File No. 333-194315
As filed with the SEC on March 11, 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. 1
Post-Effective Amendment No. __
(Check appropriate box or boxes)
FEDERATED TOTAL RETURN GOVERNMENT BOND FUND
(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 A. Early, Esq.
Goodwin Procter LLP
601 S. Figueroa Street
Los Angeles, CA 90017
(202) 828-2218
Acquisition of the assets of
FEDERATED INTERMEDIATE GOVERNMENT FUND, INC.
By and in exchange for Shares of
FEDERATED TOTAL RETURN GOVERNMENT BOND FUND
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 Total Return Government Bond Fund
No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Please Vote Today!
• | The Board of Directors recommends you vote in favor of the proposal because it believes that the Reorganization is in the best interests of Federated Intermediate Government Fund, Inc. and its shareholders and that the interests of existing shareholders will not be diluted as a result of the Reorganization. |
• | After the Reorganization, shareholders of Federated Intermediate Government Fund, Inc. will be invested in a more viable fund with a stronger historical performance record, stable asset flows over the long term, similar expenses and similar investment exposure. |
• | The cash value of your investment will not change as a result of the Reorganization and you will not have to pay any sales charge in connection with the transfer of your assets. You will receive shares of Federated Total Return Government Bond Fund with a total dollar value equal to the total dollar value of the Federated Intermediate Government Fund, Inc. shares that you own at the time of the Reorganization. |
If you own shares In: | You will receive shares of: |
Federated Intermediate Government Fund, Inc. | Federated Total Return Government Bond Fund |
Institutional Shares | Institutional Shares |
Service Shares | Service Shares |
• | The Reorganization is expected to be a tax-free reorganization under the Internal Revenue Code of 1986, as amended. |
• | Federated Intermediate Government Fund, Inc. will distribute any undistributed income and realized capital gains accumulated prior to the Reorganization to its shareholders. These distributions, if any, will be taxable. |
• | Online–Use the web address on the ballot; |
• | Telephone–Use the toll-free telephone number on the ballot; |
• | Mail–Complete and return the ballot in the enclosed postage paid envelope; or |
• | In Person at the June 2, 2014 meeting. |
1. | Sign and return the proxy card without indicating a preference, your vote will be cast “for” the proposal. |
2. | Do not respond at all, we may contact you by telephone to request that you cast your vote. |
Warrendale, PA 15086-7561
Telephone No: 1-800-341-7400
TO BE HELD June 2, 2014
(1) | To approve or disapprove a proposed Agreement and Plan of Reorganization pursuant to which Federated Total Return Government Bond Fund (FTRGBF) would acquire all, or substantially all, of the assets of FIGF in exchange for Institutional Shares and Service Shares of FTRGBF to be distributed pro rata by FIGF to its shareholders of Institutional Shares and Service Shares, respectively, in a complete liquidation and dissolution of FIGF; |
(2) | To transact such other business as may properly come before the special meeting or any adjournment thereof. |
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
• | FIGF will pay direct proxy expenses (e.g., mailing, processing, tabulation, printing and solicitation costs and expenses) associated with the Reorganization estimated at $30,000; |
• | FTRGBF will pay registration fees, with respect to securities issued pursuant to the Reorganization, on an as incurred basis; |
• | The Adviser will pay the other direct and indirect expenses of the Reorganization (consisting primarily of legal and accounting fees); |
• | Neither Fund is expected to incur brokerage expenses related to the sale of any assets acquired in the proposed Reorganization or the purchase of replacement securities. |
• | The effect on the net asset value of FIGF as a result of the payment of the direct proxy expenses would be approximately $0.0112 per share (before taking into account the impact of waivers). Given FIGF's large waiver positions and the fact that FIGF is being operated at its applicable voluntary expense caps, the Adviser or its affiliates will indirectly pay the expenses that FIGF is being asked to pay; and |
• | There will be no dilution to shareholders in the transaction, because each FIGF shareholder will become the owner of shares of FTRGBF having a total net asset value equal to the total net asset value of his or her holdings in FIGF on the date of the Reorganization. |
• | increase or decrease the effective duration of the Fund portfolio; |
• | obtain premiums from the sale of derivative contracts; |
• | realize gains from trading a derivative contract; or |
• | hedge against potential losses. |
• | Interest Rate Risk. Prices of fixed-income securities generally fall when interest rates rise. |
• | MBS Risk. A rise in interest rates may cause the value of mortgage-backed securities (MBS) held by the Fund to decline. Certain MBS issued by U.S. government-sponsored enterprises 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 Credit Risk. Credit 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. |
• | 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, which includes, for example, an investment in a derivative contract, 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. Investments can have these same results if their returns are based on a multiple of a specified index, security or other benchmark. |
• | Risk of Investing in Derivative Instruments. The Fund's exposure to derivative contracts (either directly or through its investment in another investment company) involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. The use of derivatives can lead to losses because of adverse movements in the price or value of the asset, index, rate or instrument underlying a derivative, due to failure of a counterparty, or the failure of the counterparty to meet its obligations under the contract, or due to tax or regulatory constraints. Derivatives may create investment leverage in the Fund, which magnifies the Fund's exposure to the underlying investment. Derivative instruments may be difficult to value, may be illiquid and may be subject to wide swings in valuation caused by changes in the value of the underlying instrument. Over-the-counter derivative contracts generally carry greater liquidity risk than exchange-traded contracts. The loss on derivative transactions may substantially exceed the initial investment. |
• | 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. |
• | 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. |
FIGF | FTRGBF |
Diversification (Fundamental) With respect to securities comprising 75% of the value of its total assets, the Fund will not purchase the 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 the securities of that issuer, or if the Fund would own more than 10% of the outstanding voting securities of that issuer. | Diversification (Fundamental) Same |
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 1940 Act, as amended (the “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. For purposes of this restriction, investments in transactions involving futures contracts and options, forward currency contracts, swap transactions and other financial contracts that settle by payment of cash are not deemed to be investments in commodities | 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. |
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 may 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 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 |
FIGF | FTRGBF |
Securities Lending (Non-Fundamental) The Fund may lend portfolio securities up to one-third of the value of its total assets 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 Adviser has determined are creditworthy under guidelines established by the Fund's Board. The Fund 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. The collateral received when the Fund lends portfolio securities must be valued daily and, should the market value of the loaned securities increase, the borrower must furnish additional collateral to the Fund. | Securities Lending (Non-Fundamental) See Fundamental Policy above. |
Concentration (Non-Fundamental) None | Concentration (Non-Fundamental) In applying the Fund's concentration restrictions: (a) utility companies will be divided according to their services, for example, gas, gas transmission, electric and telephone will each be considered a separate industry; (b) financial service companies will be classified according to the end users of their services, for example, automobile finance, bank finance and diversified finance will each be considered a separate industry; (c) asset-backed securities will be classified according to the underlying assets securing such securities. |
Buying Securities 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 and further provided that the Fund may make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments. | 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. |
Investing in other Investment Companies (Non-Fundamental) The Fund may invest its assets in securities of other investment companies, including affiliated investment companies, as an efficient means of carrying out its investment policies. It should be noted that investment companies incur certain expenses, such as management fees, and, therefore, any investment by the Fund in shares of other investment companies may be subject to such duplicate expenses. | Investing in other Investment Companies (Non-Fundamental) The Fund may invest in securities of other investment companies as an efficient means of carrying out its investment policies. It should be noted that investment companies incur certain expenses, such as management fees, and therefore, any investment by the Fund in shares of other investment companies may be subject to such duplicative expenses. At the present time, the Fund expects that its investments in other investment companies may include shares of money market funds, including funds affiliated with the Fund's investment adviser. The Fund may invest in the securities of affiliated money market funds as an efficient means of managing the Fund's uninvested cash. |
Shareholder Fees | Federated Intermediate Government Fund, Inc.–IS | Federated Total Return Government Bond Fund–IS | Federated Total Return Government Bond Fund–IS Pro Forma Combined | |
Fees Paid Directly From Your Investment | ||||
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% | 0.30% | 0.30% | |
Distribution (12b-1) Fee | None | None | None | |
Other Expenses | 0.88% | 0.17% | 0.17% | |
Total Annual Fund Operating Expenses | 1.28% | 0.47% | 0.47% | |
Fee Waivers and/or Expense Reimbursements | 0.98% (1) | 0.16% (2) | 0.16% (2) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.30% | 0.31% | 0.31% |
1 | Total Annual Fund Operating Expenses have been restated to reflect an anticipated decrease in Other Expenses. Federated Intermediate Government Fund's adviser and its affiliates have voluntarily agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, if any) paid by the Fund's IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.30% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) May 1, 2014, 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 of the Fee Limit increase prior to the Termination Date with the agreement of the Directors. |
2 | Federated Total Return Government Bond Fund's adviser and its affiliates have voluntarily agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, if any) paid by the Fund's IS class (after the voluntary waivers and/or reimbursements) will not exceed 0.65% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) May 1, 2014, 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 of the Fee Limit increase prior to the Termination Date with the agreement of the Fund's Board of Trustees If this Reorganization is approved, the Termination Date will be extended to up to but not including the later of (a) April 1, 2015 or (b) the date of the Fund's next effective Prospectus. |
1 Year | 3 Years | 5 Years | 10 Years | |
Federated Intermediate Government Fund, Inc.–IS | $130 | $406 | $702 | $1,545 |
Federated Total Return Government Bond Fund–IS | $48 | $151 | $263 | $591 |
Federated Total Return Government Bond Fund–IS, Pro Forma Combined | $48 | $151 | $263 | $591 |
Shareholder Fees | Federated Intermediate Government Fund, Inc.—SS | Federated Total Return Government Bond Fund–SS | Federated Total Return Government Bond Fund–SS Pro Forma Combined | |
Fees Paid Directly From Your Investment | ||||
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% | 0.30% | 0.30% | |
Distribution (12b-1) Fee | 0.00% (1) | 0.25% | 0.25% | |
Other Expenses | 1.13% | 0.42% | 0.42% | |
Total Annual Fund Operating Expenses | 1.53% | 0.97% | 0.97% | |
Fee Waivers and/or Expense Reimbursements | 0.98% (2) | 0.32% (3) | 0.32% (3) | |
Total Annual Fund Operating Expenses After Fee Waivers and/or Expense Reimbursements | 0.55% | 0.65% | 0.65% |
1 | Federated Intermediate Government Fund, Inc. has adopted a Distribution (12b-1) Plan for its Service Shares 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 Directors (the “Directors”). |
2 | Total Annual Fund Operating Expenses have been restated to reflect an anticipated decrease in Other Expenses. Federated Intermediate Government Fund's adviser and its affiliates have voluntarily agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, if any) paid by the Fund's SS class (after the voluntary waivers and/or reimbursements) will not exceed 0.55% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) May 1, 2014, 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 of the Fee Limit increase prior to the Termination Date with the agreement of the Directors. |
3 | Federated Total Return Government Bond Fund's adviser and its affiliates have voluntarily agreed to waive their fees and/or reimburse expenses so that the total annual fund operating expenses (excluding Acquired Fund Fees and Expenses, if any) paid by the Fund's SS class (after the voluntary waivers and/or reimbursements) will not exceed 0.65% (the “Fee Limit”) up to but not including the later of (the “Termination Date”): (a) May 1, 2014, 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 of the Fee Limit increase prior to the Termination Date with the agreement of the Fund's Board of Trustees If this Reorganization is approved, the Termination Date will be extended to up to but not including the later of (a) April 1, 2015 or (b) the date of the Fund's next effective Prospectus. |
1 Year | 3 Years | 5 Years | 10 Years | |
Federated Intermediate Government Fund, Inc.–SS | $156 | $483 | $834 | $1,824 |
Federated Total Return Government Bond Fund–SS | $99 | $309 | $536 | $1,190 |
Federated Total Return Government Bond Fund–SS, Pro Forma Combined | $99 | $309 | $536 | $1,190 |
Federated Intermediate Government Fund, Inc. - | IS Class |
2004 | 0.99% |
2005 | 1.26% |
2006 | 4.33% |
2007 | 6.74% |
2008 | 6.58% |
2009 | 2.37% |
2010 | 4.50% |
2011 | 4.76% |
2012 | 2.09% |
2013 | -0.79% |
1 Year | 5 Years | 10 Years | |
Share Class | |||
IS: | |||
Return Before Taxes | -0.79% | 2.57% | 3.26% |
Return After Taxes on Distributions | -1.34% | 1.96% | 2.22% |
Return After Taxes on Distributions and Sale of Fund Shares | -0.45% | 1.75% | 2.13% |
SS: | |||
Return Before Taxes | -0.98% | 2.37% | 3.03% |
Barclays Intermediate Government Index1 (reflects no deduction for fees, expenses or taxes) | -1.25% | 2.20% | 3.74% |
1 | Barclays Intermediate Government Index is an unmanaged index comprised of all publicly issued, non-convertible domestic debt of the U.S. government or any agency thereof, or any quasi-federal corporation and of corporate debt guaranteed by the U.S. government. Only notes and bonds with minimum outstanding principal of $1 million and minimum maturity of one year and maximum maturity of ten years are included. |
Federated Total Return Government Bond Fund - | IS Class |
2004 | 3.55% |
2005 | 2.72% |
2006 | 3.54% |
2007 | 8.31% |
2008 | 11.43% |
2009 | 0.18% |
2010 | 4.76% |
2011 | 7.66% |
2012 | 3.07% |
2013 | -2.51% |
Share Class | 1 Year | 5 Years | 10 Years |
IS: | |||
Return Before Taxes | -2.51% | 2.57% | 4.20% |
Return After Taxes on Distributions | -3.61% | 6.95% | 2.75% |
Return After Taxes on Distributions and Sale of Fund Shares | -1.19% | 1.64% | 2.77% |
SS: | |||
Return Before Taxes | -2.84% | 2.22% | 3.86% |
Barclays Government Bond Index1 (reflects no deduction for fees, expenses or taxes) | -2.60% | 2.26% | 4.14% |
1 | The Barclays Government Bond Index is a market value weighted index of U.S. government and government agency securities (other than mortgage securities) with maturities of one year or more. |
• | 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. |
• | While FIGF's net expense ratio is currently lower than that of FTRGBF, the Adviser has indicated that, after May 1, 2014, it may eliminate or substantially reduce the voluntary waiver and reimbursement of certain fees and operating expenses which would result in FIGF's shares being operated at or near their stated gross expense ratio which is significantly higher than FTRGBF' s stated gross expense ratio. |
• | FTRGBF has a larger asset base than FIGF, giving it greater viability and growth prospects; has similar objectives and strategies to FIGF; has a performance record that is stronger over the long term and has similar net expenses to FIGF, and after May 1, 2014, potentially lower stated gross expenses than FIGF. |
• | FIGF will pay direct proxy expenses (e.g., mailing, processing, tabulation, printing and solicitation costs and expenses) associated with the Reorganization estimated at $30,000; |
• | FTRGBF will pay registration fees, with respect to securities issued pursuant to the Reorganization, on an as incurred basis; |
• | The Adviser will pay the other direct and indirect expenses of the Reorganization (consisting primarily of legal and accounting fees); |
• | The effect on the net asset value of FIGF as a result of the payment of the direct proxy expenses would be approximately $0.0112 per share (before taking into account the impact of waivers). Given FIGF's large waiver positions and the fact that FIGF is being operated at its applicable voluntary expense caps, Federated will indirectly pay the expenses that FIGF is being asked to pay; and |
• | There will be no dilution to shareholders in the transaction, because each FIGF shareholder will become the owner of shares of FTRGBF having a total net asset value equal to the total net asset value of his or her holdings in FIGF on the date of the Reorganization. |
Fund | Total Net Assets | Shares Outstanding | Net Asset Value Per Share |
Federated Intermediate Government Fund, Inc.–Institutional Shares | $7,446,965 | 736,200 | $10.12 |
Reorganization costs- Share Adjustment1 | (8,306) | (61,186) | |
Federated Total Return Government Bond Fund–Institutional Shares | $543,512,609 | 49,296,524 | $11.02 |
Federated Total Return Government Bond Fund, Pro Forma Combined–Institutional Shares | $550,951,268 | 49,971,538 | $11.02 |
Federated Intermediate Government Fund, Inc.–Service Shares | $19,449,620 | 1,922,726 | $10.12 |
Reorganization costs–Share Adjustment1 | (21,694) | (159,756) | |
Federated Total Return Government Bond Fund–Service Shares | $140,049,750 | 12,703,378 | $11.02 |
Federated Total Return Government Bond Fund, Pro Forma Combined–Service Shares | $159,477,676 | 14,466,348 | $11.02 |
1 | Adjustment to reflect estimated proxy expenses to be paid by Federated Intermediate Government Fund, Inc. |
• | the Reorganization as set forth in the Plan will constitute a tax-free reorganization under section 368(a) of the Code, and FIGF and FTRGBF 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 FTRGBF upon its receipt of FIGF's assets in exchange for Shares of FTRGBF; |
• | no gain or loss will be recognized by FIGF upon transfer of its assets to FTRGBF solely in exchange for the Shares of FTRGBF or upon the distribution of FTRGBF Shares to FIGF's shareholders in exchange for their FIGF Shares; |
• | no gain or loss will be recognized by shareholders of FIGF upon exchange of their FIGF Shares for FTRGBF Shares; |
• | the tax basis of the assets of FIGF in the hands of FTRGBF will be the same as the tax basis of such assets to FIGF immediately prior to the Reorganization; |
• | the aggregate tax basis of FTRGBF Shares received by each shareholder of FIGF pursuant to the Reorganization will be the same as the aggregate tax basis of the Shares of FIGF held by such shareholder immediately prior to the Reorganization; |
• | the holding period of FTRGBF' s Shares received by each shareholder of FIGF will include the period during which FIGF's Shares exchanged therefore were held by such shareholder, provided the Shares of FIGF were held as capital assets on the date of the Reorganization; and |
• | the holding period of the assets of FIGF in the hands of FTRGBF will include the period during which those assets were held by FIGF. |
CATEGORY | SHAREHOLDER RIGHTS FTRGBF | SHAREHOLDER RIGHTS FIGF |
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 FTRGBF and FIGF) | 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 | Not required |
Right to Call Shareholder Meetings | Special meetings of the shareholders may be called by the Trustees or the Chief Executive Officer of the Trust and must be called by the Trustees upon the written request of shareholders owning a least one-tenth of the outstanding shares entitled to vote at the meeting. | Special meetings of shareholders may be called by the Chairman, or by the Directors and shall be called by the Chairman, Secretary or any Director at the request in writing of the holders of not less than 25% of the outstanding voting shares of the capital stock of the Corporation |
Notice of Meeting | Notice must be given by the Secretary of the Trust at least seven days before the meeting. | Notice must be given by the Secretary of the Corporation not less than ten or more than ninety days before the meeting |
Record Date for Meetings | A period not exceeding ninety (90) days preceding the date of any meeting of shareholders of the Trust or any Fund or Class. | A period not exceeding sixty (60) days preceding the date of any meeting of shareholders of the Corporation or any Fund or Class |
CATEGORY | SHAREHOLDER RIGHTS FTRGBF | SHAREHOLDER RIGHTS FIGF |
Quorum for Meetings | Except as otherwise provided by law, the presence in person or by proxy of the holders of: (a) one-half of the Shares of the Trust on all matters requiring a Majority Shareholder Vote, as defined in the 1940 Act; or (b) one-third of the Shares of the Trust on all other matters permitted by law, in each case, entitled to vote without regard to Class shall constitute a quorum at any meeting of the Shareholders, except with respect to any matter which by law requires the separate approval of one or more Series or Classes, in which case the presence in person or by proxy of the holders of one-half, or one-third, as set forth above, of the Shares of each Series or Class entitled to vote separately on the matter shall constitute a quorum. | The presence in person or by proxy of holders of one-third of the shares of stock of the Corporation entitled to vote without regard to class shall constitute a quorum at any meeting of the shareholders, except with respect to any matter which by law requires the approval of one or more classes of stock, in which case the presence in person or by proxy of the holders of one-third of the shares of stock of each class entitled to vote on the matter shall constitute a quorum. |
Vote Required for Election of Trustees | Unless otherwise required by the 1940 Act or other applicable law, or unless the Trustees determine otherwise, a Trustee shall be elected by the Trustees and shareholder shall have no right to elect Trustees. Where the 1940 Act requires a shareholder vote for the election of Trustees, a plurality of the votes cast is required to elect a Trustee. | Unless otherwise required by the 1940 Act or other applicable law, or unless the Directors determine otherwise, a Director shall be elected by the Directors and shareholder shall have no right to elect Directors. Where the 1940 Act requires a shareholder vote for the election of Directors, a majority of the votes cast is required to elect a Director. |
Adjournment of Meetings | In the absence of a quorum, a plurality of the Shares present and entitled to vote may adjourn the meeting from time to time to such place and time without further notice than by announcement to be given at the meeting until a quorum entitled to vote on such a matter is present. | Same |
Removal of Trustees by Shareholders | A Trustee may be removed from office at any special meeting of shareholders by a vote of two-thirds of the outstanding shares | A Director may be removed from office at any special meeting of shareholders by a majority of votes of the outstanding shares |
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. | The Corporation will indemnify Directors and others of the Corporation against liabilities and expenses that are incurred by virtue of having been a Director or Officer. However, Directors and officers of the Corporation 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 Director or officer, as the case may be, and for nothing else. |
Personal Liability of Shareholders | The Trustees, officers, employees or agents of the Trust shall have no power to bind any shareholder of any Fund or Class personally or to call upon such shareholder for the payment of any sum of money or assessment whatsoever, other than such as the shareholder may at any time agree to pay by way of subscription for any shares or otherwise. No shareholder or former shareholder of any Fund or Class shall be liable solely by reason of his being or having been a shareholder for any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind, against or with respect to the Trust or any Fund or Class arising out of any action taken or omitted for or on behalf of the Trust or such Fund or Class, and the Trust or such Fund or Class shall be solely liable therefore and resort shall be had solely to the property of the relevant Fund or Class of the Trust for the payment or performance thereof. | None |
CATEGORY | SHAREHOLDER RIGHTS FTRGBF | SHAREHOLDER RIGHTS FIGF |
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 the Fund shall be open to the inspection of the shareholders of the Fund; and no shareholder shall have any right of inspecting any account of book or document of the Trust except that, to the extent such account or book or document relates to the Fund in which he is a Shareholder or the Trust generally, such Shareholder have such right of inspection as conferred by laws or authorized by the Trustees or by resolution of the Shareholders of the relevant Fund. | The Directors shall from time to time determine whether, to what extent, at what times and places, and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the shareholders, and no shareholder shall have any right to inspect any account, book or document of the Corporation except as conferred by statute or as authorized by the Board. |
Number of Authorized Shares; Par Value | Unlimited; No Par Value | Same |
Name of Fund | Share Class | Outstanding Shares |
Federated Intermediate Government Fund, Inc. | Institutional Shares Service Shares |
Title of Class | Name and Address | Shares | Percentage of Shares |
Federated Intermediate Government Fund, Inc.–Institutional Shares | |||
Federated Intermediate Government Fund, Inc.–Service Shares |
Name of Fund | Share Class | Outstanding Shares |
Federated Total Return Government Bond Fund | Institutional Shares Service Shares |
Title of Class | Name and Address | Shares | Percentage of Shares |
Federated Total Return Government Bond Fund–Institutional Shares Federated Total Return Government Bond Fund–Service Shares |
Secretary
(“C” REORGANIZATION)
a) | The Acquired Fund is a corporation duly organized, validly existing, and in good standing under the laws of the State of Maryland. |
b) | The Acquired Fund is registered as an open-end management investment company under the 1940 Act, the Acquired Fund'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's Articles of Incorporation 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 February 28, 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 State of Maryland, 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 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 State of Maryland law for the execution of this Agreement by the Acquired Fund, or the performance of the Agreement by 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 State of Maryland 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, has compliance 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, 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'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, represents and warrants to 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 is registered as an open-end management investment company under the 1940 Act, the Acquiring Fund'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'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 February 28, 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 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, for itself and on behalf of the Acquiring Fund, or the performance of the Agreement by the Acquiring Fund, 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 State of Maryland 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 breach by the other of any representation, warranty, or agreement contained herein to be performed at or before the Closing Date, if not cured within 30 days; |
• | a condition herein expressed to be precedent to the obligations of the terminating party that has not been met and it reasonably appears that it will not or cannot be met; or |
• | a determination by a party's Board, as appropriate, that the consummation of the transactions contemplated herein is not in the best interest of the Acquired Fund or the Acquiring Fund, respectively, and notice given to the other party hereto. |
By: |
Name: John W. McGonigle |
Title: Secretary |
By: |
Name: John W. McGonigle |
Title: Secretary |
Six Months Ended (unaudited) 8/31/2013 | Year Ended February 28 or 29, | |||||
2013 | 2012 | 2011 | 2010 | 2009 | ||
Net Asset Value, Beginning of Period | $10.27 | $10.25 | $9.94 | $9.80 | $9.58 | $9.61 |
Income From Investment Operations: | ||||||
Net investment income | 0.05 | 0.15 | 0.161 | 0.161 | 0.15 | 0.301 |
Net realized and unrealized gain (loss) on investments and futures contracts | (0.21) | 0.03 | 0.34 | 0.16 | 0.22 | 0.04 |
TOTAL FROM INVESTMENT OPERATIONS | (0.16) | 0.18 | 0.50 | 0.32 | 0.37 | 0.34 |
Less Distributions: | ||||||
Distributions from net investment income | (0.06) | (0.16) | (0.19) | (0.18) | (0.15) | (0.37) |
Net Asset Value, End of Period | $10.05 | $10.27 | $10.25 | $9.94 | $9.80 | $9.58 |
Total Return2 | (1.55)% | 1.74% | 5.10% | 3.26% | 3.89% | 3.62% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.30%3 | 0.30% | 0.30% | 0.30% | 0.30% | 0.30% |
Net investment income | 0.95%3 | 1.38% | 1.57% | 1.56% | 1.44% | 3.14% |
Expense waiver/reimbursement4 | 0.96%3 | 1.29% | 1.65% | 1.74% | 1.69% | 1.50% |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $8,007 | $7,169 | $4,379 | $4,120 | $3,346 | $2,127 |
Portfolio turnover | 203% | 123% | 193% | 149% | 108% | 287% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 109% | 41% | 68% | 49% | 62% | 46% |
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) 8/31/2013 | Year Ended February 28 or 29, | |||||
2013 | 2012 | 2011 | 2010 | 2009 | ||
Net Asset Value, Beginning of Period | $10.27 | $10.25 | $9.94 | $9.80 | $9.58 | $9.61 |
Income From Investment Operations: | ||||||
Net investment income | 0.04 | 0.13 | 0.141 | 0.141 | 0.12 | 0.281 |
Net realized and unrealized gain (loss) on investments and futures contracts | (0.21) | 0.03 | 0.34 | 0.16 | 0.23 | 0.03 |
TOTAL FROM INVESTMENT OPERATIONS | (0.17) | 0.16 | 0.48 | 0.30 | 0.35 | 0.31 |
Less Distributions: | ||||||
Distributions from net investment income | (0.05) | (0.14) | (0.17) | (0.16) | (0.13) | (0.34) |
Net Asset Value, End of Period | $10.05 | $10.27 | $10.25 | $9.94 | $9.80 | $9.58 |
Total Return2 | (1.64)% | 1.55% | 4.90% | 3.05% | 3.70% | 3.40% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.49%3 | 0.50% | 0.49% | 0.51% | 0.49% | 0.53% |
Net investment income | 0.76%3 | 1.24% | 1.38% | 1.35% | 1.27% | 2.91% |
Expense waiver/reimbursement4 | 0.96%3 | 1.35% | 1.67% | 1.74% | 1.73% | 1.56% |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $20,291 | $22,423 | $22,915 | $24,565 | $25,386 | $28,373 |
Portfolio turnover | 203% | 123% | 193% | 149% | 108% | 287% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 109% | 41% | 68% | 49% | 62% | 46% |
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) 8/31/2013 | Year Ended February 28 or 29, | |||||
2013 | 2012 | 2011 | 2010 | 2009 | ||
Net Asset Value, Beginning of Period | $11.51 | $11.80 | $11.27 | $11.32 | $11.36 | $11.20 |
Income From Investment Operations: | ||||||
Net investment income | 0.10 | 0.24 | 0.27 | 0.30 | 0.40 | 0.50 |
Net realized and unrealized gain (loss) on investments and futures contracts | (0.40) | 0.04 | 0.63 | 0.05 | (0.02) | 0.16 |
TOTAL FROM INVESTMENT OPERATIONS | (0.30) | 0.28 | 0.90 | 0.35 | 0.38 | 0.66 |
Less Distributions: | ||||||
Distributions from net investment income | (0.10) | (0.24) | (0.27) | (0.30) | (0.39) | (0.50) |
Distributions from net realized gain on investments and futures contracts | (0.13) | (0.33) | (0.10) | (0.10) | (0.03) | — |
TOTAL DISTRIBUTIONS | (0.23) | (0.57) | (0.37) | (0.40) | (0.42) | (0.50) |
Net Asset Value, End of Period | $10.98 | $11.51 | $11.80 | $11.27 | $11.32 | $11.36 |
Total Return1 | (2.64)% | 2.40% | 8.08% | 3.11% | 3.40% | 6.07% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.31%2 | 0.31% | 0.28% | 0.28% | 0.26% | 0.26% |
Net investment income | 1.73%2 | 1.95% | 2.22% | 2.60% | 3.42% | 4.43% |
Expense waiver/reimbursement3 | 0.17%2 | 0.16% | 0.17% | 0.17% | 0.22% | 0.38% |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $697,667 | $864,400 | $691,854 | $672,907 | $647,680 | $464,550 |
Portfolio turnover | 37% | 89% | 152% | 68% | 75% | 47% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 33% | 40% | 103% | 68% | 71% | 42% |
1 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
2 | Computed on an annualized basis. |
3 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
Six Months Ended (unaudited) 8/31/2013 | Year Ended February 28 or 29, | |||||
2013 | 2012 | 2011 | 2010 | 2009 | ||
Net Asset Value, Beginning of Period | $11.51 | $11.80 | $11.27 | $11.32 | $11.36 | $11.20 |
Income From Investment Operations: | ||||||
Net investment income | 0.08 | 0.20 | 0.23 | 0.26 | 0.36 | 0.46 |
Net realized and unrealized gain (loss) on investments and futures contracts | (0.40) | 0.04 | 0.63 | 0.06 | (0.02) | 0.16 |
TOTAL FROM INVESTMENT OPERATIONS | (0.32) | 0.24 | 0.86 | 0.32 | 0.34 | 0.62 |
Less Distributions: | ||||||
Distributions from net investment income | (0.08) | (0.20) | (0.23) | (0.27) | (0.35) | (0.46) |
Distributions from net realized gain on investments and futures contracts | (0.13) | (0.33) | (0.10) | (0.10) | (0.03) | — |
TOTAL DISTRIBUTIONS | (0.21) | (0.53) | (0.33) | (0.37) | (0.38) | (0.46) |
Net Asset Value, End of Period | $10.98 | $11.51 | $11.80 | $11.27 | $11.32 | $11.36 |
Total Return1 | (2.81)% | 2.05% | 7.71% | 2.76% | 3.05% | 5.71% |
Ratios to Average Net Assets: | ||||||
Net expenses | 0.65%2 | 0.65% | 0.62% | 0.62% | 0.60% | 0.60% |
Net investment income | 1.39%2 | 1.61% | 1.74% | 2.26% | 3.10% | 4.06% |
Expense waiver/reimbursement3 | 0.32%2 | 0.32% | 0.33% | 0.32% | 0.37% | 0.51% |
Supplemental Data: | ||||||
Net assets, end of period (000 omitted) | $154,437 | $278,256 | $622,581 | $158,495 | $173,789 | $144,068 |
Portfolio turnover | 37% | 89% | 152% | 68% | 75% | 47% |
Portfolio turnover (excluding purchases and sales from dollar-roll transactions) | 33% | 40% | 103% | 68% | 71% | 42% |
1 | Based on net asset value. Total returns for periods of less than one year are not annualized. |
2 | Computed on an annualized basis. |
3 | This expense decrease is reflected in both the net expense and the net investment income ratios shown above. |
1 | The BGB is a market value weighted index of U.S. government and government agency securities (other than mortgage securities) with maturities of one year or more. The index is unmanaged, and it is not possible to invest directly in an index. |
2 | The value of some mortgage-backed securities may be particularly sensitive to changes in 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. |
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. |
Federated Total Return Government Bond Fund - | Institutional Shares | Service Shares | BGB |
F | F | I | |
2/28/2003 | 10,000 | 10,000 | 10,000 |
2/29/2004 | 10,304 | 10,273 | 10,304 |
2/28/2005 | 10,487 | 10,424 | 10,441 |
2/28/2006 | 10,768 | 10,673 | 10,725 |
2/28/2007 | 11,310 | 11,174 | 11,256 |
2/29/2008 | 12,474 | 12,283 | 12,457 |
2/28/2009 | 13,231 | 12,984 | 13,172 |
2/28/2010 | 13,681 | 13,380 | 13,494 |
2/28/2011 | 14,106 | 13,749 | 13,970 |
2/29/2012 | 15,245 | 14,809 | 15,208 |
2/28/2013 | 15,611 | 15,114 | 15,509 |
1 Year | 5 Years | 10 Years | |
Institutional Shares | 2.40% | 4.59% | 4.55% |
Service Shares | 2.05% | 4.24% | 4.22% |
BGB | 0.00% | 0.00% | 0.00% |
1 | The Fund's performance assumes the reinvestment of all dividends and distributions. The BGB has been adjusted to reflect reinvestment of dividends on securities in the BGB. |
2 | The BGB 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 BGB is unmanaged, and unlike the Fund, is not affected by cash flows. It is not possible to invest directly in an index. |
4000 Ericsson Drive
Warrendale, PA 15086-7561
or call 1-800-341-7400.
CUSIP 31420H208
CUSIP 31429A105
CUSIP 31429A204
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. | Statement of Additional Information of Federated Intermediate Government Fund, Inc., dated April 30, 2013. |
2. | Statement of Additional Information of Federated Total Return Government Bond Fund, dated April 30, 2013. |
3. | Audited Financial Statements of Federated Intermediate Government Fund, Inc., dated February 28, 2013. |
4. | Audited Financial Statements of Federated Total Return Government Bond Fund, dated February 28, 2013. |
5. | Unaudited Financial Statements of Federated Intermediate Government Fund, Inc., dated August 31, 2013. |
6 | Unaudited Financial Statements of Federated Total Return Government Bond Fund, dated August 31, 2013. |
Federated Investment Management Company.
Federated Investors Tower
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Federated Administrative Services
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
4000 Ericsson Drive
Warrendale, PA 15086-7561
or call 1-800-341-7400.
2014 ©Federated Investors, Inc.
PART C. OTHER INFORMATION.
Item 15 Indemnification
(1) Indemnification is provided to Officers and Trustees of the Registrant pursuant to Section 2 of Article XI of Registrant’s Declaration of Trust. The Investment Advisory Contract provides that, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties under the Investment Advisory Contract on the part of Adviser, Adviser shall not be liable to the Registrant or to any shareholder for any act or omission in the course of or connected in any way with rendering services or for any losses that may be sustained in the purchase, holding, or sale of any security. Registrant’s Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.
(2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 is aware that in the opinion of the Securities and Exchange Commission (the “SEC”), such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by 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 issues.
(3) Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and 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 SEC 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 Declaration of Trust of the Registrant; | (1) |
1.2 | Conformed Copy of Amendment No. 1; | (2) |
1.3 | Conformed Copy of Amendment Nos. 2 and 3 | (8) |
1.4 | Conformed Copy of Amendment No. 4 | (17) |
2.1 | Copy of Bylaws of the Registration; | (1) |
2.2 | Amendment No. 1, 2 and 3 | (5) |
2.3 | Amendment No. 4 | (9) |
2.4 | Amendment No. 5 | (10) |
2.5 | Amendment No. 6 | (11) |
2.6 | Amendment No. 7 and 8 | (12) |
3 | Not Applicable |
4 | Form of Agreement and Plan of Reorganization are filed herewith as Appendix A to the Prospectus/Proxy Statement. |
5 | See exhibits (1) and (2) |
6.1 | Conformed copy of Investment Advisory Contract of the Registrant; | (2) |
6.2 | Conformed Copy of the Amendment to the Investment Advisory Contract of the Registrant; | (8) |
6.3 | Conformed copy of Amendment # 1 to Exhibit A to the Investment Advisory Contract; | (14) |
7.1 | Conformed copy of Distributor’s Contract including Exhibit A of the Registrant; | (3) |
7.2 | Conformed copy of Amendment 1 to the Distributor’s Contract of the Registrant; | (10) |
7.3 | The Registrant hereby incorporates the conformed copy of the specimen Mutual Funds Sales and Service Agreement; Mutual Funds Service Agreement; and Plan Trustee/Mutual Funds Service Agreement from Item 24 (b) (6) of the Cash Trust Series II Registration Statement on Form N-1A, filed with the Commission on July 24, 1995. (File Numbers 33-38550 and 811-6269) |
8 | Not applicable |
9.1 | Conformed copy of Custodian Contract; | (16) |
9.2 | Conformed copy of Custodian Fee Schedule; | (4) |
10.1 | Conformed copy of the Multiple Class Plan and attached exhibits | (12) |
10.2 | Institutional Shares Exhibit to Multiple Class Plan | (17) |
10.3 | Service Shares Exhibit to Multiple Class Plan | (17) |
11 | Form of Opinion and Consent of Counsel as to legality of shares being registered | (20) |
12 | Form of opinion regarding tax consequences of Reorganization of FUSGBF (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 | (5) |
13.2 | Conformed copy of Amendment to the Agreement for Fund Accounting Services, Administrative Services, Shareholder Transfer Agency Services and Custody Services Procurement | (8) |
13.3 | 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) | |
13.4 | Conformed copy of Second Amended and Restated Shareholder Services Agreement | (8) |
13.5 | The responses described in Item 23(e)(iii) are hereby incorporated by reference. | |
13.6 | 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) | |
13.7 | The Registrant hereby incorporates the conformed copy of the Second Amended and Restated Services Agreement, with attached Schedule 1 revised 6/30/04, from Item 23(h)(vii) of the Cash Trust Series, Inc. Registration Statement on Form N-1A, filed with the Commission on July 29, 2004. (File Nos. 33-29838 and 811-5843) | |
13.8 | Conformed copy of the Financial Administration and Accounting Services Agreement, with attached Exhibit A revised 3/1/2006 | (12) |
13.9 | Conformed copy of Transfer Agency and Service Agreement between the Federated Funds Listed on Exhibit A Hereto and State Street Bank and Trust Company, revised 3/1/2006 | (12) |
13.10 | Conformed copy of Financial Administration Accounting and Services Agreement, dated January 1, 2007 | (13) |
13.11 | Conformed copy of Amendment to Transfer Agency and Service Agreement, date January 1, 2008 | (14) |
13.12 | Conformed copy of Financial Administration and Accounting Services Agreement, dated March 1, 2011 | (16) |
13.13 | Conformed copy of Amended and Restated Agreement for Admin Services dated 9/1/2012 | (19) |
14.1 | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP | (20) |
15 | Not applicable |
16.1 | Unanimous Consent of Trustees for Power of Attorney | (20) |
16.2 | Power of Attorney of the Registrant | (20) |
16.3 | Conformed copy of Power of Attorney for Trustee, John T. Colllins | (20) |
16.4 | Conformed copy of Power of Attorney for Trustee, P. Jerome Richey | (20) |
17 | Form of Proxy Card | (+) |
+ | Exhibit is being filed electronically with registration statement; indicate by footnote |
ALL RESPONSES ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A (FILE NOS. 33-60411 and 811-7309) | ||
1 | Initial Registration Statement filed June 20, 1995 | |
2 | Pre-effective Amendment No. 1 filed September 12, 1995 | |
3 | PEA No. 2 filed April 30, 1996 | |
4 | PEA No. 4 filed April 24, 1998 | |
5 | PEA No. 5 filed February 26, 1999 | |
7 | PEA No. 9 filed April 26, 2001 | |
9 | PEA No. 11 filed April 28, 2003 | |
10 | PEA No. 12 filed April 29, 2004 | |
11 | PEA No. 13 filed April 28, 2005 | |
12 | PEA No. 14 filed April 26, 2006 | |
13 | PEA No. 15 filed April 27, 2007 | |
14 | PEA No. 17 filed April 28, 2009 | |
15 | PEA No. 18 filed April 26, 2010 | |
16 | PEA No. 19 filed April 28, 2011 | |
17 | PEA No. 20 filed April 26, 2012 | |
18 | PEA No. 1 filed May 16, 2012 | |
19 | PEA No. 22 filed April 24, 2013 | |
20 | N-14 filed March 4, 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, as amended, the Registrant, FEDERATED TOTAL RETURN GOVERNMENT BOND FUND, has duly caused its Registration 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 11th day of March, 2014. |
FEDERATED TOTAL RETURN GOVERNMENT BOND FUND |
BY: /s/ Gail C. Jones Gail C. Jones, Assistant Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following person in the capacity and on the date indicated: |
NAME | TITLE | DATE |
BY: /s/ Gail C. Jones Gail C. Jones Assistant Secretary | Attorney In Fact For the Persons Listed Below | March 11, 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 |