Exhibit 12
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219-1886
__________, 2003
Federated Equity Funds on behalf of Federated Capital Appreciation Fund and
Federated Kaufmann Fund Federated Total Return Government Bond Fund Federated
Total Return Series, Inc., on behalf of Federated Total Return Bond Fund
Federated Municipal Trust Federated Short-Term Municipal Trust, on behalf of
Federated Intermediate Municipal Trust Money Market Obligations Trust, on behalf
of Automated Cash Management Trust and Automated Government Money Market Trust
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Riggs Funds, on behalf of
Riggs Stock Fund
Riggs Small Company Stock Fund
Riggs U.S. Government Securities Fund
Riggs Bond Fund
Riggs Short Term Tax Free Bond Fund
Riggs Intermediate Tax Free Bond Fund
Riggs Prime Money Market Fund and Riggs U.S. Treasury Money Market Fund
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of a transaction (the "Reorganization") in which all of the assets
of each portfolio (each an "Acquired Fund") of the Riggs Funds (the "Riggs
Trust") listed on Annex A will be acquired by a corresponding portfolio (each an
"Acquiring Fund") of the trust/corporation (each a "Federated Entity") listed on
Annex A, solely in exchange for Class A Shares, Institutional Service Shares or
Shares of the corresponding Acquiring Fund (the "Acquiring Fund Shares"), which
shall thereafter be distributed to the shareholders of the corresponding
Acquired Fund (the "Acquired Fund Shareholders") in liquidation of the
corresponding Acquired Fund. The Riggs Trust and the Federated Entities are all
registered open-end management investment companies which qualify as regulated
investment companies described in Section 851(a) of the Internal Revenue Code of
1986, as amended (the "Code"). The terms and conditions of the Reorganization
are set forth in an Agreement and Plan of Reorganization dated as of ________,
2003, between the Riggs Trust and the Federated Entities (the "Agreement"). This
opinion is rendered to you pursuant to paragraph 8.5 of the Agreement.
We have reviewed and relied upon the Registration Statement on Form N-14
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") in connection with the Reorganization, the certificates
provided to us by the Riggs Trust and the Federated Entities in connection with
the rendering of this opinion, and such other documents and instruments as we
have deemed necessary for the purposes of this opinion.
Based upon and subject to the foregoing, and assuming that the
Reorganization will take place as described in the Agreement, we are of the
opinion that, for federal income tax purposes with the respect to each Acquiring
Fund:
(a) The transfer of all of the Acquired Fund assets to the Acquiring Fund
solely in exchange for the Acquiring Fund Shares and the distribution of the
Acquiring Fund Shares to the shareholders of the Acquired Fund in dissolution
and liquidation of the Acquired Fund will constitute a "reorganization" within
the meaning of Section 368(a) (1) of the Code, and the Acquiring Fund and the
Acquired Fund each will be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.
(b) No gain or loss will be recognized by the Acquiring Fund upon the
receipt of the assets of the Acquired Fund solely in exchange for Acquiring Fund
Shares.
(c) No gain or loss will be recognized by the Acquired Fund upon the
transfer of the Acquired Fund assets to the Acquiring Fund solely in exchange
for the Acquiring Fund Shares or upon the distribution (whether actual or
constructive) of the Acquiring Fund Shares to the Acquired Fund Shareholders in
exchange for their Acquired Fund Shares.
(d) No gain or loss will be recognized by the Acquired Fund Shareholders
upon the exchange of its Acquired Fund Shares for Acquiring Fund Shares.
(e) The aggregate tax basis for 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 it immediately prior to
the Reorganization. The holding period of the 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.
Notwithstanding anything herein to the contrary, we express no opinion as
to the effect of the Reorganization on the Acquiring Fund, the Acquired Fund or
any Acquired Fund Shareholder with respect to any asset as to which unrealized
gain or loss is required to be recognized for federal income tax purposes as of
the end of a taxable year (or on the termination or transfer thereof) under a
mark-to-market system of accounting.
This opinion is expressed as of the date hereof and is based upon the Code,
Treasury regulations promulgated thereunder, administrative positions of the
Internal Revenue Service (the "Service"), and judicial decisions, all of which
are subject to change either prospectively or retroactively. There can be no
assurance that changes in the law will not take place which could affect the
opinions expressed herein or that contrary positions may not be taken by the
Service. We disclaim any undertaking to advise you with respect to any event
subsequent to the date hereof.
The opinions contained herein are limited to those matters expressly
covered; no opinion is to be implied in respect of any other matter. This
opinion is addressed solely to you and may not be relied upon by any other
person without our prior written consent. We hereby consent to the filing of a
copy of this opinion with the Commission as an exhibit to the Registration
Statement.
Very truly yours,
Dickstein Shapiro Morin & Oshinsky LLP