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 Federated Emerging Markets Fund and 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. The Adviser has already informed the Board of
Directors that it is no longer prepared to continue waiving certain fees
associated with the management of Federated Latin American Growth Fund at the
level that it has historically done so.
<PAGE>
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 of equal value in Federated Emerging Markets Fund.
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.
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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>
2
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>
<CAPTION>
<S> <C>
i
TABLE OF CONTENTS
Page No.
SUMMARY OF EXPENSES......................................................................... 1
SUMMARY..................................................................................... 7
About the Proposed Reorganization........................................................ 7
Investment Objectives, Policies and Limitations.......................................... 7
Distribution Arrangements................................................................ 9
Dividends and Distributions..............................................................10
Advisory and Other Fees..................................................................10
Purchase and Redemption Procedures.......................................................11
Exchange Privileges......................................................................11
Tax Consequences.........................................................................12
RISK FACTORS................................................................................12
INFORMATION ABOUT THE REORGANIZATION........................................................13
Background and Reasons for the Proposed Reorganization...................................13
Description of the Agreement and Plan of Reorganization..................................14
Description of Shares of Federated Emerging Markets Fund.................................15
Federal Income Tax Consequences..........................................................15
Comparative Information on Shareholder Rights and Obligations............................16
Capitalization...........................................................................17
INFORMATION ABOUT WORLD INVESTMENT SERIES, INC., LATIN AMERICAN
GROWTH AND EMERGING MARKETS...............................................................17
VOTING INFORMATION..........................................................................18
Outstanding Shares and Voting Requirements...............................................18
Dissenter's Right of Appraisal...........................................................20
OTHER MATTERS AND DISCRETION OF PERSONS NAMED IN THE PROXY..................................20
AGREEMENT AND PLAN OF REORGANIZATION - EXHIBIT A............................................A-1
</TABLE>
<PAGE>
SUMMARY OF EXPENSES
This table describes both the projected fees and expenses that you may pay if
you buy and hold shares of the Funds' Class A shares and the projected fees and
expenses of the combined Federated Emerging Markets Fund assuming the
reorganization is completed by November 30, 2000.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Emerging
Latin Emerging Markets
Shareholder Fees American Markets Pro Forma
Fees Paid Directly From Your Investment Growth Fund Fund
Combined
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 purchaseprice 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 Fee2........................................................1.25% 1.25% 1.25%
Distribution (12b-1) Fee3..............................................0.25% 0.25% 0.25%
Shareholder Services Fee ..............................................0.25% 0.25% 0.25%
Other Expenses4........................................................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.
<PAGE>
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
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1 Year...
Expenses assuming
redemption .........$1,194...........$857..... $846
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Expenses assuming
no redemption .........$1,194...........$857..... $846
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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
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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 both the projected fees and expenses that you may pay if
you buy and hold shares of the Funds' Class B shares and the projected fees and
expenses of the combined Federated Emerging Markets Fund assuming the
reorganization is completed by November 30, 2000.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
......... ................................... Emerging
Latin Emerging Markets
Shareholder Fees ..........................
American Markets Pro Forma
Fees Paid Directly From Your Investment.............. Growth Fund Fund Combined
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 Fee2........................................................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 Expenses3........................................................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.
<PAGE>
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 both the projected fees and expenses that you may pay if
you buy and hold shares of the Funds' Class C shares and the projected fees and
expenses of the combined Federated Emerging Markets Fund assuming the
reorganization is completed by November 30, 2000.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
......... ................................... Emerging
........................... Latin
Emerging Markets
Shareholder Fees .......................... American Markets Pro Forma
Fees Paid Directly From Your Investment.............. Growth Fund Fund Combined
----------- ---- --------
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 Fee2........................................................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 Expenses3........................................................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.
<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. 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 in this Prospectus/Proxy Statement 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 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 Reorganization is
completed, Latin American Growth will be dissolved.
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. In selecting investments for the Fund, Fed Global uses the value style
of investing by looking for issuers based on their relative position within an
industry, their current financial condition including liquidity and historical
and projected financial performance. Emerging markets are defined in its
prospectus as those which have gross domestic product per capita lower than
$10,000 per year including, but not limited to Argentina, Bolivia, Botswana,
Brazil, Chile, China, Colombia, Cyprus, Czech Republic, Ecuador, Egypt, Ghana,
Greece, Hong Kong, Hungary, India, Indonesia, Jamaica, Jordan, Kenya, Korea,
Malaysia, Mauritius, Mexico, Morocco, Nigeria, Oman, Pakistan, Peru,
Philippines, Poland, Portugal, Russia, Singapore, Slovakia, South Africa, Sri
Lanka, Swaziland, Taiwan, Thailand, Tunisia, Turkey, Uruguay, Venezuela, and
Zimbabwe. Emerging Markets will focus on countries which Fed Global believes to
have strongly developing economies and markets and may invest in countries other
than those defined above, if, in the opinion of Fed Global, they are considered
to be emerging markets. While Fed Global considers the above-mentioned countries
eligible for investment, the Fund will not be invested in all such markets at
all times. Furthermore, the Emerging Markets may not pursue investment in such
countries due to lack of adequate custody of the Fund's assets, overly
burdensome restrictions on repatriation, lack of an organized and liquid market,
or unacceptable political or other risks.
Emerging Markets may 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. In selecting investments for the Fund, Fed Global looks for
companies which are positioned for rapid growth in revenues or earnings and
assets. Under normal market conditions, Latin American Growth will invest at
least 65% of its total assets in equity securities of Latin American companies.
Latin America is defined as Mexico, Central America, South America, and the
Spanish-speaking islands of the Caribbean. Although the Latin American Growth
may invest in securities of issuers located in any country in Latin America, the
Fund expects to focus its investments in the most developed capital markets of
Latin America, which currently include: Argentina, Bolivia, Brazil, Chile,
Colombia, Mexico, Peru, and Venezuela. The Fund may invest in other countries of
Latin America when their markets become sufficiently developed, in the opinion
of Fed Global. The Fund intends to allocate its investments among at least three
countries at all times and does not expect to concentrate investments in any
particular industry.
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.
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.
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 mortgaging, pledging, or hypothecating any of their assets, provided
that this shall not apply to the transfer of securities in connection
with any permissible borrowing or to collateral arrangements in
connection with permissible activities;
o lending, provided that this restriction does not prevent the Funds from
purchasing debt obligations, entering into repurchase agreements,
lending their assets to broker/dealers or institutional investors and
investing in loans, including assignments and participation interests;
or investing more than 15% of their respective net 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).
<PAGE>
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:
Average Aggregate Daily Net Assets of the
Maximum Administrative Fee 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 projected annual operating expenses for Latin American Growth
Class A shares for the fiscal year ending November 30, 2000, would be 2.75% of
average daily net assets. Absent voluntary waivers of management fees and 12b-1
fees, total projected annual operating expenses would be 6.88%. The total
projected annual operating expenses for Emerging Markets Class A shares for the
fiscal year ending November 30, 2000, would be 2.73% of average daily net
assets. Absent voluntary waivers of management fees and 12b-1 fees, total
projected annual operating expenses would be 3.22% as of the same date.
The total projected annual operating expenses for Latin American Growth
Class B shares for the fiscal year ending November 30, 2000 would be 3.50% of
average daily net assets. Absent voluntary waivers of management fees and 12b-1
fees, total projected annual operating expenses would be 7.38%. The total
projected annual operating expenses for Emerging Markets Class B shares for the
fiscal year ending November 30, 2000, would be 3.48% of average daily net
assets. Absent voluntary waivers of management fees and 12b-1 fees, total
projected annual operating expenses would be 3.72% as of the same date.
The total annual projected operating expenses for Latin American Growth
Class C shares for the fiscal year ending November 30, 2000 would be 3.50% of
average daily net assets. Absent voluntary waivers of management fees and 12b-1
fees, total projected annual operating expenses would be 7.38%. The total
projected annual operating expenses for Emerging Markets Class C shares for the
fiscal year ending November 30, 2000, would be 3.48% of average daily net
assets. Absent voluntary waivers of management fees and 12b-1 fees, total
projected annual operating expenses would 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 their shares for shares of the same class of certain other Federated
Funds at net asset value. Shareholders must (i) exchange shares having a net
asset value equal to the minimum investment requirements of the fund into which
the exchange is being made; (ii) ensure that the account registrations are
identical; and (iii) 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 and Latin American Growth are subject to
certain of the same risks that are set forth in their Prospectuses dated March
31, 1999 (revised July 31, 1999) and Statements of Additional Information dated
March 31, 1999, which are incorporated herein by reference thereto. Briefly,
these risks include, but are not limited to:
o The exchange rates for currencies fluctuate daily. The combination of
currency risk and market risk tends to make securities traded in foreign
markets more volatile than securities traded exclusively in the U.S. Fed
Global attempts to manage currency risk by limiting the amount the Funds
invests in securities denominated in a particular currency. However,
diversification will not protect each Fund against a general increase in
the value of the U.S. dollar relative to other currencies;
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 The value of equity securities in the Funds' portfolios will rise and fall
and these fluctuations could be a sustained trend or a drastic movement.
The Funds' portfolios will reflect changes in prices of individual
portfolio stocks or general changes in stock valuations. Consequently,
share price may decline. Fed Global attempts to manage market risk by
limiting the amount of investment in each company's equity securities.
However, diversification will not protect against widespread or prolonged
declines in the stock market;
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.
The additional risks specifically associated with investing in Latin American
Growth are:
o Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks which means that the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development than value stocks
which are typically less volatile than growth stocks. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks.
This means they depend more on price changes for returns and may be more
adversely affected in a down market compared to value stocks that pay
higher dividends;
o The currencies of Latin American countries have experienced steady
devaluation relative to the U.S. dollar, and major adjustments have been
made in certain of these currencies periodically; and
o The governments of many Latin American countries have exercised and
continue to exercise substantial influence over many aspects of the private
sector. Accordingly, government actions in the future could have a
significant effect on economic conditions in Latin American countries,
which could affect private sector companies and the Fund, as well as the
value of securities in the Fund's portfolio.
These additional risks may be mitigated by exposure to other emerging markets
outside of Latin America.
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 Fund
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.
<PAGE>
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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Latin
American Emerging Pro Forma
Growth Markets Combined*
Net Assets............................... $12,741,066 $73,209,957 $85,951,023
Shares Outstanding............... 1,093,967 5,234,050 6,157,935
Net Asset Value Per Share.......................
Class A shares $11.58 $13.96 $13.96
Class B shares $11.40 $13.57 $13.57
Class C shares $11.45 $13.59 $13.59
Offering Price Per Share.......................
Class A shares $12.25 $14.77 $14.77
Class B shares $11.40 $13.57 $13.57
Class C shares $11.45 $13.59 $13.59
</TABLE>
* Adjusted to reflect share balance as a result of the combination based on
exchange ratio (the net assets of Latin American Growth divided by the net
asset value of Emerging Markets).
INFORMATION ABOUT WORLD INVESTMENT SERIES, INC.,
LATIN AMERICAN GROWTH AND EMERGING MARKETS
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 1,093,968 shares of Latin American Growth
outstanding and 5,234,050 shares of Emerging Markets outstanding. Each share of
Latin American Growth and Emerging Markets 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 and Emerging Markets.
On the record date, the following shareholders owned of record, or beneficially
owned, 5% or more of Latin American Growth's outstanding shares:
Federated International Growth Fund, Pittsburgh, PA, owned approximately 213,836
Class A shares 34.72%; and Edward Jones & Co., Maryland Heights, MO, owned
approximately 141,286 Class A shares 22.94%.
Edward Jones & Co., Maryland Heights, MO, owned approximately 60,553 Class B
shares 14.53%; and MLPF&S, for the sole benefit of its customers, Jacksonville,
FL, owned approximately 29,545 Class B shares 7.09%.
MLPF&S, for the sole benefit of its customers, Jacksonville, FL, owned
approximately 5,093 Class C shares 8.33%; Edward Jones & Co., Maryland Heights,
MO, owned approximately 4,878 Class C shares 7.98%; and Legg Mason Wood Walker
Inc., Baltimore, MD, owned approximately 3,348 Class C shares 5.48%.
On the record date, the following shareholders owned of record, or beneficially
owned, 5% or more of Emerging Market's outstanding shares:
Charles Schwab & Co. Inc., San Francisco, CA, owned approximately 543,520 Class
A shares 13.51%; Federated International Growth Fund, Pittsburgh, PA, owned
approximately 489,758 Class A shares 12.18%; Enbanco, Empire National Bank,
Traverse City, MI, owned approximately 483,959 Class A shares 12.03%; Frojack
Co., First National Bank North Dakota, Grand Forks, ND, owned approximately
470,144 Class A shares 11.69%; The Provident Bank, Cincinnati, OH, owned
approximately 260,595 Class A shares 6.48%; and Edward Jones & Co., Maryland
Heights, MO, owned approximately 225,908 Class A shares 5.62%.
MLPF&S, for the sole benefit of its customers, Jacksonville, FL, owned
approximately 113,896 Class B shares 10.92%; and Edward Jones & Co., Maryland
Heights, MO, owned approximately 81,338 Class B shares 7.80%.
Edward Jones & Co., Maryland Heights, MO, owned approximately 27,043 Class C
shares 15.95%; MLPF&S, for the sole benefit of its customers, Jacksonville, FL,
owned approximately 21,264 Class C shares 12.54%; and American National Bank,
Wichita Falls, TX, owned approximately 8,741 Class C shares 5.15%.
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.
<PAGE>
(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.
<PAGE>
(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.
<PAGE>
(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
25008 (12/99)
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>
<S> <C> <C> <C> <C> <C> <C>
Federated Federated Federated Federated
Latin Emerging Latin Emerging
American Markets Pro Forma American Markets Pro Forma
Growth Fund Fund Combined Growth Fund Combined
Fund
- --------------------------------------------------------------------------------------------------------------------
Common Stocks--94.1%
Aerospace & Military Technology--0.5%
12,600 - 12,600 Linea Aerea Nacional Chile SA, ADR $ 99,225 $ - $ 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., - 181,074 181,074
Class H
-------------------------------------------
- 16,000 16,000 L.G. Electronics, Inc. - 304,929 304,929
-------------------------------------------
- 2 2 (1) (2)Samsung Electronics Co., GDR - 75 75
-------------------------------------------
- 200 200 Samsung Electronics Co., Rights - 2,125 2,125
-------------------------------------------
- 2,636,300 2,636,300 Vestel Elektronik Sanayi ve Ticaret AS - 300,986 300,986
------------------------------------
-------------------------------------------------------------------------------
Total - 789,189 789,189
------------------------------------
-------------------------------------------
Automobile--0.4%
-------------------------------------------
- 33,700 33,700 Mahindra & Mahindra Ltd. - 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, - 142,375
Class B, ADR 142,375
-------------------------------------------
- 3,800 3,800 Banco Santiago, ADR - 67,925 67,925
-------------------------------------------
- 18,000 18,000 Bank Handlowy w. Warszawie - 211,499 211,499
-------------------------------------------
- 4,440 4,440 Bank Slaski SA - 211,800 211,800
-------------------------------------------
- 30,500 30,500 (1)(2) Banque Audi, Class B, GDR - 671,000 671,000
-------------------------------------------
- 5,867,100 5,867,100 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, SA de - 3,431 3,431
CV, Class L
-------------------------------------------
- 74,900 74,900 Grupo Financiero Banamex Accival, SA de - 150,030 150,030
CV, Class O
-------------------------------------------
950,000 1,100,000 2,050,000 Grupo Financiero Bancomer, SA de CV 373,223 695,553
322,330
-------------------------------------------
- 390 390 Grupo Financiero Inbursa, SA de CV - 1,136 1,136
-------------------------------------------
- 1,011,000 1,011,000 HKCB Bank Holding Co. Ltd. - 277,036 277,036
-------------------------------------------
- 19,400 19,400 Hana Bank - 256,027 256,027
-------------------------------------------
- 15,250,000 15,250,000 Lippo Bank - 891,530 891,530
-------------------------------------------
- 62,800 62,800 (1) Mauritius Commercial Bank - 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 10,700 OTP Bank RT - 471,710 471,710
-------------------------------------------
- 27,800,000 27,800,000 PT 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 73,000 (1) Philippine National Bank - 168,830 168,830
-------------------------------------------
- 33,405 33,405 Shinhan Bank - 325,360 325,360
-------------------------------------------
- 2,785,276 (1) Social Security Bank Ltd. -
2,785,276 1,906,262 1,906,262
-------------------------------------------
- 277,500 277,500 State Bank Mauritius - 176,435 176,435
-------------------------------------------
- 220,600 220,600 Thai Military Bank PCL - 136,760 136,760
-------------------------------------------
- 94,339,600 94,339,600 Turk Dis Ticaret Bankasi AS - 440,094 440,094
-------------------------------------------
- 13,163,000 13,163,000 Turkiye Garanti Bankasi AS - 541,328 541,328
-------------------------------------------
- 3,990,000 Yapi ve Kredi Bankasi AS - 50,940 50,940
3,990,000
-------------------------------------------------------------------------------
<PAGE>
Federated Federated Federated Federated
Latin Emerging Latin Emerging
American Markets Pro Forma American Markets Pro Forma
Growth Fund Fund Combined Growth Fund Combined
Fund
- --------------------------------------------------------------------------------------------------------------------
Common Stocks--continued
-------------------------------------------------------------------------------
Total 464,705 9,323,374 9,788,079
------------------------------------
-------------------------------------------
Beverage & Tobacco--6.5% -
-------------------------------------------
- 128,000 128,000 Beijing Enterprises - 207,973 207,973
-------------------------------------------
- 31,000 31,000 (1) Boutaris Wine Co. SA - 321,669 321,669
-------------------------------------------
19,800 - 19,800 Coca-Cola Femsa SA, ADR - 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, ADR - 50,050 50,050
-------------------------------------------
- 1,400 1,400 Embotelladora Andina SA, Class B, ADR - 21,875 21,875
-------------------------------------------
130,000 80,000 210,000 Fomento Economico Mexicano, SA de CV 263,260 691,058
427,798
-------------------------------------------
- 14,480 14,480 (1) Guiness Ghana Ltd. - 5,568 5,568
-------------------------------------------
227,200 - 227,200 Grupo Modelo SA de CV, Class C - 585,124
585,124
-------------------------------------------
- 6,000 6,000 Hellenic Bottling Co., SA - 175,132 175,132
-------------------------------------------
- 219,000 219,000 La Tondena Distillers, Inc. - 253,246 253,246
-------------------------------------------
- 55,000 55,000 PT Gudang Garam - 106,277 106,277
-------------------------------------------
- 240,000 240,000 PT Hanjaya Mandala Sampoerna - 386,954 386,954
-------------------------------------------
13,700 11,800 25,500 Pan American Beverage, Inc., Class A 273,613 591,282
317,669
-------------------------------------------
- 293,672 293,672 Sasini Tea & Coffee Ltd. - 216,609 216,609
-------------------------------------------
- 368,752 368,752 Union de Cervecerias Backus y Johnston - 160,712 160,712
SAA, Class T
-------------------------------------------
4,000 - 4,000 Vina Concha y Toro, ADR - 130,000
130,000
------------------------------------
-------------------------------------------------------------------------------
Total
1,818,229 2,571,738 4,389,967
------------------------------------
- --------------------------------------------------------------------------------
Broadcasting & Publishing--1.3%
-------------------------------------------
13,300 8,000 21,300 Grupo Televisa SA, GDR 334,500 890,606
556,106
-------------------------------------------------------------------------------
Building Materials & Components--3.9%
-------------------------------------------
- 55,200,000 55,200,000 Adana Cimento Sanayii - 216,826 216,826
-------------------------------------------
-------------------------------------------
13,417 - 13,417 Cementos Lima SA - 223,818
223,818
-------------------------------------------
156,500 - 156,500 Cemex SA, Class B - 698,932
698,932
-------------------------------------------
58,632 - 58,632 Juan Minetti SA - 149,630
149,630
-------------------------------------------
- 2,150,000 PT Mulia Industrindo - 218,307 218,307
2,150,000
-------------------------------------------
- 4,845,000 PT Semen Cibinong Tbk - 253,431 253,431
4,845,000
-------------------------------------------
- 179,000 179,000 PT Semen Gresik (Persero) Tbk - 299,618 299,618
-------------------------------------------
- 85,200 85,200 Siam City Cement - 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 10,000 (1) ComputerLand Poland SA - 140,598 140,598
-------------------------------------------
- 3,460 3,460 Delta Informatics - 160,922 160,922
-------------------------------------------
- 539,280 539,280 (1) Home Finance Co. Ltd. - 166,341 166,341
-------------------------------------------
- 127,400 127,400 (1) Ixchange Technology Holdings Ltd. - 324,009 324,009
-------------------------------------------
- 3,662 3,662 NIIT - 154,499 154,499
-------------------------------------------
- 16,000 16,000 Satyam Computer Services - 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 Chile, Class - 12,740 12,740
A, ADR
------------------------------------
-------------------------------------------------------------------------------
Total - 513,958 513,958
------------------------------------
- --------------------------------------------------------------------------------
Construction & Housing--3.1%
-------------------------------------------
68,000 - 68,000 (1) Corporacion Geo SA de CV, Class B - 257,128
257,128
-------------------------------------------
- 6,373,000 (1) DMCI Holdings - 345,028 345,028
6,373,000
-------------------------------------------
- 12,455,000 12,455,000 (1) Empire East Land Holdings, Inc. - 333,869 333,869
-------------------------------------------------------------------------------
<PAGE>
Federated Federated Federated Federated
Latin Emerging Latin Emerging
American Markets Pro Forma American Markets Pro Forma
Growth Fund Fund Combined Growth Fund Combined
Fund
- --------------------------------------------------------------------------------------------------------------------
Common Stocks--continued
-------------------------------------------
- 41,000 41,000 Exbud SA - 300,577 300,577
-------------------------------------------
- 19,725 19,725 Hydrobudowa SA - 185,216 185,216
-------------------------------------------
- 138,000 138,000 Italian-Thai Development - 368,248 368,248
-------------------------------------------
- 23,500 23,500 Sambu Construction - 284,773 284,773
------------------------------------
-------------------------------------------------------------------------------
Total 1,817,711
257,128 2,074,839
------------------------------------
- --------------------------------------------------------------------------------
Data Processing & Reproduction--0.5%
-------------------------------------------
- 13,600 13,600 (1) DataTec Ltd. - 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 39,470 (1)Hi-Tron Systems - 332,841 332,841
-------------------------------------------
- 11,840 11,840 Hi-Tron Systems, Rights - 43,931 43,931
-------------------------------------------
- 8,100 8,100 (1) Infoquest SA - 146,144 146,144
-------------------------------------------
- 34,100 34,100 Infotech Enterprises Ltd. - 181,518 181,518
-------------------------------------------
- 3,000 3,000 Intracom SA - 215,643 215,643
-------------------------------------------
- 1,570,000 Vanda Systems and Communications Holdings - 186,257 186,257
1,570,000 Ltd.
-------------------------------------------
- 10,800 10,800 (1) Visualsoft (India) Ltd. - 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 22,800 HCL Infosystems Ltd. - 214,114 214,114
-------------------------------------------
- 15,040 15,040 Saehan Precision Co. - 306,926 306,926
------------------------------------
-------------------------------------------------------------------------------
Total - 614,168 614,168
------------------------------------
- --------------------------------------------------------------------------------
Energy Equipment & Services--0.6%
-------------------------------------------
17,900 - 17,900 (2) Chilectra SA, ADR - 407,651
407,651
------------------------------------
-------------------------------------------
Energy Sources--3.4%
-------------------------------------------
- 110,300 110,300 Banpu Public Co. Ltd. - 258,655 258,655
-------------------------------------------
240,000 - 240,000 (1) Gas Natural Ban SA - 401,117
401,117
-------------------------------------------
- 35,000 35,000 Gulf Indonesia Resources Ltd. - 336,875 336,875
-------------------------------------------
- 6,850 6,850 Lukoil Holding Co., ADR - 254,820 254,820
-------------------------------------------
- 20,300 20,300 MOL Magyar Olaj-es Gazipari RT - 494,967 494,967
-------------------------------------------
- 735,000 735,000 PT Medco Energi Corp. - 280,430 280,430
-------------------------------------------
- 3,000 3,000 PTT Exploration and Production Public Co. - 24,420 24,420
-------------------------------------------
- 2,010,000 Petron Corp. - 221,866 221,866
2,010,000
------------------------------------
-------------------------------------------------------------------------------
Total 1,872,033
401,117 2,273,150
------------------------------------
-------------------------------------------
Financial Services--1.7%
-------------------------------------------
- 10,500 10,500 (1) Daewoo Securities Co. - 208,079 208,079
-------------------------------------------
- 545 545 (1) Hyundai Securities - 17,097 17,097
-------------------------------------------
- 131 131 Hyundai Securities, Rights - 1,171 1,171
-------------------------------------------
- 30,400 30,400 (1) Lg Securities Co. - 512,712 512,712
-------------------------------------------
- 222 222 Samsung Securities Co., Ltd. - 9,735 9,735
-------------------------------------------
- 776,700 776,700 Securities One - 173,763 173,763
-------------------------------------------
- 63,000 63,000 (1) Theta Group Ltd. - 193,078 193,078
------------------------------------
-------------------------------------------------------------------------------
Total -
1,115,635 1,115,635
------------------------------------
-------------------------------------------
Fisheries--0.0%
-------------------------------------------
- 188,902 188,902 Austral Group - 22,711 22,711
-------------------------------------------------------------------------------
Food & Household Products--2.6%
-------------------------------------------
- 11,200 11,200 Britannia Industries - 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 51,000 Grupo Industrial Maseca SA de CV, Class B - 32,315 32,315
-------------------------------------------------------------------------------
<PAGE>
Federated Federated Federated Federated
Latin Emerging Latin Emerging
American Markets Pro Forma American Markets Pro Forma
Growth Fund Fund Combined Growth Fund Combined
Fund
- --------------------------------------------------------------------------------------------------------------------
Common Stocks--continued
-------------------------------------------
- 71,500 71,500 Innscor Africa Ltd. - 18,367 18,367
-------------------------------------------
- 32,100 32,100 (1) International Food Industries Co. - 372,851 372,851
(Hostess)
-------------------------------------------
- 762,500 762,500 (1) PT Bintuni Minaraya - 166,577 166,577
-------------------------------------------
- 1,110,000 1,110,000 Ultrajaya Milk Ind - 119,538 119,538
-------------------------------------------
- 17,100 17,100 Woo Sung Feed Co. - 340,313 340,313
------------------------------------
-------------------------------------------------------------------------------
Total - 1,745,262
1,745,262
------------------------------------
- --------------------------------------------------------------------------------
Forest Products & Paper--1.4% -
-------------------------------------------
26,000 - 26,000 Aracuz Cellulose, ADR - 500,500
500,500
-------------------------------------------
- 68,300 68,300 Sappi Ltd. - 416,450 416,450
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total 416,450 916,950
500,500
-------------------------------------------------------------------------------
Gold Mines--0.3%
-------------------------------------------
- 30,800 30,800 Ashanti Goldfields Co., GDR - 231,000 231,000
-------------------------------------------------------------------------------
Health & Personal Care--1.0%
-------------------------------------------
- 1,600 1,600 Athens Medic Center - 37,977 37,977
-------------------------------------------
- 814,500 814,500 PT Darya Varia Laboratoria - 100,245 100,245
-------------------------------------------
- 12,900 12,900 Pacific Corp. - 271,957 271,957
-------------------------------------------
- 15,450 15,450 Sarantis SA - 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 14,064 Samsung Aerospace Industries, Rights - 18,976 18,976
------------------------------------
-------------------------------------------------------------------------------
Total - 56,026 56,026
------------------------------------
-------------------------------------------
Insurance--1.6%
-------------------------------------------
- 18,368,000 Aksigorta - 586,270 586,270
18,368,000
-------------------------------------------
- 11,000 11,000 (1) Enterprise Insurance Co. Ltd. - 9,048 9,048
-------------------------------------------
- 520 520 Samsung Fire & Marine Insurance - 269,284 269,284
-------------------------------------------
- 116,394 116,394 Swan Insurance Co., Ltd. - 180,384 180,384
------------------------------------
-------------------------------------------------------------------------------
Total -
1,044,986 1,044,986
------------------------------------
-------------------------------------------
Leisure & Tourism--0.2%
-------------------------------------------
- 1,334,000 PT Sona Topas Tourism Industry Tbk - 106,720 106,720
1,334,000
-------------------------------------------------------------------------------
Machinery & Engineering--1.1%
-------------------------------------------
- 10,000 10,000 Punjab Tractors Ltd. - 315,225 315,225
-------------------------------------------
- 141,300 141,300 Shin Sung ENG - 405,127 405,127
------------------------------------
-------------------------------------------------------------------------------
Total - 720,352 720,352
------------------------------------
-------------------------------------------
Merchandising--3.0%
-------------------------------------------
291,000 - 291,000 (1) Cifra SA de CV, Class V - 502,596
502,596
-------------------------------------------
- 13,400 13,400 Companhia Brasileira de Distribuicao - 242,875 242,875
Groupo Pao de Acucar, ADR
-------------------------------------------
- 23,800 23,800 Keum Kang Devel - 275,962 275,962
-------------------------------------------
- 280,000 280,000 Migros Turk - 357,489 357,489
-------------------------------------------
95,500 - 95,500 Organizacion Soriana SA de CV, Class B - 357,698
357,698
-------------------------------------------
- 439,500 439,500 PT Ramayana Lestari Sentosa - 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%
-------------------------------------------
- 221,942 221,942 (1) Aluworks Ghana Ltd. - 255,578 255,578
-------------------------------------------
37,000 41,532 78,532 Cia de Minas Buenaventura SA, Class B 298,601 564,618
266,017
-------------------------------------------
- 50,000 50,000 Grupo Mexico SA, Class B - 169,136 169,136
-------------------------------------------
- 50,657 50,657 Minsur SA - 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 Chile, Class 12,110 - 12,110
A, ADR
-------------------------------------------------------------------------------
Total 826,091
487,377 1,313,468
-------------------------------------------------------------------------------
<PAGE>
Federated Federated Federated Federated
Latin Emerging Latin Emerging
American Markets Pro Forma American Markets Pro Forma
Growth Fund Fund Combined Growth Fund Combined
Fund
- --------------------------------------------------------------------------------------------------------------------
Common Stocks--continued
Metals - Steel--1.1%
-------------------------------------------
140,000 - 140,000 Acindar Industria Argentina de Aceros SA - 168,133
168,133
-------------------------------------------
- 19,500,000 Eregli Demir Ve Celik Fabrikalari TAS - 373,445 373,445
19,500,000
-------------------------------------------
- 10,400 10,400 Mytilineos SA - 209,825 209,825
------------------------------------
-------------------------------------------------------------------------------
Total 583,270 751,403
168,133
------------------------------------
-------------------------------------------
Mining--0.1%
-------------------------------------------
- 483,461 483,461 Athi River Mining Ltd. - 39,774 39,774
-------------------------------------------------------------------------------
Miscellaneous Materials & Commodities--1.0%
-------------------------------------------
- 1,741,000 Delta Corp. - 458,637 458,637
1,741,000
-------------------------------------------
- 5,250 5,250 Hellas Can Packaging SA - 166,544 166,544
-------------------------------------------
- 200 200 National Aluminium Co. Ltd. - 135 135
-------------------------------------------
- 953,500 953,500 PT Fiskaragung Perkasa - 32,272 32,272
------------------------------------
-------------------------------------------------------------------------------
Total - 657,588 657,588
------------------------------------
-------------------------------------------
Multi-Industry--3.8%
-------------------------------------------
- 4,018,000 (1) Aboitiz Equity Ventures, Inc. - 236,536 236,536
4,018,000
-------------------------------------------
- 1,415,000 (1) Benpres Holdings Corp. - 334,690 334,690
1,415,000
-------------------------------------------
- 21,900 21,900 Citic Pacific Ltd. - 262,436 262,436
-------------------------------------------
- 1,415,000 Elektrim Spolka Akcyjna SA - 503,048 503,048
1,415,000
-------------------------------------------
- 1,691,500 Enka Holding Yatirim - 348,860 348,860
1,691,500
-------------------------------------------
- 43,089 43,089 First Pacific Co. - 220,507 220,507
-------------------------------------------
- 5,600 5,600 (2) Grupo Carso SA de CV, ADR - 45,119 45,119
-------------------------------------------
80,000 80,000 Grupo Industrial Saltillo SA de CV, Class - 250,179
B 250,179
-------------------------------------------
- 8,280,000 Haci Omer Sabanci Holding - 203,291 203,291
8,280,000
-------------------------------------------
- 21,830 21,830 (1)(2) Press Corp., GDR - 144,733 144,733
------------------------------------
-------------------------------------------------------------------------------
Total 2,299,220
250,179 2,549,399
------------------------------------
-------------------------------------------
Pharmaceuticals--0.8%
-------------------------------------------
- 23,450,400 Eczacibasi Ilac - 362,731 362,731
23,450,400
-------------------------------------------
- 21,900 21,900 Jelfa SA - 186,945 186,945
------------------------------------
-------------------------------------------------------------------------------
Total - 549,676 549,676
------------------------------------
-------------------------------------------
Real Estate--3.6%
-------------------------------------------
- 457,000 457,000 Ayala Land, Inc. - 147,128 147,128
-------------------------------------------
-------------------------------------------
- 4,940,000 (1) Belle Corp. - 288,219 288,219
4,940,000
-------------------------------------------
- 190,000 190,000 China Resources Enterprises Ltd. - 276,859 276,859
-------------------------------------------
- 5,670,000 (1) Megaworld Properties & Holdings, Inc. - 286,103 286,103
5,670,000
-------------------------------------------
- 3,355,000 PT Jaya Real Property Tbk - 361,307 361,307
3,355,000
-------------------------------------------
- 11,400,000 11,400,000 Putra Surya Perkas - 175,385 175,385
-------------------------------------------
- 775,000 775,000 Quality House Public Co. Limited - 214,117 214,117
-------------------------------------------
- 61,000 61,000 (1)(2) SOLIDERE, GDR - 642,025 642,025
------------------------------------
-------------------------------------------------------------------------------
Total - 2,391,143
2,391,143
------------------------------------
- --------------------------------------------------------------------------------
Recreation, Other Consumer Goods--0.4%
-------------------------------------------
83,000 - 83,000 (1) Corporacion Interamericana de - 262,954
Entretenimiento SA 262,954
------------------------------------
-------------------------------------------
Retail--0.3%
-------------------------------------------
11,650 - 11,650 Companhia Brasileira de Distribuicao - 211,156
Groupo Pao de Acucar, ADR 211,156
------------------------------------
-------------------------------------------
Telecommunications--11.4%
-------------------------------------------
- 3,200,000 Champion Technology Holdings Ltd. - 202,195 202,195
3,200,000
-------------------------------------------
- 100,000 100,000 (1) China Telecom (Hong Kong) Ltd. - 210,836 210,836
-------------------------------------------
- 558,000 558,000 City Telecom (HK) Ltd. - 165,496 165,496
-------------------------------------------
40,000 13,800 53,800 (1) Embratel Participacoes SA, ADR 189,750 739,750
550,000
-------------------------------------------
- 16,200 16,200 Hellenic Telecommunication Organization SA - 350,745 350,745
-------------------------------------------
- 50,900 50,900 Matav RT - 284,373 284,373
-------------------------------------------
- 110,065 110,065 (1) Tele 2000 SA - 46,315 46,315
-------------------------------------------------------------------------------
<PAGE>
Federated Federated Federated Federated
Latin Emerging Latin Emerging
American Markets Pro Forma American Markets Pro Forma
Growth Fund Fund Combined Growth Fund Combined
Fund
- --------------------------------------------------------------------------------------------------------------------
Common Stocks--continued
-------------------------------------------
24,600 31,000 55,600 (1) Tele Norte Leste Participacoes SA, ADR 507,625 910,450
402,825
-------------------------------------------------------------------------------
-------------------------------------------
4,500 17,800 22,300 Telecom Argentina SA, ADR 507,300 635,550
128,250
-------------------------------------------
10,000 16,000 26,000 Telefonica de Argentina SA, ADR 518,000 841,750
323,750
-------------------------------------------
14,700 13,000 27,700 Telefonos de Mexico, Class L, ADR 1,039,188
1,175,081 2,214,269
-------------------------------------------
3,000 - 3,000 (1) Telemig Celular Participacoes SA, ADR 92,625 - 92,625
-------------------------------------------
14,000,000 - 14,000,000 Telesp Participacoes SA - 305,366
305,366
-------------------------------------------
- 14,200 14,200 Tiletypos SA - 293,779 293,779
-------------------------------------------
- 17,200 17,200 (1) Vimpel-Communications, ADR - 363,350 363,350
------------------------------------
-------------------------------------------------------------------------------
Total 4,678,952
2,977,897 7,656,849
------------------------------------
-------------------------------------------
Textiles & Apparel--0.2%
-------------------------------------------
- 158,550 158,550 Madura Coats - 156,818 156,818
-------------------------------------------------------------------------------
Transportation - Airlines--1.5%
-------------------------------------------
- 100,000 100,000 Air Mauritius Ltd. - 99,344 99,344
-------------------------------------------
- 4,079,000 Kenya Airways Ltd. - 468,649 468,649
4,079,000
-------------------------------------------
- 18,950 18,950 Korean Air - 228,515 228,515
-------------------------------------------
- 109,000 109,000 Thai Airways International PCL - 185,094 185,094
------------------------------------
-------------------------------------------------------------------------------
Total - 981,602 981,602
------------------------------------
- --------------------------------------------------------------------------------
Transportation - Road & Rail--0.3%
-------------------------------------------
- 1,222,000 1,222,000 GZI Transportation Ltd. - 220,610 220,610
------------------------------------
- --------------------------------------------------------------------------------
Transportation - Shipping--0.9%
-------------------------------------------
- 30,880 30,880 Korea Line Co. - 377,586 377,586
-------------------------------------------
- 1,722,500 1,722,500 PT Berlian Laju Tanker Tbk - 238,499 238,499
------------------------------------
-------------------------------------------------------------------------------
Total - 616,085 616,085
------------------------------------
- --------------------------------------------------------------------------------
Utilities - Electrical & Gas--2.2%
-------------------------------------------
- 69,300 69,300 Companhia Paranaense de Energia-Copel, ADR - 519,750 519,750
-------------------------------------------
- 573,289 573,289 Edegel SA, Class B - 118,897 118,897
-------------------------------------------
- 900 900 Egypt Gas - 43,968 43,968
-------------------------------------------
- 922,000 922,000 (1) Huaneng Power International, Inc. - 273,454 273,454
-------------------------------------------
- 15,200 15,200 Hub Power Co., GDR - 136,800 136,800
-------------------------------------------
- 225,000 225,000 Kenya Power & Lighting Co. Ltd. - 363,830 363,830
------------------------------------
-------------------------------------------------------------------------------
Total -
1,456,699 1,456,699
------------------------------------
- --------------------------------------------------------------------------------
Wholesale & International Trade--0.7%
-------------------------------------------
- 180,080 180,080 Ferreyros SA - 133,960 133,960
-------------------------------------------
- 2,475,900 Interfresh - 51,917 51,917
2,475,900
-------------------------------------------
- 18,210 18,210 Samsung Co. - 284,087 284,087
------------------------------------
-------------------------------------------------------------------------------
Total - 469,964 469,964
------------------------------------
-------------------------------------------------------------------------------
Total Common Stocks (identified cost 10,795,031 46,696,933 57,491,964
$53,855,235)
Preferred Stocks--6.6%
- --------------------------------------------------------------------------------------------------------------------
Banking--0.9%
-------------------------------------------
5,300,000 9,400,000 Banco Est Sao Paulo, Preference 400,842 626,849
14,700,000 226,007
------------------------------------
-------------------------------------------
Energy Sources--1.7%
-------------------------------------------
4,810,000 3,135,000 Petroleo Brasileiro SA, Preference 443,205
7,945,000 680,006 1,123,211
-------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Forest Products & Paper--0.2%
- --------------------------------------------------------------------------------
6,100,000 - Votorantim Celulose e Papel SA, Preference - 161,916
6,100,000 161,916
-------------------------------------------------------------------------------
-------------------------------------------
Metals - Steel--0.8%
-------------------------------------------
-------------------------------------------
1,600,000 - Gerdau SA, Preference - 240,046
1,600,000 240,046
-------------------------------------------
-------------------------------------------
123,000 - 123,000 Usinas Siderurgicas de Minas Gerais SA, - 327,196
Preference 327,196
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Total - 567,242
567,242
-------------------------------------------------------------------------------
<PAGE>
Federated Federated Federated Federated
Latin Emerging Latin Emerging
American Markets Pro Forma American Markets Pro Forma
Growth Fund Fund Combined Growth Fund Combined
Fund
- --------------------------------------------------------------------------------------------------------------------
Preferred Stocks--continued
Telecommunications--0.9%
37,519 - 37,519 Telecomunicacoes Do Rio Janiero SA, 747 - 747
Preference
-------------------------------------------------------------------------------
-------------------------------------------
1,500,000 1,300,000 Telecomunicacoes de Sao Paulo SA, 158,280 340,911
2,800,000 Preference 182,631
-------------------------------------------
- 6,300,000 Telesp Celular Participacoes SA, Series B - 290,425 290,425
6,300,000
------------------------------------
-------------------------------------------------------------------------------
Total 448,705 632,083
183,378
------------------------------------
-------------------------------------------
Textiles & Apparel--0.0%
-------------------------------------------
- 49,000,000 49,000,000 (1) Texpar SA, Preference - 282 282
-------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Utilities - Electrical & Gas--1.9%
- --------------------------------------------------------------------------------
17,100,000 - 17,100,000 Centrais Electricas Brasileiras SA, - 357,886
Prefernce, Series B 357,886
-------------------------------------------
25,512,307 20,100,000 45,612,307 Companhia Energetica de Minas Gerais, 419,958 953,022
Preference 533,064
------------------------------------
-------------------------------------------
Total 419,958
890,950 1,310,908
------------------------------------
-------------------------------------------------------------------------------
Total Preferred Stocks (identified cost 1,712,992 4,422,491
$3,965,528) 2,709,499
------------------------------------
Corporate Bonds--0.0%
Metals - Steel--0.0%
-------------------------------------------
$5,800 $10,100 15,900 Companhia Vale Do Rio Doce, Conv. Deb., 34 58 92
12/31/1999 (identified cost $137)
------------------------------------
- --------------------------------------------------------------------------------
Repurchase Agreement--2.0%(3)
-------------------------------------------
- 1,375,000 Bear, Stearns and Co., 4.93%, dated - 1,375,000 1,375,000
1,375,000 5/28/1999, due 6/1/1999 (at amortized
cost)
------------------------------------
-------------------------------------------
-------------------------------------------
Total Investments (identified cost 13,504,564 49,784,983 63,289,547
$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>
<S> <C> <C> <C> <C>
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 Pro forma
Growth Fund Fund Adjustment Combined
----------------- --------------- -----------------------------
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 $14,194,944 $53,095,446 $ $67,267,388
(23,002)
- ---------------------------------------------- -------------- --------------- ----------- -------------
Net Assets Consists of:
- ----------------------------------------------
Paid in capital $22,053,648 $67,683,416 $ (23,002) 89,714,062
- ----------------------------------------------
Net unrealized appreciation of investments 4,076,181
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) 4,532,953
959,852 3,664,508 (91,407)
Class B Shares (b) 1,554,929
456,893 1,136,235 (38,199)
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 $ 9.63 $ 10.63 $ - $ 10.63
-------------- --------------- ----------- -------------
Class B Shares $ 9.53 $ 10.38 $ - $ 10.38
-------------- --------------- ----------- -------------
Class C Shares $ 9.57 $ 10.39 $ - $ 10.39
-------------- --------------- ----------- -------------
Offering Price Per Share
-------------- --------------- ----------- -------------
Class A Shares * $ 10.19 $ 11.25 * $ - $ 11.25 *
-------------- --------------- ----------- -------------
Class B Shares $ 9.53 $ 10.38 $ - $ 10.38
-------------- --------------- ----------- -------------
<PAGE>
Federated Latin American Growth Fund
Federated Emerging Markets Fund
Pro Forma Combining Statements of Assets and Liabilities
May 31, 1999 (unaudited)
- --------------------------------------------------------------------------------------------------------------------
Class C Shares $ 9.57 $ 10.39 $ - $ 10.39
-------------- --------------- ----------- -------------
Redemption Proceeds Per Share
-------------- --------------- ----------- -------------
-----------
Class A Shares $ 9.63 $ 10.63 $ - $ 10.63
-------------- --------------- ----------- -------------
-------------- --------------- -----------
Class B Shares ** $ 9.01 $ 9.81 $ - $ 9.81
-------------- --------------- ----------- -------------
Class C Shares *** $ 9.47 $ 10.29 $ - $ 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
- ---------------------------------------------- -------------- --------------- ----------- -------------
* 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>
Pro Forma Combining Statements of Operations
Year Ended November 30, 1998
-----------------------------------------------------------------
Federated
Latin Federated
American Emerging Pro Forma Pro Forma
Growth Fund Markets Fund Adjustment Combined
------------- ------------------------------------------------
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 services fee 185,000 (185,000)
185,000 (a) 185,000
Custodian fees 51,212 (26,212)
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 Shares 8,442
22,321 - 30,763
Shareholder services fees - Class A Shares 27,297
104,279 - 131,576
Shareholder services fees - Class B Shares 16,883
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 expenses (178,798) 214,301
(35,503) (m) -
------------- -------------- ------------ -------------
Total waivers and reimbursements (413,762) (151,051) 538,194
(26,619)
------------- -------------- ------------ -------------
------------- -------------- ------------------------------
Net expenses 435,864 111,648
1,718,856 2,266,368
------------- -------------- ------------------------------
------------- -------------- -------------
Net investment income/(net operating $ 240,289 $ 39,525 $ 426,546 $ 706,360
loss)
------------- -------------- ------------ -------------
Realized and Unrealized Gain (Loss) on Investments:
Net realized loss on investments and foreign (7,074,994) (22,632,585) **** ****
- (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 resulting from $ $(19,063,978) $(26,571,650)
operations (7,507,672) -
------------- -------------- ------------ -------------
* 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>
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
Investment Income:
---------------------------------------------------------------
Dividends $ 232,295 $664,357 $ - $ 896,652 ***
* **
Interest 9,678 18,794
9,116 -
-------------- ------------- ----------- ------------
Total investment income 241,411 674,035
915,446
Expenses:
Investment advisory fee 290,897 358,510
67,613 -
Administrative personnel and services fee 92,247 92,247 (92,247)
(a) 92,247
Custodian fees 19,043 133,095 (12,500) 139,638
(b)
Transfer and dividend disbursing agent
-
fees and expenses 34,623 93,783 116,777
(11,629) (c)
Directors' fees 738 1,201 1,201
(738) (d)
Auditing fees 11,059 11,210
(11,059) (e) 11,210
Legal fees 1,371 1,714
(1,371) (f) 1,714
Portfolio accounting fees 39,962 36,976
(39,962) (g) 36,976
Distribution services fee - Class B Shares 14,564 39,869 54,433
-
Distribution services fee - Class C Shares 2,134 7,394 9,528
-
Shareholder services fees - Class A Shares 7,957 42,424 50,381
-
Shareholder services fees - Class B Shares 4,855 13,290 18,145
-
Shareholder services fees - Class C Shares 711 2,465 3,176
-
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) 1,213
(j)
Miscellaneous 9,976 6,452 6,452
(9,976) (k)
-------------- ------------- ----------- ------------
-------------- ------------- ----------- ------------
Total expenses 338,106 814,130 943,138
(209,098)
-------------- ------------- ----------- ------------
Waivers and reimbursements:
Waiver of investment advisory fee (67,613) (167,761) 94,526 (140,848)
(l)
Reimbursement of other operating expenses (145,375) 145,375 (m)
- -
-------------- ------------- ----------- ------------
Total waivers and reimbursements (212,988) (167,761) (140,848)
239,901
Net expenses 125,118 646,369 802,290
30,803
-------------- ------------- ----------- ------------
------------
Net investment income/(net operating loss) $ 116,293 $ 27,666 $ $ 353,057
209,098
-------------- ------------- ----------- ------------
Realized and Unrealized Gain (Loss) on Investments:
and Foreign Currency Transactions:
Net realized gain (loss) on investments and foreign (1,120,961) 8,244,219 **** 7,123,258 ****
currency transactions -
Net change in unrealized appreciation (depreciation) of investments
and
translation of assets and liabilities in foreign 1,527,394 2,517,431
currency - 4,044,825
-------------- ------------- ----------- ------------
Net realized and unrealized gain (loss) on 406,433 10,761,650
investments - 11,168,083
-------------- ------------- ----------- ------------
-----------
Change in net assets resulting from $ 522,726 $10,789,316 $11,312,042
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.
25009 (12/99)
FEDERATED LATIN AMERICAN GROWTH FUND
a Portfolio of
WORLD INVESTMENT SERIES, INC.
SPECIAL MEETING OF SHAREHOLDERS
February 11, 2000
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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. (Eastern
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.
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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
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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.
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- -----------------------------------
Signature(s) of Shareholder(s)
Date: _____________________________
