time) on the Closing Date (the "Closing") and will begin accruing
dividends on the next day. Shares of Emerging Markets received by Latin American
Growth shareholders as part of the Reorganization will not be subject to a sales
load.
At or before the Closing, Latin American Growth will declare and pay a
dividend or dividends which, together with all previous such dividends, shall
have the effect of distributing to its shareholders all of its net investment
income and realized net capital gains, if any, for all taxable years ending on
or before the Closing Date.
Consummation of the Reorganization is subject to the conditions set
forth in the Agreement, including receipt of an opinion in form and substance
satisfactory to World Investment Series, Inc., as described under the caption
"Federal Income Tax Consequences" below. The Agreement may be terminated and the
Reorganization may be abandoned at any time before or after approval by
shareholders of Latin American Growth prior to the Closing Date by World
Investment Series, Inc. if it believes that consummation of the Reorganization
would not be in the best interests of the shareholders of either Latin American
Growth or Emerging Markets.
Fed Global will bear the expenses related to the Reorganization. Such
expenses include, but are not limited to, legal fees, registration fees,
transfer taxes (if any), the fees of banks and transfer agents and the costs of
preparing, printing, copying and mailing proxy solicitation materials to
shareholders of Latin American Growth and the costs of holding the Special
Meeting of Shareholders.
The foregoing brief summary of the Agreement entered into between Latin
American Growth and Emerging Markets is qualified in its entirety by the terms
and provisions of the Agreement, a copy of which is attached hereto as Exhibit A
and incorporated herein by reference.
DESCRIPTION OF SHARES OF FEDERATED EMERGING MARKETS
Shares of Emerging Markets to be issued to shareholders of Latin
American Growth under the Agreement will be fully paid and non assessable when
issued and transferable without restriction and will have no preemptive or
conversion rights. Emerging Markets offers three classes of shares, Class A, B
and C Shares. Shares are sold primarily to institutions or individuals, directly
or through investment professionals. Class A Shares are subject to a maximum
front-end sales charge of 5.50%. Class B and Class C Shares are sold at net
asset value with a maximum contingent deferred sales charge of 5.50% and 1.00%,
respectively. Investments in Class A, B and C Shares are subject to a minimum
initial investment of $1,500, unless the investment is in a retirement account,
in which case the minimum investment is $250. Class B Shares will automatically
convert into Class A Shares after eight full years from the purchase date.
The Fund has also adopted a Distribution Plan whereby the distributor is
paid a fee of up 0.25% of Class A Shares' average daily net assets, 0.75% of
Class B Shares' average daily net assets and 0.75% of Class C Shares average
daily net assets. The Fund's Class A Shares have not paid and have no present
intention of paying or accruing 12b-1 fees on Class A Shares under the
Distribution Plan.
The Fund has entered into a Shareholder Services Agreement under which
the Fund will pay up to 0.25% of average daily net assets of the Fund.
Class A, B and C Shares are subject to certain of the same expenses.
Expense differences, however, among Class A, B and C Shares may affect the
performance of each class. The stated advisory fee of 1.25% of average net
assets is the same for all three classes of shares. Reference is hereby made to
the Prospectus of Emerging Markets dated March 31, 1999 (revised July 31, 1999)
for additional information about the shares of Emerging Markets.
FEDERAL INCOME TAX CONSEQUENCES
As a condition to the Reorganization, World Investment Series, Inc. will
receive an opinion from Dickstein Shapiro Morin & Oshinsky LLP, counsel to World
Investment Series, Inc., to the effect that, on the basis of the existing
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
current administrative rules and court decisions, for federal income tax
purposes:
o the Reorganization as set forth in the Agreement will constitute a tax-free
reorganization under section 368(a)(1)(C) of the Code, and Latin American
Growth and Emerging Markets each will be a "party to a reorganization"
within the meaning of section 368(b) of the Code;
o no gain or loss will be recognized by Emerging Markets upon its receipt of
the assets of Latin American Growth in exchange for shares of Emerging
Markets;
o no gain or loss will be recognized by Latin American Growth upon the
transfer of its assets to Emerging Markets in exchange for shares of
Emerging Markets or upon the distribution (whether actual or constructive)
of shares of Emerging Markets to shareholders of Latin American Growth in
exchange for their shares of Latin American Growth;
o no gain or loss will be recognized by the shareholders of Latin American
Growth upon the exchange of their shares of Latin American Growth for
shares of Emerging Markets;
o the tax basis of the assets of Latin American Growth acquired by Emerging
Markets will be the same as the tax basis of such assets to Latin American
Growth immediately prior to the Reorganization;
o the tax basis of shares of Emerging Markets received by each shareholder of
Latin American Growth pursuant to the Reorganization will be the same as the
tax basis of the shares of Latin American Growth held by such shareholder
immediately prior to the Reorganization;
o the holding period of the assets of Latin American Growth in the hands
of Emerging Markets will include the period during which those assets were
held by Latin American Growth; and
the holding period of shares of Emerging Markets received by each
shareholder of Latin American Growth pursuant to the Reorganization will
include the period during which the shares of Latin American Growth
exchanged therefor were held by such shareholder, provided the shares of
Latin American Growth were held as capital assets on the date of the
Reorganization.
Emerging Markets and Latin American Growth are not seeking a tax ruling
from the Internal Revenue Service ("IRS"), but are acting in reliance upon the
opinion of counsel discussed above. That opinion is not binding on the IRS and
does not preclude the IRS from adopting a contrary position.
Shareholders of the Funds should consult their tax advisers regarding
the effect, if any, of the proposed Reorganization in light of their individual
circumstances. Since the foregoing discussion relates only to the Federal income
tax consequences of the Reorganization, shareholders of the Funds should also
consult their tax advisers as to state and local tax consequences, if any, of
the Reorganization.
Emerging Markets does not anticipate that taxable sales involving
significant amounts of securities of the combined portfolio will have to be made
after the Reorganization to effect a realignment with the investment objectives
and strategies of Emerging Markets.
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS AND OBLIGATIONS
World Investment Series, Inc. is established as a corporation pursuant
to Articles of Incorporation under the laws of the State of Maryland. The rights
of shareholders of Latin American Growth and Emerging Markets, both portfolios
of World Investment Series, Inc. are set forth in the Articles of Incorporation
of World Investment Series, Inc. and are identical. Neither Fund is required to
hold annual meetings of shareholders. Shareholder approval is necessary only for
certain changes in operations or the election of the Board under certain
circumstances. A special meeting of shareholders of either Fund for any
permissible purpose is required to be called by the Board upon the written
request of the holders of at least 10% of the outstanding shares of the relevant
Fund.
CAPITALIZATION
The following table sets forth the capitalization of Emerging Markets
and Latin American Growth as of December 14, 1999 and on a PRO FORMA basis as of
that date:
Latin
American Emerging Pro Forma
GROWTH MARKETS COMBINED*
Net Assets...............................
Shares Outstanding...............
Price Per Share.......................
Class A Shares
Class B Shares
Class C Shares
* ADJUSTED TO REFLECT SHARE BALANCE AS A RESULT OF THE COMBINATION BASED ON
EXCHANGE RATIO (THE NET ASSET VALUE OF LATIN AMERICAN GROWTH DIVIDED BY THE
NET ASSET VALUE OF EMERGING MARKETS).
INFORMATION ABOUT WORLD INVESTMENT SERIES, INC.,
LATIN AMERICAN GROWTH FUND AND EMERGING MARKETS FUND
Information about World Investment Series, Inc., Latin American Growth,
and Emerging Markets is contained in the Prospectuses of Latin American Growth
and Emerging Markets dated March 31, 1999 (revised July 31, 1999), which are
incorporated by reference herein. A copy of the Prospectus for Emerging Markets
is included herewith. Additional information about World Investment Series, Inc.
and Emerging Markets is included in the Statement of Additional Information of
Emerging Markets dated March 31, 1999 and December 28, 1999 (relating to this
Prospectus/Proxy Statement which are incorporated herein by reference).
Additional information about Latin American Growth is included in the Statement
of Additional Information of Latin American Growth dated March 31, 1999 and
December 28, 1999 (relating to this Prospectus/Proxy Statement) which are
incorporated herein by reference. Copies of the Statements of Additional
Information of Latin American Growth and Emerging Markets, which have been filed
with the Securities and Exchange Commission (the "SEC"), may be obtained without
charge by contacting the Funds at 1-800-341-7400 or by writing to Federated
Latin American Growth Fund or Federated Emerging Markets Fund, Federated
Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000.
World Investment Series, Inc., on behalf of the Funds, is subject to the
informational requirements of the Securities Act of 1933 (the "1933 Act"), the
Securities Exchange Act of 1934 and the Investment Company Act of 1940 (the
"1940 Act"). As a result, it files reports and other information with the SEC on
a regular basis. Reports, proxy and information statements and other information
filed by World Investment Series, Inc., on behalf of the Funds, can be obtained
by calling or writing to World Investment Series, Inc. and can also be inspected
and copied by the public at the Public Reference Room of the SEC in Washington,
DC 20549-6009 or from the SEC's Internet site at http://www.sec.gov. The public
can call the SEC at 1-202-942-8090 for information on the Public Reference
Room's operations and copying fees.
This Prospectus/Proxy Statement and the related Statement of Additional
Information do not contain all of the information set forth in the registration
statement that World Investment Series, Inc. has filed with the SEC under the
1933 Act, to which reference is hereby made. Statements contained herein
concerning the provisions of documents are necessarily summaries of such
documents, and each such statement is qualified in its entirety by reference to
the copy of the applicable documents filed with the SEC. The SEC file number for
World Investment Series, Inc.'s. prospectuses and related Statements of
Additional Information which are incorporated by reference herein is
Registration No. 33-52149.
VOTING INFORMATION
This Prospectus/Proxy Statement is furnished in connection with the
solicitation by the Board of Latin American Growth of proxies for use at the
Special Meeting of Shareholders (the "Meeting") to be held at 2:00 p.m. on
February 11, 2000 at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000,
and at any adjournment thereof. The proxy confers discretionary authority on the
persons designated therein to vote on other business not currently contemplated
which may properly come before the Meeting. A proxy, if properly executed, duly
returned and not revoked, will be voted in accordance with the specifications
thereon; if no instructions are given, such proxy will be voted in favor of the
Agreement. A shareholder may revoke a proxy at any time prior to use by filing
with the Secretary of World Investment Series, Inc. an instrument revoking the
proxy, by submitting a proxy bearing a later date or by attending and voting at
the Meeting.
The cost of the solicitation, including the printing and mailing of
proxy materials, will be borne by Fed Global. In addition to solicitations
through the mails, proxies may be solicited by officers, employees and agents of
Federated Securities Corp. Such solicitations may be made by telephone.
Federated Securities Corp. will reimburse custodians, nominees and fiduciaries
for the reasonable costs incurred by them in connection with forwarding
solicitation materials to the beneficial owners of shares held of record by such
persons.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board has fixed the close of business on December 14, 1999 as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Special Meeting of Shareholders and any adjournment thereof. As of
the record date, there were ___________ shares of Latin American Growth
outstanding. Each Latin American Growth share is entitled to one vote and
fractional shares have proportionate voting rights. On the record date, the
Board and Officers of World Investment Series, Inc. as a group owned less than
1% of the outstanding shares of Latin American Growth. On the record date, the
following shareholders [names] owned of record, or beneficially owned, 5% or
more of Latin American Growth's outstanding shares.
[Insert 5% Shareholder Information]
[Including pro forma ownership after completion of Reorganization]
According to the Statement of Additional Information for Federated
International Growth Fund ("International Growth"), a portfolio of World
Investment Series, Inc., its 19% ownership in Latin American Growth must be
voted on one of the following ways:
1. The proxy statement would have to be distributed to the shareholders of
International Growth; or
2. The proxy would be voted by the Board in the same proportion as the vote of
all other shareholders of Latin American Growth.
Based the similarities in the investment objectives and strategies of
Latin American Growth and Emerging Markets, the consummation of the
Reorganization will have little impact on International Growth shareholders in
terms of their investment objectives. Therefore, the Board has decided to vote
the International Growth Fund's shares of Latin American Growth in the same
proportion as the vote of the remaining shareholders of Latin American Growth.
This will negate the impact that International Growth's shareholders will have
on the proposed transaction.
Under the Articles of Incorporation, the approval of any action
submitted to shareholders is determined on the basis of a majority of votes
entitled to be cast at the Special Meeting. The votes of the shareholders of
Emerging Markets are not being solicited, since their approval or consent is not
necessary for approval of the Reorganization.
The presence in person by proxy of the holders of one-third of
the shares of Latin American Growth entitled to vote without regard to Class
shall constitute a quorum at the Special Meeting for the purpose of voting on
the proposed Reorganization. For purposes of determining the presence of a
quorum, shares represented by abstentions and "broker non-votes" will be counted
as present, but not as votes cast, at the Special Meeting.
If at the time any session of the Special Meeting is called to order, a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the Special Meeting to a
later date. In the event that a quorum is present but sufficient votes in favor
of one or more of the proposals have not been received, the persons named as
proxies may propose one or more adjournments of the Special Meeting to permit
further solicitation of proxies with respect to any such proposal. All such
adjournments will require the affirmative vote of a majority of the shares
present in person or by proxy at the session of the Special Meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of the proposal, in favor of such an adjournment, and
will vote those proxies required to be voted against the proposal, against any
such adjournment. A vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if sufficient votes for its
approval have been received and it is otherwise appropriate.
DISSENTER'S RIGHT OF APPRAISAL
Shareholders of Latin American Growth objecting to the Reorganization
have no appraisal or dissenter's rights under the Articles of Incorporation or
Maryland law. Under the Agreement, if approved by Latin American Growth's
shareholders, each Latin American Growth shareholder will become the owner of
Class A, B or C Shares of Emerging Markets having a total net asset value equal
to the total net asset value of his or her holdings in Latin American Growth at
the Closing Date.
OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY
Management of Latin American Growth knows of no other matters that may
properly be, or which are likely to be, brought before the meeting. However, if
any other business shall properly come before the meeting, the persons named in
the proxy intend to vote thereon in accordance with their best judgment.
So far as management is presently informed, there is no litigation
pending or threatened against World Investment Series, Inc.
Whether or not shareholders expect to attend the meeting, all
shareholders are urged to sign, fill in and return the enclosed proxy form
promptly.
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated November 16, 1999 (the
"Agreement"), between World Investment Series, Inc., a Maryland corporation
("World Investment Series"), on behalf of its portfolio, Federated Emerging
Markets Fund (hereinafter called the "Acquiring Fund"), with its principal place
of business at 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000 and
World Investment Series, on behalf of its portfolio Federated Latin American
Growth Fund (the "Acquired Fund"), also with its principal place of business at
5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000.
WHEREAS, the Board of Directors (the "Board") of World Investment
Series, has determined that it is in the best interests of the shareholders of
the Acquired Fund, that the assets of the Acquired Fund be acquired by the
Acquiring Fund pursuant to this Agreement; and
WHEREAS, the Board, including a majority of the directors who are not
"interested persons" (as defined under the 1940 Act), of World Investment Series
have determined that an exchange of all the assets of the Acquired Fund for
Acquiring Fund shares is in the best interests of the Acquired Fund's
shareholders and that the interests of the existing shareholders of the Acquired
Fund would not be diluted as a result of this transaction; and
WHEREAS, the parties desire to enter into this Agreement which would
constitute a reorganization (the "Reorganization") within the meaning of Section
368(a)(1)(C)of the Internal Revenue Code of 1986, as amended (the "Code"):
NOW THEREFORE, in consideration of the premises and of the convenants
and agreements hereinafter set forth, the parties hereto agree as follows:
1. PLAN OF EXCHANGE
(a) Subject to the terms and conditions set forth herein, the
Acquired Fund shall assign, transfer and convey its assets, including all
securities and cash held by the Acquired Fund to the Acquiring Fund, and the
Acquiring Fund shall acquire all of the assets of the Acquired Fund in exchange
for full and fractional Class A, B and C Shares of the Acquiring Fund (the
"Acquiring Fund Shares"), to be issued by World Investment Series having an
aggregate net asset value equal to the value of the net assets of the Acquired
Fund. Such transactions shall take place at the closing (the "Closing") on the
closing date (the "Closing Date") provided for in Section 3(a). In lieu of
delivering certificates for the Acquiring Fund Shares, World Investment Series
shall credit the Acquiring Fund Shares to the Acquired Fund's account on the
share record books of World Investment Series and shall deliver a confirmation
thereof to the Acquired Fund. The Acquired Fund shall then deliver written
instructions to World Investment Series' transfer agent to establish accounts
for the shareholders on the share record books relating to the Acquiring Fund.
(b) The Acquired Fund will discharge all of its liabilities and
obligations prior to the Closing Date.
(c) Delivery of the assets of the Acquired Fund to be transferred
shall be made on the Closing Date. Assets transferred shall be delivered to the
account of the Acquiring Fund at State Street Bank and Trust Company, World
Investment Series' custodian (the "Custodian"), with all securities not in
bearer or book entry form duly endorsed, or accompanied by duly executed
separate assignments or stock powers, in proper form for transfer, with
signatures guaranteed, and with all necessary stock transfer stamps, sufficient
to transfer good and marketable title thereto (including all accrued interest
and dividends and rights pertaining thereto to the Custodian for the account of
the Acquiring Fund free and clear of all liens, encumbrances, rights,
restrictions and claims.) All cash delivered shall be in the form of immediately
available funds payable to the order of the Custodian for the account of the
Acquiring Fund.
(d) The Acquired Fund will pay or cause to be paid to the
Acquiring Fund any interest received on or after the Closing Date with respect
to assets transferred from the Acquired Fund to the Acquiring Fund hereunder and
any distributions, rights or other assets received by the Acquired Fund after
the Closing Date as distributions on or with respect to the securities
transferred from the Acquired Fund to the Acquiring Fund hereunder. All such
assets shall be deemed included in assets transferred to the Acquiring Fund on
the Closing Date and shall not be separately valued.
(e) As soon as practicable after the Closing Date, the Acquired
Fund shall liquidate and distribute pro rata all of the Acquiring Fund Shares
received by it among the holders of record as of the Valuation Time of Class A,
B and C Shares of the Acquired Fund (the "Acquired Fund Shareholders"). Such
liquidation and distribution will be accomplished by the transfer of the
Acquiring Fund Shares then credited to the account of the Acquired Fund on the
books of the Acquiring Fund to open accounts on the share record books of the
Acquiring Fund in the names of the Acquired Fund Shareholders and representing
the respective pro rata number of Acquiring Fund Shares due such shareholders,
based on the ownership of shares of the Acquired Fund at the Valuation Time. All
issued and outstanding shares of the Acquired Fund will simultaneously be
canceled on the books of the Acquired Fund. Share certificates representing
interests in the Acquired Fund will represent a number of Acquiring Fund Shares
after the Closing Date as determined in accordance with Section 2(c). The
Acquiring Fund shall not issue certificates representing Acquiring Fund Shares
in connection with such exchange. The Acquired Fund shall take whatever steps
are necessary and appropriate to effect the termination of the Acquired Fund.
After the Closing Date, the Acquired Fund shall not conduct any business except
in connection with its termination.
2. VALUATION.
(a) The value of the Acquired Fund's net assets to be acquired by the
Acquiring Fund hereunder shall be the value of such assets computed as of the
close of the New York Stock Exchange (normally 4:00 p.m. Eastern Time) on the
Closing Date (such time and date being hereinafter called the "Valuation Time"),
using the valuation procedures set forth in the Acquiring Fund's then-current
prospectus or statement of additional information.
(b) The net asset value of each Acquiring Fund Share shall be the net
asset value per share computed as of the Valuation Time, using the valuation
procedures set forth in the Acquiring Fund's then-current prospectus or
statement of additional information.
(c) The number of Acquiring Fund Shares to be issued (including
fractional shares, if any) in exchange for the Acquired Fund's net assets shall
be determined by dividing the value of the net assets of the Acquired Fund,
determined using the same valuation procedures referred to in sub-paragraph (a),
by the net asset value of one Acquiring Fund Share as determined in accordance
with sub-paragraph (b).
(d) All computations of value shall be made in accordance with the
regular practices of the Acquiring Fund.
3. CLOSING AND CLOSING DATE.
(a) The Closing Date shall be February 11, 2000 or such later date as
the parties may mutually agree. All acts taking place at the Closing on the
Closing Date shall be deemed to take place simultaneously as of the Valuation
Time unless otherwise provided. The Closing shall be held at the offices of the
Acquiring Fund's investment adviser, Federated Investors Tower, Pittsburgh, PA
15222-3779, or such other place as the parties may mutually agree.
(b) If at the Valuation Time (i) the primary trading market for
portfolio securities of the Acquiring Fund or the Acquired Fund shall be closed
to trading thereon shall be restricted; or (ii) trading or the reporting of
trading shall be disrupted so that accurate appraisal of the value of the net
assets of the Acquiring Fund or the Acquired Fund is impracticable, the Closing
Date shall be postponed until the first business day after the day when trading
shall have been fully resumed and reporting shall have been restored.
(c) Federated Shareholder Services Company, as transfer agent for each
of the Acquired Fund and the Acquiring Fund, shall deliver at the Closing a
certificate of an authorized officer stating that its records contain the names
and addresses of the Acquired Fund Shareholders and the number and percentage
ownership of outstanding shares owned by each such shareholder at the Valuation
Time. The Acquiring Fund shall issue and deliver a confirmation evidencing the
Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the
Acquiring Fund, or provide evidence satisfactory to the Acquired Fund that such
Acquiring Fund Shares have been credited to the Acquired Fund's account on the
books of the Acquiring Fund. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, assumption agreements, share
certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
4. WORLD INVESTMENT SERIES' REPRESENTATIONS AND WARRANTIES ON BEHALF OF
THE ACQUIRED FUND. World Investment Series, on behalf of the Acquired Fund,
represents and warrants to and for the benefit of the Acquiring Fund, as
follows:
(a) World Investment Series is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland
and has power to own all of its properties and assets and, subject to the
approval of the shareholders of the Acquired Fund as contemplated hereby, to
carry out this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by World Investment Series and is valid and binding on the Acquired
Fund, enforceable in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, and other similar laws of
general applicability relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this Agreement does not and
will not, and the consummation of the transactions contemplated by this
Agreement will not violate World Investment Series' Articles of Incorporation or
By-Laws or any agreement or arrangement to which the Acquired Fund is a party or
by which it is bound.
(c) World Investment Series is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management
investment company, and such registration has not been revoked or rescinded and
is in full force and effect.
(d) Except as shown on the audited financial statements of the
Acquired Fund for its most recently completed fiscal period and as incurred in
the ordinary course of the Acquired Fund's business since then, the Acquired
Fund has no liabilities of a material amount, contingent or otherwise, and there
are no legal, administrative or other proceedings pending or, to World
Investment Series Inc.'s knowledge, threatened against the Acquired Fund.
(e) The Acquired Fund has no material contracts or other
commitments outstanding (other than this Agreement) which will result in
liability to it after the Closing Date.
(f) The current prospectus and statement of additional
information of the Acquired Fund conform in all material respects to the
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act and the rules and regulations of the Securities and
Exchange Commission (the "Commission") thereunder and do not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(g) The Statements of Assets and Liabilities of the Acquired Fund
at November 30, 1998 and 1997 have been audited by Ernst & Young LLP,
independent auditors, and have been prepared in accordance with generally
accepted accounting principles, consistently applied, and such statements
(copies of which have been furnished to the Acquiring Fund) fairly reflect the
financial condition of the Acquired Fund as of such dates, and there are no
known contingent liabilities of the Acquired Fund as of such dates not disclosed
therein.
(h) The unaudited Statements of Assets and Liabilities of the
Acquired Fund at May 31, 1999 and 1998 and have been prepared in accordance with
generally accepted accounting principles, consistently applied, and such
statements (copies of which have been furnished to the Acquiring Fund) fairly
present the financial condition of the Acquired Fund as of such dates, and there
are no known contingent liabilities of the Acquired Fund as of such dates not
disclosed therein.
(i) Since May 31, 1999, there has not been any material adverse
change in the Acquired Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business, or any
incurrence by the Acquired Fund of indebtedness maturing more than one year from
the date such indebtedness was incurred, excepted as otherwise disclosed to and
accepted by the Acquiring Fund.
(j) At the Closing Date, all Federal and other tax returns and
reports of the Acquired Fund required by law to have been filed by such dates
shall have been filed, and all Federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof, and to
the best of the Acquired Fund's knowledge no such return is currently under
audit and no assessment has been asserted with respect to such returns.
(k) For each fiscal year of its operation, the Acquired Fund
has met the requirements of the Code for qualification and treatment as a
regulated investment company.
(l) All issued and outstanding shares of the Acquired Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. All of the issued and outstanding shares of the
Acquired Fund will, at the time of the Closing, be held by the persons and in
the amounts set forth in the records of the transfer agent as provided in
paragraph 3.(c). The Acquired Fund does not have outstanding any options,
warrants or other rights to subscribe for or purchase any of the Acquired Fund
shares, nor is there outstanding any security convertible into any Acquired Fund
Share (except for Class B Shares which are convertible into Class A Shares on
the terms set forth in World Investment Series' Articles of Incorporation, as
amended or supplemented).
(m) On the Closing Date, the Acquired Fund will have full
right, power and authority to sell, assign, transfer and deliver the assets to
be transferred by it hereunder.
(n) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary action
on the part of the Directors of World Investment Series and, subject to the
approval of the Acquired Fund Shareholders, this Agreement will constitute the
valid and legally binding obligation of the Acquired Fund enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and to general principles of equity and the discretion of the
court (regardless of whether the enforceability is considered in a proceeding in
equity or at law).
(o) The prospectus/proxy statement of the Acquired Fund (the
"Prospectus/Proxy Statement") to be included in the Registration Statement on
Form N-14, (the "Registration Statement") to be filed with, and declared
effective by the Securities and Exchange Commission as a precondition to the
successful completion of this transaction (other than information therein that
relates to the Acquiring Fund) will, on the effective date of the Registration
Statement and on the Closing Date, not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which such statements were made, not misleading.
(p) The Acquired Fund has entered into an agreement with respect
to the payment of expenses associated with this Reorganization whereby Federated
Global Investment Management Corp. has agreed to assume and pay for these
expenses.
5. WORLD INVESTMENT SERIES' REPRESENTATIONS AND WARRANTIES ON BEHALF OF
THE ACQUIRING FUND. World Investment Series, on behalf of the Acquiring Fund,
represents and warrants to and for the benefit of the Acquired Fund, as follows:
(a) World Investment Series is a corporation duly organized,
validly existing and in good standing under the laws of the State of Maryland
and has power to carry on its business as it is now being conducted and to carry
out this Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by World Investment Series and is valid and binding on the Acquiring
Fund, enforceable in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, and other similar laws of
general applicability relating to or affecting creditors' rights and to general
principles of equity. The execution and delivery of this Agreement does not and
will not, and the consummation of the transactions contemplated by this
Agreement will not, violate World Investment Series, Inc.'s Articles of
Incorporation or By-Laws or any agreement or arrangement to which the Acquiring
Fund is a party or by which it is bound.
(c) World Investment Series is registered under the 1940 Act as
an open-end management investment company and such registration has not been
revoked or rescinded and is in full force and effect.
(d) The Acquiring Fund does not have any known liabilities of a
material amount, contingent or otherwise, and there are no legal, administrative
or other proceedings pending or, to World Investment Series' knowledge,
threatened against the Acquiring Fund.
(e) The current prospectus and statement of additional
information of the Acquiring Fund conform in all material respects to the
applicable requirements of the 1933 Act and the 1940 Act and the rules and
regulations of the Commission thereunder and do not include any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
(f) The Statements of Assets and Liabilities of the Acquiring
Fund at November 30, 1998 and 1997, have been audited by Ernst & Young LLP,
independent auditors, and have been prepared in accordance with generally
accepted accounting principles, consistently applied, and such statements
(copies of which have been furnished to the Acquired Fund) fairly reflect the
financial condition of the Acquiring Fund as of such dates, and there are no
known contingent liabilities of the Acquiring Fund as of such dates, and there
are no known contingent liabilities of the Acquiring Fund as of such dates not
disclosed therein.
(g) The Statements of Assets and Liabilities of the Acquiring
Fund at May 31, 1999 and 1998, have been prepared in accordance with generally
accepted accounting principles, consistently applied, and such statements
(copies of which have been furnished to the Acquired Fund) fairly reflect the
financial condition of the Acquiring Fund as of such dates, and there are no
known contingent liabilities of the Acquiring Fund as of such dates not
disclosed therein.
(h) Since May 31, 1999, there has not been any material adverse
change in the Acquiring Fund's financial condition, assets, liabilities or
business other than changes occurring in the ordinary course of business, or any
incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as disclosed to and
accepted by the Acquired Fund.
(i) At the Closing Date, all Federal and other tax returns and
reports of the Acquiring Fund required by law to have been filed by such date
shall have been filed, and all Federal and other taxes shall have been paid so
far as due, or provision shall have been made for the payment thereof, and to
the best of the Acquiring Fund's knowledge no such return is currently under
audit and no assessment has been asserted with respect to such returns.
(j) For each fiscal year of its operation, the Acquiring Fund
has met the requirements of the Code for qualification and treatment as a
regulated investment company.
(k) All issued and outstanding Shares of the Acquiring Fund are,
and at the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable. The Acquiring Fund does not have outstanding any
options, warrants or other rights to subscribe for or purchase any of Acquiring
Fund Shares, nor is there outstanding any security convertible into any
Acquiring Fund Shares.
(l) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the Board , and this Agreement will constitute
the valid and legally binding obligation of the Acquiring Fund enforceable in
accordance with its terms, subject to the effect of bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto, and to general principles of equity and the discretion of the
court (regardless of whether the enforceability is considered in a proceeding in
equity or at law).
(m) The Prospectus/Proxy Statement to be included in the
Registration Statement (only insofar as it relates to the Acquiring Fund) will,
on the effective date of the Registration Statement and on the Closing Date, not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not
misleading.
(n) The Acquiring Fund has entered into an agreement with respect
to the payment of expenses associated with this Reorganization whereby Federated
Global Investment Management Corp. has agreed to assume and pay for these
expenses.
6. ACQUIRING FUND'S CONDITIONS PRECEDENT. The obligations of World
Investment Series hereunder with respect to the Acquiring Fund shall be subject
to the following conditions:
(a) The Acquiring Fund shall have been furnished a statement of
the Acquired Fund's assets and liabilities, including a list of securities owned
by the Acquired Fund with their respective tax costs and values determined as
provided in Section 1 hereof, all as of the Valuation Time.
(b) As of the Closing Date, all representations and warranties
made on behalf of the Acquired Fund made in this Agreement shall be true and
correct as if made at and as of such date, the Acquired Fund shall have complied
with all the agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such date.
(c) A vote of the shareholders of the Acquired Fund approving
this Agreement and the transactions and exchange contemplated hereby shall have
been adopted by the vote required by applicable law and the Articles of
Incorporation and By-Laws of World Investment Series.
(d) At or before the Valuation Time, the Acquired Fund shall have
declared and paid a dividend or dividends, with a record date and ex-dividend
date at or before the Valuation Time, which, together with all previous
dividends, shall have the effect of distributing to its shareholders all of its
investment company taxable income (computed without regard to any deduction for
dividends paid), if any, plus the excess of its interest income, if any,
excludable from gross income under Section 103(a) of the Code over its
deductions disallowed under Sections 265 and 171(a)(2) of the Code for all
taxable years ending on or prior to the Closing Date, and all of its net capital
gain realized (after reduction for any capital loss carryforward), if any, in
all taxable years ending on or prior to the Closing Date.
7. ACQUIRED FUND'S CONDITIONS PRECEDENT. The obligations of World
Investment Series hereunder with respect to the Acquired Fund shall be subject
to the following conditions:
(a) All representations and warranties of World Investment Series
made on behalf of the Acquiring Fund contained in the Agreement shall be true
and correct in all material respects as of the date hereof and, except as they
may be affected by the transactions contemplated by this Agreement, as of the
Closing Date with the same force and effect as if made on and as of the Closing
Date.
(b) There shall not have been any material adverse change in the
Acquiring Fund's financial condition, assets, liabilities or business since the
date hereof other than changes occurring in the ordinary course of business, or
any incurrence by the Acquiring Fund of any indebtedness, except as otherwise
disclosed to and accepted by the Acquiring Fund.
8. MUTUAL CONDITIONS PRECEDENT. The obligations of both the Acquiring
Fund and the Acquired Fund hereunder shall be subject to the following
conditions:
(a) The Agreement and the transactions contemplated herein shall
have been approved by the requisite vote of the holders of the outstanding
shares of the Acquired Fund in accordance with the provisions of World
Investment Series' Articles of Incorporation and the 1940 Act.
(b) On the Closing Date no action, suit or other proceeding shall
be pending before any court or governmental agency in which it is sought to
restrain or prohibit, or obtain damages or other relief in connection with, this
Agreement or the transactions contemplated herein.
(c) All consents of other parties and all other consents, orders
and permits of Federal, state and local regulatory authorities (including those
of the Commission and of state Blue Sky and securities authorities) deemed
necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in
all material respects, of the transactions contemplated hereby shall have been
obtained, except where failure to obtain any such consent, order or permit would
not involve a risk of a material adverse effect on the assets or properties of
the Acquiring Fund or the Acquired Fund, provided that either party hereto may
for itself waive any of such conditions.
(d) The Registration Statement shall have become effective under
the 1933 Act and no stop orders suspending the effectiveness thereof shall have
been issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act.
(e) World Investment Series shall have received an opinion of
Dickstein Shapiro Morin & Oshinsky LLP substantially to the effect that for
Federal income tax purposes:
(i) The transfer of all of the Acquired Fund assets to the
Acquiring Fund 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, and the Acquiring Fund and the Acquired Fund
each will be "a party to a reorganization" within the meaning of Section 368(b)
of the Code; (ii) 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; (iii) 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 the Acquired Fund Shareholders
in exchange for their shares of the Acquired Fund; (iv) 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; (v) The tax basis of the assets of
the Acquired Fund 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; (vi) 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; (vii) 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 (viii) The holding
period of the Acquiring Fund Shares to be 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).
Provided, however, that at any time prior to the Closing Date, any of
the foregoing conditions in this Section 8 may be waived by the parties if, in
the judgment of the parties, such waiver will not have a material adverse effect
on the benefits intended under this Agreement to the shareholders of the
Acquiring Fund or the Acquired Fund.
9. TERMINATION OF AGREEMENT. This Agreement and the transactions
contemplated hereby may be terminated and abandoned by resolution of the Board
at any time prior to the Closing Date (and notwithstanding any vote of the
shareholders of the Acquired Fund) if circumstances should develop that, in the
opinion of the Board , make proceeding with this Agreement inadvisable.
If this Agreement is terminated and the exchange contemplated
hereby is abandoned pursuant to the provisions of this Section 9, this Agreement
shall become void and have no effect, without any liability on the part of any
party hereto or the Board , officers or shareholders of World Investment Series
in respect of this Agreement.
10. WAIVER AND AMENDMENTS. At any time prior to the Closing Date, any of
the conditions set forth in Section 4 or Section 5 may be waived by the Board ,
if, in the judgment of the waiving party, such waiver will not have a material
adverse effect on the benefits intended under this Agreement to the shareholders
of the Acquired Fund or the shareholders of the Acquiring Fund, as the case may
be. In addition, prior to the Closing Date, any provision of this Agreement may
be amended or modified by the Board , if such amendment or modification would
not have a material adverse effect upon the benefits intended under this
Agreement and would be consistent with the best interests of shareholders of the
Acquired Fund and the Acquiring Fund.
11. NO SURVIVAL OF REPRESENTATIONS. None of the representations and
warranties included or provided for herein shall survive consummation of the
transactions contemplated hereby.
12. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to principles of conflict of laws.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, World Investment Series, Inc. has caused this Agreement
and Plan of Reorganization to be executed as of the date first above written.
WORLD INVESTMENT SERIES, INC., on behalf of its
portfolio, Federated Latin American Growth Fund
/S/ JOHN W. MCGONIGLE
John W. McGonigle, Secretary
WORLD INVESTMENT SERIES, INC., on behalf of its
portfolio, Federated Emerging Markets Fund
/S/ JOHN W. MCGONIGLE
John W. McGonigle, Secretary
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
December 28, 1999
Acquisition of the Assets of
FEDERATED LATIN AMERICAN GROWTH FUND
a portfolio of
WORLD INVESTMENT SERIES, INC.
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Telephone Number 412/288-1900
By and in exchange for shares of
FEDERATED EMERGING MARKETS FUND,
a portfolio of
WORLD INVESTMENT SERIES, INC.
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Telephone Number 412/288-1900
This Statement of Additional Information dated December 28, 1999 is not a
prospectus. A Prospectus/Proxy Statement dated December 28, 1999 related to the
above-referenced matter may be obtained from World Investment Series, Inc., 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000. This Statement of
Additional Information should be read in conjunction with such Prospectus/Proxy
Statement.
FEDERATED SECURITIES CORP.
Distributor
A subsidiary of FEDERATED INVESTORS, INC.
<PAGE>
TABLE OF CONTENTS
1. Statement of Additional Information of Federated Emerging Markets Fund, a
portfolio of World Investment Series, Inc., dated March 31, 1999.
2. Statement of Additional Information of Federated Latin American Growth Fund,
a portfolio of World Investment Series, Inc., dated March 31, 1999.
3. Financial Statements (unaudited) of Federated Emerging Markets Fund, dated
May 31, 1999.
4. Financial Statements of Federated Emerging Markets Fund, dated November 30,
1998.
5. Financial Statements (unaudited) of Federated Latin American Growth Fund,
dated May 31, 1999.
6. Financial Statements of Federated Latin American Growth Fund, dated November
30, 1998.
7. Pro Forma Financial Information.
<PAGE>
The Statement of Additional Information of Federated Emerging Markets
Fund (the "Acquiring Fund"), a portfolio of World Investment Series, Inc., dated
March 31, 1999 is incorporated herein by reference to this Statement of
Additional Information.
The Statement of Additional Information of Federated Latin American
Growth Fund (the "Acquired Fund") , a portfolio of World Investment Series,
Inc., dated March 31, 1999 is incorporated herein by reference to this Statement
of Additional Information.
The audited financial statements of the Acquiring Fund, dated November
30, 1998, are incorporated herein by reference to its Annual Report to
Shareholders dated November 30, 1998 and filed with the Securities and Exchange
Commission on February 1, 1999.
The audited financial statements of the Acquired Fund, dated November
30, 1998, are incorporated herein by reference to its Annual Report to
Shareholders dated November 30, 1998 and filed with the Securities and Exchange
Commission on February 1, 1999.
The unaudited financial statements of the Acquiring Fund, dated May 31,
1999, are incorporated herein by reference to its Semi-Annual Report to
Shareholders dated May 31, 1999.
The unaudited financial statements of the Acquired Fund, dated May 31,
1999, are incorporated herein by reference to its Semi-Annual Report to
Shareholders dated May 31, 1999.
The Pro Forma Financial Information of the Acquiring Fund, dated March
31, 1999, is included herein.
<PAGE>
Federated Latin American Growth Fund
Federated Emerging Markets Fund
Explanatory Statements Pertaining to
Pro Forma Financial Statements (unaudited)
May 31, 1999
BASIS OF COMBINATION
The accompanying unaudited Pro Forma Combining Portfolios of Investments,
Statements of Assets and Liabilities and Statements of Operations ("Pro Forma
Financial Statements") reflect the accounts of Federated Latin American Growth
Fund and Federated Emerging Markets Fund, collectively ("the Funds"), for the
period ended May 31, 1999. These statements have been derived from the books and
records utilized in calculating daily net asset values at April 30, 1999.
The Pro Forma Financial Statements should be read in conjunction with the
historical financial statements of the Funds, which have been incorporated by
reference in the Statement of Additional Information. The Funds follow generally
accepted accounting principles applicable to management investment companies,
which are disclosed in the historical financial statements of each fund.
The Pro Forma Financial Statements give effect to the proposed exchange of
assets of Federated Latin American Growth Fund for shares of Federated Emerging
Markets Fund. Under generally accepted accounting principles, Federated Emerging
Markets Fund will be the surviving entity for accounting purposes with its
historical cost of investment securities and results of operations being carried
forward.
The Pro Forma Financial Statements have been adjusted to reflect the anticipated
advisory fee arrangement for the surviving entity. Certain other operating costs
have also been adjusted to reflect anticipated expenses of the combined entity.
Other costs, which may change as a result of the reorganization, are currently
undeterminable.
For the period ended May 31, 1999, Federated Latin American Growth Fund and
Federated Emerging Markets Fund paid investment advisory fees computed at the
annual rate of 1.25% and 1.25%, respectively, as a percentage of average daily
net assets.
SHARES OF BENEFICIAL INTEREST
The Pro Forma net asset value per share assumes the issuance of 868,445 shares
of the Federated Emerging Markets Fund's Class A Shares to the holders of
959,852 shares of the Federated Latin American Growth Fund's Class A Shares
which were issued at May 31, 1999, in connection with the proposed
reorganization.
The Pro Forma net asset value per share assumes the issuance of 418,694 shares
of the Federated Emerging Markets Fund's Class B Shares to the holders of
456,893 shares of the Federated Latin American Growth Fund's Class B Shares
which were issued at May 31, 1999, in connection with the proposed
reorganization.
The Pro Forma net asset value per share assumes the issuance of 57,202 shares of
the Federated Emerging Markets Fund's Class C Shares to the holders of 62,191
shares of the Federated Latin American Growth Fund's Class C Shares which were
issued at May 31, 1999, in connection with the proposed reorganization.
<PAGE>
PRO FORMA COMBINING PORTFOLIO OF INVESTMENTS
May 31, 1999 (unaudited)
<TABLE>
<CAPTION>
FEDERATED FEDERATED FEDERATEDFEDERATED
LATIN EMERGING LATIN EMERGING
AMERICAN MARKETS PRO FORMA AMERICAN MARKETS PRO FORMA
GROWTH FUND FUND COMBINED GROWTH FUND COMBINED
FUND
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Common Stocks--94.1%
AEROSPACE & MILITARY TECHNOLOGY--0.5%
12,600 - Linea Aerea Nacional Chile SA, ADR $ $ $ 99,225
12,600 99,225 -
-----------------------------------
- 27,970 27,970 Samsung Aerospace Industries -
214,637 214,637
-----------------------------------------------------------------
-----------------------------------------------------------------
Total
99,225 214,637 313,862
-----------------------------------------------------------------
APPLIANCES & HOUSEHOLD DURABLES--1.2%
-----------------------------------
- 236,000 236,000 Guangdong Kelon Electrical -
Holdings Co., Class H 181,074 181,074
-----------------------------------
- 16,000 L.G. Electronics, Inc. -
16,000 304,929 304,929
-----------------------------------
- 2 2 (1) (2)Samsung Electronics Co., - 75 75
GDR
-----------------------------------
- 200 200 Samsung Electronics Co., Rights - 2,125 2,125
-----------------------------------
- 2,636,3002,636,300 Vestel Elektronik Sanayi ve -
Ticaret AS 300,986 300,986
------------------------------
-----------------------------------------------------------------
Total -
789,189 789,189
------------------------------
-----------------------------------
AUTOMOBILE--0.4%
-----------------------------------
- 33,700 Mahindra & Mahindra Ltd. -
33,700 162,546 162,546
-----------------------------------
- 8,844 8,844 (1) North American Bus Industries -
127,499 127,499
------------------------------
-----------------------------------------------------------------
Total -
290,045 290,045
------------------------------
-----------------------------------
BANKING--14.6%
-----------------------------------
- 2,700 2,700 Alpha Credit Bank -
183,167 183,167
-----------------------------------
- 2,700 2,700 Alpha Credit Bank, Rights - 9,223 9,223
-----------------------------------
6,800 0 6,800 Banco de Galicia y Buenos Aires -
SA de CV, Class B, ADR 142,375 142,375
-----------------------------------
- 3,800 3,800 Banco Santiago, ADR - 67,925 67,925
-----------------------------------
- 18,000 Bank Handlowy w. Warszawie -
18,000 211,499 211,499
-----------------------------------
- 4,440 4,440 Bank Slaski SA -
211,800 211,800
-----------------------------------
- 30,500 (1)(2) Banque Audi, Class B, GDR -
30,500 671,000 671,000
-----------------------------------
- 5,867,1005,867,100 Demirbank TAS - 31,688 31,688
-----------------------------------
- 2,900 2,900 Ergo Bank SA -
260,267 260,267
-----------------------------------
- 1,767 1,767 Grupo Financiero Banamex Accival, - 3,431 3,431
SA de CV, Class L
-----------------------------------
- 74,900 Grupo Financiero Banamex Accival, -
74,900 SA de CV, Class O 150,030 150,030
-----------------------------------
950,000 1,100,0002,050,000 Grupo Financiero Bancomer, SA de
CV 322,330 373,223 695,553
-----------------------------------
- 390 390 Grupo Financiero Inbursa, SA de CV - 1,136 1,136
-----------------------------------
- 1,011,0001,011,000 HKCB Bank Holding Co. Ltd. -
277,036 277,036
-----------------------------------
- 19,400 Hana Bank -
19,400 256,027 256,027
-----------------------------------
- 15,250,0015,250,000Lippo Bank -
891,530 891,530
-----------------------------------
- 62,800 (1) Mauritius Commercial Bank -
62,800 237,075 237,075
-----------------------------------
- 7,200 7,200 Misr International Bank -
159,813 159,813
-----------------------------------
- 3,410 3,410 National Bank of Greece -
237,896 237,896
-----------------------------------
- 6,000 6,000 National Societe Generale Bank -
101,971 101,971
-----------------------------------
- 10,700 OTP Bank RT -
10,700 471,710 471,710
-----------------------------------
- 27,800,0027,800,000PT Bank Internasional Indonesia -
769,846 769,846
-----------------------------------
- 500 500 PT Bank Negara Indonesia - 32 32
-----------------------------------
- 500 500 PT Bank Niaga Tbk - 31 31
-----------------------------------
- 500 500 (1) PT Bank Universal - 9 9
-----------------------------------
- 73,000 (1) Philippine National Bank -
73,000 168,830 168,830
-----------------------------------
- 33,405 Shinhan Bank -
33,405 325,360 325,360
-----------------------------------
- 2,785,276 (1) Social Security Bank Ltd. -
2,785,276 1,906,262 1,906,262
-----------------------------------
- 277,500 State Bank Mauritius -
277,500 176,435 176,435
-----------------------------------
- 220,600 Thai Military Bank PCL -
220,600 136,760 136,760
-----------------------------------
- 94,339,6094,339,600Turk Dis Ticaret Bankasi AS -
440,094 440,094
-----------------------------------
- 13,163,0013,163,000Turkiye Garanti Bankasi AS -
541,328 541,328
-----------------------------------
- 3,990,000 Yapi ve Kredi Bankasi AS - 50,940 50,940
3,990,000
------------------------------
-----------------------------------------------------------------
Total 464,705 9,323,374 9,788,079
------------------------------
-----------------------------------
BEVERAGE & TOBACCO--6.5% -
-----------------------------------
- 128,000 Beijing Enterprises -
128,000 207,973 207,973
-----------------------------------
- 31,000 (1) Boutaris Wine Co. SA -
31,000 321,669 321,669
-----------------------------------
19,800 - Coca-Cola Femsa SA, ADR -
19,800 357,638 357,638
-----------------------------------
- 4,600 4,600 Compania Cervecerias Unidas SA, -
ADR 128,800 128,800
-----------------------------------
- 2,600 2,600 Embotelladora Andina SA, Class A, - 50,050 50,050
ADR
-----------------------------------
- 1,400 1,400 Embotelladora Andina SA, Class B, - 21,875 21,875
ADR
-----------------------------------
130,000 80,000 Fomento Economico Mexicano, SA de
210,000 CV 427,798 263,260 691,058
-----------------------------------
- 14,480 (1) Guiness Ghana Ltd. - 5,568 5,568
14,480
-----------------------------------
227,200 - Grupo Modelo SA de CV, Class C -
227,200 585,124 585,124
-----------------------------------
- 6,000 6,000 Hellenic Bottling Co., SA -
175,132 175,132
-----------------------------------
- 219,000 La Tondena Distillers, Inc. -
219,000 253,246 253,246
-----------------------------------
- 55,000 PT Gudang Garam -
55,000 106,277 106,277
-----------------------------------
- 240,000 PT Hanjaya Mandala Sampoerna -
240,000 386,954 386,954
-----------------------------------
13,700 11,800 Pan American Beverage, Inc.,
25,500 Class A 317,669 273,613 591,282
-----------------------------------
- 293,672 Sasini Tea & Coffee Ltd. -
293,672 216,609 216,609
-----------------------------------
- 368,752 Union de Cervecerias Backus y -
368,752 Johnston SAA, Class T 160,712 160,712
-----------------------------------
4,000 - 4,000 Vina Concha y Toro, ADR -
130,000 130,000
------------------------------
-----------------------------------------------------------------
Total
1,818,2292,571,738 4,389,967
------------------------------
- ------------------------------------------------------------------
BROADCASTING & PUBLISHING--1.3%
-----------------------------------
13,300 8,000 Grupo Televisa SA, GDR
21,300 556,106 334,500 890,606
-----------------------------------------------------------------
BUILDING MATERIALS & COMPONENTS--3.9%
-----------------------------------
- 55,200,0055,200,000Adana Cimento Sanayii -
216,826 216,826
-----------------------------------
-----------------------------------
13,417 - Cementos Lima SA -
13,417 223,818 223,818
-----------------------------------
156,500 - Cemex SA, Class B -
156,500 698,932 698,932
-----------------------------------
58,632 - Juan Minetti SA -
58,632 149,630 149,630
-----------------------------------
- 2,150,000 PT Mulia Industrindo -
2,150,000 218,307 218,307
-----------------------------------
- 4,845,000 PT Semen Cibinong Tbk -
4,845,000 253,431 253,431
-----------------------------------
- 179,000 PT Semen Gresik (Persero) Tbk -
179,000 299,618 299,618
-----------------------------------
- 85,200 Siam City Cement -
85,200 321,509 321,509
-----------------------------------
- 2,600 2,600 Titan Cement Co. SA -
240,181 240,181
------------------------------
-----------------------------------------------------------------
Total 1,549,872
1,072,380 2,622,252
------------------------------
- ------------------------------------------------------------------
BUSINESS & PUBLIC SERVICES--2.9%
-----------------------------------
- 5,260 5,260 Cheil Communications, Inc. -
275,009 275,009
-----------------------------------
- 10,000 (1) ComputerLand Poland SA -
10,000 140,598 140,598
-----------------------------------
- 3,460 3,460 Delta Informatics -
160,922 160,922
-----------------------------------
- 539,280 (1) Home Finance Co. Ltd. -
539,280 166,341 166,341
-----------------------------------
- 127,400 (1) Ixchange Technology Holdings -
127,400 Ltd. 324,009 324,009
-----------------------------------
- 3,662 3,662 NIIT -
154,499 154,499
-----------------------------------
- 16,000 Satyam Computer Services -
16,000 500,232 500,232
-----------------------------------
- 6,800 6,800 Softbank SA -
198,042 198,042
------------------------------
-----------------------------------
Total -
1,919,652 1,919,652
------------------------------
-----------------------------------
CHEMICALS--0.8%
-----------------------------------
- 8,800 8,800 Egyptian Financial & Industrial -
120,419 120,419
-----------------------------------
- 8,150 8,150 Pannonplast RT -
161,086 161,086
-----------------------------------
- 6,300 6,300 Sociedad Quimica Y Minera De -
Chile, ADR 219,713 219,713
-----------------------------------
- 364 364 Sociedad Quimica Y Minera De - 12,740 12,740
Chile, Class A, ADR
------------------------------
-----------------------------------------------------------------
Total -
513,958 513,958
------------------------------
- ------------------------------------------------------------------
CONSTRUCTION & HOUSING--3.1%
-----------------------------------
68,000 - (1) Corporacion Geo SA de CV, -
68,000 Class B 257,128 257,128
-----------------------------------
- 6,373,000 (1) DMCI Holdings -
6,373,000 345,028 345,028
-----------------------------------
- 12,455,0012,455,000(1) Empire East Land Holdings, -
Inc. 333,869 333,869
-----------------------------------
- 41,000 Exbud SA -
41,000 300,577 300,577
-----------------------------------
- 19,725 Hydrobudowa SA -
19,725 185,216 185,216
-----------------------------------
- 138,000 Italian-Thai Development -
138,000 368,248 368,248
-----------------------------------
- 23,500 Sambu Construction -
23,500 284,773 284,773
------------------------------
-----------------------------------------------------------------
Total 1,817,711
257,128 2,074,839
------------------------------
- ------------------------------------------------------------------
DATA PROCESSING & REPRODUCTION--0.5%
-----------------------------------
- 13,600 (1) DataTec Ltd. -
13,600 183,524 183,524
-----------------------------------
- 6,100 6,100 Intrasoft SA -
167,289 167,289
------------------------------
-----------------------------------------------------------------
Total -
350,813 350,813
------------------------------
- ------------------------------------------------------------------
ELECTRICAL & ELECTRONICS--2.0%
-----------------------------------
- 1,100 1,100 DSQ Software Ltd. - 5,476 5,476
-----------------------------------
- 39,470 (1)Hi-Tron Systems -
39,470 332,841 332,841
-----------------------------------
- 11,840 Hi-Tron Systems, Rights - 43,931 43,931
11,840
-----------------------------------
- 8,100 8,100 (1) Infoquest SA -
146,144 146,144
-----------------------------------
- 34,100 Infotech Enterprises Ltd. -
34,100 181,518 181,518
-----------------------------------
- 3,000 3,000 Intracom SA -
215,643 215,643
-----------------------------------
- 1,570,000 Vanda Systems and Communications -
1,570,000 Holdings Ltd. 186,257 186,257
-----------------------------------
- 10,800 (1) Visualsoft (India) Ltd. -
10,800 238,983 238,983
------------------------------
-----------------------------------------------------------------
Total - 1,350,793
1,350,793
------------------------------
- ------------------------------------------------------------------
ELECTRONIC COMPONENTS, INSTRUMENTS--0.9%
-----------------------------------
- 4,515 4,515 Aptech Ltd. - 85,640 85,640
-----------------------------------
- 720 720 Dae Duck Electronics Co. - 6,922 6,922
-----------------------------------
- 172 172 Dae Duck Electronics Co., Rights - 566 566
-----------------------------------
- 22,800 HCL Infosystems Ltd. -
22,800 214,114 214,114
-----------------------------------
- 15,040 Saehan Precision Co. -
15,040 306,926 306,926
------------------------------
-----------------------------------------------------------------
Total -
614,168 614,168
------------------------------
- ------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--0.6%
-----------------------------------
17,900 - (2) Chilectra SA, ADR -
17,900 407,651 407,651
------------------------------
-----------------------------------
ENERGY SOURCES--3.4%
-----------------------------------
- 110,300 Banpu Public Co. Ltd. -
110,300 258,655 258,655
-----------------------------------
240,000 - (1) Gas Natural Ban SA -
240,000 401,117 401,117
-----------------------------------
- 35,000 Gulf Indonesia Resources Ltd. -
35,000 336,875 336,875
-----------------------------------
- 6,850 6,850 Lukoil Holding Co., ADR -
254,820 254,820
-----------------------------------
- 20,300 MOL Magyar Olaj-es Gazipari RT -
20,300 494,967 494,967
-----------------------------------
- 735,000 PT Medco Energi Corp. -
735,000 280,430 280,430
-----------------------------------
- 3,000 3,000 PTT Exploration and Production - 24,420 24,420
Public Co.
-----------------------------------
- 2,010,000 Petron Corp. -
2,010,000 221,866 221,866
------------------------------
-----------------------------------------------------------------
Total 1,872,033
401,117 2,273,150
------------------------------
-----------------------------------
FINANCIAL SERVICES--1.7%
-----------------------------------
- 10,500 (1) Daewoo Securities Co. -
10,500 208,079 208,079
-----------------------------------
- 545 545 (1) Hyundai Securities - 17,097 17,097
-----------------------------------
- 131 131 Hyundai Securities, Rights - 1,171 1,171
-----------------------------------
- 30,400 (1) Lg Securities Co. -
30,400 512,712 512,712
-----------------------------------
- 222 222 Samsung Securities Co., Ltd. - 9,735 9,735
-----------------------------------
- 776,700 Securities One -
776,700 173,763 173,763
-----------------------------------
- 63,000 (1) Theta Group Ltd. -
63,000 193,078 193,078
------------------------------
-----------------------------------------------------------------
Total -
1,115,635 1,115,635
------------------------------
-----------------------------------
FISHERIES--0.0%
-----------------------------------
- 188,902 Austral Group - 22,711 22,711
188,902
-----------------------------------------------------------------
FOOD & HOUSEHOLD PRODUCTS--2.6%
-----------------------------------
- 11,200 Britannia Industries -
11,200 344,917 344,917
-----------------------------------
- 8,700 8,700 Delta Dairy SA -
184,038 184,038
-----------------------------------
- 5,900 5,900 Goody's SA -
166,346 166,346
-----------------------------------
-----------------------------------
- 51,000 Grupo Industrial Maseca SA de CV, - 32,315 32,315
51,000 Class B
-----------------------------------
- 71,500 Innscor Africa Ltd. - 18,367 18,367
71,500
-----------------------------------
- 32,100 (1) International Food Industries -
32,100 Co. (Hostess) 372,851 372,851
-----------------------------------
- 762,500 (1) PT Bintuni Minaraya -
762,500 166,577 166,577
-----------------------------------
- 1,110,0001,110,000 Ultrajaya Milk Ind -
119,538 119,538
-----------------------------------
- 17,100 Woo Sung Feed Co. -
17,100 340,313 340,313
------------------------------
-----------------------------------------------------------------
Total - 1,745,262
1,745,262
------------------------------
- ------------------------------------------------------------------
FOREST PRODUCTS & PAPER--1.4% -
-----------------------------------
26,000 - Aracuz Cellulose, ADR -
26,000 500,500 500,500
-----------------------------------
- 68,300 Sappi Ltd. -
68,300 416,450 416,450
-----------------------------------------------------------------
-----------------------------------------------------------------
Total
500,500 416,450 916,950
-----------------------------------------------------------------
GOLD MINES--0.3%
-----------------------------------
- 30,800 Ashanti Goldfields Co., GDR -
30,800 231,000 231,000
-----------------------------------------------------------------
HEALTH & PERSONAL CARE--1.0%
-----------------------------------
- 1,600 1,600 Athens Medic Center - 37,977 37,977
-----------------------------------
- 814,500 PT Darya Varia Laboratoria -
814,500 100,245 100,245
-----------------------------------
- 12,900 Pacific Corp. -
12,900 271,957 271,957
-----------------------------------
- 15,450 Sarantis SA -
15,450 253,730 253,730
------------------------------
-----------------------------------------------------------------
Total -
663,909 663,909
------------------------------
-----------------------------------
INDUSTRIAL COMPONENTS--0.1%
-----------------------------------
- 3,800 3,800 Madeco SA, ADR - 37,050 37,050
-----------------------------------
- 14,064 Samsung Aerospace Industries, - 18,976 18,976
14,064 Rights
------------------------------
-----------------------------------------------------------------
Total - 56,026 56,026
------------------------------
-----------------------------------
INSURANCE--1.6%
-----------------------------------
- 18,368,000 Aksigorta -
18,368,000 586,270 586,270
-----------------------------------
- 11,000 (1) Enterprise Insurance Co. Ltd. - 9,048 9,048
11,000
-----------------------------------
- 520 520 Samsung Fire & Marine Insurance -
269,284 269,284
-----------------------------------
- 116,394 Swan Insurance Co., Ltd. -
116,394 180,384 180,384
------------------------------
-----------------------------------------------------------------
Total -
1,044,986 1,044,986
------------------------------
-----------------------------------
LEISURE & TOURISM--0.2%
-----------------------------------
- 1,334,000 PT Sona Topas Tourism Industry Tbk -
1,334,000 106,720 106,720
-----------------------------------------------------------------
MACHINERY & ENGINEERING--1.1%
-----------------------------------
- 10,000 Punjab Tractors Ltd. -
10,000 315,225 315,225
-----------------------------------
- 141,300 Shin Sung ENG -
141,300 405,127 405,127
------------------------------
-----------------------------------------------------------------
Total -
720,352 720,352
------------------------------
-----------------------------------
MERCHANDISING--3.0%
-----------------------------------
291,000 - (1) Cifra SA de CV, Class V -
291,000 502,596 502,596
-----------------------------------
- 13,400 Companhia Brasileira de -
13,400 Distribuicao Groupo Pao de 242,875 242,875
Acucar, ADR
-----------------------------------
- 23,800 Keum Kang Devel -
23,800 275,962 275,962
-----------------------------------
- 280,000 Migros Turk -
280,000 357,489 357,489
-----------------------------------
95,500 - Organizacion Soriana SA de CV, -
95,500 Class B 357,698 357,698
-----------------------------------
- 439,500 PT Ramayana Lestari Sentosa -
439,500 238,006 238,006
-----------------------------------
- 1,800 1,800 Santa Isabel SA, ADR - 19,575 19,575
------------------------------
-----------------------------------------------------------------
Total
860,294 1,133,907 1,994,201
------------------------------
-----------------------------------
METALS - NON FERROUS--2.0%
-----------------------------------
- 221,942 (1) Aluworks Ghana Ltd. -
221,942 255,578 255,578
-----------------------------------
37,000 41,532 Cia de Minas Buenaventura SA,
78,532 Class B 266,017 298,601 564,618
-----------------------------------
- 50,000 Grupo Mexico SA, Class B -
50,000 169,136 169,136
-----------------------------------
- 50,657 Minsur SA -
50,657 102,776 102,776
-----------------------------------
6,000 - 6,000 Sociedad Quimica y Minera de -
Chile, ADR 209,250 209,250
-----------------------------------
346 - 346 Sociedad Quimica y Minera de - 12,110
Chile, Class A, ADR 12,110
------------------------------
-----------------------------------------------------------------
Total
487,377 826,091 1,313,468
------------------------------
-----------------------------------
METALS - STEEL--1.1%
-----------------------------------
140,000 - Acindar Industria Argentina de -
140,000 Aceros SA 168,133 168,133
-----------------------------------
- 19,500,000 Eregli Demir Ve Celik Fabrikalari -
19,500,000TAS 373,445 373,445
-----------------------------------
- 10,400 Mytilineos SA -
10,400 209,825 209,825
------------------------------
-----------------------------------------------------------------
Total
168,133 583,270 751,403
------------------------------
-----------------------------------
MINING--0.1%
-----------------------------------
- 483,461 Athi River Mining Ltd. - 39,774 39,774
483,461
-----------------------------------------------------------------
MISCELLANEOUS MATERIALS & COMMODITIES--1.0%
-----------------------------------
- 1,741,000 Delta Corp. -
1,741,000 458,637 458,637
-----------------------------------
- 5,250 5,250 Hellas Can Packaging SA -
166,544 166,544
-----------------------------------
- 200 200 National Aluminium Co. Ltd. - 135 135
-----------------------------------
- 953,500 PT Fiskaragung Perkasa - 32,272 32,272
953,500
------------------------------
-----------------------------------------------------------------
Total -
657,588 657,588
------------------------------
-----------------------------------
MULTI-INDUSTRY--3.8%
-----------------------------------
- 4,018,000 (1) Aboitiz Equity Ventures, Inc. -
4,018,000 236,536 236,536
-----------------------------------
- 1,415,000 (1) Benpres Holdings Corp. -
1,415,000 334,690 334,690
-----------------------------------
- 21,900 Citic Pacific Ltd. -
21,900 262,436 262,436
-----------------------------------
- 1,415,000 Elektrim Spolka Akcyjna SA -
1,415,000 503,048 503,048
-----------------------------------
- 1,691,500 Enka Holding Yatirim -
1,691,500 348,860 348,860
-----------------------------------
- 43,089 First Pacific Co. -
43,089 220,507 220,507
-----------------------------------
- 5,600 5,600 (2) Grupo Carso SA de CV, ADR - 45,119 45,119
-----------------------------------
80,000 Grupo Industrial Saltillo SA de -
80,000 CV, Class B 250,179 250,179
-----------------------------------
- 8,280,000 Haci Omer Sabanci Holding -
8,280,000 203,291 203,291
-----------------------------------
- 21,830 (1)(2) Press Corp., GDR -
21,830 144,733 144,733
------------------------------
-----------------------------------------------------------------
Total
250,179 2,299,220 2,549,399
------------------------------
-----------------------------------
PHARMACEUTICALS--0.8%
-----------------------------------
- 23,450,400 Eczacibasi Ilac -
23,450,400 362,731 362,731
-----------------------------------
- 21,900 Jelfa SA -
21,900 186,945 186,945
------------------------------
-----------------------------------------------------------------
Total -
549,676 549,676
------------------------------
-----------------------------------
REAL ESTATE--3.6%
-----------------------------------
- 457,000 Ayala Land, Inc. -
457,000 147,128 147,128
-----------------------------------
-----------------------------------
- 4,940,000 (1) Belle Corp. -
4,940,000 288,219 288,219
-----------------------------------
- 190,000 China Resources Enterprises Ltd. -
190,000 276,859 276,859
-----------------------------------
- 5,670,000 (1) Megaworld Properties & -
5,670,000 Holdings, Inc. 286,103 286,103
-----------------------------------
- 3,355,000 PT Jaya Real Property Tbk -
3,355,000 361,307 361,307
-----------------------------------
- 11,400,0011,400,000Putra Surya Perkas -
175,385 175,385
-----------------------------------
- 775,000 Quality House Public Co. Limited -
775,000 214,117 214,117
-----------------------------------
- 61,000 (1)(2) SOLIDERE, GDR -
61,000 642,025 642,025
------------------------------
-----------------------------------------------------------------
Total - 2,391,143
2,391,143
------------------------------
- ------------------------------------------------------------------
RECREATION, OTHER CONSUMER GOODS--0.4%
-----------------------------------
83,000 - (1) Corporacion Interamericana de -
83,000 Entretenimiento SA 262,954 262,954
------------------------------
-----------------------------------
RETAIL--0.3%
-----------------------------------
11,650 - Companhia Brasileira de -
11,650 Distribuicao Groupo Pao de 211,156 211,156
Acucar, ADR
------------------------------
-----------------------------------
TELECOMMUNICATIONS--11.4%
-----------------------------------
- 3,200,000 Champion Technology Holdings Ltd. -
3,200,000 202,195 202,195
-----------------------------------
- 100,000 (1) China Telecom (Hong Kong) Ltd. -
100,000 210,836 210,836
-----------------------------------
- 558,000 City Telecom (HK) Ltd. -
558,000 165,496 165,496
-----------------------------------
40,000 13,800 (1) Embratel Participacoes SA, ADR
53,800 550,000 189,750 739,750
-----------------------------------
- 16,200 Hellenic Telecommunication -
16,200 Organization SA 350,745 350,745
-----------------------------------
- 50,900 Matav RT -
50,900 284,373 284,373
-----------------------------------
- 110,065 (1) Tele 2000 SA - 46,315 46,315
110,065
-----------------------------------
24,600 31,000 (1) Tele Norte Leste
55,600 Participacoes SA, ADR 402,825 507,625 910,450
-----------------------------------
4,500 17,800 Telecom Argentina SA, ADR
22,300 128,250 507,300 635,550
-----------------------------------
10,000 16,000 Telefonica de Argentina SA, ADR
26,000 323,750 518,000 841,750
-----------------------------------
14,700 13,000 Telefonos de Mexico, Class L, ADR 1,039,188
27,700 1,175,081 2,214,269
-----------------------------------
3,000 - 3,000 (1) Telemig Celular Participacoes - 92,625
SA, ADR 92,625
-----------------------------------
14,000,000 - 14,000,000Telesp Participacoes SA -
305,366 305,366
-----------------------------------
- 14,200 Tiletypos SA -
14,200 293,779 293,779
-----------------------------------
- 17,200 (1) Vimpel-Communications, ADR -
17,200 363,350 363,350
------------------------------
-----------------------------------------------------------------
Total
2,977,8974,678,952 7,656,849
------------------------------
-----------------------------------
TEXTILES & APPAREL--0.2%
-----------------------------------
- 158,550 Madura Coats -
158,550 156,818 156,818
-----------------------------------------------------------------
TRANSPORTATION - AIRLINES--1.5%
-----------------------------------
- 100,000 Air Mauritius Ltd. - 99,344 99,344
100,000
-----------------------------------
- 4,079,000 Kenya Airways Ltd. -
4,079,000 468,649 468,649
-----------------------------------
- 18,950 Korean Air -
18,950 228,515 228,515
-----------------------------------
- 109,000 Thai Airways International PCL -
109,000 185,094 185,094
------------------------------
-----------------------------------------------------------------
Total -
981,602 981,602
------------------------------
- ------------------------------------------------------------------
TRANSPORTATION - ROAD & RAIL--0.3%
-----------------------------------
- 1,222,0001,222,000 GZI Transportation Ltd. -
220,610 220,610
------------------------------
- ------------------------------------------------------------------
TRANSPORTATION - SHIPPING--0.9%
-----------------------------------
- 30,880 Korea Line Co. -
30,880 377,586 377,586
-----------------------------------
- 1,722,500 PT Berlian Laju Tanker Tbk -
1,722,500 238,499 238,499
------------------------------
-----------------------------------------------------------------
Total -
616,085 616,085
------------------------------
- ------------------------------------------------------------------
UTILITIES - ELECTRICAL & GAS--2.2%
-----------------------------------
- 69,300 Companhia Paranaense de -
69,300 Energia-Copel, ADR 519,750 519,750
-----------------------------------
- 573,289 Edegel SA, Class B -
573,289 118,897 118,897
-----------------------------------
- 900 900 Egypt Gas - 43,968 43,968
-----------------------------------
- 922,000 (1) Huaneng Power International, -
922,000 Inc. 273,454 273,454
-----------------------------------
- 15,200 Hub Power Co., GDR -
15,200 136,800 136,800
-----------------------------------
- 225,000 Kenya Power & Lighting Co. Ltd. -
225,000 363,830 363,830
------------------------------
-----------------------------------------------------------------
Total -
1,456,699 1,456,699
------------------------------
- ------------------------------------------------------------------
WHOLESALE & INTERNATIONAL TRADE--0.7%
-----------------------------------
- 180,080 Ferreyros SA -
180,080 133,960 133,960
-----------------------------------
- 2,475,900 Interfresh - 51,917 51,917
2,475,900
-----------------------------------
- 18,210 Samsung Co. -
18,210 284,087 284,087
------------------------------
-----------------------------------------------------------------
Total -
469,964 469,964
------------------------------
-----------------------------------------------------------------
TOTAL COMMON STOCKS 10,795,0346,696,93357,491,964
(IDENTIFIED COST $53,855,235)
------------------------------
Preferred Stocks--6.6%
BANKING--0.9%
-----------------------------------
9,400,000 Banco Est Sao Paulo, Preference
5,300,000 14,700,000 226,007 400,842 626,849
------------------------------
-----------------------------------
ENERGY SOURCES--1.7%
-----------------------------------
3,135,000 Petroleo Brasileiro SA, Preference
4,810,000 7,945,000 680,006 443,205 1,123,211
-----------------------------------------------------------------
- ------------------------------------------------------------------
FOREST PRODUCTS & PAPER--0.2%
- ------------------------------------------------------------------
- Votorantim Celulose e Papel SA, -
6,100,000 6,100,000 Preference 161,916 161,916
-----------------------------------------------------------------
-----------------------------------
METALS - STEEL--0.8%
-----------------------------------
-----------------------------------
- Gerdau SA, Preference -
1,600,000 1,600,000 240,046 240,046
-----------------------------------
-----------------------------------
123,000 - Usinas Siderurgicas de Minas -
123,000 Gerais SA, Preference 327,196 327,196
-----------------------------------------------------------------
-----------------------------------------------------------------
Total -
567,242 567,242
-----------------------------------------------------------------
TELECOMMUNICATIONS--0.9%
37,519 - Telecomunicacoes Do Rio Janiero 747 - 747
37,519 SA, Preference
-----------------------------------
1,300,000 Telecomunicacoes de Sao Paulo SA,
1,500,000 2,800,000 Preference 182,631 158,280 340,911
-----------------------------------
- 6,300,000 Telesp Celular Participacoes SA, -
6,300,000 Series B 290,425 290,425
------------------------------
-----------------------------------------------------------------
Total
183,378 448,705 632,083
------------------------------
-----------------------------------
TEXTILES & APPAREL--0.0%
-----------------------------------
- 49,000,0049,000,000(1) Texpar SA, Preference - 282 282
-----------------------------------------------------------------
- ------------------------------------------------------------------
UTILITIES - ELECTRICAL & GAS--1.9%
- ------------------------------------------------------------------
- 17,100,000Centrais Electricas Brasileiras -
17,100,000 SA, Prefernce, Series B 357,886 357,886
-----------------------------------
20,100,0045,612,307Companhia Energetica de Minas
25,512,307 Gerais, Preference 533,064 419,958 953,022
------------------------------
-----------------------------------
Total
890,950 419,958 1,310,908
------------------------------
-----------------------------------------------------------------
TOTAL PREFERRED STOCKS 4,422,491
(IDENTIFIED COST $3,965,528) 2,709,4991,712,992
------------------------------
Corporate Bonds--0.0%
METALS - STEEL--0.0%
-----------------------------------
$5,800 $10,100 Companhia Vale Do Rio Doce, Conv. 34 58 92
15,900 Deb., 12/31/1999 (identified cost
$137)
------------------------------
- ------------------------------------------------------------------
Repurchase Agreement--2.0%(3)
-----------------------------------
- 1,375,000 Bear, Stearns and Co., 4.93%, - 1,375,000
1,375,000 dated 5/28/1999, due 6/1/1999 (at 1,375,000
amortized cost)
------------------------------
-----------------------------------
-----------------------------------
TOTAL INVESTMENTS (IDENTIFIED 13,504,5649,784,98363,289,547
COST $59,195,900)(4)
-----------------------------------------------------------------
</TABLE>
(1) Non-income producing security.
(2) Denotes a restricted security which is subject to restrictions on resale
under federal securities laws. These securities have been deemed liquid based
upon criteria approved by the Funds' Board of Directors. At May 31, 1999, these
securities amounted to $1,910,603 which represents 2.8% of net assets.
(3) The repurchase agreement is fully collateralized by U.S. government and/or
agency obligations based on market prices at the date of the portfolio. The
investment in the repurchase agreement is through participation in a joint
account with other Federated funds.
(4) The cost of investments for federal tax purposes amounts to $59,195,900.
The net unrealized appreciation of investments on a federal tax basis amounts to
$4,093,647 which is comprised of $8,900,549 appreciation and $4,806,902
depreciation at May 31, 1999.
Note: The categories of investments are shown as a percentage of net assets
($67,267,388) at May 31, 1999.
The following acronyms are used throughout these portfolios:
ADR - American Depositary Receipt
GDR - Global Depositary Receipt
<PAGE>
<TABLE>
<CAPTION>
FEDERATED LATIN AMERICAN GROWTH FUND
FEDERATED EMERGING MARKETS FUND
PRO FORMA COMBINING STATEMENTS OF ASSETS AND
LIABILITIES
MAY 31, 1999 (UNAUDITED)
- -----------------------------------------------------------------------------------------------
FEDERATED FEDERATED
LATIN EMERGING
AMERICAN MARKETS PRO FORMA PROFORMA
GROWTH FUND FUND ADJUSTMENT COMBINED
------------- ------------ -----------------------
<S> <C> <C> <C> <C>
ASSETS:
- --------------------------------------
Investments in securities, at value $
$13,504,564 49,784,983 - 63,289,547
- --------------------------------------
Cash
360,685 - - 360,685
- --------------------------------------
Cash denominated in foreign currencies
(identified cost $4,464, 1,911,050 and 4,388 1,908,584 - 1,912,972
1,915,514 respectively)
- -----------------------------------------
Income receivable
122,107 286,728 - 408,835
- --------------------------------------
Receivable for shares sold
40,455 90,210 - 130,665
- --------------------------------------
Receivable for Investments sold
185,552 3,605,726 - 3,791,278
- --------------------------------------
Prepaid expenses
56,203 - - 56,203
- --------------------------------------
Deferred organizational costs (a)
23,002 18,362 (23,002) 18,362
- -------------------------------------- ----------- ------------ --------- ----------
Total assets 69,968,547
14,296,956 55,694,593 (23,002)
- -------------------------------------- ----------- ------------ --------- ----------
LIABILITIES:
- --------------------------------------
Payable for investments purchased
- 2,230,612 - 2,230,612
- --------------------------------------
Payable for shares redeemed
61,866 128,963 - 190,829
- --------------------------------------
Cash Overdraft
- 3,916 - 3,916
- --------------------------------------
Income distribution payable
219 - - 219
- --------------------------------------
Payable for taxes withheld
7,939 182,201 - 190,140
- --------------------------------------
Payable for foreign currency exchange
contracts - 970 - 970
- -----------------------------------------
Accrued expenses
31,988 52,485 - 84,473
- -------------------------------------- ----------- ------------ --------- ----------
Total liabilities
102,012 2,599,147 - 2,701,159
- -------------------------------------- ----------- ------------ --------- ----------
NET ASSETS $ $67,267,388
$14,194,944 $53,095,446 (23,002)
- -------------------------------------- ----------- ------------ --------- ----------
NET ASSETS CONSISTS OF:
- --------------------------------------
Paid in capital $
$22,053,648 $67,683,416 (23,002) 89,714,062
- --------------------------------------
Net unrealized appreciation of 4,076,181
investments 1,530,046 2,546,135 -
Accumulated net realized loss on
investments (26,605,835)
(9,448,070) (17,157,765) -
- --------------------------------------
Accumulated undistributed net investment
income
59,320 23,660 - 82,980
----------- ------------ --------- ----------
Total Net Assets $ $
$14,194,944 $53,095,446 (23,002) 67,267,388
- -------------------------------------- ----------- ------------ --------- ----------
NET ASSETS:
Class A Shares $ $ $
9,246,549 $38,970,562 (14,983) 48,202,128
----------- ------------ --------- ----------
----------- ------------ --------- ----------
Class B Shares $ $
4,353,099 $11,795,126 (7,054) $16,141,171
----------- ------------ --------- ----------
----------- ------------ --------- ----------
Class C Shares $ $ $ $
595,296 2,329,758 (965) 2,924,089
- -------------------------------------- ----------- ------------ --------- ----------
SHARES OUTSTANDING:
Class A Shares (b)
959,852 3,664,508 (91,407) 4,532,953
Class B Shares (b)
456,893 1,136,235 (38,199) 1,554,929
Class C Shares (b)
62,191 224,187 (4,989) 281,389
----------- ------------ --------- ----------
----------- ------------ --------- ----------
Total Shares Outstanding
1,478,936 5,024,930 (134,595) 6,369,271
- -------------------------------------- ----------- ------------ --------- ----------
NET ASSET VALUE PER SHARE
Class A Shares $ $ 10.63 $ $
9.63 - 10.63
----------- ------------ --------- ----------
Class B Shares $ $ 10.38 $ $
9.53 - 10.38
----------- ------------ --------- ----------
Class C Shares $ $ 10.39 $ $
9.57 - 10.39
----------- ------------ --------- ----------
OFFERING PRICE PER SHARE
----------- ------------ --------- ----------
Class A Shares * $ $ 11.25 * $ $ *
10.19 - 11.25
----------- ------------ --------- ----------
Class B Shares $ $ 10.38 $ $
9.53 - 10.38
----------- ------------ --------- ----------
Class C Shares $ $ 10.39 $ $
9.57 - 10.39
----------- ------------ --------- ----------
REDEMPTION PROCEEDS PER SHARE
----------- ------------ --------- ----------
---------
Class A Shares $ $ 10.63 $ $
9.63 - 10.63
----------- ------------ --------- ----------
----------- ------------ ---------
Class B Shares ** $ $ 9.81 $ $
9.01 - 9.81
----------- ------------ --------- ----------
Class C Shares *** $ $ 10.29 $ $
--
9.47 - 10.29
-----
Investments, at identified cost $ $
$11,964,217 $47,231,683 - 59,195,900
- -------------------------------------- ----------- ------------ --------- ----------
Investments, at tax cost $ $
$11,964,217 $47,231,683 - 59,195,900
- -------------------------------------- ----------- ------------ --------- ----------
</TABLE>
* Computation of offering price per share 100/94.5 of net asset value.
** Computation of redemption price per share 94.5/100 of net asset value.
*** Computation of redemption price per share 99/100 of net asset value.
(a) Deferred organizational cost on Federated Latin American Growth Fund cannot
be carried forward into the combined fund.
(b) Adjustment to reflect share balance as a result of the combination.
(See Notes to Pro Forma Financial Statements)
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA COMBINING STATEMENTS OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1998
------------------------------------------------------
FEDERATED
LATIN FEDERATED
AMERICAN EMERGING PRO FORMA PRO FORMA
GROWTH MARKETS FUND ADJUSTMENT COMBINED
FUND
----------- ----------------------------------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends $ $ $ $ ***
638,166 * 1,704,070 ** - 2,342,236
Interest
37,987 54,311 - 92,298
----------- ------------ ---------- -----------
Total investment income
676,153 1,758,381 2,434,534
EXPENSES:
Investment advisory fee 234,964
758,455 - 993,419
Administrative personnel and (185,000)
services fee 185,000 185,000 (a) 185,000
Custodian fees (26,212)
51,212 263,434 (b) 288,434
Transfer and dividend disbursing
agent
fees and expenses 80,055 (26,889)
156,834 (c) 210,000
Directors' fees 1,167 (1,167)
1,403 (d) 1,403
Auditing fees 21,692 (21,692)
21,692 (e) 21,692
Legal fees 2,831 (2,831)
3,113 (f) 3,113
Portfolio accounting fees 82,580 (82,580)
83,662 (g) 83,662
Distribution services fee - Class B
Shares 50,647 119,917 - 170,564
Distribution services fee - Class C 8,442
Shares 22,321 - 30,763
Shareholder services fees - Class A
Shares 27,297 104,279 - 131,576
Shareholder services fees - Class B 16,883
Shares 39,972 - 56,855
Shareholder services fees - Class C
Shares 2,814 7,440 - 10,254
Share registration costs 29,992 (28,000)
30,328 (h) 32,320
Printing and postage (29,673)
29,673 47,750 (i) 47,750
Taxes
1,875 5,625 - 7,500
Insurance premiums 3,465 (3,465)
4,000 (j) 4,000
Miscellaneous 19,037 (19,037)
14,682 (k) 14,682
----------- ------------ ---------- -----------
TOTAL EXPENSES 849,626 (426,546)
1,869,907 2,292,987
----------- ------------ ---------- -----------
WAIVERS AND REIMBURSEMENTS:
Waiver of investment advisory fee (234,964) 323,893
(115,548) (l) (26,619)
Reimbursement of other operating 214,301
expenses (178,798) (35,503) (m) -
----------- ------------ ---------- -----------
TOTAL WAIVERS AND REIMBURSEMENTS 538,194
(413,762) (151,051) (26,619)
----------- ------------ ---------- -----------
----------- ------------ -------------------------
NET EXPENSES 111,648
435,864 1,718,856 2,266,368
----------- ------------ -------------------------
----------- ------------ -----------
NET INVESTMENT INCOME/(NET $ 240,289 $ 39,525 $ $
OPERATING LOSS) 426,546 706,360
----------- ------------ ---------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
Net realized loss on investments and (22,632,585)**** ****
foreign (7,074,994) - (29,707,579)
currency transactions
Net change in unrealized appreciation
(depreciation)
on investments
(672,967) 3,529,082 - 2,856,115
----------- ------------ ---------- -----------
Net realized and unrealized loss
on investments (7,747,961) (19,103,503) - (26,851,464)
----------- ------------ ---------- -----------
----------
Change in net assets $ $(19,063,978) $(26,571,650)
resulting from operations (7,507,672) -
----------- ------------ ---------- -----------
</TABLE>
* Net of foreign taxes withheld
$40,263.
** Net of foreign taxes withheld
$110,743.
*** Net of foreign taxes withheld
$151,006.
**** Net of foreign taxes withheld
$369,196.
(See Legend to Pro Forma Adjustments on the
following page)
(See Notes to Pro Forma Financial
Statements)
<PAGE>
<TABLE>
<CAPTION>
FEDERATED LATIN AMERICAN GROWTH FUND
FEDERATED EMERGING MARKETS FUND
PRO FORMA COMBINING STATEMENTS OF OPERATIONS
PERIOD ENDED MAY 31, 1999 (UNAUDITED)
------------------------------------------------
FEDERATED FEDERATED
LATIN EMERGING
AMERICAN MARKETS PRO FORMA PRO FORMA
GROWTH FUND FUND ADJUSTMENT COMBINED
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
---------------------------------------------------
Dividends $ $ $ ***
232,295 * $664,357 ** - 896,652
Interest
9,116 9,678 - 18,794
----------- ---------- --------- ----------
Total investment income
241,411 674,035 915,446
EXPENSES:
Investment advisory fee
67,613 290,897 - 358,510
Administrative personnel and services 92,247
fee 92,247 (92,247) (a) 92,247
Custodian fees
19,043 133,095 (12,500) (b) 139,638
Transfer and dividend disbursing agent
-
fees and expenses
34,623 93,783 (11,629) (c) 116,777
Directors' fees
738 1,201 (738) (d) 1,201
Auditing fees
11,059 11,210 (11,059) (e) 11,210
Legal fees 1,714
1,371 (1,371) (f) 1,714
Portfolio accounting fees
39,962 36,976 (39,962) (g) 36,976
Distribution services fee - Class B 54,433
Shares 14,564 39,869 -
Distribution services fee - Class C 9,528
Shares 2,134 7,394 -
Shareholder services fees - Class A
Shares 7,957 42,424 - 50,381
Shareholder services fees - Class B 18,145
Shares 4,855 13,290 -
Shareholder services fees - Class C 711 3,176
Shares 2,465 -
Share registration costs 14,133
14,453 (13,133) (h) 15,453
Printing and postage 15,299
23,079 (15,299) (i) 23,079
Taxes 637
2,368 - 3,005
Insurance premiums
1,184 1,213 (1,184) (j) 1,213
Miscellaneous 9,976
6,452 (9,976) (k) 6,452
----------- ---------- --------- ----------
----------- ---------- --------- ----------
TOTAL EXPENSES 338,106
814,130 (209,098) 943,138
----------- ---------- --------- ----------
WAIVERS AND REIMBURSEMENTS:
Waiver of investment advisory fee
(67,613) (167,761) 94,526 (l)(140,848)
Reimbursement of other operating (m)
expenses (145,375) - 145,375 -
----------- ---------- --------- ----------
Total waivers and reimbursements
(212,988) (167,761) 239,901 (140,848)
Net expenses
125,118 646,369 30,803 802,290
----------- ---------- --------- ----------
----------
NET INVESTMENT INCOME/(NET $ $ 27,666 $ $
OPERATING LOSS) 116,293 209,098 353,057
----------- ---------- --------- ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS:
AND FOREIGN CURRENCY TRANSACTIONS:
Net realized gain (loss) on investments **** ****
and foreign currency transactions (1,120,961) 8,244,219 - 7,123,258
Net change in unrealized appreciation (depreciation) of
investments and
translation of assets and liabilities
in foreign currency 1,527,394 2,517,431 - 4,044,825
----------- ---------- --------- ----------
Net realized and unrealized gain
(loss) on investments 406,433 10,761,650 - 11,168,083
----------- ---------- --------- ----------
---------
Change in net assets resulting $ 522,726 $10,789,316 $11,312,042
from operations -
----------- ---------- --------- ----------
</TABLE>
* Net of foreign taxes withheld
$28,428.
** Net of foreign taxes withheld
$53,071.
*** Net of foreign taxes withheld
$81,499.
**** Net of foreign taxes withheld
$286,222.
(See Legend to Pro Forma Adjustments on the following
page)
(See Notes to Pro Forma Financial
Statements)
<PAGE>
FEDERATED EMERGING MARKETS FUND
NOTES TO PRO FORMA COMBINING STATEMENTS OF OPERATIONS
PERIOD ENDED MAY 31, 1999
(a) The administrative fee is based on the minimum of $125,000 per fund,
plus an $30,000 per additional class.
(b) The custodian fee is based on a percentage of assets, plus
out-of-pocket expenses.
(c) Federated Services Company ("FServ") through its subsidiary, Federated
Shareholder Services Company, serves as transfer and dividend disbursing agent
for the Funds. The fee paid to FServ is based on the size, type, and number of
accounts and transactions made by shareholders. [FServ is required to maintain
the records of the Federated Latin American Growth Fund for a period of one year
after the reorganization. The reduction is due to the combining of two
portfolios into one.]
(d) Adjustment to reflect the Directors' fee reductions due to the
combining of two portfolios into one.
(e) Adjustment to reflect the audit fee reductions due to the combining of
two portfolios into one.
(f) Adjustment to reflect the legal fee reductions due to the combining of
two portfolios into one.
(g) FServ provides the Funds with certain fund accounting services. The fee paid
to FServ is based on the level of average net assets of the Fund plus
out-of-pocket expenses for the period. After the reorganization, the fee for
Federated Emerging Markets Fund will continue to be based on the minimum.
(h) Adjustment to reflect state registration costs for only the one combined
fund.
(i) Printing and postage expenses are adjusted to reflect estimated savings to
be realized by combining two portfolios into a single portfolio.
(j) Adjustment to reflect the insurance reductions due to the combining of two
portfolios into one.
(k) Adjustment to reflect the miscellaneous expense reductions due to the
combining of two portfolios into one.
(l) Adjustment to reflect decrease in advisory fee waiver due to increased
assets and reduced operating expenses as listed above.
(m) Adjustment to reflect decrease in reimbursement due to increased assets and
reduced operating expenses as listed above.
<PAGE>
FEDERATED EMERGING MARKETS FUND
NOTES TO PRO FORMA COMBINING STATEMENTS OF OPERATIONS
YEAR ENDED NOVEMBER 30, 1998
(a) The administrative fee is based on the minimum of $125,000 per fund,
plus an $30,000 per additional class.
(b) The custodian fee is based on a percentage of assets, plus
out-of-pocket expenses.
(c) Federated Services Company ("FServ") through its subsidiary, Federated
Shareholder Services Company, serves as transfer and dividend disbursing
agent for the Funds. The fee paid to FServ is based on the size, type, and
number of accounts and transactions made by shareholders. FServ is required
to maintain the records of the Federated Latin American Growth Fund for a
period of one year after the reorganization date. The reduction is due to
the combining of two portfolios into one.
(d) Adjustment to reflect the Directors' fee reductions due to the combining of
two portfolios into one.
(e) Adjustment to reflect the audit fee reductions due to the combining of two
portfolios into one.
(f) Adjustment to reflect the legal fee reductions due to the combining of two
portfolios into one.
(g) FServ provides the Funds with certain fund accounting services. The fee paid
to FServ is based on the level of average net assets of the fund plus
out-of-pocket expenses for the period. After the reorganization, the fee for
Federated Emerging Markets Fund will continue to be based on the minimum.
(h) Adjustment to reflect state registration costs for only the one combined
fund.
(i) Printing and postage expenses are adjusted to reflect estimated savings to
be realized by combining two portfolios into a single portfolio.
(j) Adjustment to reflect the insurance reductions due to the combining of two
portfolios into one.
(k) Adjustment to reflect the miscellaneous expense reductions due to the
combining of two portfolios into one.
(l) Adjustment to reflect decrease in advisory fee waiver due to increased
assets and reduced operating expenses as listed above.
(m) Adjustment to reflect decrease in reimbursement due to increased assets and
reduced operating expenses as listed above.
<PAGE>
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to Directors and officers of the
Registrant pursuant to the Registrant's Articles of Incorporation and Bylaws,
except where such indemnification is not permitted by law. However, the Articles
of Incorporation and Bylaws do not protect the Directors 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.
Directors 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 Directors, officers, and controlling persons of the Registrant
by the Registrant pursuant to the Articles of Incorporation 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 Directors, officers, or controlling
persons of the Registrant in connection with the successful defense of any act,
suit, or proceeding) is asserted by such Directors, 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 Directors, officers, or
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 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, 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.
<PAGE>
Item 16. Exhibits
1.1 Conformed copy of Articles of Incorporation of the Registrant (1)
1.2 Conformed copy of Articles Supplementary (5)
1.3 Conformed copy of Articles Supplementary (15)
1.4 Conformed copy of Articles Supplementary (15)
1.5 Conformed copy of Articles of Amendment (16)
2.1 Copy of Bylaws of the Registrant (1)
2.2 Copy of Amendment #1 to the By-Laws of the Registrant (15)
2.3 Copy of Amendment #2 to the By-Laws of the Registrant (15)
2.4 Copy of Amendment #3 to the By-Laws of the Registrant (15)
3. Not Applicable
4. Agreement and Plan of Reorganization is included as Appendix A to the
Combined Proxy Statement and Prospectus of this Registration Statement *
5. Copies of Specimen Certificates for Shares of Capital Stock of Federated
World Utility Fund, Federated Asia Pacific Growth Fund, Federated Emerging
Markets Fund, Federated European Growth Fund, Federated International Small
Company Fund, and Federated Latin American Growth Fund (7)
6.1 Conformed copy of Investment Advisory Contract of the Registrant through
and including Exhibit F thereto (5)
6.2 Conformed copy of Assignment of Investment Advisory Contract (3)
6.3 Conformed copy of Exhibit G to Investment Advisory Contract of the
Registrant (8)
6.4 Conformed copy of Exhibit H to Investment Advisory Contract of the
Registrant (10)
6.5 Conformed copy of Exhibit I to Investment Advisory Contract of the
Registrant (13)
6.6 Conformed copy of Exhibit J to Investment Advisory Contract of the
Registrant (14)
6.7 Conformed copy of Sub-Advisory Agreement of the Registrant (14)
6.8 Conformed copy of Sub-Adviser Resignation Letter (15)
7.1 Conformed copy of Distributor's Contract of the Registrant through and
including Exhibit S thereto (5)
7.2 Conformed copy of Exhibits T, U, and V to the Distributor's Contract of the
Registrant (8)
7.3 Conformed copy of Exhibits W, X, and Y to the Distributor's Contract of the
Registrant (9)
7.4 Conformed copy of Exhibit Z and Exhibit AA to the Distributor's Contract of
the Registrant (13)
7.5 Conformed copy of Exhibit BB and Exhibit CC to Distributor's Contract of
the Registrant; (14)
7.6 Conformed copy of Distributor's Contract of the Registrant (Class B Shares)
(14)
7.7 Copy of Schedule A to Distributor's Contract (Class B Shares) (16)
7.8 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 23(e) 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
<PAGE>
9.1 Conformed copy of Custodian Agreement of the Registrant (3)
9.2 Conformed copy of Custodian Fee Schedule (10)
9.3 Addendum to Custodian Fee Schedule (10)
9.4 Conformed copy of Domestic Custodian Fee Schedule (11)
9.5 Conformed copy of Global Custodian Fee Schedule (11)
9.6 Addendum to Global Custodian Fee Schedule (11)
10.1 Conformed copy of the Distribution Plan of the Registrant through and
including Exhibit R thereto (5)
10.2 Conformed copy of Exhibits S, T, and U to the Rule 12b-1
10.3 Distribution Plan of the Registrant (8)
10.4 Conformed copy of Exhibits V, W, and X to the Rule 12b-1 Distribution Plan
of the Registrant (9)
10.5 Conformed copy of Exhibit Y and Exhibit Z to the 12b-1 Distribution Plan of
the Registrant (13)
10.6 Conformed copy of Exhibit AA and Exhibit BB to the 12b-1 Distribution Plan
of the Registrant (14)
10.7 Copy of Schedule A to the Distribution Plan (Class B Shares) of the
Registrant (16)
11. Form of Opinion and Consent of Counsel regarding legality of shares being
issued *
12. Opinion regarding tax consequences of Reorganization (Definitive copy to be
filed by Amendment)
13.1 Conformed copy of Amended and Restated Shareholder Services Agreement (14)
13.2 Conformed copy of Amended and Restated Agreement for Fund Accounting
Services, Transfer Agency Services, and Custody Services Procurement (14)
13.3 Conformed copy of Principal Shareholder Servicer's Agreement (Class B
Shares) (14)
13.4 Conformed copy of Shareholder Services Agreement (Class B Shares) (14)
13.5 The responses described in Item 23(e)(vii) are hereby incorporated by
reference.
13.6 Copy of Schedule A to Shareholder Services Agreement (Class B Shares) (16)
13.7 Copy of Schedule A to Principal Servicer's Agreement (Class B Shares) (16)
13.8 Copy of Amended and Restated Shareholder Services Agreement Exhibit (16)
13.9 The Registrant hereby incorporates by reference the conformed copy of the
Shareholder Services Sub-Contract between Fidelity and Federated
Shareholder Services from Item 23(h)(iii) of the Federated GNMA Trust
Registration Statement on Form N-1A, filed with the Commission on March 25,
1996 (File Nos. 2-75670 and 811-3375)
14. Conformed copy of Consent of Independent Auditors of World Investment
Series, Inc., Ernst & Young LLP*
15. Not Applicable
16. Conformed copy of Power of Attorney (14) 16.1 Conformed copy of Limited
Power of Attorney (16)
16.2 Conformed copy of Power of Attorney of Chief Investment Officer of the
Registrant (15)
16.3 Conformed copy of Power of Attorney of Treasurer of the Registrant (15)
16.4 Conformed copy of Power of Attorney of a Director of the Registrant (15)
17.1 Form of Proxy of Federated Latin American Growth Fund*
<PAGE>
* Filed electronically.
1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed February 4, 1994. (File Nos. 33-52149 and
811-7141)
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed July 25, 1994. (File Nos. 33-52149 and
811-7141)
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed January 26, 1996. (File Nos. 33-52149
and 811-7141)
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed July 31, 1996. (File Nos. 33-52149 and
811-7141)
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed January 30, 1997. (File Nos. 33-52149
and 811-7141)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed May 21, 1997. (File Nos. 33-52149 and
811-7141)
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed November 26, 1997. (File Nos. 33-52149
and 811-7141)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed December 23, 1997. (File Nos. 33-52149
and 811-7141)
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed January 28, 1998. (File Nos. 33-52149
and 811-7141)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed June 10, 1998. (File Nos. 33-52149 and
811-7141)
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed February 1, 1999. (File Nos. 33-52149
and 811-7141)
16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 18 on Form N-1A filed March 31, 1999. (File Nos. 33-52149 and
811-7141)
<PAGE>
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.
(3) The undersigned Registrant agrees to file by Post-Effective
Amendment the opinion of counsel regarding the tax consequences of the proposed
reorganization required by Item 16(12) of Form N-14 within a reasonable time
after receipt of such opinion.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Registration
Statement has been signed on behalf of the Registrant, in the City of
Pittsburgh, and Commonwealth of Pennsylvania on November 22, 1999.
WORLD INVESTMENT SERIES, INC.
(Registrant)
By: *
Richard B. Fisher
President
SIGNATURES
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dated indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
* Chairman and Director November 22, 1999
- -------------------------------
John F. Donahue
(Chief Executive Officer)
* President and Director November 22, 1999
Richard B. Fisher
* Executive Vice President November 22, 1999
- -------------------------------
and Secretary
John W. McGonigle
* Treasurer (Principal November 22, 1999
- ------------------------------
Financial and Accounting Officer)
Richard J. Thomas
* Director November 22, 1999
- -------------------------------
Thomas G. Bigley
* Director November 22, 1999
Nicholas P. Constantakis
________* Director November 22, 1999
- ------------------------
John T. Conroy, Jr.
* Director November 22, 1999
- -------------------------------
William J. Copeland
* Director November 22, 1999
- -------------------------------
Lawrence D. Ellis, M.D.
* Director November 22, 1999
- -------------------------------
Edward L. Flaherty, Jr.
* Director November 22, 1999
Charles F. Mansfield, Jr.
* Director November 22, 1999
- -------------------------------
Peter E. Madden
* Director November 22, 1999
John E. Murray, Jr., J.D., S.J.D.
* Director November 22, 1999
- --------------------------------
Wesley W. Posvar
* Director November 22, 1999
- -------------------------------
Marjorie P. Smuts
* By: /S/ KAREN BROWNLEE Attorney in Fact November 22, 1999
------------------
Assistant Secretary
</TABLE>
* Such signature has been affixed pursuant to a Power of Attorney.
<PAGE>
Exhibit 17.1
FEDERATED LATIN AMERICAN GROWTH FUND
a Portfolio of
WORLD INVESTMENT SERIES, INC.
SPECIAL MEETING OF SHAREHOLDERS
February 11, 2000
- ------------------------------------------------------------
FEDERATED LATIN AMERICAN GROWTH FUND
a Portfolio of
WORLD INVESTMENT SERIES, INC.
CUSIP NO. 981487796
CUSIP NO. 981487788
CUSIP NO. 981487770
The undersigned shareholder(s) of Federated Latin American Growth Fund, a
portfolio of World Investment Series, Inc., hereby appoint(s) Heather M. Aland,
Ann M. Scanlon, James O. Perry and William Haas, or any of them true and lawful
proxies, with power of substitution of each, to vote all shares of Federated
Latin American Growth Fund which the undersigned is entitled to vote, at the
Special Meeting of Shareholders to be held on February 11, 2000, at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (local time)
and at any adjournment thereof.
Discretionary authority is hereby conferred as to all other matters as may
properly come before the Special Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The proxies named
will vote the shares represented by this proxy in accordance with the choice
made on this ballot. IF NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED
AFFIRMATIVELY ON THAT MATTER.
PROPOSAL
TO APPROVE OR DISAPPROVE A PROPOSED AGREEMENT PURSUANT TO WHICH FEDERATED
EMERGING MARKETS FUND, A PORTFOLIO OF WORLD INVESTMENT SERIES, INC., WOULD
ACQUIRE ALL OF THE ASSETS OF FEDERATED LATIN AMERICAN GROWTH FUND IN
EXCHANGE FOR CLASS A, B AND C SHARES OF FEDERATED EMERGING MARKETS FUND.
FEDERATED LATIN AMERICAN GROWTH FUND WOULD THEN DISTRIBUTE THE SHARES OF
FEDERATED EMERGING MARKETS FUND SO RECEIVED, PRO RATA, TO HOLDERS OF ITS
CLASS A, B AND C SHARES IN COMPLETE LIQUIDATION AND TERMINATION OF FEDERATED
LATIN AMERICAN GROWTH FUND.
<PAGE>
PLEASE RETURN BOTTOM PORTION WITH YOUR VOTE IN THE ENCLOSED ENVELOPE AND RETAIN
THE TOP PORTION.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS X
KEEP THIS PORTION FOR YOUR RECORDS.
- --------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY.
FEDERATED LATIN AMERICAN GROWTH FUND a portfolio of World Investment Series,
Inc.
RECORD DATE SHARES: _________________
VOTE ON THE PROPOSAL
FOR AGAINST ABSTAIN
------- ---------- ----------
Please sign EXACTLY as your name(s) appear(s) above. When signing as attorney,
executor, administrator, guardian, Director, custodian, etc., please give your
full title as such. If a corporation or partnership, please sign the full name
by an authorized officer or partner. If stock is owned jointly, all owners
should sign.
- -----------------------------------
- -----------------------------------
Signature(s) of Shareholder(s)
Date: _____________________________
Exhibit 11
FORM OF LEGALITY OF SHARES OPINION
WORLD INVESTMENT SERIES, INC.
5800 CORPORATE DRIVE
PITTSBURGH, PA 15237-7000
(412) 288-1900
November ___, 1999
The Directors of
World Investment Series, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237-7000
Ladies and Gentlemen:
Federated Emerging Markets Fund, a portfolio of World Investment Series,
Inc., a Maryland corporation (the "Corporation"), proposes to acquire all of the
assets of Federated Latin American Growth Fund, a portfolio of World Investment
Series, Inc., in exchange for Class A, B and C Shares of Federated Emerging
Markets Fund ("Shares"), pursuant to the Agreement and Plan of Reorganization
dated November 16, 1999 ("Agreement"), included as an exhibit to the
registration statement of the Corporation filed on Form N-14 (Securities Act of
1933 No. to be assigned) under the Securities Act of 1933, as amended ("N-14
Registration").
As counsel I have reviewed the appropriate documents relating to the
organization of the Corporation, its registration under the Investment Company
Act of 1940, the registration of its securities on Form N-1A under the
Securities Act of 1933 and participated in the drafting of the N-14
Registration. Specifically, I have examined and am familiar with the written
Articles of Incorporation of the Corporation dated January 26, 1994, as amended
(the "Articles of Incorporation"), the Bylaws of the Corporation, and such other
documents and records deemed relevant for the purpose of rendering this opinion.
I have also reviewed questions of law and consulted with counsel thereon as
deemed necessary or appropriate by me for the purposes of this opinion.
Based upon the foregoing, it is my opinion that:
1. The Corporation is duly organized and validly existing pursuant to
the Articles of Incorporation.
2. The Shares which are currently being registered by the N-14
Registration may be legally and validly issued in accordance with the Agreement
and the Articles of Incorporation upon receipt of consideration sufficient to
comply with the provisions of the Articles of Incorporation and subject to
compliance with the Investment Company Act of 1940, as amended, and applicable
state laws regulating the sale of securities. Such Shares, when so issued, will
be fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the N-14
Registration referred to above and to any application or registration statement
filed under the securities laws of any of the States of the United States.
Very truly yours,
James O. Perry
Assistant Secretary
World Investment Series, Inc.
Exhibit 14
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the references to our firm under the captions "Financial
Highlights" in the Prospectuses dated March 31, 1999 (revised July 31, 1999) and
"Independent Auditors" in the Statements of Additional Information dated March
31, 1999 of the Federated Emerging Markets Fund and Federated Latin American
Growth Fund (two portfolios of World Investment Series, Inc.) and to the
incorporation by reference of our reports dated January 20, 1999 with respect to
financial statements and financial highlights of the Federated Emerging Markets
Fund and Federated Latin American Growth Fund included in the November 30, 1998
Annual Report to Shareholders in the Statements of Additional Information, which
Prospectuses and Statements of Additional Information are incorporated by
reference in the Prospectus/Proxy Statement and the Statement of Additional
Information included in this Registration Statement on Form N-14 (File No.
33-52149) of World Investment Series, Inc.
/S/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Boston, Massachusetts
November 22, 1999
