File No. 333-_______
As filed with the SEC on October 8, 2014
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. __
Post-Effective Amendment No. __
(Check appropriate box or boxes)
FEDERATED INCOME TRUST
(Exact Name of Registrant as Specified in Charter)
1-800-341-7400
(Area Code and Telephone Number)
4000 Ericsson Drive
Warrendale, PA 15086-7561
(Address of Principal Executive Offices)
John W. McGonigle, Esquire
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
Copies to:
Thomas Early , Esquire
Goodwin Procter LLP
601 S. Figueroa St.
41st Floor
Los Angeles, CA 90017
Acquisition of the assets of
FEDERATED GNMA TRUST
By and in exchange for Institutional Shares and Service Shares of
FEDERATED INCOME TRUST
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective
under the Securities Act of 1933, as amended.
Title of Securities Being Registered: Institutional Shares and Service Shares, without par value,
of Federated Income Trust
It is proposed that this filing will become effective
On November 7, 2014 pursuant to Rule 488.
No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
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Please Vote Today!
If you own shares In: | You will receive shares of: |
Federated GNMA Trust | Federated Government Income Trust |
Institutional Shares | Institutional Shares |
Service Shares | Service Shares |
• | Sign and return the proxy card without indicating a preference, your vote will be cast “for” the proposal. |
• | Do not respond at all, we may contact you by telephone to request that you cast your vote. |
The Board of Trustees recommends that you read the enclosed materials carefully and vote FOR the proposal.
Warrendale, PA 15086-7561
Telephone No: 1-800-341-7400
TO BE HELD JANUARY 6, 2015
(1) | To approve or disapprove a proposed Agreement and Plan of Reorganization pursuant to which Federated Government Income Trust (formerly, Federated Income Trust) (FGIT) would acquire all, or substantially all, of the assets of FGNMA in exchange for Institutional Shares and Service Shares of FGIT to be distributed pro rata by FGNMA to its shareholders of Institutional Shares and Service Shares, respectively, in a complete liquidation and dissolution of FGNMA; |
(2) | To transact such other business as may properly come before the special meeting or any adjournment thereof. |
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Secretary
PROXY CARD. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN,
MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
4000 Ericsson Drive
Warrendale, PA 15086-7561
Telephone No: 1-800-341-7400
4000 Ericsson Drive
Warrendale, PA 15086-7561
Telephone No: 1-800-341-7400
• | FGNMA will pay direct proxy expenses (e.g., mailing, processing, tabulation, printing and solicitation costs and expenses) associated with the Reorganization estimated at $71,023; |
• | FGIT will pay registration fees on an as-incurred basis for the FGIT shares that will be distributed to FGNMA shareholders in connection with the Reorganization; |
• | The Adviser will pay the other direct and indirect expenses of the Reorganization (consisting primarily of legal and accounting fees); |
• | There will be no dilution to shareholders in the transaction, because each FGNMA shareholder will become the owner |
of shares of FGIT having a total net asset value equal to the total net asset value of his or her holdings in FGMNA on the date of the Reorganization. |
• | increase or decrease the effective duration of the Fund portfolio; or |
• | hedge against potential losses. |
�� | Increase or decrease the effective duration of the Fund portfolio; |
• | Hedge against potential losses. |
• | MBS Risk. A rise in interest rates may cause the value of MBS held by the Fund to decline. FGNMA only invests in mortgage-backed securities which are guaranteed fully by the U.S. government. However, FGIT invests in certain MBS issued by GSEs that are not backed by the full faith and credit of the U.S. government. The Fund's investments in collateralized mortgage obligations (CMOs) may entail greater market, prepayment and liquidity risks than other MBS. |
• | Credit Risk. It is possible that interest or principal on securities will not be paid when due. Such non-payment or default may reduce the value of the Fund's portfolio holdings, its share price and its performance. |
• | Counterparty Risk. Counterparty risk includes the possibility that a party to a transaction involving the Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy. |
• | Risk of Investing in Certain MBS. MBS backed by participations in reverse mortgages may carry Risk different from and in addition to Risk of other MBS. The timing of payments made on reverse mortgage loans (and, by extension, MBS backed by such loans) is uncertain and may occur sooner or later than anticipated. |
• | Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. |
• | Prepayment Risk. When homeowners prepay their mortgages in response to lower interest rates, the Fund will be required to reinvest the proceeds at the lower interest rates available. Also, when interest rates fall, the prices of MBS may not rise to as great an extent as those of other fixed-income securities due to the potential prepayment of higher interest mortgages. |
• | Liquidity Risk. The CMOs in which the Fund invests may be less readily marketable and may be subject to greater fluctuation in price than other securities. |
• | Leverage Risk. Leverage risk is created when an investment exposes the Fund to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Fund's risk of loss and potential for gain. |
• | Risk of Investing in Derivative Instruments. Derivative contracts involve risks different from, or possibly greater than, risks associated with investing directly in securities and other traditional investments. Specific risk issues related to the use of such contracts include valuation and tax issues, increased potential for losses and/or costs to the Fund, and a potential reduction in gains to the Fund. Each of these issues is described in greater detail in this prospectus. Derivative contracts may also involve other risks described in this prospectus or the Fund's Statement of Additional Information (SAI), such as interest rate, credit, liquidity and leverage risks. |
• | Asset Segregation Risk. The requirement to secure its obligations in connection with certain transactions, including derivatives or other transactions that expose it to an obligation of another party, by owning underlying assets, entering into offsetting transactions or setting aside cash or liquid assets, may cause the Fund to miss favorable trading opportunities, or to realize losses on such offsetting transactions. |
• | Short Sale Risk. The Fund may incur a loss as a result of a short sale if the price of the security increases between the date of the sale and the date on which the Fund repurchases the security. The risk is that the securities price moves in the opposite direction than expected causing the Fund to lose money. |
• | Technology Risk. The Adviser uses various technologies in managing the Fund, consistent with its investment objective and strategy described in this Prospectus. For example, proprietary and third-party data and systems are utilized to support decision-making for the Fund. Data imprecision, software or other technology malfunctions, programming inaccuracies and similar circumstances may impair the performance of these systems, which may negatively affect Fund performance. |
FGNMA | FGIT |
Diversification (Fundamental) With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase securities of any one issuer (other than cash, cash items, securities issued or guaranteed by the government of the United States, or its agencies or instrumentalities, and repurchase agreements collateralized by such U.S. government securities, and securities of other investment companies) if, as a result, more than 5% of the value of its total assets would be invested in securities of that issuer, or the Fund would own more than 10% of the outstanding voting securities of that issuer. | Diversification (Fundamental) Same |
FGNMA | FGIT |
Borrowing Money and Issuing Senior Securities (Fundamental) The Fund may borrow money, directly or indirectly, and issue senior securities to the maximum extent permitted under the Investment Company Act of 1940 (“1940 Act”). | Borrowing Money and Issuing Senior Securities (Fundamental) Same |
Investing in Real Estate (Fundamental) The Fund may not purchase or sell real estate, provided that this restriction does not prevent the Fund from investing in issuers which invest, deal or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein. The Fund may exercise its rights under agreements relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner. | Investing in Real Estate (Fundamental) Same |
Investing in Commodities (Fundamental) The Fund may not purchase or sell physical commodities, provided that the Fund may purchase securities of companies that deal in commodities. | Investing in Commodities (Fundamental) Same |
Underwriting (Fundamental) The Fund may not underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition or resale of its portfolio securities, under circumstances where it may be considered to be an underwriter under the Securities Act of 1933. | Underwriting (Fundamental) Same |
Lending (Fundamental) The Fund will not make loans, provided that this restriction does not prevent the Fund from purchasing debt obligations, entering into repurchase agreements, lending its assets to broker/dealers or institutional investors and investing in loans, including assignments and participation interests. | Lending (Fundamental) Same |
Concentration (Fundamental) The Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily engaged in the same industry. Government securities, municipal securities and bank instruments will not be deemed to constitute an industry. | Concentration (Fundamental) Same |
Investing in Illiquid Securities (Non-Fundamental) The Fund will not purchase securities for which there is no readily available market, or enter into repurchase agreements or purchase time deposits that the fund cannot dispose of within seven days, if immediately after and as a result, the value of such securities would exceed, in the aggregate, 15% of the Fund's net assets. | Investing in Illiquid Securities (Non-Fundamental) Same |
Pledging Assets (Non-Fundamental) The Fund will not mortgage, pledge or hypothecate any of its 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. | Pledging Assets (Non-Fundamental) Same |
Purchases on Margin (Non-Fundamental) The Fund will not purchase securities on margin, provided that the Fund may obtain short-term credits necessary for the clearance of purchases and sales of securities. | Purchases on Margin (Non-Fundamental) Same |
Lending Securities (Non-Fundamental) None | Lending Securities (Non-Fundamental) In order to generate additional income, the Fund may lend its portfolio securities on a short-term or long-term basis to broker/dealers, banks, or other institutional borrowers of securities. The Fund will only enter into loan arrangements with broker/dealers, banks or other institutions which the Fund's Adviser has determined are creditworthy under guidelines established by the Trustees and will receive collateral in the form of cash or U.S. government securities equal to at least 100% of the value of the securities loaned. |
FGNMA | FGIT |
Investing in CMOs (Non-Fundamental)None | Investing in CMOs (Non-Fundamental)The Fund may invest only in CMOs which may be: (a) collateralized by pools of mortgages in which each mortgage is guaranteed as to payment of principal and interest by an agency or instrumentality of the U.S. government; (b) collateralized by pools of mortgages in which payment of principal and interest is guaranteed by the issuer and such guarantee is collateralized by U.S. government securities; and (c) securities in which the proceeds of the issuance are invested in mortgage securities and payment of the principal and interest are supported by the credit of an agency or instrumentality of the U.S. government. |
Investing in other Investment Companies (Non-Fundamental) The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money market funds, as an efficient means of implementing its investment strategies and/or managing its uninvested cash. The Fund may also invest in mortgage-backed securities primarily by investing in another investment company (which is not available for general investment by the public) that owns those securities and that is advised by an affiliate of the Adviser. The Fund may also invest in such securities directly. These other investment companies are managed independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such investment. However, the Adviser believes that the benefits and efficiencies of this approach should outweigh the potential additional fees and/or expenses. | Investing in other Investment Companies (Non-Fundamental) The Fund may invest its assets in securities of other investment companies, including the securities of affiliated money market funds, as an efficient means of implementing its investment strategies and/or managing its uninvested cash. These other investment companies are managed independently of the Fund and incur additional fees and/or expenses which would, therefore, be borne indirectly by the Fund in connection with any such investment. However, the Adviser believes that the benefits and efficiencies of this approach should outweigh the potential additional fees and/or expenses. The Fund may invest in money market securities directly. |
Shareholder Fees (fees Paid Directly From Your Investment) | Federated GNMA Trust – IS | Federated Government Income Trust - IS | Federated Government Income Trust - IS Pro Forma 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) | None | None | None | |
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 (expenses That are Deducted From Fund Assets as a percentage of average net assets) | ||||
Management Fee | 0.40% | 0.40% | 0.40% | |
Distribution (12b-1) Fee | None | None | None | |
Other Expenses | 0.48% | 0.44% | 0.42% | |
Total Annual Fund Operating Expenses | 0.88% | 0.84% | 0.82% | |
Fee Waivers and/or Expense Reimbursements | 0.21%(1) | 0.22%(2) | 0.20%(2) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.67% | 0.62% | 0.62% |
1 | Federated GNMA Trust's adviser and its affiliates on their own initiative have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding acquired fund fees and expenses, extraordinary expenses and proxy-related expenses paid by the Fund, if any) paid by the Fund's IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.67% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) April 1, 2015, or (b) the date of the Fund's next effective prospectus. While the Fund's adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Fund's Board of Trustees (the “Trustees”). |
2 | Federated Government Income Trust's adviser and its affiliates on their own initiative have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding acquired fund fees and expenses, extraordinary expenses and proxy-related expenses paid by the Fund, if any) paid by the Fund's IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.62% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) April 1, 2015, or (b) the date of the Fund's next effective prospectus. While the Fund's adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. If this Reorganization is approved, the Termination Date will be extended to up to, but not including the later of (a) December 1, 2015 or (b) the date of the Fund's next effective Prospectus. |
1 Year | 3 Years | 5 Years | 10 Years | |
Federated GNMA Trust – IS | $90 | $281 | $488 | $1,084 |
Federated Government Income Trust – IS | $86 | $268 | $466 | $1,037 |
Federated Government Income Trust – IS, Pro Forma Combined | $84 | $262 | $455 | $1,014 |
Shareholder Fees (fees Paid Directly From Your Investment) | Federated GNMA Trust – SS | Federated Government Income Trust - SS | Federated Government Income Trust – SS Pro Forma 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) | None | None | None | |
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 (expenses That are Deducted From Fund Assets as a percentage of average net assets) | ||||
Management Fee | 0.40% | 0.40% | 0.40% | |
Distribution (12b-1) Fee | 0.00%(1) | 0.00%(1) | 0.00%(1) | |
Other Expenses | 0.48% | 0.44% | 0.42% | |
Total Annual Fund Operating Expenses | 0.88% | 0.84% | 0.82% | |
Fee Waivers and/or Expense Reimbursements | 0.05%(2) | 0.02%(3) | 0.00%(3) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.83% | 0.82% | 0.82% |
1 | The Fund has adopted a Distribution (12b-1) Plan for its SS class pursuant to which the SS class of the Fund may incur or charge a Distribution (12b-1) fee of up to a maximum amount of 0.05%. No such fee is currently incurred or charged by the SS class of the Fund. The SS class of the Fund will not incur or charge such a Distribution (12b-1) fee until such time as approved by the Fund‘s Board of Trustees (the “Trustees”). |
2 | Federated GNMA Trust's adviser and its affiliates on their own initiative have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding acquired fund fees and expenses, extraordinary expenses and proxy-related expenses paid by the Fund, if any) paid by the Fund's SS class (after the voluntary waivers and/or reimbursements) will not exceed 0.83% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) April 1, 2015, or (b) the date of the Fund's next effective prospectus. While the Fund's adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. |
3 | Federated Government Income Trust's adviser and its affiliates on their own initiative have agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding acquired fund fees and expenses, extraordinary expenses and proxy-related expenses paid by the Fund, if any) paid by the Fund's SS class (after the voluntary waivers and/or reimbursements) will not exceed 0.82% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) April 1, 2015, or (b) the date of the Fund's next effective prospectus. While the Fund's adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or the Fee Limit increased prior to the Termination Date with the agreement of the Trustees. If this Reorganization is approved, the Termination Date will be extended to up to, but not including the later of (a) December 1, 2015 or (b) the date of the Fund's next effective Prospectus. |
1 Year | 3 Years | 5 Years | 10 Years | |
Federated GNMA Trust – SS | $90 | $281 | $488 | $1,084 |
Federated Government Income Trust – SS | $86 | $268 | $466 | $1,037 |
Federated Government Income Trust – SS, Pro Forma Combined | $84 | $262 | $455 | $1,014 |
![](https://capedge.com/proxy/N-14/0001318148-14-001695/fgnmapro43496n14.jpg)
Federated GNMA Trust - | IS Class |
2004 | 3.69% |
2005 | 2.61% |
2006 | 3.88% |
2007 | 6.15% |
2008 | 6.95% |
2009 | 5.30% |
2010 | 5.66% |
2011 | 6.32% |
2012 | 1.70% |
2013 | -2.59% |
1 Year | 5 Years | 10 Years | |
Share Class | |||
IS: | |||
Return Before Taxes | (2.59)% | 3.22% | 3.93% |
Return After Taxes on Distributions | (3.56)% | 1.92% | 2.39% |
Return After Taxes on Distributions and Sale of Fund Shares | (1.46)% | 2.02% | 2.47% |
SS: | |||
Return Before Taxes | (2.65)% | 3.07% | 3.77% |
Barclays GNMA Index1 (reflects no deduction for fees, expenses or taxes) | (2.12)% | 3.99% | 4.69% |
Lipper GNMA Funds Average2 | (2.83)% | 4.06% | 4.10% |
1 | The Barclays GNMA Index is an unmanaged index comprised of all fixed securities mortgage pools by GNMA, including GNMA Graduated Payment Mortgages. |
2 | Lipper figures represent the average of the total returns reported by all mutual funds designated by Lipper, Inc., as falling into the respective category and is not adjusted to reflect any sales charges. These total returns are reported net of expenses and other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. |
![](https://capedge.com/proxy/N-14/0001318148-14-001695/fitpro43497n14.jpg)
Federated Income Trust - | IS Class |
2004 | 4.37% |
2005 | 1.99% |
2006 | 4.94% |
2007 | 6.10% |
2008 | 6.85% |
2009 | 5.67% |
2010 | 4.18% |
2011 | 4.92% |
2012 | 2.36% |
2013 | -1.71% |
Share Class | 1 Year | 5 Years | 10 Years |
IS: | |||
Return Before Taxes | (1.71)% | 3.05% | 3.94% |
Return After Taxes on Distributions | (2.82)% | 1.72% | 2.39% |
Return After Taxes on Distributions and Sale of Fund Shares | (0.97)% | 1.87% | 2.48% |
SS: | |||
Return Before Taxes | (1.90)% | 2.85% | 3.73% |
Barclays Mortgage-Backed Securities Index1 (reflects no deduction for fees, expenses or taxes) | (1.41)% | 3.69% | 4.61% |
Lipper U.S. Mortgage Funds Average2 | (1.44)% | 5.02% | 4.05% |
1 | The BMBS covers agency mortgage-backed, pass-through securities (both fixed-rate and hybrid ARM) issued by Ginnie Mae (GNMA), Fannie Mae (FNMA) and Freddie Mac (FHLMC). |
2 | Lipper figures represent the average of the total returns reported by all mutual funds designated by Lipper, Inc., as falling into the respective category and is not adjusted to reflect any sales charges. These total returns are reported net of expenses and other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. |
• | An investor participating in a wrap program or other fee-based program sponsored by a financial intermediary; |
• | An investor participating in a no-load network or platform sponsored by a financial intermediary where Federated has entered into an agreement with the intermediary; |
• | A Trustee/Director, employee or former employee of the Fund, the Adviser, the Distributor and their affiliates; an immediate family member of these individuals or a trust, pension or profit-sharing plan for these individuals; |
• | An employer-sponsored retirement plan; |
• | A trust institution investing on behalf of its trust customers; |
• | Additional sales to an investor (including a natural person) who owned IS and/or SS classes of the Fund as of December 31, 2008; |
• | A Federated Fund; |
• | An investor (including a natural person) who acquired IS and/or SS classes of a Federated fund pursuant to the terms of an agreement and plan of reorganization which permits the investor to acquire such shares; and |
• | In connection with an acquisition of an investment management or advisory business, or related investment services, products or assets, by Federated or its investment advisory subsidiaries, an investor (including a natural person) who: (1) becomes a client of an investment advisory subsidiary of Federated; or (2) is a shareholder or interest holder of a pooled investment vehicle or product that becomes advised or subadvised by a Federated investment advisory subsidiary as a result of such an acquisition other than as a result of a fund reorganization transaction pursuant to an agreement and plan of reorganization. |
• | An investor, other than a natural person, purchasing IS and/or SS classes directly from the Fund; and |
• | In connection with an initial purchase of IS and/or SS classes through an exchange, an investor (including a natural person) who owned SS classes of another Federated fund as of December 31, 2008. |
• | The total net and gross expenses of FGIT are lower than those of FGNMA. |
• | Despite the trailing performance of FGIT for certain periods, the Adviser believes FGIT's performance is generally competitive with that of FGNMA, and there is no anticipated decline in services to FGNMA shareholders as a result of the Reorganization. The range and quality of the services that FGNMA shareholders will receive as shareholders of FGIT will be comparable to the range and quality of services that they currently receive – both Funds are managed by the Adviser. |
• | Shareholders of FGNMA will gain more diversification as a result of the Reorganization because they will move to a product that, in addition to investing in securities issued by Ginnie Mae, invests in securities issued by Fannie Mae and Freddie Mac, which are government-sponsored enterprises. Securities issued by Fannie Mae and Freddie Mac typically offer a yield premium over securities issued by Ginnie Mae. |
• | The Adviser will pay the direct and indirect expenses of the Reorganization (consisting primarily of legal and accounting fees but excluding brokerage fees), except that FGNMA is being asked to pay the direct proxy expenses (e.g., mailing, processing, tabulation, printing and solicitation costs and expenses) associated with the Reorganization estimated at $71,023. |
• | Given the waiver position of FGNMA, and the fact that FGNMA is being operated at its applicable voluntary expense cap, the Adviser and its affiliates will indirectly pay most or all of the expenses that FGNMA is being requested to pay. |
• | There will be no dilution to shareholders in the transaction, because each FGNMA shareholder will become the owner of shares of FGIT having a total net asset value equal to the total net asset value of his or her holdings in FGNMA on the date of the Reorganization. |
Fund | Total Net Assets | Shares Outstanding | Net Asset Value Per Share |
Federated GNMA Trust – Institutional Shares | $281,925,179 | 25,518,578 | $11.05 |
Reorganization costs1- Share Adjustment | (62,529) | 1,873,322 | |
Federated Government Income Trust –Institutional Shares | 319,949,177 | 31,099,593 | $10.29 |
Federated Government Income Trust, Pro Forma Combined–Institutional Shares | $601,811,827 | 58,491,493 | $10.29 |
Federated GNMA Trust –Service Shares | $38,297,456 | 3,466,286 | $11.05 |
Reorganization costs1–Share Adjustment | (8,494) | 254,702 | |
Federated Government Income Trust–Service Shares | 26,596,575 | 2,585,198 | $10.29 |
Federated Government IncomeTrust, Pro Forma Combined–Service Shares | $64,885,537 | 6,306,186 | $10.29 |
1 | Adjustment to reflect estimated proxy expenses to be paid by Federated GNMA Trust. |
• | the Reorganization as set forth in the Plan will constitute a tax-free reorganization under section 368(a) of the Code, and FGNMA and FGIT each will be a “party to a reorganization” within the meaning of section 368(b) of the Code; |
• | no gain or loss will be recognized by FGIT upon its receipt of FGNMA's assets in exchange for Shares of FGIT; |
• | no gain or loss will be recognized by FGNMA upon transfer of its assets to FGIT solely in exchange for the Shares of FGIT or upon the distribution of FGIT Shares to FGNMA's shareholders in exchange for their FGNMA Shares; |
• | no gain or loss will be recognized by shareholders of FGNMA upon exchange of their FGNMA Shares for FGIT Shares; |
• | the tax basis of the assets of FGNMA in the hands of FGIT will be the same as the tax basis of such assets to FGNMA immediately prior to the Reorganization; |
• | the aggregate tax basis of FGIT Shares received by each shareholder of FGNMA pursuant to the Reorganization will be the same as the aggregate tax basis of the Shares of FGNMA held by such shareholder immediately prior to the Reorganization; |
• | the holding period of FGIT's Shares received by each shareholder of FGNMA will include the period during which FGNMA's Shares exchanged therefore were held by such shareholder, provided the Shares of FGNMA were held as capital assets on the date of the Reorganization; and |
• | the holding period of the assets of FGNMA in the hands of FGIT will include the period during which those assets were held by FGNMA. |
CATEGORY | SHAREHOLDER RIGHTS FGIT | SHAREHOLDER RIGHTS FGNMA |
Preemptive Rights | None | Same |
Preferences | None | Same |
Appraisal Rights | None | Same |
Conversion Rights | None | Same |
Exchange Rights (other than the right to exchange for shares of the same class of other Federated mutual funds as provided in the prospectuses of FGIT and FGNMA) | None | Same |
Minimum Account Size | Institutional Shares and Service Shares $1,000,000 As provided in the Fund's Prospectus | Same |
Annual Meeting | Not required | Same |
Right to Call Shareholder Meetings | Special meetings of the shareholders may be called by the Secretary whenever ordered by the Trustees, the Chairman or requested in writing by the holder or holders of at least one-tenth of the outstanding shares of the Trust or of the relevant Series or Class entitled to vote. If the Secretary, when so ordered or requested, refuses or neglects for more than two days to call such special meeting, the Trustees, Chairman or the Shareholders so requesting may, in the name of the Secretary, call the meeting by giving notice thereof in the manner required when notice is given by the Secretary. | Same |
Notice of Meeting | Notice must be given by the Secretary of the Trust at least fifteen days before the meeting. | Same |
Record Date for Meetings | A period not exceeding sixty (60) days preceding the date of any meeting of shareholders of the Trust or such Series or Class. | Same |
Quorum for Meetings | Except as otherwise provided by law to constitute a quorum for the transaction of any business at any meeting of the Shareholders, there must be present, in person or by proxy, holders of one-fourth of the total number of Shares of all Series or Classes of the Trust then outstanding and entitled to vote at such meeting. When any one or more Series or Classes is entitled to vote as a single Series or Class, more than fifty percent of the shares of each such Series or Class entitled to vote shall constitute a quorum at a Shareholders' meeting of that Series or Class. | Same |
CATEGORY | SHAREHOLDER RIGHTS FGIT | SHAREHOLDER RIGHTS FGNMA |
Vote Required for Election of Trustees | On a date fixed by the Trustees, which shall be subsequent to the initial public offering of Shares of the Trust, the Shareholders shall elect Trustees. | Same |
Adjournment of Meetings | If a quorum shall not be present for the purpose of any vote that may properly come before the meeting, the Shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the Shares present entitled to vote on such matter may by vote adjourn the meeting from time to time to be held at the same place and without further notice than by announcement to be given at the meeting until a quorum, as defined above, entitled to vote on such matter shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened. | Same |
Removal of Trustees by Shareholders | A Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees | Same |
Personal Liability of Officers and Trustees | The Trust will indemnify Trustees and others of the Trust against liabilities and expenses that are incurred by virtue of having been a Trustee or Officer. However, Trustees and officers of the Trust will be liable for their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee or officer, as the case may be, and for nothing else. | Same |
Personal Liability of Shareholders | No Trustee, Officer, employee or agent of the Trust shall have the power to bind any other Trustee, Officer, employee or agent of the Trust personally. The Trustees, Officers, employees or agents of the Trust in incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection with the Trust are, and each shall be deemed to be, acting as Trustee, Officer, employee or agent of the Trust and not in his own individual capacity. | Same |
Right of Inspection | The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust maintained on behalf of each Series and Class or any of them shall be open to the inspection of the Shareholders of any Series or Class; and no Shareholder shall have any right to inspect any account or book or document of the Trust except that, to the extent such account or book or document relates to the Series or Class in which he is a Shareholder or the Trust generally, such Shareholder shall have such right of inspection as conferred by laws or authorized by the Trustees or by resolution of the Shareholders of the Trust or of the relevant Series or Class, as the case may be. | Same |
Number of Authorized Shares; Par Value | Unlimited; No Par Value | Same |
Name of Fund | Share Class | Outstanding Shares |
Federated GNMA Trust | Institutional Shares | |
Service Shares |
Title of Class | Name and Address | Shares | Percentage of Shares |
Federated GNMA Trust –Institutional Shares | |||
Federated GNMA Trust –Service Shares | |||
Name of Fund | Share Class | Outstanding Shares |
Federated Government Income Trust | Institutional Shares | |
Service Shares |
Title of Class | Name and Address | Shares | Percentage of Shares |
Federated Government Income Trust–Institutional Shares | |||
Federated Government Income Trust –Service Shares | |||
![](https://capedge.com/proxy/N-14/0001318148-14-001695/jwmcgonigle.jpg)
Secretary
SHARES AND LIQUIDATION AND DISSOLUTION OF THE ACQUIRED FUND
1.1 | THE EXCHANGE. Subject to the terms and conditions contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all or substantially all of its assets, as set forth in paragraph 1.2, to the Acquiring Fund. In exchange, the Acquiring Fund agrees to deliver to the Acquired Fund the number of full and fractional shares of each class of Acquiring Fund Shares determined by multiplying (a) the outstanding shares of each class of the Acquired Fund Shares by (b) the ratio computed by dividing (x) the net asset value per share of such class of the Acquired Fund Shares by (y) the net asset value per share of the corresponding class of Acquiring Fund Shares computed in the manner and as of the time and date set forth in paragraph 2.2. Holders of the Acquired Fund Shares will receive the corresponding class of Acquiring Fund Shares in exchange for their Acquired Fund Shares. Such transactions shall take place at the closing on the Closing Date provided for in paragraph 3.1. |
1.2 | ASSETS TO BE ACQUIRED. The assets of the Acquired Fund to be acquired by the Acquiring Fund shall consist of property having a value equal to the total net assets of the Acquired Fund, including, without limitation, cash, securities, commodities, interests in futures and dividends or interest receivable, owned by the Acquired Fund. The assets to be acquired by the Acquiring Fund shall not include any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date, to the extent that they do not have continuing value to the Acquiring Fund. |
1.3 | LIABILITIES TO BE DISCHARGED. The Acquired Fund will discharge all of its liabilities and obligations prior to the Closing Date. |
1.4 | LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the “Acquired Fund Shareholders”), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding Acquired Fund Shares will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its dissolution and termination. |
1.5 | OWNERSHIP OF SHARES. Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund's transfer agent. Acquiring Fund Shares will be issued simultaneously to the Acquired Fund, in an amount equal in value to the aggregate net asset value of the Acquired Fund Shares, to be distributed to Acquired Fund Shareholders. |
1.6 | TRANSFER TAXES. Any transfer taxes payable upon the issuance of Acquiring Fund Shares in a name other than the registered holder of the Acquired Fund Shares on the books of the Acquired Fund as of that time shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred. |
1.7 | REPORTING RESPONSIBILITY. Any reporting responsibility of the Acquired Fund is and shall remain the responsibility of the Acquired Fund. |
1.8 | TERMINATION. The Acquired Fund shall be dissolved and terminated promptly following the Closing Date and the making of all distributions pursuant to paragraph 1.4. |
1.9 | BOOKS AND RECORDS. All books and records of the Acquired Fund, including all books and records required to be maintained under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder, shall be available to the Acquiring Fund from and after the Closing Date and shall be turned over to the Acquiring Fund as soon as practicable following the Closing Date. |
2.1 | VALUATION OF ASSETS. The value of the Acquired Fund's assets to be acquired by the Acquiring Fund hereunder shall be the value of such assets at the closing on the Closing Date, after the declaration and payment of any dividends and/or other distributions on that date, using the valuation procedures set forth in the Acquiring Fund Registrant's Declaration of Trust and the Acquiring Fund's then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the parties (and approved by the respective Boards of Trustees (“Board”) of the Acquiring Fund and Acquired Fund). |
2.2 | VALUATION OF SHARES. The net asset value per share of each class of Acquiring Fund Shares shall be the net asset value per share of such class of Acquiring Fund Shares computed at the closing on the Closing Date, using the valuation procedures set forth in the Acquiring Fund Registrant's Declaration of Trust and the Acquiring Fund's then current prospectus and statement of additional information, or such other valuation procedures as shall be mutually agreed upon by the parties (and approved by their respective Boards). |
2.3 | SHARES TO BE ISSUED. The number of shares of each class of Acquiring Fund Shares to be issued (including fractional shares, if any) in exchange for the Acquired Fund's assets to be acquired by the Acquiring Fund pursuant to this Agreement shall be determined in accordance with paragraph 1.1. |
2.4 | DETERMINATION OF VALUE. All computations of value shall be made by State Street Bank and Trust Company, on behalf of the Acquiring Fund and the Acquired Fund. |
a) | The Acquired Fund is a statutory trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts. |
b) | The Acquired Fund Registrant is registered as an open-end management investment company under the 1940 Act, the Acquired Fund Registrant's registration with the Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act is in full force and effect, and the Acquired Fund's shares are registered under the Securities Act of 1933, as amended (“1993 Act”), and such registration has not been revoked or rescinded and is in full force and effect. |
c) | The current prospectus and statement of additional information of the Acquired Fund conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act, and the rules and regulations thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. |
d) | The Acquired Fund is not in violation of, and the execution, delivery, and performance of this Agreement (subject to shareholder approval) will not result in the violation of, any provision of the Acquired Fund Registrant's Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound. |
e) | The Acquired Fund has no material contracts or other commitments (other than this Agreement) that will be terminated with liability to it before the Closing Date, except for liabilities, if any, to be discharged as provided in paragraph 1.3 hereof. All contracts of the Acquired Fund will be terminated with respect to the Acquired Fund as of the Closing Date (including any such contracts with affiliated persons of the Acquired Fund). |
f) | Except as otherwise disclosed in writing to and accepted by the Acquiring Fund, no litigation, administrative proceeding, or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquired Fund or any of its properties or assets. Any such litigation, if adversely determined, would not materially and adversely affect the Acquired Fund's financial condition, the conduct of its business, or the ability of the Acquired Fund to carry out the transactions contemplated by this Agreement. The Acquired Fund knows of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated herein. |
g) | The audited financial statements of the Acquired Fund as of January 31, 2014, and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, 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 date, and there are no known contingent liabilities of the Acquired Fund as of such date that are not disclosed in such statements. |
h) | Since the date of the financial statements referred to in sub-paragraph (g) above, there have been no material adverse changes 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, except as otherwise disclosed to and accepted by the Acquiring Fund. For the purposes of this sub-paragraph (h), a decline in the net asset value of the Acquired Fund shall not constitute a material adverse change. |
i) | As of the date hereof, except as previously disclosed to the Acquiring Fund in writing, and except as have been corrected as required by applicable law, and to the best of the Acquired Fund's knowledge, there have been no material miscalculations of the net asset value of the Acquired Fund or the net asset value per share of any class or series of shares during the twelve-month period preceding the date hereof and preceding the Closing Date, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act. |
j) | The minute books and other similar records of the Acquired Fund as made available to the Acquiring Fund prior to the execution of this Agreement contain a true and complete record of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of the Acquired Fund and of the Acquired Fund, the Acquired Fund's Board and committees of the Acquired Fund's Board. The stock transfer ledgers and other similar records of the Acquired Fund as made available to the Acquiring Fund prior to the execution of this Agreement, and as existing on the Closing Date, accurately reflect all record transfers prior to the execution of this Agreement, or the Closing Date, as applicable, in the Acquired Fund Shares. |
k) | The Acquired Fund has maintained, or caused to be maintained on its behalf, all books and records required of a registered investment company in compliance with the requirements of Section 31 of the 1940 Act and rules thereunder. |
l) | All federal and other tax returns and reports of the Acquired Fund required by law to be filed have been filed, and all federal and other taxes shown due on such returns and reports have been paid, or provision shall have been made for the payment thereof. 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. |
m) | All issued and outstanding Acquired Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable by the Acquired Fund. All of the issued and outstanding Acquired Fund Shares will, at the time of the Closing Date, be held by the persons and in the amounts set forth in the records of the Acquired Fund's transfer agent as provided in paragraph 3.4. The Acquired Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any of the Acquired Fund Shares, and has no outstanding securities convertible into any of the Acquired Fund Shares. |
n) | At the Closing Date, the Acquired Fund will have good and marketable title to the Acquired Fund's assets to be transferred to the Acquiring Fund pursuant to paragraph 1.2, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, free of any lien or other encumbrance, except those liens or encumbrances to which the Acquiring Fund has received notice, and, upon delivery and payment for such assets, and the filing of any articles, certificates or other documents under the laws of the Commonwealth of Massachusetts, the Acquiring Fund will acquire good and marketable title, subject to no restrictions on the full transfer of such assets, other than such restrictions as might arise under the 1933 Act, and other than as disclosed to and accepted by the Acquiring Fund. |
o) | The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquired Fund. Subject to approval by the Acquired Fund Shareholders, this Agreement constitutes a valid and binding obligation of the Acquired Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles. |
p) | The information to be furnished by the Acquired Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. |
q) | From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquired Fund Registrant with respect to the Acquired Fund for use in the Proxy Materials (as defined in paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. |
r) | The Acquired Fund has qualified and elected to be treated as a “regulated investment company” under the Code (a “RIC”), as of and since its first taxable year; and qualifies and will continue to qualify as a RIC under the Code for its taxable year ending upon the Closing Date. |
s) | No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act or Commonwealth of Massachusetts law for the execution of this Agreement by the Acquired Fund Registrant, for itself and on behalf of the Acquired Fund, or the performance of the Agreement by the Acquired Fund Registrant, for itself and on behalf of the Acquired Fund, except, in each case, for (i) the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under Commonwealth of Massachusetts law, (ii) such other consents, approvals, authorizations and filings as have been made or received, and (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the shareholders of the Acquired Fund as described in paragraph 5.2. |
t) | The Acquired Fund, and the Acquired Fund Registrant with respect to the Acquired Fund, has complied and is in compliance in all material respects with the investment policies and restrictions set forth in its registration statement currently in effect. The value of the net assets of the Acquired Fund has been determined and is being determined using portfolio valuation methods that comply in all material respects with the methods described in its registration statement and the requirements of the 1940 Act. There are no legal or governmental actions, investigations, inquiries, or proceedings pending or, to the knowledge of the Acquired Fund, threatened against the Acquired Fund, or the Acquired Fund Registrant with respect to the Acquired Fund, that would question the right, power or capacity of (a) the Acquired Fund to conduct its business as conducted now or at any time in the past, or (b) the Acquired Fund Registrant's ability to enter into this Agreement on behalf of the Acquired Fund or the Acquired Fund's ability to consummate the transactions contemplated by this Agreement. |
4.2 | REPRESENTATIONS OF THE ACQUIRING FUND. The Acquiring Fund Registrant, on behalf of the Acquiring Fund, represents and warrants to the Acquired Fund Registrant, on behalf of the Acquired Fund, as follows: |
a) | The Acquiring Fund is a statutory trust duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts. |
b) | The Acquiring Fund Registrant is registered as an open-end management investment company under the 1940 Act, the Acquiring Fund Registrant's registration with the Commission as an investment company under the 1940 Act is in full force and effect, and the Acquiring Fund's shares are registered under the 1933 Act and such registration has not been revoked or rescinded and is in full force and effect. |
c) | 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 thereunder, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make such statements therein, in light of the circumstances under which they were made, not misleading. |
d) | The Acquiring Fund is not in violation of, and the execution, delivery and performance of this Agreement will not, result in a violation of, the Acquiring Fund Registrant's Declaration of Trust or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound. |
e) | Except as otherwise disclosed in writing to the Acquired Fund, no litigation, administrative proceeding or investigation of or before any court or governmental body is presently pending or to its knowledge threatened against the Acquiring Fund or any of its properties or assets. Any such litigation, if adversely determined, would not materially and adversely affect its financial condition, the conduct of its business or the ability of the Acquiring Fund to carry out the transactions contemplated by this Agreement. The Acquiring Fund knows of no facts that might form the basis for the institution of such proceedings and it is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transaction contemplated herein. |
f) | The audited financial statements of the Acquiring Fund as of January 31, 2014 and for the fiscal year then ended have been prepared in accordance with generally accepted accounting principles, 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 date, and there are no known contingent liabilities of the Acquiring Fund as of such date that are not disclosed in such statements. |
g) | Since the date of the financial statements referred to in sub-paragraph (f) above, there have been no material adverse changes 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 otherwise disclosed to and accepted by the Acquired Fund. For the purposes of this sub-paragraph (g), a decline in the net asset value of the Acquiring Fund shall not constitute a material adverse change. |
h) | All federal and other tax returns and reports of the Acquiring Fund required by law to be filed have been filed, and all federal and other taxes shown due on such returns and reports have been paid, or provision shall have been made for the payment thereof. 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. |
i) | All issued and outstanding Acquiring Fund Shares are duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring Fund. The Acquiring Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any Acquiring Fund Shares, and there are no outstanding securities convertible into any Acquiring Fund Shares. |
j) | The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Acquiring Fund. This Agreement constitutes a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors' rights and to general equity principles. |
k) | Acquiring Fund Shares to be issued and delivered to the Acquired Fund for the account of the Acquired Fund Shareholders pursuant to the terms of this Agreement will, at the Closing Date, have been duly authorized. When so issued and delivered, such shares will be duly and validly issued Acquiring Fund Shares, and will be fully paid and non-assessable. |
l) | The information to be furnished by the Acquiring Fund for use in no-action letters, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. |
m) | From the effective date of the Registration Statement (as defined in paragraph 5.7), through the time of the meeting of the Acquired Fund Shareholders and on the Closing Date, any written information furnished by the Acquiring Fund Registrant with respect to the Acquiring Fund for use in the Proxy Materials (as defined in paragraph 5.7), or any other materials provided in connection with the Reorganization, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. |
n) | The Acquiring Fund has qualified and elected to be treated as a RIC under the Code as of and since its first taxable year; and qualifies and shall continue to qualify as a RIC under the Code for its current taxable year. |
o) | No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the 1934 Act, the 1940 Act or Commonwealth of Massachusetts law for the execution of this Agreement by the Acquiring Fund Registrant, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund Registrant, for itself and on behalf of the Acquiring Fund, except, in each case, for (i) the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under Commonwealth of Massachusetts law, (ii) such other consents, approvals, authorizations and filings as have been made or received, and (iii) such consents, approvals, authorizations and filings as may be required subsequent to the Closing Date. |
p) | The Acquiring Fund agrees to use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act, and any state Blue Sky or securities laws as it may deem appropriate in order to continue its operations after the Closing Date. |
ACQUIRING FUND AND ACQUIRED FUND
a) | The transfer of all or substantially all of the Acquired Fund's assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares (followed by the distribution of Acquiring Fund Shares to the Acquired Fund Shareholders in dissolution and liquidation of the Acquired Fund) will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each 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 Acquiring Fund Shares. |
c) | No gain or loss will be recognized by the Acquired Fund upon the transfer of the Acquired Fund's assets to the Acquiring Fund solely in exchange for Acquiring Fund Shares or upon the distribution (whether actual or constructive) of Acquiring Fund Shares to Acquired Fund Shareholders in exchange for their Acquired Fund Shares. |
d) | No gain or loss will be recognized by any Acquired Fund Shareholder upon the exchange of its Acquired Fund Shares for Acquiring Fund Shares. |
e) | The aggregate tax basis of the Acquiring Fund Shares received by each Acquired Fund Shareholder pursuant to the Reorganization will be the same as the aggregate tax basis of the Acquired Fund Shares held by such Acquired Fund Shareholder immediately prior to the Reorganization. The holding period of Acquiring Fund Shares received by each Acquired Fund Shareholder will include the period during which the Acquired Fund Shares exchanged therefor were held by such shareholder, provided the Acquired Fund Shares are held as capital assets at the time of the Reorganization. |
f) | The tax basis of the Acquired Fund's 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. 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. |
LIMITATION OF LIABILITY
By: |
Name: John W. McGonigle |
Title: Secretary |
By: |
Title: Secretary |
Six Months Ended (unaudited) 7/31/2014 | Year Ended January 31, | |||||
2014 | 2013 | 2012 | 2011 | 2010 | ||
Net Asset Value, Beginning of Period | $11.05 | $11.36 | $11.55 | $11.27 | $11.24 | $11.02 |
Income From Investment Operations: | ||||||
Net investment income | 0.13 | 0.211 | 0.271 | 0.361 | 0.421 | 0.491 |
Net realized and unrealized gain (loss) on investments and futures contracts | 0.02 | (0.26) | (0.15) | 0.33 | 0.08 | 0.24 |
TOTAL FROM INVESTMENT OPERATIONS | 0.15 | (0.05) | 0.12 | 0.69 | 0.50 | 0.73 |
Less Distributions: | ||||||
Distributions from net investment income | (0.15) | (0.26) | (0.31) | (0.41) | (0.47) | (0.51) |
Net Asset Value, End of Period | $11.05 | $11.05 | $11.36 | $11.55 | $11.27 | $11.24 |
Total Return2 | 1.40% | (0.45)% | 1.06% | 6.26% | 4.49% | 6.77% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.67%3 | 0.67% | 0.67% | 0.66% | 0.68% | 0.65% |
Net investment income | 2.41%3 | 1.92% | 2.38% | 3.11% | 3.72% | 4.39% |
Expense waiver/reimbursement5 | 0.03%3 | 0.01% | 0.00%4 | 0.00%4 | 0.00%4 | 0.00%4 |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $281,925 | $326,994 | $435,289 | $447,739 | $432,317 | $393,046 |
Portfolio turnover | 62% | 265% | 257% | 181% | 173% | 81% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 5% | 114% | 133% | 29% | 68% | 39% |
1 | Per share numbers have been calculated using the average shares method. |
2 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
3 | Computed on an annualized basis. |
4 | Represents less than 0.01%. |
5 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
Six Months Ended (unaudited) 7/31/2014 | Year Ended January 31, | |||||
2014 | 2013 | 2012 | 2011 | 2010 | ||
Net Asset Value, Beginning of Period | $11.05 | $11.37 | $11.55 | $11.27 | $11.24 | $11.02 |
Income From Investment Operations: | ||||||
Net investment income | 0.13 | 0.201 | 0.251 | 0.341 | 0.411 | 0.471 |
Net realized and unrealized gain (loss) on investments and futures contracts | 0.02 | (0.28) | (0.14) | 0.34 | 0.07 | 0.24 |
TOTAL FROM INVESTMENT OPERATIONS | 0.15 | (0.08) | 0.11 | 0.68 | 0.48 | 0.71 |
Less Distributions: | ||||||
Distributions from net investment income | (0.15) | (0.24) | (0.29) | (0.40) | (0.45) | (0.49) |
Net Asset Value, End of Period | $11.05 | $11.05 | $11.37 | $11.55 | $11.27 | $11.24 |
Total Return2 | 1.32% | (0.70)% | 0.99% | 6.09% | 4.32% | 6.58% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.83%3 | 0.83% | 0.83% | 0.82% | 0.84% | 0.83% |
Net investment income | 2.25%3 | 1.76% | 2.21% | 2.96% | 3.57% | 4.19% |
Expense waiver/reimbursement5 | 0.07%3 | 0.05% | 0.02% | 0.00%4 | 0.01% | 0.07% |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $38,297 | $40,178 | $58,819 | $54,080 | $57,165 | $84,946 |
Portfolio turnover | 62% | 265% | 257% | 181% | 173% | 81% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 5% | 114% | 133% | 29% | 68% | 39% |
1 | Per share numbers have been calculated using the average shares method. |
2 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
3 | Computed on an annualized basis. |
4 | Represents less than 0.01%. |
5 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
Six Months Ended (unaudited) 7/31/2014 | Year Ended January 31, | |||||
2014 | 2013 | 2012 | 2011 | 2010 | ||
Net Asset Value, Beginning of Period | $10.28 | $10.54 | $10.70 | $10.55 | $10.69 | $10.44 |
Income From Investment Operations: | ||||||
Net investment income | 0.12 | 0.241 | 0.281 | 0.341 | 0.371 | 0.42 |
Net realized and unrealized gain (loss) on investments and futures contracts | 0.03 | (0.23) | (0.12) | 0.21 | (0.09) | 0.30 |
TOTAL FROM INVESTMENT OPERATIONS | 0.15 | 0.01 | 0.16 | 0.55 | 0.28 | 0.72 |
Less Distributions: | ||||||
Distributions from net investment income | (0.14) | (0.27) | (0.32) | (0.40) | (0.42) | (0.47) |
Net Asset Value, End of Period | $10.29 | $10.28 | $10.54 | $10.70 | $10.55 | $10.69 |
Total Return2 | 1.49% | 0.12% | 1.53% | 5.29% | 2.68% | 7.07% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.62%3 | 0.62% | 0.62% | 0.62% | 0.62% | 0.62% |
Net investment income | 2.41%3 | 2.28% | 2.58% | 3.19% | 3.45% | 3.92% |
Expense waiver/reimbursement4 | 0.09%3 | 0.08% | 0.07% | 0.08% | 0.08% | 0.08% |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $319,949 | $347,131 | $467,918 | $496,274 | $539,486 | $558,340 |
Portfolio turnover | 75% | 178% | 207% | 171% | 156% | 169% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 12% | 68% | 51% | 38% | 37% | 34% |
1 | Per share numbers have been calculated using the average shares method. |
2 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
3 | Computed on an annualized basis. |
4 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
Six Months Ended (unaudited) 7/31/2014 | Year Ended January 31, | |||||
2014 | 2013 | 2012 | 2011 | 2010 | ||
Net Asset Value, Beginning of Period | $10.28 | $10.54 | $10.70 | $10.55 | $10.69 | $10.44 |
Income From Investment Operations: | ||||||
Net investment income | 0.11 | 0.221 | 0.261 | 0.321 | 0.351 | 0.40 |
Net realized and unrealized gain (loss) on investments and futures contracts | 0.03 | (0.23) | (0.12) | 0.21 | (0.09) | 0.30 |
TOTAL FROM INVESTMENT OPERATIONS | 0.14 | (0.01) | 0.14 | 0.53 | 0.26 | 0.70 |
Less Distributions: | ||||||
Distributions from net investment income | (0.13) | (0.25) | (0.30) | (0.38) | (0.40) | (0.45) |
Net Asset Value, End of Period | $10.29 | $10.28 | $10.54 | $10.70 | $10.55 | $10.69 |
Total Return2 | 1.38% | (0.06)% | 1.33% | 5.09% | 2.49% | 6.87% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.82%3 | 0.82% | 0.82% | 0.82% | 0.81% | 0.82% |
Net investment income | 2.21%3 | 2.08% | 2.40% | 3.00% | 3.27% | 3.73% |
Expense waiver/reimbursement5 | 0.01%3 | 0.00% | 0.00%4 | 0.01% | 0.01% | 0.06% |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $26,597 | $27,209 | $37,172 | $47,648 | $65,163 | $72,536 |
Portfolio turnover | 75% | 178% | 207% | 171% | 156% | 169% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 12% | 68% | 51% | 38% | 37% | 34% |
1 | Per share numbers have been calculated using the average shares method. |
2 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
3 | Computed on an annualized basis. |
4 | Represents less than 0.01%. |
5 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
1 | Please see the footnotes to the line graph under “Fund Performance and Growth of a $10,000 Investment” below for the definition of, and more information about, the BGNMA. |
2 | Please see the footnotes to the line graph under “Fund Performance and Growth of a $10,000 Investment” below for the definition of, and more information about, the LGNMAFA. |
3 | Duration is a measure of a security's price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than other securities of shorter durations. |
4 | Bond prices are sensitive to changes in interest rates, and a rise in interest rates can cause a decline in their prices. |
5 | The value of some mortgage-backed securities may be particularly sensitive to changes in the prevailing interest rates, and although the securities are generally supported by some form of government or private insurance, there is no assurance that private guarantors or insurers will meet their obligations. |
![](https://capedge.com/proxy/N-14/0001318148-14-001695/fgnmaar30068n14.jpg)
Federated GNMA Trust - | Institutional Shares | Service Shares | BGNMA | LGNMAFA |
F | F | I | I | |
1/31/2004 | 10,000 | 10,000 | 10,000 | 10,000 |
1/31/2005 | 10,390 | 10,373 | 10,442 | 10,328 |
1/31/2006 | 10,627 | 10,594 | 10,751 | 10,534 |
1/31/2007 | 11,000 | 10,949 | 11,210 | 10,907 |
1/31/2008 | 11,881 | 11,809 | 12,196 | 11,798 |
1/31/2009 | 12,474 | 12,380 | 12,926 | 12,240 |
1/31/2010 | 13,319 | 13,194 | 13,802 | 13,392 |
1/31/2011 | 13,917 | 13,763 | 14,537 | 14,045 |
1/31/2012 | 14,788 | 14,601 | 15,731 | 14,992 |
1/31/2013 | 14,945 | 14,745 | 15,973 | 15,242 |
1/31/2014 | 14,877 | 14,642 | 16,013 | 15,143 |
1 Year | 5 Years | 10 Years | |
Institutional Shares | -0.45% | 3.59% | 4.05% |
Service Shares | -0.70% | 3.41% | 3.89% |
BGNMA | 0.25% | 4.38% | 4.82% |
LGNMAFA | -0.65% | 4.34% | 4.23% |
1 | The Fund's performance assumes the reinvestment of all dividends and distributions. The BGNMA and the LGNMAFA have been adjusted to reflect reinvestment of dividends on securities in the index and the average. The BGNMA Index is an index comprised of all fixed securities mortgage pools by GNMA, including GNMA Graduated Payment Mortgages. The BGNMA is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The BGNMA is unmanaged, and unlike the Fund, is not affected by cash flows. It is not possible to invest directly in an index or average. |
2 | Lipper figures represent the average of the total returns reported by all mutual funds designated by Lipper, Inc., as falling into the respective category and is not adjusted to reflect any sales charges. These total returns are reported net of expenses and other fees that the SEC requires to be reflected in a mutual fund's performance. |
1 | Please see the footnotes to the line graph under “Fund Performance and Growth of a $10,000 Investment” below for the definition of, and more information about, the BMBS. |
2 | Please see the footnotes to the line graph under “Fund Performance and Growth of a $10,000 Investment” below for the definition of, and more information about, the LUSMFA. |
3 | Duration is a measure of a security's price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than other securities of shorter durations. |
4 | Bond prices are sensitive to changes in interest rates, and a rise in interest rates can cause a decline in their prices. |
5 | The value of some mortgage-backed securities may be particularly sensitive to changes in the prevailing interest rates, and although the securities are generally supported by some form of government or private insurance, there is no assurance that private guarantors or insurers will meet their obligations. |
![](https://capedge.com/proxy/N-14/0001318148-14-001695/fgitar30081na.jpg)
Federated Government Income Trust - | Institutional Shares | Service Shares | BMBS | LUSMFA |
F | F | I | I | |
1/31/2004 | 10,000 | 10,000 | 10,000 | 10,000 |
1/31/2005 | 10,417 | 10,396 | 10,460 | 10,375 |
1/31/2006 | 10,606 | 10,563 | 10,711 | 10,563 |
1/31/2007 | 11,112 | 11,043 | 11,242 | 11,005 |
1/31/2008 | 11,983 | 11,885 | 12,232 | 11,770 |
1/31/2009 | 12,600 | 12,472 | 13,037 | 11,689 |
1/31/2010 | 13,491 | 13,329 | 13,961 | 12,935 |
1/31/2011 | 13,852 | 13,660 | 14,525 | 13,643 |
1/31/2012 | 14,585 | 14,355 | 14,485 | 14,491 |
1/31/2013 | 14,809 | 14,546 | 15,743 | 15,007 |
1/31/2014 | 14,827 | 14,536 | 15,842 | 15,040 |
1 Year | 5 Years | 10 Years | |
Institutional Shares | 0.12% | 3.31% | 4.02% |
Service Shares | -0.06% | 3.11% | 3.81% |
BMBS | 0.63% | 3.98% | 4.71% |
LUSMFA | 0.22% | 5.17% | 4.14% |
1 | The Fund's performance assumes the reinvestment of all dividends and distributions. The BMBS and the LUSMFA have been adjusted to reflect reinvestment of dividends on securities in the index and the average. The BMBS covers agency mortgage-backed pass-through securities (both fixed-rate and hybrid ARM) issued by Ginnie Mae (GNMA), Fannie Mae (FNMA) and Freddie Mac (FHLMC). The index is not adjusted to reflect sales loads, expenses or other fees that the Securities and Exchange Commission (SEC) requires to be reflected in the Fund's performance. The index is unmanaged and, unlike the Fund, is not affected by cash flows. It is not possible to invest directly in an index or average. |
2 | Lipper figures represent the average of the total returns reported by all mutual funds designated by Lipper, Inc., as falling into the respective category and is not adjusted to reflect any sales charges. These total returns are reported net of expenses and other fees that the SEC requires to be reflected in a mutual fund's performance. |
![](https://capedge.com/proxy/N-14/0001318148-14-001695/fedlogok.jpg)
4000 Ericsson Drive
Warrendale, PA 15086-7561
or call 1-800-341-7400.
CUSIP 314184201
Q452318 (11/14)
2014 ©Federated Investors, Inc.
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
Telephone No: 1-800-341-7400
4000 Ericsson Drive
Warrendale, Pennsylvania 15086-7561
Telephone No: 1-800-341-7400
1. | Prospectus of Federated GNMA Trust dated March 31, 2014; |
2. | Statement of Additional Information of Federated GNMA Trust, dated March 31, 2014. |
3. | Prospectus of Federated Government Income Trust dated March 31, 2014, revised November 3, 2014; |
4. | Statement of Additional Information of Federated Government Income Trust, dated March 31, 2014, revised November 3, 2014. |
5. | Audited Financial Statements of Federated GNMA Trust, dated January 31, 2014. |
6. | Audited Financial Statements of Federated Government Income Trust, dated January 31, 2014. |
7. | Unaudited Financial Statements of Federated GNMA Trust, July 31, 2014. |
8. | Unaudited Financial Statements of Federated Government Income Trust, dated July 31, 2014. |
Federated GNMA Trust | Federated Government Income Trust | Federated Government Income Trust Pro Forma Combined | Federated GNMA Trust | Federated Government Income Trust | Federated Government Income Trust Pro Forma Combined | ||
Principal Amount | Value | ||||||
MORTGAGE-BACKED SECURITIES—97.6%1 | |||||||
Federated Home Loan Mortgage Corporation—12.3% | |||||||
$- | $22,018,357 | $22,018,357 | 2 | 3.000%, 3/1/2028 - 8/1/2044 | $- | $22,035,360 | $22,035,360 |
- | 8,151,273 | 8,151,273 | 3.500%. 11/1/2025 - 6/1 - 2032 | - | 8,502,573 | 8,502,573 | |
- | 2,695,503 | 2,695,503 | 4.000%, 8/1/2025 | - | 2,865,433 | 2,865,433 | |
- | 17,435,512 | 17,435,512 | 4.500%, 6/1/2019 - 9/1/2040 | - | 18,687,327 | 18,687,327 | |
- | 12,982,275 | 12,982,275 | 5.000%, 8/1/2023 - 12/1/2039 | - | 14,282,046 | 14,282,046 | |
- | 9,004,052 | 9,004,052 | 5.500%, 12/1/2021 - 1/1/2039 | - | 9,960,801 | 9,960,801 | |
- | 3,488,323 | 3,488,323 | 6.000%, 4/1/2036-9/1/2038 | - | 3,909,960 | 3,909,960 | |
- | 96,854 | 96,854 | 6.500%, 9/1/2029 | - | 110,453 | 110,453 | |
- | 639,963 | 639,963 | 7.000%, 2/1/2031 - 3/1/2032 | - | 741,781 | 741,781 | |
- | 677,947 | 677,947 | 7.500%, 2/1/2027 - 2/1/2031 | - | 795,359 | 795,359 | |
- | 3,461 | 3,461 | 9.500%, 9/1/2016 | - | 3,690 | 3,690 | |
TOTAL | 81,894,783 | 81,894,783 | |||||
Federated National Mortgage Association—33.5% | |||||||
- | 6,151,196 | 6,151,196 | 2.500%, 8/1/2027 - 4/1/2028 | - | 6,194,663 | 6,194,663 | |
- | 37,708,112 | 37,708,112 | 3.000%, 6/1/2027 - 4/1/2043 | - | 38,135,959 | 38,135,959 | |
- | 42,173,840 | 42,173,840 | 3.500%, 1/1/2026 - 5/1/2043 | - | 43,083,302 | 43,083,302 | |
- | 60,603,946 | 60,603,946 | 4.000%, 12/1/2031 - 12/1/2042 | - | 63,998,217 | 63,998,217 | |
- | 28,756,234 | 28,756,234 | 2 | 4.500%, 9/1/2041 - 8/1/2044 | - | 31,011,356 | 31,011,356 |
- | 20,019,754 | 20,019,754 | 2 | 5.000%, 10/1/2023 - 8/1/2044 | - | 22,067,737 | 22,067,737 |
- | 6,979,842 | 6,979,842 | 5.500%, 9/1/2034 - 9/1/2037 | - | 7,756,907 | 7,756,907 | |
- | 6,003,955 | 6,003,955 | 6.000%, 6/1/2016 - 10/1/2038 | - | 6,742,428 | 6,742,428 | |
- | 3,232,133 | 3,232,133 | 6.500%, 12/1/2027 - 9/1/2037 | - | 3,650,206 | 3,650,206 | |
- | 396,765 | 396,765 | 7.000%, 7/1/2029 - 2/1/2032 | - | 459,626 | 459,626 | |
- | 140,036 | 140,036 | 7.500%, 7/1/2028 - 8/1/2031 | - | 166,032 | 166,032 | |
- | 183,124 | 183,124 | 8.000%, 12/1/2026 | - | 217,775 | 217,775 | |
- | 35,362 | 35,362 | 10.000%, 2/1/2017 - 11/1/2021 | - | 41,559 | 41,559 | |
- | 13,277 | 13,277 | 10.500%, 12/1/2019 - 4/1/2022 | - | 15,104 | 15,104 | |
TOTAL | 223,540,871 | 223,540,871 | |||||
Government Agency—0.8% | |||||||
- | 2,555,194 | 2,555,194 | 4,5 | FDIC Trust 2013-R1, Class A, 1.150%, 3/25/2033 | - | 2,536,824 | 2,536,824 |
- | 3,162,784 | 3,162,784 | 4,5 | FDIC Trust 2013-R2, Class A, 1.250%, 3/25/2033 | - | 3,082,591 | 3,082,591 |
TOTAL | 5,619,415 | 5,619,415 | |||||
Government National Mortgage Association—51.0% | |||||||
55,233,706 | - | 55,233,706 | 23.000%, 9/15/2042-8/20/2044 | 55,332,707 | - | 55,332,707 | |
72,791,381 | 20,519,987 | 93,311,368 | 3.500%, 12/15/2040 - 10/15/2042 | 75,059,255 | 21,154,826 | 96,214,081 | |
39,773,854 | - | 39,773,854 | 4.000%, 8/15/2041 - 3/15/2043 | 42,340,196 | - | 42,340,196 | |
48,783,151 | - | 48,783,151 | 4.500%, 7/20/2039 - 2/15/2042 | 53,142,441 | - | 53,142,441 |
Federated GNMA Trust | Federated Government Income Trust | Federated Government Income Trust Pro Forma Combined | Federated GNMA Trust | Federated Government Income Trust | Federated Government Income Trust Pro Forma Combined | ||
Principal Amount | Value | ||||||
MORTGAGE-BACKED SECURITIES—continued1 | |||||||
Government National Mortgage Association—continued | |||||||
$35,439,569 | $2,829,375 | $38,268,944 | 5.000%, 10/15/2033 - 10/15/2041 | $39,217,394 | $3,120,771 | $42,338,165 | |
23,268,466 | 764,473 | 24,032,939 | 5.500%, 7/20/2033 - 11/20/2038 | 25,991,682 | 845,224 | 26,836,906 | |
12,111,774 | - | 12,111,774 | 6.000%, 8/15/2031 - 12/20/2038 | 13,642,646 | - | 13,642,646 | |
432,787 | 628,887 | 1,061,674 | 6.500%, 5/15/2027 - 10/20/2038 | 498,706 | 710,784 | 1,209,490 | |
2,240,618 | 1,241,839 | 3,482,457 | 7.000%, 6/15/2026 - 1/15/2033 | 2,623,849 | 1,450,037 | 4,073,886 | |
2,743,278 | 9,542 | 2,752,820 | 7.500%, 11/15/2027 - 5/15/2032 | 3,248,765 | 11,402 | 3,260,167 | |
1,137,540 | 136,411 | 1,273,951 | 8.000%, 11/15/2023 - 8/15/2032 | 1,363,078 | 163,951 | 1,527,029 | |
2,003 | 79,008 | 81,011 | 8.500%, 3/15/2030 - 6/15/2030 | 2,087 | 96,524 | 98,611 | |
TOTAL | 312,462,806 | 27,553,519 | 340,016,325 | ||||
TOTAL MORTGAGE-BACKED SECURITIES | 312,462,806 | 338,608,588 | 651,071,394 | ||||
COLLATERALIZED MORTGAGE OBLIGATIONS—7.0% | |||||||
Government National Mortgage Association—7.0% | |||||||
22,489,845 | - | 22,489,845 | 3 | REMIC 2013-H15 FA, 0.691%, 6/20/2063 | 22,543,169 | - | 22,543,169 |
- | 14,388,718 | 14,388,718 | 3 | REMIC 2013-H16 FA, 0.691%, 7/20/2063 | - | 14,396,719 | 14,396,719 |
- | 9,853,350 | 9,853,350 | 3 | REMIC 2013-H19 FB, 0.751%, 8/20/2063 | - | 9,886,407 | 9,886,407 |
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS | 22,543,169 | 24,283,126 | 46,826,295 | ||||
REPURCHASE AGREEMENTS—5.3% | |||||||
19,200,000 | 16,317,000 | 35,517,000 | 3 | Interest in $895,000,000 joint repurchase agreement 0.08%, dated 7/31/2014 under which Bank of America, N.A. will repurchase securities provided as collateral for $895,001,989 on 8/1/2014. The securities provided as collateral at the end of the period held with The Bank of New York Mellon, tri-party agent, were U.S. Government Agency Securities with various maturities to 7/25/2041 and the market value of those underlying securities was $921,036,179. | 19,200,000 | 16,317,000 | 35,517,000 |
TOTAL REPURCHASE AGREEMENTS | 19,200,000 | 16,317,000 | 35,517,000 | ||||
TOTAL INVESTMENTS—109.9% (IDENTIFIED COST $723,196,145)6 | 354,205,975 | 379,208,714 | 733,414,689 | ||||
OTHER ASSETS AND LIABILITIES - NET—(9.9%)7 | (34,054,363) | (32,662,962) | (66,717,325) | ||||
TOTAL NET ASSETS—100% | $320,151,612 | $346,545,752 | $666,697,364 |
Description | Number of Contracts | Notional Value | Expiration Date | Unrealized Appreciation (Depreciation) |
8United States Treasury Notes 2-Year Long Futures | 210 | $46,078,594 | September 2014 | ($61,162) |
8United States Treasury Notes 5-Year Short Futures | 150 | $17,825,391 | September 2014 | $114,506 |
8United States Treasury Notes 10-Year Short Futures | 445 | $55,451,172 | September 2014 | $221,499 |
NET UNREALIZED APPRECIATION ON FUTURES CONTRACTS | $274,843 |
Description | Number of Contracts | Notional Value | Expiration Date | Unrealized Appreciation (Depreciation) |
8United States Treasury Notes 2-Year Long Futures | 210 | $46,078,594 | September 2014 | ($61,162) |
8United States Treasury Notes 5-Year Short Futures | 150 | $17,825,391 | September 2014 | $114,506 |
8United States Treasury Notes 10-Year Short Futures | 305 | $38,005,859 | September 2014 | $151,814 |
NET UNREALIZED APPRECIATION ON FUTURES CONTRACTS | $205,158 |
Description | Number of Contracts | Notional Value | Expiration Date | Unrealized Appreciation (Depreciation) |
8United States Treasury Notes 2-Year Long Futures | 420 | $92,157,188 | September 2014 | ($122,324) |
8United States Treasury Notes 5-Year Short Futures | 300 | $35,650,782 | September 2014 | $229,012 |
8United States Treasury Notes 10-Year Short Futures | 750 | $93,457,031 | September 2014 | $373,313 |
NET UNREALIZED APPRECIATION ON FUTURES CONTRACTS | $480,001 |
1 | Due to monthly principal payments, the average lives of the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and Government National Mortgage Association (Modified Pass-Through Securities based upon Federal Housing Authority/Veterans Administration historical experience are less than the stated maturities), securities approximate one to ten years. |
2 | All or a portion of these To Be Announced Securities (TBA's) are subject to dollar-roll transactions. |
3 | All or a portion of these securities are segregated pending settlement of dollar-roll transactions. |
4 | Denotes a restricted security that either: (a) cannot be offered for public sale without first being registered, or being able to take advantage of an exemption from registration, under the Securities Act of 1933; or (b) is subject to a contractual restriction on public sales. At July 31, 2014, these restricted securities amounted to $5,619,415, which represented 0.8% of the Pro Forma Combined total net assets. |
5 | Denotes a restricted security that may be resold without restriction to “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933 and that the Fund has determined to be liquid under criteria established by the Fund's Board of Trustees (the “Trustees”). At July 31, 2014, these liquid restricted securities amounted to $5,619,415, which represented 0.8% of the Pro Forma Combined total net assets. |
6 | The cost of investments for federal tax purposes for the Pro Forma combined amounts to $723,196,145. |
7 | Assets, other than investments in securities, less liabilities. See Statement of Assets and Liabilities. A significant portion of this balance is the result of dollar-roll transactions as of July 31, 2014. |
8 | Non-income-producing security. |
Valuation Inputs | ||||
Level 1— Quoted Prices and Investments in Investment Companies | Level 2— Other Significant Observable Inputs | Level 3— Significant Unobservable Inputs | Total | |
Debt Securities: | ||||
Mortgage-Backed Securities | $— | 312,462,806 | $— | $312,462,806 |
Collateralized Mortgage Obligations | — | 22,543,169 | 22,543,169 | |
Repurchase Agreement | — | 19,200,000 | — | 19,200,000 |
TOTAL SECURITIES | $— | $354,205,975 | $— | $354,205,975 |
OTHER FINANCIAL INSTRUMENTS* | $274,84 | $— | $— | $274,843 |
* | Other financial instruments include futures contracts. |
Valuation Inputs | ||||
Level 1— Quoted Prices and Investments in Investment Companies | Level 2— Other Significant Observable Inputs | Level 3— Significant Unobservable Inputs | Total | |
Debt Securities: | ||||
Mortgage-Backed Securities | $— | $338,608,588 | $— | $338,608,588 |
Collateralized Mortgage Obligations | — | 24,283,126 | — | 24,283,126 |
Repurchase Agreement | — | 16,317,000 | — | 16,317,000 |
TOTAL SECURITIES | $— | $379,208,714 | $— | $379,208,714 |
OTHER FINANCIAL INSTRUMENTS* | $205,158 | $— | $— | $205,158 |
* | Other financial instruments include futures contracts. |
Valuation Inputs | ||||
Level 1— Quoted Prices and Investments in Investment Companies | Level 2— Other Significant Observable Inputs | Level 3— Significant Unobservable Inputs | Total | |
Debt Securities: | ||||
Mortgage-Backed Securities | $— | $651,071,394 | $— | $651,071,394 |
Collateralized Mortgage Obligations | — | 46,826,295 | — | 46,826,295 |
Repurchase Agreements | — | 35,517,000 | — | 35,517,000 |
TOTAL SECURITIES | $— | $733,414,689 | $— | $733,414,689 |
OTHER FINANCIAL INSTRUMENTS* | $480,001 | $— | $— | $480,001 |
* | Other financial instruments include futures contracts. |
FDIC | —Federal Deposit Insurance Corporation |
REMIC | —Real Estate Mortgage Investment Conduit |
Federated GNMA Trust | Federated Government Income Trust | Pro Forma Adjustment | Federated Government Income Trust Pro Forma Combined | |
Assets: | ||||
Total investments in securities, at value | $354,205,975 | $379,208,714 | $0 | $733,414,689 |
Cash | 95 | 830 | 0 | 925 |
Restricted Cash | 645,250 | 463,250 | 0 | 1,108,500 |
Income receivable | 991,896 | 1,006,565 | 0 | 1,998,461 |
Receivable for shares sold | 114,691 | 219,134 | 0 | 333,825 |
Receivable for daily variation margin | 39,141 | 32,578 | 0 | 71,719 |
TOTAL ASSETS | 355,997,048 | 380,931,071 | $0 | 736,928,119 |
Federated GNMA Trust | Federated Government Income Trust | Pro Forma Adjustment | Federated Government Income Trust Pro Forma Combined | |
Liabilities: | ||||
Payable for investments purchased | 35,058,333 | 33,581,871 | 0 | 68,640,204 |
Payable for shares redeemed | 501,204 | 501,234 | 0 | 1,002,438 |
Income distribution payable | 119,359 | 206,288 | 0 | 325,647 |
Payable for Directors/Trustees' fees | 142 | 327 | 0 | 469 |
Payable to adviser | 763 | 497 | 0 | 1,260 |
Payable for other service fees | 21,258 | 37,081 | 0 | 58,339 |
Reorganization cost | 0 | 0 | 71,023(a) | 71,023 |
Accrued expenses | 73,354 | 58,021 | 0 | 131,375 |
TOTAL LIABILITIES | 35,774,413 | 34,385,319 | $71,023 | 70,230,755 |
NET ASSETS | $320,222,635 | $346,545,752 | ($71,023) | $666,697,364 |
Federated GNMA Trust | Federated Government Income Trust | Pro Forma Adjustment | Federated Government Income Trust Pro Forma Combined | |
Net Assets Consists of: | ||||
Paid-in capital | $326,426,676 | $354,425,451 | ($71,023) (a) | $680,781,104 |
Net unrealized appreciation of investments and futures contracts | 5,628,067 | 5,070,478 | 0 | 10,698,545 |
Accumulated net realized loss on investments and futures contracts | (11,268,073) | (12,305,007) | 0 | (23,573,080) |
Distributions in excess of net investment income | (564,035) | (645,170) | 0 | (1,209,205) |
TOTAL NET ASSETS | $320,222,635 | $346,545,752 | ($71,023) | $666,697,364 |
Federated GNMA Trust | Federated Government Income Trust | Pro Forma Adjustment | Federated Government Income Trust Pro Forma Combined | |
Net Asset Value, Offering Price and Redemption Proceeds Per Share: | ||||
Net Assets | ||||
Institutional Shares | $281,925,179 | 319,949,177 | ($62,529)(a) | $601,811,827 |
Service Shares | $38,297,456 | 26,596,575 | ($8,494)(a) | $64,885,537 |
Shares Outstanding: | ||||
Institutional Shares | 25,518,578 | 31,099,593 | 1,873,322(b) | 58,491,493 |
Service Shares | 3,466,286 | 2,585,198 | 254,702(b) | 6,306,186 |
Net Asset Value Per Share: | ||||
Institutional Shares | $11.05 | $10.29 | - | $10.29 |
Service Shares | $11.05 | $10.29 | - | $10.29 |
Offering Price Per Share: | ||||
Institutional Shares | $11.05 | $10.29 | - | $10.29 |
Service Shares | $11.05 | $10.29 | - | $10.29 |
Redemption Proceeds Per Share: | ||||
Institutional Shares | $11.05 | $10.29 | - | $10.29 |
Service Shares | $11.05 | $10.29 | - | $10.29 |
Investments, at identified cost | $348,852,751 | $374,343,394 | - | $723,196,145 |
(a) | Adjustment to reflect anticipated reorganization costs to be paid by Federated GNMA Trust. |
(b) | Adjustment to reflect share balance as a result of the reorganization. |
Federated GNMA Trust | Federated Government Income Trust | Pro Forma Adjustment | Federated Government Income Trust Pro Forma Combined | |
Investment Income: | ||||
Interest | $10,941,964 | $11,484,695 | $0 | $22,426,659 |
Total Investment Income | 10,941,964 | 11,484,695 | 0 | 22,426,659 |
Expenses: | ||||
Investment adviser fee | 1,438,646 | 1,520,662 | 0 | 2,959,308 |
Administrative fee | 280,950 | 296,968 | 0 | 577,918 |
Custodian fees | 36,716 | 26,424 | (24,533)(a) | 38,607 |
Transfer agent fee | 285,434 | 139,786 | (146,476)(b) | 278,744 |
Directors'/Trustees' fees | 9,729 | 9,787 | (1,416)(c) | 18,100 |
Auditing fees | 25,947 | 25,946 | (25,443)(d) | 26,450 |
Legal fees | 10,622 | 10,721 | (7,772)(e) | 13,571 |
Portfolio accounting fees | 153,517 | 142,720 | (122,125)(f) | 174,112 |
Other service fees | 258,697 | 462,006 | 195,374(g) | 916,077 |
Share registration costs | 30,238 | 41,460 | (28,698)(h) | 43,000 |
Printing and postage | 30,669 | 40,808 | (27,677)(i) | 43,800 |
Miscellaneous | 15,153 | 13,119 | (14,117)(i) | 14,155 |
Total Expenses | 2,576,318 | 2,730,407 | (202,883) | 5,103,842 |
Reimbursement of other operating expenses | (83,056) | (298,626) | 38,781(k) | (342,901) |
Net Expenses | 2,493,262 | 2,431,781 | (164,102) | 4,760,941 |
Net Investment Income | 8,448,702 | 9,052,914 | 164,102 | 17,665,718 |
Realized and Unrealized Gain (Loss) on Investments and Futures Contracts: | ||||
Net realized gain on investments | 886,075 | 1,960,467 | 0 | 2,846,542 |
Net realized loss on futures contracts | (1,357,619) | (784,039) | 0 | (2,141,658) |
Net change in unrealized appreciation of investments | 4,880,872 | 2,363,892 | 0 | 7,244,764 |
Net change in unrealized appreciation/depreciation of futures contracts | 216,587 | 114,645 | 0 | 331,232 |
Net realized and unrealized gain on investments and futures contracts | 4,625,915 | 3,654,965 | 0 | 8,280,880 |
Change in net assets resulting from operations | $13,074,617 | $12,707,879 | $164,102 | $25,946,598 |
■ | Fixed-income securities acquired with remaining maturities greater than 60 days are fair valued using price evaluations provided by a pricing service approved by the Funds Board of Trustees (the “Trustees”). |
■ | Fixed-income securities and repurchase agreements acquired with remaining maturities of 60 days or less are valued at their amortized cost (adjusted for the accretion of any discount or amortization of any premium), unless the issuer's creditworthiness is impaired or other factors indicate that amortized cost is not an accurate estimate of the investment's fair value, in which case it would be valued in the same manner as a longer-term security. |
■ | Shares of other mutual funds or non-exchange-traded investment companies are valued based upon their reported NAVs. |
■ | Derivative contracts listed on exchanges are valued at their reported settlement or closing price. |
■ | Over-the-counter (OTC) derivative contracts are fair valued using price evaluations provided by a pricing service approved by the Trustees. |
■ | For securities that are fair valued in accordance with procedures established by and under the general supervision of the Trustees, certain factors may be considered such as: the purchase price of the security, information obtained by contacting the issuer, analysis of the issuer's financial statements or other available documents, fundamental analytical data, the nature and duration of restrictions on disposition, the movement of the market in which the security is normally traded and public trading in similar securities of the issuer or comparable issuers. |
■ | Adjustment to reflect the combining of two portfolios into one and custodian fees based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the combining of two portfolios into one and transfer agent fees based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the combining of two portfolios into one and Directors/Trustees fees based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the combining of two portfolios into one and auditing fees based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the combining of two portfolios into one and legal fees based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the combining of two portfolios into one and portfolio accounting fees based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Federated Government Income Trust may pay fees (“Service Fees”) up to 0.25% of the average daily net assets of the Fund's Institutional Shares and Service Shares to financial intermediaries or to Federated Shareholder Services Company (FSSC) for providing services to shareholders and maintaining shareholder accounts. Adjustment is to reflect expense structure of Federated Government Income Trust on average daily net assets of the Federated Government Income Trust Pro Forma Combined Fund. |
■ | Adjustment to reflect the combining of two portfolios into one and share registration costs based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the combining of two portfolios into one and printing and postage costs based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the combining of two portfolios into one and miscellaneous expenses based upon the current expense structure for Federated Government Income Trust Pro Forma Combined. |
■ | Adjustment to reflect the voluntary waiver of other service fees on the average daily net assets of Federated Government Income Trust Pro Forma Combined. The adviser of Federated Government Income Trust and its affiliates have voluntarily agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (as shown in the financial highlights), excluding extraordinary and proxy-related expenses paid by the Fund, if any paid by the Fund's Institutional Shares and Service Shares (after the voluntary waivers and/or reimbursements) will not exceed 0.62% and 0.82%, respectively, up to but not including the later of (the “Termination Date”); (a) April 1, 2015; or (b) the date of the Fund's next effective Prospectus. While the adviser and its affiliates currently do not anticipate terminating or increasing these arrangements prior to the Termination Date, these arrangements may only be terminated or increased prior to the Termination Date with the agreement of the Fund's Trustees. |
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
![](https://capedge.com/proxy/N-14/0001318148-14-001695/fedlogok.jpg)
4000 Ericsson Drive
Warrendale, PA 15086-7561
or call 1-800-341-7400.
2014 ©Federated Investors, Inc.
Part C. OTHER INFORMATION.
Item 15 Indemnification
Indemnification is provided to Trustees and officers of the Registrant pursuant to the Registrant's Declaration of Trust and Bylaws, except where such indemnification is not permitted by law. However, the Declaration of Trust and Bylaws do not protect the Trustees 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. Trustees 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 Trustees, officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust 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 Trustees, officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or proceeding) is asserted by such Trustees, 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 Trustees, officers, or controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust 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 Declaration of Trust 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 Trustees 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, Trustee, 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 Trustees 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 Amended and Restated Declaration of Trust of Registrant Restatement and Amendment No. 5 | (21) |
1.2 | Amendment No. 6 to the Declaration of Trust | (32) |
2.1 | Conformed copy of Amended and Restated By-Laws and Amendment No. 5 | (8) |
2.2 | Amendment Nos. 6 through 9 | (19) |
2.3 | Amendment No. 10 | (23) |
2.4 | Amendment Nos. 11 and 12 | (25) |
2.5 | Amendment Nos. 13 and 14 | (26) |
2.6 | Amendment No. 15 | + |
3 | Not Applicable |
4 | Form of Agreement and Plan of Reorganization are filed herein as Annex A to the Prospectus/Proxy Statement | + |
5 | Not Applicable |
6.1
| Conformed copy of Investment Advisory Contract of the Registrant | (17) |
6.2 | Conformed copy of Amendment to Investment Advisory Contract between Federated GNMA Trust and Federated Investment Management Company | (22) |
7.l | Conformed copy of Distributor’s Contract of the Registrant including Exhibits A & B | (17) |
7.2 | Conformed copy of Amendment to Distributor’s Contract between Federated GNMA Trust and Federated Securities Corp. | (22) |
7.3 | The Registrant hereby incorporates the conformed copy of the specimen Mutual Funds Sales and Service Agreement; Mutual Funds Service Agreement; and Plan Trustee/Mutual Funds Service Agreement from Item 24(b)(6) of the Cash Trust Series II Registration Statement on Form N-1A, filed with the Commission on July 24, 1995. (File Numbers 33-3850 and 811- 6269) | |
7.4 | Conformed copy of Amendment to Distributor’s Contract between Federated Funds and Federated Securities Corp. | (24) |
7.5 | Conformed copy of Amendment No. 1 to Exhibit B to the Distributor’s Contract of the Registrant, dated December 1, 2007 | (28) |
7.6 | Conformed copy of Amendment No. 1 to Exhibit B to the Distributor’s Contract of the Registrant, dated December 1, 2007 to reflect name change of Institutional Service Shares to Service Shares | (32) |
8.0 | Not applicable |
9.1 | Conformed copy of the Custodian Agreement | (15) |
9.2 | Conformed copy of Custodian Fee Schedule | (18) |
9.3 | Conformed copy of Custodian Contract with Amendments | (32) |
10.1 | Conformed copy of Distribution Plan of the Registrant | (17) | |||
10.2 | Conformed copy of Exhibit A to the Distribution Plan | (23) | |||
10.3 | The responses described in Item 23I(ii) are hereby incorporated by reference. | ||||
10.4 | Conformed copy of Amendment No. 1 to Exhibit A to the Distribution Plan | (28) | |||
10.5 | Copy of the specimen Multiple Class Plan of the Registrant | (23) | |||
10.6 | Copy of the specimen Multiple Class Plan of the Registrant | (29) | |||
10.7 | Copy of Institutional Service Shares Exhibit to the Multiple Class Plan | (29) | |||
10.8 | Copy of Institutional Shares Exhibit to the Multiple Class Plan revised 01/29/10 | (30) | |||
10.9 | Copy of Institutional Service Shares Exhibit to the Multiple Class Plan revised 01/29/10 | (30) | |||
10.10 | Copy of Institutional Shares Exhibit to the Multiple Class Plan revised 01/31/11 | (31) | |||
10.11 | Copy of Institutional Service Shares Exhibit to the Multiple Class Plan revised 12/31/10 | (31) | |||
11 | Form of Opinion and Consent of Counsel Regarding the legality of shares being issued | + |
12 | Form of Opinion Regarding tax consequences of Reorganization | (to be filed by amendment) |
13.1 | Conformed copy of Amended and Restated Agreement for Fund Accounting Services, Administrative Services, Shareholder Transfer Agency Services and Custody Services Procurement | (19) |
13.2 | The Registrant hereby incorporates the conformed copy of the Second Amended and Restated Services Agreement from Item (h)(v) of the Investment Series Funds, Inc. Registration Statement on Form N-1A, filed with the Commission on January 23, 2002. (File Nos. 33-48847 and 811-07021) | |
13.3 | Conformed copy of Shareholder Services Sub-Contract between Fidelity and Federated Shareholder Services, on behalf of the Registrant | (16) |
13.4 | The responses described in Item 23(e)(ii) are hereby incorporated by reference. | |
13.5 | The Registrant hereby incorporates by reference the conformed copy of the Agreement for Administrative Services from Item 23 (h) of Federated Index Trust Registration Statement on Form N-1A, filed with the Commission on December 30, 2003. (File Nos. 33-33852 and 811-6061). | |
13.6 | The Registrant hereby incorporates the conformed copy of Amendment No. 2 to the Amended & Restated Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement from Item 23(h)(v) of the Federated U.S. Government Securities: 2-5 Years Registration Statement on Form N-1A, filed with the Commission on March 30, 2004. (File Nos. 2-75769 and 811-3387)
| |
13.7 | The Registrant hereby incorporates the conformed copy of Amendment No. 3 to the Amended & Restated Agreement for Fund Accounting Services, Administrative Services, Transfer Agency Services and Custody Services Procurement from Item 23 (h)(v) of the Federated U.S. Government Securities: 2-5 Years Registration Statement on Form N-1A, filed with the Commission on March 30, 2004. (File Nos. 2-75769 and 811-3387)
| |
13.8 | The Registrant hereby incorporates by reference the conformed copy of the Agreement for Administrative Services, with Exhibit 1 and Amendments 1 and 2 attached, between Federated Administrative Services and the Registrant from Item 23(h)(iv)of the Federated Total Return Series, Inc. Registration Statement on Form N-1A, filed with the Commission on November 29, 2004. (File Nos. 33-50773 and 811-7115) | |
13.9 | Copy of Exhibit A to the Financial Administration and Accounting Services Agreement (revised as of 12/1/04) | (25) |
13.10 | The Registrant hereby incorporates the conformed copy of Transfer Agency and Service Agreement between Federated Funds and State Street Bank and Trust Company from Item 23 (h) of the Federated Total Return Government Bond Fund Registration Statement on Form N-1A, filed with the Commission on April 28, 2005. (File Nos. 33-60411 and 811-07309) | |
13.11 | The Registrant hereby incorporates by reference the conformed copy of the Agreement for Administrative Services between Federated Administrative Services Company and the Registrant dated July 1, 2005, from Item 23 (h) (ii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A, filed with the Commission on July 27, 2005. (File Nos. 33-29838 and 811-5843) | |
13.12 | Conformed copy of Financial Administration and Accounting Agreement | (27) |
13.13 | Conformed copy of Transfer Agency and Service Agreement dated July 1, 2004 with amendments dated October 10, 2005 and January 1, 2008 | (29) |
13.14 | Conformed copy of Financial Administration and Accounting Services Agreement | (32) |
13.15 | Conformed copy of Amended and Restated Agreement for Administrative Services dated 9/1/2012 | (+) |
14.1 | Conformed copy of Consent of Registrant’s Independent Registered Public Accounting Firm | (+) |
15 | Not Applicable |
16.1 | Conformed copy of Unanimous Consent of Trustees | + |
16.2 | Conformed copy of Power of Attorney of the Registrant | + |
17 | Ballot | + |
+ | Exhibit is being filed electronically |
ALL RESPONSES ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A (FILE NOS. 2-75670 and 811-3375) | ||
2 | Pre-Effective Amendment No. 1 filed February 11, 1982 | |
8 | PEA No. 12 filed March 22, 1988 | |
12 | PEA No. 19 filed March 22, 1991 | |
15 | PEA No. 27 filed March 30, 1995 | |
16 | PEA No. 29 filed March 25, 1996 | |
17 | PEA No. 31 filed March 31, 1997 | |
18 | PEA No. 32 filed April 1, 1998 | |
19 | PEA No. 33 filed January 28, 1999 | |
21 | PEA No. 38 filed February 25, 2002 | |
22 | PEA No. 39 filed March 25, 2002 | |
23 | PEA No. 40 filed March 27, 2003 | |
24 | PEA No. 41 filed March 26, 2004 | |
25 | PEA No. 42 filed March 30, 2005 | |
26 | PEA No. 43 filed March 30, 2006 | |
27 | PEA No. 44 filed March 30, 2007 | |
28 | PEA No. 45 filed March 28, 2008 | |
29 | PEA No. 46 filed March 27, 2009 | |
30 | PEA No. 47 filed March 30, 2010 | |
31 | PEA No. 48 filed March 30, 2011 | |
32 | PEA No. 50 filed March 28, 2012 | |
33 | PEA No. 52 filed March 27, 2013 | |
34 | PEA No. 54 filed March 28, 2014 |
Item 17 Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, FEDERATED GNMA TRUST has duly caused this Registrant Statement on Form N-14 to be signed on its behalf by the undersigned, duly authorized, in the City of Pittsburgh and Commonwealth of Pennsylvania, on the 8th day of October, 2014. |
FEDERATED GNMA TRUST |
BY: /s/ Stacey C. Palmer Stacey C. Palmer, Assistant Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following person in the capacity and on the date indicated: |
NAME | TITLE | DATE |
BY: /s/ Stacey C. Palmer Assistant Secretary | Attorney In Fact For the Persons Listed Below | October 8, 2014 |
John F. Donahue * | Trustee | |
J. Christopher Donahue * | President and Trustee (Principal Executive Officer) | |
Lori A. Hensler* | Treasurer (Principal Financial Officer) | |
John T. Collins* | Trustee | |
Maureen Lally-Green* | Trustee | |
Peter E. Madden* | Trustee | |
Charles F. Mansfield, Jr.* | Trustee | |
Thomas O’Neill* | Trustee | |
P. Jerome Richey* | Trustee | |
John S. Walsh* | Trustee | |
*By Power of Attorney |