1933 Act File No. 333-91407
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ....................
Post-Effective Amendment No. 1 .................... X
WORLD INVESTMENT SERIES, INC.
(Exact Name of Registrant as Specified in Charter)
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)
It is proposed that this filing will become effective immediately upon filing
pursuant to Rule 485(b).
Copies To: Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street, NW
Washington, DC 20037-0689
PART C - OTHER INFORMATION
Item 15. Indemnification
Indemnification is provided to Directors and officers of the Registrant
pursuant to the Registrant's Articles of Incorporation and Bylaws, except where
such indemnification is not permitted by law. However, the Articles of
Incorporation and Bylaws do not protect the Directors or officers from liability
based on willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of their office.
Directors and officers of the Registrant are insured against certain
liabilities, including liabilities arising under the Securities Act of 1933
(the
"Act").
Insofar as indemnification for liabilities arising under the Act may be
permitted to Directors, officers, and controlling persons of the Registrant by
the Registrant pursuant to the Articles of Incorporation or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by Directors, officers, or controlling
persons of the Registrant in connection with the successful defense of any act,
suit, or proceeding) is asserted by such Directors, officers, or controlling
persons in connection with the shares being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Insofar as indemnification for liabilities may be permitted pursuant to
Section 17 of the Investment Company Act of 1940 for Directors, officers, or
controlling persons of the Registrant by the Registrant pursuant to the Articles
of Incorporation or otherwise, the Registrant is aware of the position of the
Securities and Exchange Commission as set forth in Investment Company Act
Release No. IC-11330. Therefore, the Registrant undertakes that in addition to
complying with the applicable provisions of the Articles of Incorporation or
otherwise, in the absence of a final decision on the merits by a court or other
body before which the proceeding was brought, that an indemnification payment
will not be made unless in the absence of such a decision, a reasonable
determination based upon factual review has been made (i) by a majority vote of
a quorum of non-party Directors who are not interested persons of the Registrant
or (ii) by independent legal counsel in a written opinion that the indemnitee
was not liable for an act of willful misfeasance, bad faith, gross negligence,
or reckless disregard of duties. The Registrant further undertakes that
advancement of expenses incurred in the defense of a proceeding (upon
undertaking for repayment unless it is ultimately determined that
indemnification is appropriate) against an officer, Director, or controlling
person of the Registrant will not be made absent the fulfillment of at least one
of the following conditions: (i) the indemnitee provides security for his
undertaking; (ii) the Registrant is insured against losses arising by reason of
any lawful advances; or (iii) a majority of a quorum of disinterested non-party
Directors or independent legal counsel in a written opinion makes a factual
determination that there is reason to believe the indemnitee will be entitled to
indemnification.
Item 16. Exhibits
1.1 Conformed copy of Articles of Incorporation of the Registrant (1)
1.2 Conformed copy of Articles Supplementary (5)
1.3 Conformed copy of Articles Supplementary (15)
1.4 Conformed copy of Articles Supplementary (15)
1.5 Conformed copy of Articles of Amendment (16)
2.1 Copy of Bylaws of the Registrant (1)
2.2 Copy of Amendment #1 to the By-Laws of the Registrant (15)
2.3 Copy of Amendment #2 to the By-Laws of the Registrant (15)
2.4 Copy of Amendment #3 to the By-Laws of the Registrant (15)
3. Not Applicable
4. Agreement and Plan of Reorganization is included as Appendix A to the
Combined Proxy Statement and Prospectus of this Registration Statement (17)
5. Copies of Specimen Certificates for Shares of Capital Stock of Federated
World Utility Fund, Federated Asia Pacific Growth Fund, Federated Emerging
Markets Fund, Federated European Growth Fund, Federated International Small
Company Fund, and Federated Latin American Growth Fund (7)
6.1 Conformed copy of Investment Advisory Contract of the Registrant through
and including Exhibit F thereto (5)
6.2 Conformed copy of Assignment of Investment Advisory Contract (3)
6.3 Conformed copy of Exhibit G to Investment Advisory Contract of the
Registrant (8)
6.4 Conformed copy of Exhibit H to Investment Advisory Contract of the
Registrant (10)
6.5 Conformed copy of Exhibit I to Investment Advisory Contract of the
Registrant (13)
6.6 Conformed copy of Exhibit J to Investment Advisory Contract of the
Registrant (14)
7.1 Conformed copy of Distributor's Contract of the Registrant through and
including Exhibit S thereto (5)
7.2 Conformed copy of Exhibits T, U, and V to the Distributor's Contract of the
Registrant (8)
7.3 Conformed copy of Exhibits W, X, and Y to the Distributor's Contract of the
Registrant (9)
7.4 Conformed copy of Exhibit Z and Exhibit AA to the Distributor's Contract of
the Registrant (13)
7.5 Conformed copy of Exhibit BB and Exhibit CC to Distributor's Contract of
the Registrant; (14)
7.6 Conformed copy of Distributor's Contract of the Registrant (Class B Shares)
(14)
7.7 Copy of Schedule A to Distributor's Contract (Class B Shares) (16) 7.8 The
Registrant hereby incorporates the conformed copy of the Specimen Mutual
Funds Sales and Service Agreement; Mutual Funds Service Agreement; and
Plan/Trustee Mutual Funds Service Agreement from Item 23(e) of the Cash
Trust Series II Registration Statement on Form N-1A, filed with the
Commission on July 24, 1995. (File Nos. 33-38550 and 811-6269)
8. Not Applicable
9.1 Conformed copy of Custodian Agreement of the Registrant (3)
9.2 Conformed copy of Custodian Fee Schedule (10)
9.3 Addendum to Custodian Fee Schedule (10)
9.4 Conformed copy of Domestic Custodian Fee Schedule (11)
9.5 Conformed copy of Global Custodian Fee Schedule (11)
9.6 Addendum to Global Custodian Fee Schedule (11)
10.1 Conformed copy of the Distribution Plan of the Registrant through and
including Exhibit R thereto (5)
10.2 Conformed copy of Exhibits S, T, and U to the Rule 12b-1 10.3 Distribution
Plan of the Registrant (8)
10.4 Conformed copy of Exhibits V, W, and X to the Rule 12b-1 Distribution Plan
of the Registrant (9)
10.5 Conformed copy of Exhibit Y and Exhibit Z to the 12b-1 Distribution Plan of
the Registrant (13)
10.6 Conformed copy of Exhibit AA and Exhibit BB to the 12b-1 Distribution Plan
of the Registrant (14)
10.7 Copy of Schedule A to the Distribution Plan (Class B Shares) of the
Registrant (16)
11. Form of Opinion and Consent of Counsel regarding legality of shares being
issued (17)
12. Opinion regarding tax consequences of Reorganization*
13.1 Conformed copy of Amended and Restated Shareholder Services Agreement (14)
13.2 Conformed copy of Amended and Restated Agreement for Fund Accounting
Services, Transfer Agency Services, and Custody Services Procurement (14)
13.3 Conformed copy of Principal Shareholder Servicer's Agreement (Class B
Shares) (14)
13.4 Conformed copy of Shareholder Services Agreement (Class B Shares) (14) 13.5
The responses described in Item 23(e)(vii) are hereby incorporated by
reference.
13.6 Copy of Schedule A to Shareholder Services Agreement (Class B Shares) (16)
13.7 Copy of Schedule A to Principal Servicer's Agreement (Class B Shares) (16)
13.8 Copy of Amended and Restated Shareholder Services Agreement Exhibit (16)
13.9 The Registrant hereby incorporates by reference the conformed copy of the
Shareholder Services Sub-Contract between Fidelity and Federated
Shareholder Services from Item 23(h)(iii) of the Federated GNMA Trust
Registration Statement on Form N-1A, filed with the Commission on March 25,
1996 (File Nos. 2-75670 and 811-3375)
14. Conformed copy of Consent of Independent Auditors of World Investment
Series, Inc., Ernst & Young LLP (17)
15. Not Applicable
16. Conformed copy of Power of Attorney (14)
16.1 Conformed copy of Limited Power of Attorney (16)
16.2 Conformed copy of Power of Attorney of Chief Investment Officer of the
Registrant (15) 16.3 Conformed copy of Power of Attorney of Treasurer of
the Registrant (15) 16.4 Conformed copy of Power of Attorney of a Director
of the Registrant (15)
17.1 Form of Proxy of Federated Latin American Growth Fund (17)
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* Filed electronically.
1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed February 4, 1994. (File Nos. 33-52149 and
811-7141)
3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed July 25, 1994. (File Nos. 33-52149 and
811-7141)
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 6 on Form N-1A filed January 26, 1996. (File Nos. 33-52149
and 811-7141)
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed July 31, 1996. (File Nos. 33-52149 and
811-7141)
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed January 30, 1997. (File Nos. 33-52149
and 811-7141)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed May 21, 1997. (File Nos. 33-52149 and
811-7141)
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed November 26, 1997. (File Nos. 33-52149
and 811-7141)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed December 23, 1997. (File Nos. 33-52149
and 811-7141)
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed January 28, 1998. (File Nos. 33-52149
and 811-7141)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed June 10, 1998. (File Nos. 33-52149 and
811-7141)
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed February 1, 1999. (File Nos. 33-52149
and 811-7141)
16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 18 on Form N-1A filed March 31, 1999. (File Nos. 33-52149 and
811-7141)
17. Response is incorporated by reference to Registrant's Registration
Statement on Form N-14 filed on November 22, 1999. (File Nos. 333-91407 and
811-7141)
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the
reoffering prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
Registration Statement and will not be used until the amendment is effective,
and that, in determining any liability under the Securities Act of 1933, each
post-effective amendment shall be deemed to be a new Registration Statement for
the securities offered therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
WORLD INVESTMENT SERIES, INC., certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to Form N-14 under the
Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 28th day of March, 2000.
WORLD INVESTMENT SERIES, INC.
BY: /s/ James O. Perry IV
James O. Perry IV, Assistant Secretary
Attorney in Fact for John F. Donahue
March 28, 2000
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:
NAME TITLE DATE
By: /s/James O. Perry Attorney In Fact March 28, 2000
James O. Perry For the Persons
ASSISTANT SECRETARY Listed Below
NAME TITLE
John F. Donahue* Chairman and Director
(Chief Executive Officer)
Richard B. Fisher* President and Director
Henry A. Frantzen* Chief Investment Officer
John W. McGonigle* Executive Vice
President and Secretary
Richard J. Thomas* Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Director
John T. Conroy, Jr.* Director
Nicholas P. Constantakis* Director
Lawrence D. Ellis, M.D.* Director
Peter E. Madden* Director
Charles F. Mansfield, Jr.* Director
John E. Murray, Jr.* Director
Marjorie P. Smuts* Director
* By Power of Attorney
EXHIBIT 12 UNDER FORM N-14
Dickstein Shapiro Morin & Oshinsky LLP
2101 L Street NW
Washington, DC 20037-1526
Tel (202) 785-9700 Fax (202)887-0689
February 25, 2000
World Investment Series, Inc., on behalf of its portfolios,
Federated Emerging Markets Fund
Federated Latin American Growth Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of a transaction (the "Reorganization") in which all of the assets
of Federated Latin American Growth Fund (the "Acquired Fund"), a portfolio of
World Investment Series, Inc., a Maryland corporation (the "Corporation"), will
be acquired by the Corporation, on behalf of its portfolio, Federated Emerging
Markets Fund (the "Acquiring Fund"), in exchange solely for Class A, B and C
Shares of the Acquiring Fund (the "Acquiring Fund Shares") which shall
thereafter be distributed to the shareholders of the Acquired Fund (the
"Acquired Fund Shareholders") in liquidation of the Acquired Fund. The
Corporation is a registered open-end management investment company which
qualifies as a regulated investment company described in Section 851(a) of the
Internal Revenue Code of 1986, as amended (the "Code"). The terms and conditions
of the Reorganization are set forth in an Agreement and Plan of Reorganization
dated as of November 16, 1999 between the Corporation, on behalf of the
Acquiring Fund, and the Corporation, on behalf of the Acquired Fund (the
"Agreement"). This opinion is rendered to you pursuant to paragraph 8(e) of the
Agreement.
We have reviewed and relied upon the Registration Statement on Form N-14
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") in connection with the Reorganization, the certificate
provided to us by the Corporation in connection with the rendering of this
opinion, and such other documents and instruments as we have deemed necessary
for the purposes of this opinion.
Based upon and subject to the foregoing, and assuming that the
Reorganization will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes:
(a) The transfer of all of the Acquired Fund assets to the Acquiring Fund
solely 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;
(b) No gain or loss will be recognized by the Acquiring Fund upon the receipt
of the assets of the Acquired Fund solely in exchange for the Acquiring
Fund Shares;
(c) No gain or loss will be recognized by the Acquired Fund upon the transfer
of the Acquired Fund assets to the Acquiring Fund solely in exchange for
the Acquiring Fund Shares or upon the distribution (whether actual or
constructive) of the Acquiring Fund Shares to Acquired Fund Shareholders in
exchange for their shares of the Acquired Fund;
(d) No gain or loss will be recognized by the Acquired Fund Shareholders upon
the exchange of their Acquired Fund shares for the Acquiring Fund Shares;
(e) The tax basis of the Acquired Fund assets acquired by the Acquiring Fund
will be the same as the tax basis of such assets to the Acquired Fund
immediately prior to the Reorganization;
(f) The tax basis of the Acquiring Fund Shares received by each of the Acquired
Fund Shareholders pursuant to the Reorganization will be the same as the
tax basis of the Acquired Fund shares held by such shareholder immediately
prior to the Reorganization;
(g) The holding period of the assets of the Acquired Fund in the hands of the
Acquiring Fund will include the period during which those assets were held
by the Acquired Fund; and
(h) The holding period of the Acquiring Fund Shares received by each Acquired
Fund Shareholder pursuant to the Reorganization will include the period
during which the Acquired Fund shares exchanged therefor were held by such
shareholder (provided the Acquired Fund shares were held as capital assets
on the date of the Reorganization).
This opinion is expressed as of the date hereof and is based upon the Code,
Treasury regulations promulgated thereunder, administrative positions of the
Internal Revenue Service (the "Service"), and judicial decisions, all of which
are subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Service. We disclaim any undertaking to advise you with respect to any event
subsequent to the date hereof.
The opinions contained herein are limited to those matters expressly
covered; no opinion is to be implied in respect of any other matter. This
opinion is addressed solely to you and may not be relied upon by any other
person without our prior written consent. We hereby consent to the filing of a
copy of this opinion with the Commission as an exhibit to the Registration
Statement, and to the references to this firm and this opinion in the
Prospectus/Proxy Statement which is contained in the Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
