1933 Act File No. 2-57181
1940 Act File No. 811-2677
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ..........
Post-Effective Amendment No. 46 .......... X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 32 ......................... X
FEDERATED MUNICIPAL SECURITIES FUND, INC.
(formerly, Liberty Municipal Securities Fund, Inc.)
(Exact Name of Registrant as Specified in Charter)
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
X immediately upon filing pursuant to paragraph (b)
on pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on pursuant to paragraph (a)(ii) of Rule 485.
-----------------
If appropriate, check the following box:
This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and:
X filed the Notice required by that Rule on May 15, 1995; or
intends to file the Notice required by that Rule on or about
; or
------------
during the most recent fiscal year did not sell any securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, and, pursuant to
Rule 24f-2(b)(2), need not file the Notice.
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of LIBERTY MUNICIPAL
SECURITIES FUND, INC. , which is comprised of three classes of shares, Class
A Shares (1); Class B Shares (2); and Class C Shares (3), is comprised of
the following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross Reference)
Item 1. Cover Page...............Cover Page (1-3).
Item 2. Synopsis.................Synopsis (1-3); Summary of Fund Expenses
(1-3).
Item 3. Condensed Financial
Information..............Financial Highlights (1-3).
Item 4. General Description of
Registrant...............Performance Information (1-3); General
Information (1-3); Liberty Family of Funds
(1-3); Investment Information (1-3);
Investment Objectives (1-3); Investment
Policies (1-3); Portfolio Turnover (1-3);
Investment Risks (1-3); Investment
Limitations (1-3); Other Classes of Shares
(1-3).
Item 5. Management of the Fund...Fund Information (1-3); Management of the
Fund (1-3); Distribution of Shares (1-3);
Distribution Plan (2,3); Shareholder
Services Plan (1-3); Other Payments to
Financial Institutions (1-3);
Administration of the Fund (1-3);
Brokerage Transactions (1-3).
Item 6. Capital Stock and Other
Securities...............Dividends and Distributions (1-3);
Shareholder Information (1-3); Voting
Rights (1-3); Tax Information (1-3);
Pennsylvania Corporate and Personal
Property Taxes (1-3).
Item 7. Purchase of Securities Being
Offered..................Net Asset Value (1-3); How to Purchase
Shares (1-3); Investing in Class A Shares
(l); Investing in Class B Shares (2);
Investing in Class C Shares (3); Reducing
or Eliminating the Sales Load (l); Special
Purchase Features (1-3); Exchange
Privilege (1-3); Requirements for Exchange
(1-3); Tax Consequences (1-3); Making an
Exchange (1-3).
Item 8. Redemption or Repurchase.How to Redeem Shares (1-3); Special
Redemption Features (1-3); Contingent
Deferred Sales Charge (1-3); Elimination
of Contingent Deferred Sales Charge (1-3);
Account and Share Information (1-3).
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.
Item 10. Cover Page...............Cover page (1-3).
Item 11. Table of Contents........Table of Contents (1-3).
Item 12. General Information and
History..................General Information About the Fund (1-3).
Item 13. Investment Objectives and
Policies.................Investment Objective and Policies (1-3).
Item 14. Management of the Fund...See Part A - Management of the Fund (1-3).
Item 15. Control Persons and Principal
Holders of Securities....Fund Ownership (1-3).
Item 16. Investment Advisory and Other
Services.................Investment Advisory Services (1-3);
Administrative Services (1-3).
Item 17. Brokerage Allocation.....Brokerage Transactions (1-3).
Item 18. Capital Stock and Other
Securities...............Not applicable.
Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered............Purchasing Shares (1-3); Distribution Plan
(Class B Shares and Class C Shares Only)
and Shareholder Services Plan (1-3);
Determining Net Asset Value (1-3);
Redeeming Shares (1-3).
Item 20. Tax Status...............Tax Status (1-3).
Item 21. Underwriters.............See Part A - Distribution of (Class A, B
or C) Shares (1-3).
Item 22. Calculation of Performance
Data.....................Total Return (1-3); Yield (1-3); Tax-
Equivalent Yield (1-3); Performance
Comparisons (1-3).
Item 23 Financial Statements.....Financial Statements (incorporated by
reference into Part B, to Registrant's
Annual Report dated March 31, 1995; File
Nos. 2-57181 and 811-2677) (1-3).
Incorporate by reference pursuant to Rule 411 under the Securities Act of
1933, Parts A and B of Post-Effective Amendment No. 45 filed May 25, 1995, in
their entirety.
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements. (Incorporated by reference to the
Registrant's Annual Report dated March 3l, l995 pusuant to
Rule 411 under the Securities Act of 1933.) (File Nos. 2-57181
and 811-2677);
(b) Exhibits and Consents:
(1) (i) Conformed copy of Articles of Incorporation of the
Registrant; +
(ii) Copy of amendment to Articles of Incorporation;+
(2) (i) Copy of By-Laws of the Registrant; +
(ii) Copy of Amendment to By-Laws effective August
26, l987; (8)
(iii) Copy of Amendment to By-Laws effective September
30, 1976; +
(iv) Copy of Amendment to By-Laws effective February
17, 1984; +
(v) Copy of Amendment to By-Laws effective
February 21, 1985; +
(vi) Copy of Amendment to By-Laws effective
August 27, 1986; +
(vii) Copy of Amendment to By-Laws effective
February 2, 1987; +
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of Capital Stock
of the Registrant; +
(5) Conformed Copy of Investment Advisory Contract of the
Registrant; (9)
(6) (i) Conformed copy of Distributor's Contract of the
Registrant; (12)
(ii) Conformed copy of Exhibit D to the Distributor's
Contract; (13)
(iii) The Registrant hereby incorporates the conformed
copy of the specimen Mutual Funds Sales and Service
Agreement; Mutual Funds Service Agreement from Item
4(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)
(7) Not applicable;
+All exhibits have been filed electronically.
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 35 on Form N-1A filed July 27, 1989. (File Nos. 2-57181
and 811-2677)
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 36 on Form N-1A filed July 17, 1990. (File Nos. 2-57181
and 811-2677)
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 42 on Form N-1A filed May 25, 1994. (File Nos. 2-57181
and 811-2677)
13. Response is icorporated by reference to Registrant's Post-Effective
Amendment No. 45 on Form N-1A filed May 25, 1995. (File Nos. 2-57181 and
811-2677)
(8) Conformed Copy of Custodian Contract of the Registrant;
(13)
(9) (i) Conformed Copy of Agreement for Fund Accounting,
Shareholder Recordkeeping and Custody Services
Procurement; (13)
(ii)The responses described in Item 24(b)(6) are hereby
incorporated by reference.
(10) Not applicable.
(11) Conformed Copy of Consent of Independent Public Auditors;
(13)
(12) Not applicable;
(13) Not applicable;
(14) Not applicable;
(15) (i) Copy of Distribution Plan of the
Registrant; +
(ii) The responses described in Item 24(b)(6) are hereby
incorporated by reference.
(16) Schedule for Computation of Fund Performance Data;+
(17) Copy of Financial Data Schedules; (13)
(18) Not Applicable;
(19) Conformed copy of Power of Attorney; (13)
Item 25. Persons Controlled by or Under Common Control with Registrant:
None.
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of March 29, 1996
Shares of capital stock
($0.0l per share par value)
Class A Shares 24,250
Class B Shares 1,535
Class C Shares 699
Item 27. Indemnification:(ll)
+All exhibits have been filed electronically.
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 38 on Form N-1A filed July 22, 1992. (File Nos. 2-57181
and 811-2677)
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 42 on Form N-1A filed May 25, 1994. (File Nos. 2-57181
and 811-2677)
13. Response is icorporated by reference to Registrant's Post-Effective
Amendment No. 45 on Form N-1A filed May 25, 1995. (File Nos. 2-57181 and
811-2677)
Item 28. Business and Other Connections of Investment Adviser:
(a) For a description of the other business of the investment
adviser, see the section entitled "Fund Information - Management of
the Fund" in Part A. The affiliations with the Registrant of four
of the Directors and one of the Officers of the investment adviser
are included in Part A of this Registration Statement under "Fund
Management - Officers and Directors." The remaining Directors of
the investment adviser, his position with the investment adviser,
and, in parentheses, his principal occupation is: Mark D. Olson,
Partner, Wilson, Halbrook & Bayard, 107 W. Market Street,
Georgetown, Delaware 19947.
The remaining Officers of the investment adviser are: William D.
Dawson, III, Henry A. Frantzen, Mark L. Mallon, and J. Thomas
Madden, Executive Vice Presidents; Henry J. Gailliot, Senior Vice
President-Economist; Peter R. Anderson, Drew J. Collins, Jonathan
C. Conley, Mark Durbiano, J. Alan Minteer, Mary Jo Ochson, and
Robert J. Ostrowski, Senior Vice Presidents; J. Scott Albrecht,
Joseph M. Balestrino, Randall A. Bauer, David F. Belton, David A.
Briggs, Kenneth J. Cody, Deborah A. Cunningham, Michael P.
Donnelly, Linda A. Duessel, Kathleen Foody-Malus, Thomas M. Franks,
Edward C. Gonzales, Timothy E. Keefe, Stephen A. Keen, Mark S.
Kopinski, Jeff A. Kozemchek, Marian R. Marinack, Susan M. Nason,
Frederick L. Plautz, Jr., Charles A. Ritter, James D. Roberge,
Frank Semack, William F. Stotz, Edward J. Tiedge, Sandra L.
Weber,and Christopher H. Wiles, Vice Presidents; Thomas R. Donahue,
Treasurer, and Stephen A. Keen, Secretary. The business address of
each of the Officers of the investment adviser is Federated
Investors Tower, Pittsburgh, PA 15222-3779. These individuals are
also officers of a majority of the investment advisers to the Funds
listed in Part B of this Registration Statement.
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor for shares of the
Registrant, also acts as principal underwriter for the following
open-end investment companies: 111 Corcoran Funds; Annuity
Management Series; Arrow Funds; Automated Government Money Trust;
BayFunds; Blanchard Funds; Blanchard Precious Metals Fund, Inc.;
Cash Trust Series II; Cash Trust Series, Inc.; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated
Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds;
Federated Equity Income Fund, Inc.; Federated Fund for U.S.
Government Securities, Inc.; Federated GNMA Trust; Federated
Government Income Securities, Inc.; Federated Government Trust;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust;
Federated Income Securities Trust; Federated Income Trust;
Federated Index Trust; Federated Institutional Trust; Federated
Insurance Series; Federated Master Trust; Federated Municipal
Opportunities Fund, Inc.; Federated Municipal Securities Fund,
Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock
and Bond Fund, Inc.; Federated Stock Trust; Federated Tax-Free
Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund:
1-3 Years; Federated U.S. Government Securities Fund: 2-5 Years;
Federated U.S. Government Securities Fund: 5-10 Years; Federated
Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; Fortress Utility Fund, Inc.; High Yield Cash Trust;
Independence One Mutual Funds; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty U.S. Government Money Market
Trust; Liquid Cash Trust; Managed Series Trust; Marshall Funds,
Inc.; Money Market Management, Inc.; Money Market Obligations
Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; SouthTrust
Vulcan Funds; Star Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; The Biltmore Funds; The Biltmore Municipal
Funds; The Monitor Funds; The Planters Funds; The Starburst Funds;
The Starburst Funds II; The Virtus Funds; Tower Mutual Funds;
Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust
for U.S. Treasury Obligations; Vision Group of Funds, Inc.;
andWorld Investment Series, Inc.
Federated Securities Corp. also acts as principal underwriter for
the following closed-end investment company: Liberty Term Trust,
Inc.- 1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Underwriter With Registrant
Richard B. Fisher Director, Chairman, Chief Vice President
Federated Investors Tower Executive Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
Secretary, and Asst.
Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive ViceExecutive Vice
Federated Investors Tower President, Federated, President
Pittsburgh, PA 15222-3779 Securities Corp.
John W. McGonigle Director, Federated Executive Vice
Federated Investors Tower Securities Corp. President and
Pittsburgh, PA 15222-3779 Secretary
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Byron F. Bowman Vice President, Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzgerald Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joeseph Kenedy Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Steven A. La Versa Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John C. Shelar, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Timothy Radcliff Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas R. Donahue Asstistant Secretary, --
Federated Investors Tower Assistant Treasurer,
Pittsburgh, PA 15222-3779 Federated Securities Corp.
Joseph M. Huber Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David M. Taylor Assistant Secretary, Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(c) Not applicable
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779
Federated Services Company P.O. Box 8600
("Transfer Agent and Dividend Boston, MA 02266-8600
Disbursing Agent")
Federated Adminstrative ServicesFederated Investors Tower
("Adminstrator") Pittsburgh, PA 15222-3779
Federated Advisers Federated Investors Tower
("Adviser") Pittsburgh, PA 15222-3779
State Street Bank and Trust Company P.O. Box 8600
("Custodian") Boston, MA 02266-8600
Item 31. Management Services: Not applicable.
Item 32. Undertakings:
Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders, upon request and without charge.
Registrant hereby undertakes to comply with the provisions of
Section 16 (c) of the 1940 Act with respect to the removal of
Directors and the calling of special shareholder meetings by
shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, FEDERATED MUNICIPAL
SECURITIES FUND, INC. (formerly, Liberty Municipal Securities Fund, Inc.),
certifies that it meets the requirements for effectiveness of this Amendment
to its Registration Statement pursuant to Rule 485(b) under the Securities
Act of 1933 and has duly caused this Amendment to its Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in
the City of Pittsburgh and Commonwealth of Pennsylvania, on the 25th day of
May, 1996.
FEDERATED MUNICIPAL SECURITIES FUND, INC.,
(formerly, Liberty Municipal Securities Fund, Inc.)
BY: /s/Charles H. Field
Charles H. Field, Assistant Secretary
Attorney in Fact for John F. Donahue
May 25, 1996
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/Charles H. Field
Charles H. Field Attorney In Fact May 25, 1996
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Director
(Chief Executive Officer)
J. Christopher Donahue* President and Director
David M. Taylor* Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Director
John T. Conroy, Jr.* Director
William J. Copeland* Director
James E. Dowd* Director
Lawrence D. Ellis, M.D.* Director
Edward L. Flaherty, Jr.* Director
Peter E. Madden* Director
Gregor F. Meyer* Director
John E. Murray, Jr.* Director
Wesley W. Posvar* Director
Marjorie P. Smuts* Director
ARTICLES OF INCORPORATION
OF
FEDERATED TAX-FREE INCOME FUND, INC.
FIRST: The undersigned, John W. McGonigle, whose post office address is
421 Seventh Avenue, Pittsburgh, Pennsylvania, 15219, being at least twenty-
one years of age, does under and by virtue of the General Laws of the State
of Maryland authorizing the formation of corporations, hereby form a
corporation.
SECOND: The name of the Corporation is FEDERATED TAX-FREE INCOME FUND,
INC.
THIRD: The purpose for which the Corporation is formed is to act as an
open-act investment company of the management type registered as such with
the Securities and Exchange Commission pursuant to the Investment Company Act
of 1940 and to exercise and generally to enjoy all of the powers, rights and
privileges granted to, or conferred upon, corporations by the General Laws of
the State of Maryland now or hereafter in force.
FOURTH: The post office address of the principal office and the office
of the resident agent of the Corporation in the State of Maryland is First
Maryland Building, 24 South Charles Street, Baltimore, Maryland, 21201. The
resident agent of the Corporation in the State of Maryland is THE CORPORATION
TRUST INCORPORATION, which is a corporation organized and existing under the
laws of the State of Maryland.
FIFTH: The total number of shares of stock which the Corporation shall
have authority to issue is 100,000,000 shares of Capital Stock, all of one
class, of the par value of $0.01 per share, and of the aggregate par value of
$1,000,000.
SIXTH: 1. The number of Directors of the Corporation shall be three,
or such other number as may be from time to time fixed in the manner provided
by the By-Laws of the Corporation but shall never be less than three (3).
2. The names of the Directors who shall act until the first
Annual Meeting or until their successors are duly chosen and qualify are:
JOHN F. DONAHUE
RICHARD B. FISHER
GLEN R. JOHNSON
SEVENTH: The Board of Directors is empowered to authorize the issuance
from time to time of shares of Capital Stock of the Corporation, whether now
or hereafter authorized; provided, however, that the consideration per share
to be received by the Corporation upon the issuance or sale of any shares of
its Capital Stock shall be the net asset value per share determined in
accordance with the requirements of the Investment Company Act of 1940 and
the applicable rules and regulations of the Securities and Exchange
Commission (or any succeeding governmental authority) and in conformity with
generally accepted accounting practices and principles.
EIGHTH: (a) To the extent the Corporation has funds or property
legally available therefor, each stockholder of the Corporation shall have
the right at such times as may be permitted by the Corporation, but no less
frequently than once each week, to require the Corporation to redeem all or
any part of his shares at a redemption price equal to the net asset value per
share of the Capital Stock next determined after the shares are tendered for
redemption; said determination of the net asset value per share to be made in
accordance with the requirements of the Investment Company Act of 1940 and
the applicable rules and regulations of the Securities and Exchange
Commission (or any succeeding governmental authority) and in conformity with
generally accepted accounting practices and principles.
Notwithstanding the foregoing, the Corporation may postpone payment or
deposit of the redemption price and may suspend the right of the holders of
Capital Stock to require the Corporation to redeem shares of such Capital
Stock during any period when (i) the New York Stock Exchange is closed for
other than weekends and holidays; (ii) The Securities and Exchange Commission
has by order permitted such suspension; (iii) an emergency as defined by
rules of the Securities and Exchange Commission exists, making disposal or
portfolio securities or valuation of net assets of the Corporation not
reasonably practicable; or (iv) trading on the New York Stock Exchange is
restricted under conditions set forth in the rules and regulations of the
Securities and Exchange Commission.
(b) The Corporation shall have the right, exercisable at the
discretion of the Board of Directors, to redeem shares of any shareholder for
their then current net asset value per share if at such time the shareholder
owns shares having an aggregate net asset value of less than $1,000.00.
NINTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Corporation and of the
Directors and Stockholders:
1. No Stockholder of the Corporation shall have any pre-
emptive or preferential right of subscription to any shares of any class
of the stock of the Corporation whether now or hereafter authorized.
The Board of Directors may issue shares of the Capital Stock of the
Corporation without offering the same either in whole or in part to the
Stockholders.
2. Capital Stock of the Corporation may be purchased, held
and disposed of by the Officers and Directors of the Corporation, by
partnerships of which any such Officer or Director may be a member and
by corporations of which any Officer or Director of the Corporation may
be an officer or director. Except as above set forth, or authorized by
the Securities and Exchange Commission, the Officers and Directors of
the Corporation and partnerships or corporations which are affiliates of
the Officers or Directors may not deal with the Corporation as
principals in the purchase or sale of any securities or other property.
3. The Corporation may enter into exclusive or non-exclusive
underwriting contracts or contracts for the sale of its shares and may
also enter into contracts for investment advisory, management and
administrative services. The terms and conditions, methods of
authorizations, renewal, amendment and termination of the aforesaid
contracts shall be as determined at the discretion of the Board of
Directors; subject, however, to the provisions of the Charter of the
Corporation, the By-Laws of the Corporation, applicable state law, and
the Investment Company Act of 1940 and the rules and regulations of the
Securities and Exchange Commission.
4. Except as otherwise provided by law or by the Charter of
the Corporation, no contract or other transaction between the
Corporation and any person, partnership or corporation and no act of the
Corporation shall in any way be affected or invalidated by the fact that
any Officer or Director of the Corporation is pencuniarily or otherwise
interested therein or is such person or a member, officer or director of
such partnership or other corporation, provided that the fact of such
interest shall be known to the Board of Directors of the Corporation.
Specifically, but without limitation of the foregoing, the Corporation
may:
(a) Enter into a written underwriting contract, management
contract or contracts for research and advisory services with
Federated Research Corp., or its parent, affiliates or
subsidiaries thereof, or their respective successors, or
otherwise do business with such corporation, notwithstanding
the fat that one or more of the Directors of the Corporation
and some or all of its Officers are, have been, or may become
Directors, Officers, Employees or Stockholders of Federated
research Corp. or its parent, affiliates or subsidiaries or
successors, and in the absence of actual fraud the Corporation
may deal freely with Federated Research Corp. or its parent,
affiliates, subsidiaries or successors, and neither such
underwriting contract, management contract or contract for
research and advisory services nor any other contract or
transaction between the Corporation and Federated Research
Corp. or its parent, affiliates, subsidiaries or successors
shall be invalidated or in anywise affected thereby, nor shall
any Director or Officer of the Corporation be liable to the
Corporation or to any other person for any loss incurred under
or by reason of any such contract or transaction. Anything to
the foregoing notwithstanding, no officer or director or
underwriter of or investment adviser of the Corporation shall
be protected against any liability to the Corporation or to
its security holders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
his office.
5. No Officer or Director of the Corporation or of any
investment advisory company or management company, nor the Corporation
itself, nor such investment advisory or management company or
underwriter of the Corporation shall take long or short positions in
respect of any shares of the capital stock issued by the Corporation;
provided, however, that such prohibition shall not present:
(a) Any underwriter from purchasing from the Corporation
shares of capital stock issued by the Corporation, provided
that orders to purchase from the Corporation are entered with
the Corporation by such underwriter either for investment or
upon receipt by it of purchase orders for shares of stock of
the Corporation, and provided such purchases are not in excess
of purchase orders received by such underwriter;
(b) The Corporation or any distributor or underwriter from
maintaining a market for shares of capital stock issued by the
Corporation;
(c) The purchase from the Corporation of shares of capital
stock of the Corporation by the Officers or Directors of the
Corporation or of any investment advisory, management company
or underwriter or distributor of the Corporation at the prices
available to the public or as authorized by the Securities and
Exchange Commission at the moment of such purchase.
6. The Corporation shall indemnify its officers, directors,
employees and agents and any person who serves at the request of the
Corporation as a Director, Officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise to
the extent permitted by Maryland law as amended from time to time,
provided, however, that no officer or director shall be protected
against any liability to the Corporation or its stockholders to which he
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the
conduct of his office.
7. The Board of Directors shall, subject to the laws of
Maryland, have power to determine, from time to time, whether and to
what extent and at what times and places and under what conditions and
regulations any accounts and books of the Corporation, or any of them,
shall be open to the inspection of Stockholders.
8. Notwithstanding any provisions of law requiring a greater
proportion than a majority of the votes of all classes or of any class
of stock entitled to be cast, to take or authorize any action, the
Corporation may take or authorize any such action upon the concurrence
of a majority of the aggregate number of the votes entitled to be cast
thereon.
9. The Corporation reserves the right from time to time to
make any amendment of its Charter now or hereafter authorized by law,
including any amendment which alters the contract rights, as expressly
set forth in its Charter, of any outstanding capital stock, except that
no action affecting the validity or accessibility of such shares shall
be taken without the unanimous approval of the outstanding shares of
Capital Stock.
10. In addition to the powers and authority conferred upon
them by the Charter of the Corporation or by law, the Board of Directors
may exercise all such powers and authority and do all such acts and
things as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of applicable state law and the Charter
and By-Laws of the Corporation.
TENTH: The Corporation acknowledges that it is adopting its corporation
name through permission of Federated Investors, Inc., a Pennsylvania
corporation, and agrees that Federated Investors, Inc. reserves to itself and
any successor to its business the right to withdraw from the Corporation the
use of the name "Federated" or any similar name to any other investment
company or business enterprise.
ELEVENTH: In addition to the powers and authority conferred upon them
by the Charter of the Corporation or by law, the Board of Directors may
exercise all such powers and authority and do all such acts and things as may
be exercised or done by the Corporation, subject, nevertheless, to the
provisions of applicable state law and the Charter and By-Laws of the
Corporation.
TWELFTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, I have signed these Articles of Incorporation of the
7th day of September, 1976.
/s/ John W. McGonigle
FEDERATED TAX-FREE INCOME FUND, INC.
ARTICLE OF AMENDMENT
(Under Sections 11-12)
FEDERATED TAX-FREE INCOME FUND, INC., a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The Charter of the Corporation is hereby amended as follows:
1. By striking out Article FIFTH and substituting in its place
the following:
"FIFTH: The total number of shares of stock which the
Corporation shall have authority to issue is
1,000,000,000 shares of Capital Stock, all of one class,
of the par value of $0.01 per share, and of the aggregate
par value of $10,000,000."
Prior to the amendment, the total number of shares of stock
which the Corporation had authority to issue was 100,000,000
shares, all of one class, of the par value of $0.01 per share,
and of the aggregate par value of $1,000,000.
2. By adding the following subparagraphs (c) and (d) to Article
EIGHT:
"(c) Each share of Capital Stock of the Corporation
is subject to redemption by the Corporation at the
redemption price computer in the manner set forth in
subparagraph (a) of Article EIGHT of these Articles of
Incorporation at any time if the Board of Directors, in
its sole discretion, determines that failure to so redeem
may result in the Corporation being classified as a
personal holding company as defined in the Internal
Revenue Code.
("d) Transfers of Capital Stock will be recorded in
the stock transfer records of the Corporation at the
request of the holders thereof at any time during normal
business hours of the Corporation unless the Board of
Directors of the Corporation determines, in its sole
discretion, that allowing such transfer may result in the
Corporation being classified as a personal holding
company as defined in the Internal Revenue Code."
3. By adding the following paragraph 11 to Article NINTH:
"11. The Board of Directors is expressly authorized
to determine in accordance with generally accepted
accounting principles and practices what constitutes net
profits, earnings, surplus or net assets in excess of
capital, and to determine what accounting periods shall
be used by the Corporation for any purpose, whether
annual or any other period, including daily; to set apart
out of any funds of the Corporation such reserves for
such purposes as it shall determine and to abolish the
same; to declare and pay dividends and distributions in
cash, securities or other property from surplus or any
funds legally available therefor, at such intervals
(which may be as frequently as daily) or on such other
periodic basis, as it shall determine; to declare such
dividends or distributions by means of a formula or other
method of determination, at meetings held less frequently
than the frequency of the effectiveness of such
declarations; to establish payment dates for dividends or
any other distributions on any basis, including dates
occurring less frequently than the effectiveness off
declarations thereof; and to provide for the payment of
declared dividends on a date earlier or later than the
specified payment date in the case of stockholders of the
Corporation redeeming their entire ownership of shares of
the Corporation."
SECOND: The Board of Directors of the Corporation at a meeting duly
convened and held on September 28, 1976, adopted a resolution in which was
set forth the foregoing amendments to the Charter declaring that said
amendments of the Charter were advisable and directing that they be submitted
for action thereon at a Special Meeting of Stockholders of the Corporation to
be held on September 29, 1976, or at any adjournment or adjournments thereof.
THIRD: Notice setting forth the said amendment of the Charter and
stating that the purpose of the meeting of the stockholders would be to take
action thereon, was given, as required by law, to all stockholders entitled
to vote thereon, was given, as required by law, to all stockholders entitled
to vote thereon; and like notice was given to all stockholders of the
Corporation not entitled to vote thereon, whose contract rights as expressly
set forth in the Charter would be altered by the amendment.
FOURTH: The amendment of the Charter of the Corporation as herein set
forth was approved by the Stockholders of the Corporation at a Special
Meeting of the Stockholders held on September 29, 1976, by all the votes
entitled to be cast thereon as required by the Charter.
FIFTH: The amendment of the Charter of the Corporation as hereinabove
set forth has been duly advised by the Board of Directors and approved by the
Stockholders of the Corporation.
IN WITNESS WHEREOF, FEDERATED TAX-FREE INCOME FUND, INC. has caused
these presents to be signed in its name and on its behalf by its President or
one of its Vice Presidents and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant Secretaries on September
30, 1976.
FEDERATED TAX-FREE INCOME FUND, INC.
By: /s/ Glen R. Johnson
President
Attest:
/s/ John W. McGonigle
Secretary
BY-LAWS
FEDERATED TAX-FREE INCOME FUND, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The Annual Meeting of Stockholders of the
Corporation shall be held on the fourth Tuesday of September in each year
unless such day is a legal holiday in which case the meeting shall be held at
the same time on the next succeeding business day which is not a legal
holiday. The business to be transacted at the Annual Meeting shall include
the election of Directors, consideration and action upon the reports of
Officers and Directors, and any other business within the power of the
Corporation.
Section 2. SPECIAL MEETINGS. Special Meetings of Stockholders may be
called by the President of the Board of Directors or by the Board of
Directors; and shall be called by the Chairman, President, Secretary or any
Directors at the request in writing of the holders of not less than 25% of
the outstanding voting shares of the Corporation. Any such request shall
state the purposes of the proposed meeting.
Section 3. PLACE OF MEETINGS. All meetings of the Stockholders shall
be held at the office of the Corporation in Pittsburgh, Pennsylvania, or at
such other places within or without the State of Maryland as may be fixed by
the party or parties making the call as stated in the notice thereof.
Section 4. NOTICE. Not less than ten or more than ninety days before
the date of every Annual or Special Meeting of Stockholders the Secretary or
an Assistant Secretary shall give to each Stockholder of record notice of
such meeting by mail, telegraph, cable or radio. Such notice shall be deemed
to have been given when deposited in the mail or with a telegraph or cable or
radio. Such notice shall be deemed to have been given when deposited in the
mail or with a telegraph or cable office or radio station for transmission to
the Stockholder at his address appearing on the books of the Corporation. It
shall not be necessary to set forth the business proposed to be transacted in
the notice of any Annual Meeting except that any proposal to amend the
Charter of the Corporation shall be set forth in such notice. Notice of a
Special Meeting shall state the purpose of purposes for which it is called.
Section 5. QUORUM. At all meetings of the Stockholders the presence in
person or by proxy of Stockholders entitled to cast a majority in number of
votes shall be necessary to constitute a quorum for the transaction of
business. In the absence of a quorum at any meeting a majority of those
Stockholders present in person or by proxy may adjourn the meeting from time
to time to be held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as above defined,
shall be present, whereupon any business may be transacted which might have
been transacted at the meeting originally called had the same been held at
the time so called.
Section 6. VOTING. At all meetings of Stockholders each Stockholder of
the Corporation shall be entitled to one vote or fraction thereof for each
share of voting stock standing in his name on the books of the Corporation on
the date for the determination of Stockholders entitled to vote as such
meeting.
Section 7. PROXIES. Any Stockholder entitled to vote at any meeting of
Stockholders may vote either in person or by proxy, but no proxy which is
dated more than eleven months before the meeting named therein shall be
accepted. Every proxy shall be accepted. Every proxy shall be in writing
subscribed by the Stockholder or his duly authorized attorney and dated, but
need not be sealed, witnessed or acknowledged. All proxies shall be filed
with and verified by the Secretary, or an Assistant Secretary of the
Corporation of if the meeting shall so decide, by the Secretary of the
Meeting.
Section 8. INFORMAL ACTION BY STOCKHOLDERS. Any action required or
permitted to be taken at any meeting of Stockholders may be taken without a
meeting, if a consent in writing, setting forth such action, is signed by all
the Stockholders entitled to vote the records of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. POWERS. The Board of Directors shall have control and
management of the affairs, business and properties of the Corporation. They
shall have and exercise in the name of the Corporation and on behalf of the
Corporation all the rights and privileges legally exercisable by the
Corporation except as otherwise provided by law, the Charter, or these By-
Laws.
Section 2. NUMBER, QUALIFICATIONS, MANNER OF ELECTION AND TERM OF
OFFICE. The number of Directors of the Corporation shall be as fixed from
time to time by a majority of the entire Board of Directors but shall be no
less than three nor more than twenty. Directors need not be Stockholders.
The Board of Directors may from time to time by a majority of the entire
Board increase or decrease the number of Directors to such number as they
deem expedient not to be less than three nor more than twenty, however, and
fill the vacancies so created. The term of office of a Director shall not be
affected by any decrease in the number of Directors made by the Board
pursuant to the foregoing authorization. Until the first Annual Meeting of
Stockholders or until successors are duly elected and qualify, the Board of
Directors shall consists of the persons named as such in the Charter. The
Members of the Board of Directors shall be elected by the Stockholders at the
Annual Meeting of Stockholders. Each Director shall hold office until the
Annual Meeting next held after his election and until the election and
qualification of his successor.
Section 3. PLACE OF MEETING. The Board of Directors may hold its
meetings at such place or places within or without the State of Maryland as
the Board may from time to time determine.
Section 4. ANNUAL MEETINGS. The Board of Directors shall meet for the
election of Officers and any other business as promptly as may conveniently
be done after the adjournment of the Annual Meeting of Stockholders.
Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such intervals and on such dates as the Board may
from time to time designate.
Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at such times and at such places as may be designated
at the call of such meetings. Special meetings shall be called by the
Secretary or Assistant Secretary at the request of the Chairman, President or
any Director.
Section 7. NOTICE. The Secretary or Assistant Secretary shall give, at
least two days before the meeting, notice of each meeting of the Board of
Directors, whether Annual, Regular or Special, to each member of the Board by
mail, telegram or telephone to his last know address. It shall not be
necessary to state the purpose or business to be transacted in the notice of
any Annual or Regular meeting. The notice of a Special Meeting shall state
the purpose or purposes for which it is called. Personal attendance at any
meeting by a Director other than to protest the validity of said meeting
shall constitute a waiver of the foregoing requirement of notice.
Section 8. CONDUCT OF MEETINGS AND BUSINESS. The Board of Directors
may adopt such rules and regulations for the conduct of their meetings and
the management of the affairs of the Corporation as they may deem proper and
not inconsistent with applicable law, the Charter of the Corporation or these
By-Laws.
Section 9. QUORUM. A majority of the total membership of the Board of
Directors shall constitute a quorum at any meeting of the Board of Directors.
The action of a majority of Directors present at any meeting at which a
quorum is present shall be the action of the Board of Directors unless the
concurrence of a greater proportion is required for such action by statute,
the Charter of the Corporation, or these By-Laws. In the absence of a quorum
at any meeting a majority of Directors present may adjourn the meeting from
day to day or for such longer periods as they may designate without notice
other than by announcement at the meeting.
Section 10. RESIGNATIONS. Any Director of the Corporation may resign
at any time by mailing or delivering, or transmitting by radio, telegraph or
cable, written notice to the Chairman of the Board of Directors or to the
Secretary of the Corporation. The resignation of any Director shall take
effect at the time specified therein, and, unless otherwise specified
therein, the acceptable of such resignation shall not be necessary to make it
effective.
Section 11. REMOVAL. At any meeting of Stockholders duly called for
the purpose any Director may by the vote of a majority of all of the shares
of stock outstanding and entitled to vote be removed from office. At the
same meeting the vacancy in the Board of Directors may be filled by the
election of a Director to serve for the remainder of the term and until the
election and qualification of his successor.
Section 12. VACANCIES. Except as otherwise provided by law, any
vacancy occurring in the Board of Directors for any cause other than by
reason of an increase in the number of Directors may be filled by a majority
of the remaining members of the Board of Directors although such majority is
less than a quorum and any vacancy occurring by reason of an increase in the
number of Directors may be filled by action of a majority of the entire Board
of Directors, provided, however, that upon the death, resignation or removal
during any consecutive period of twelve months of more than one-half of the
Directors holding office at the beginning of such period, a Shareholders'
Meeting shall be called forthwith for the purpose of electing an entire new
Board, including the vacancies filled pursuant to this Section of the By-
Laws. A Director elected by the Board to fill a vacancy shall be elected to
hold office until the next Annual Meeting of Stockholders may, at any time
during the term of such Director elected to fill a vacancy, elect some other
person to fill said vacancy and thereupon the election by the Board shall be
superseded and such election by the Stockholders shall be deemed a filling of
the vacancy and not a removal and may be made at any meeting called for such
purpose.
Section 13. COMPENSATION OF DIRECTORS. The Directors shall not receive
any stated salary for their services as Directors, but by Resolution of the
Board of Directors a fixed fee and expenses of attendance may be allowed for
attendance at each Meeting. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity, as
an officer, Agent or otherwise, and receiving compensation therefor.
Section 14. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any Annual, Regular or Special Meeting of the Board
of Directors may be taken without a meeting if a written consent to such
action is signed by all members of the Board and such written consent is
filed with the minutes of proceedings of the Board.
Section 15. POWER TO DECLARE DIVIDENDS. The Board of Directors is
expressly authorized to determine in accordance with generally accepted
accounting principles and practices what constitutes net profits, earnings,
surplus or net assets in excess of capital, and to determine what accounting
periods shall be used by the Corporation for any purpose, whether annual or
any other period, including daily; to set apart out of any funds of the
Corporation such reserves for such purposes as it shall determine and to
abolish the same; to declare and pay dividends and distributions by means of
a formula other method of determination, at meetings held less frequently
than the frequency of the effectiveness of such declarations; to establish
payment dates for dividends or any other distributions on any basis,
including dates occurring less frequently than the effectiveness of
declarations thereof; and to provide for the payment of declared dividends on
a date earlier or later than the specified payment date in the case of
stockholders of the Corporation redeeming their entire ownership of shares of
the Corporation.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. The
Board of Directors, by resolution passed by a vote of at least a majority of
the entire Board, may appoint an Executive Committee, which shall consist of
Two (2) or more Directors; which number shall include the Chairman of the
Board of Directors who shall, ex officio, be a member thereof, to serve at
the pleasure of the Board.
Section 2. VACANCIES IN EXECUTIVE COMMITTEE. Vacancies occurring in
the Executive Committee from any cause shall be filled by the Board of
Directors at any Meeting thereof by a vote of the majority of the entire
Board.
Section 3. EXECUTIVE COMMITTEE TO REPORT TO BOARD. All action by the
Executive Committee shall be reported to the Board of Directors at its
Meeting next succeeding such action.
Section 4. PROCEDURE OF EXECUTIVE COMMITTEE. The Executive Committee
shall fix its own rules of procedure not inconsistent with these By-Laws or
with any directions of the Board of Directors. It shall meet at such times
and places and upon such notice as shall be provided by such rules or by
resolution of the Board of Directors. The presence of a majority shall
constitute a quorum for the transaction of business, and in every case an
affirmative vote of a majority of all the members of the Committee present
shall be necessary for the taking of any action.
Section 5. POWERS OF EXECUTIVE COMMITTEE. During the intervals between
the Meetings of the Board of Directors the Executive Committee, except as
limited by the By-Laws of the Corporation or by specific directions of the
Board of Directors, shall possess any may exercise all the powers of the
Board of Directors in the management and direction of the business and
conduct of the affairs of the Corporation in such manner as the Executive
Committee shall deem for the best interests of the Corporation, and shall
have power to authorize the Seal of the Corporation to be affixed to all
instruments and documents requiring same. Notwithstanding the foregoing, the
Executive Committee shall not have the power to elect Directors, increase or
decrease the number of Directors, elect or remove any Officer, declare
dividends, issue stock or recommend to Stockholders any action requiring
Stockholder approval.
Section 6. OTHER COMMITTEES. From time to time the Board of Directors
may appoint any other Committee or Committees for any purpose or purposes to
the extent lawful, which shall have such powers as shall be specified in the
resolution of appointment.
Section 7. COMPENSATION. The members of any duly appointed Committee
shall receive such compensation and/or fees as from time to time may be fixed
by the Board of Directors.
Section 8. INFORMAL ACTION BY EXECUTIVE COMMITTEE OR OTHER COMMITTEES.
Any action required or permitted to be taken at any meeting of the Executive
Committee or any other duly appointed Committee may be taken without a
meeting if written consent to such action is signed by all Members of such
Committee and such written consent is filed with the minutes of the
proceedings of such Committee.
Section 9. ADVISORY BOARD. The Directors may appoint an Advisory Board
to consist in the first instance of not less than three (3) members. Members
of such Advisory Board shall not be Directors or Officers and need not be
Stockholders. Members of this Board shall hold office for such period as the
Directors may by resolution provide. Any Member of such Board may resign
there-from by written instrument signed by him which shall take effect upon
delivery to the Directors. The Advisory Board shall have no legal powers and
shall not perform functions of Directors in any manner, said Board being
intended to act merely in an advisory capacity. Such Advisory Board shall
meet at such times and upon such notice as the Board of Directors may by
resolution provide. The compensation of the Members of the Advisory Board,
if any, shall be as determined by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. GENERAL PROVISIONS. The Officers of the Corporation shall
be a Chairman of the Board of Directors, a President, one or more Vice
Presidents, a Treasurer and a Secretary. The Board of Directors shall elect
the Chairman of the Board of Directors and President and elect or appoint
such other officers or agents as the business of the Corporation may require
including one or more Assistant Vice Presidents, one or more Assistant
Secretaries and one or more Assistant Treasurers. The same person may hold
any two offices except those of President and Vice President.
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Officers
shall be elected annually by the Board of Directors at its Annual Meeting
following the Annual Meeting of Stockholders. Each Officer shall hold office
until the Annual Meeting in the next year and until the election and
qualification of his successor. Any vacancy in any of the offices may be
filled for the unexpired portion of the term by the Board of Directors at any
Regular or Special Meeting of the Board. The Chairman of the Board of
Directors and the President shall be chosen from among the Directors. The
Board of Directors may elect or appoint additional Officers or agent at any
Regular or Special Meeting of the Board. The Chairman of the Board of
Directors and the President shall be chosen from among the Directors. The
Board of Directors may elect or appoint additional Officers or agents at any
Regular or Special Meeting of the Board.
Section 3. REMOVAL. Any Officer elected by the Board of Directors may
be removed with or without cause at any time upon a vote of the majority of
the entire Board of Directors. Any other employee of the Corporation may be
removed or dismissed at any time by the Chairman of the Board of Directors.
Section 4. RESIGNATIONS. Any Officer may resign at any time by giving
written notice to the Board of Directors. Any such resignation shall take
effect at the date of receipt of each notice or at any later time specified
therein, and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any Office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term in the manner prescribed in these By-Laws
for regular election or appointment to such Office.
Section 6. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors shall be the chief executive officer of the Corporation.
He shall, unless other provisions are made therefor by the Board of Executive
Committee, employ and define the duties of all employees of the Corporation,
shall have the power to discharge any such employees, shall exercise general
supervision over the affairs of the Corporation and shall perform such other
duties as may be assigned to him from time to time by the Board of Directors.
He shall preside at the meetings of Stockholders and of the Board of
Directors.
Section 7. PRESIDENT. The President, in the absence of the Chairman of
the Board of Directors, shall perform all duties and may exercise any of the
powers of the Chairman of the Board of Directors subject to the control of
the Board. He shall counsel and advise the Chairman of the Board on matters
importance and shall perform such other duties as may be assigned to him from
time to time by the Board of Directors. In the absence of the Chairman of
the Board of Directors, the President shall preside at all meetings of
Stockholders and of the Board of Directors.
Section 8. VICE PRESIDENT. The Vice President (or more than one, the
senior Vice President) in the absence of the President shall perform all
duties and may exercise any of the powers of the President subject to the
control of the Board. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Board of Directors or the
Executive Committee.
Section 9. SECRETARY. The Secretary shall keep or cause to be kept in
books provided for the purpose the Minutes of the Meetings of the
Stockholders, and of the Board of Directors; shall see that all Notices are
duly given in accordance with the provisions of these By-Laws and as required
by Law; shall be custodian of the records and of the Seal of the Corporation
and see that the Seal is affixed to all Documents the execution of which on
behalf of the Corporation under its Seal is duly authorized; shall keep
directly or through a transfer agent a register of the post office address of
each Stockholder, and make all proper changes in such register, retaining and
filing his authority for such entries shall see that the books, reports,
statements, certificates and all other documents and records required by law
are properly kept and filed; and in general shall perform all duties incident
to the Office of Secretary and such other duties as may, from time to time,
be assigned to him by the Board of Directors or the Executive Committee.
Section 10. TREASURER. The Treasurer shall have supervision of the
custody of the funds and securities of the Corporation, subject to the
Charter of the Corporation and applicable law. He shall submit to the Annual
Meeting of Stockholders a statement of the financial condition of the
Corporation and whenever required by the Board of Directors shall make and
render a statement of the accounts of the Corporation and such other
statements as may be required. He shall cause to be kept in books of the
Corporation a full and accurate account of all monies received and paid out
for the account of the Corporation. He shall perform such other duties as
may be from time to time assigned to him by the Board of Directors or by the
Executive Committee.
Section 11. ASSISTANT VICE PRESIDENT. The Assistant Vice President or
Vice President of the Corporation shall have such authority and perform such
duties as may be assigned to them by the Board of Directors, the Executive
Committee, or the President of the Corporation.
Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
Assistant Secretary or Secretaries and the Assistant Treasurer or Treasurers
shall perform the duties of the Secretary and of the Treasurer respectively,
in the absence of those Officers and shall have such further powers and
perform such other duties as may be assigned to them respectively by the
Board of Directors or the Executive Committee or by the President.
Section 13. SALARIES. The salaries of the Officers shall be fixed from
time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
ARTICLE V
SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES. All certificates of stock shall be signed by
the Chairman, President or any Vice President and by the Treasurer or
Secretary or any Assistant Treasurer or Assistant Secretary and sealed with
the seal of the Corporation. The signatures may be either manual or
facsimile signatures and the seal may be either facsimile or any other form
of Seal. Certificates for shares for which the Corporation has appointed an
independent Transfer Agent and Registrar shall not be valid unless
countersigned by such Transfer Agent and registered by such Registrar. In
case any Officer who has signed any certificate ceases to be an Officer of
the Corporation before the certificate is issued, the certificate may
nevertheless be issued by the Corporation with the same effect as if the
Officer had not ceased to be such Officer as of the date of its issuance.
Stock certificates shall in such form not inconsistent with law or the
Charter or shall be in such form not inconsistent with law or the Charter or
these By-Laws as may be determined by the Board of Directors.
Section 2. TRANSFER OF SHARES. Shares of stock shall be transferable
on the books of the Corporation by the holder thereof in person or by duly
authorized attorney upon surrender of the certificate representing the shares
to be transferred properly endorsed.
Section 3. CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE. The Board
of Directors may fix in advance a date as the record date for the purpose of
determining Stockholders entitled to notice of or to vote at any Meeting of
Stockholders to receive payment of any dividend. Such date shall in any case
not be more than 60 days and in case of a Meeting of Stockholders not less
than 10 days prior to the date on which the particular action requiring such
determination of Stockholders is to be taken. In lieu of fixing a record
date the Board of Directors may provide that the stock transfer books of the
Corporation shall be closed for a state period not be exceed in any case 20
days. If the stock transfer books are closed for the purpose of determining
Stockholders entitled to notice of or to vote at a Meeting of Stockholders
such books shall be closed for at least 10 days immediately preceding such
meeting.
Section 4. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case any
certificate of stock is lost, mutilated or destroyed The Board of Directors
may issue a new certificate in place thereof upon indemnity to the
Corporation against loss and upon such other terms and conditions as the
Board may deem advisable.
Section 5. TRANSFER AGENT AND REGISTRAR: REGULATIONS. The Board of
Directors shall have power and authority to make all such rules and
regulations as they may deem expedient concerning the issuance, transfer and
registration of certificates of stock and may appoint a Transfer Agent and/or
Registrar of certificates of stock, and may require all such stock
certificates to bear the signature of such Transfer Agent and/or of such
Registrar.
ARTICLE VI
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ECT.
Section 1. AGREEMENTS, ECT. The Board of Directors or the Executive
Committee may authorize any Officer or Officers, or Agent or Agents of the
Corporation to enter into any Agreement or execute and deliver any instrument
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
Board of Directors or by the Executive Committee or by these By-Laws, no
Officer, Agent or Employee shall have any power or authority to bind the
Corporation by any Agreement or engagement or to pledge its credit or to
render it liable pecuniarily for any purpose or to any amount.
Section 2. CHECKS, DRAFTS, ECT. All checks, drafts, or orders for the
payment of money, notes and other evidences of indebtedness shall be signed
by such Officer or Officers, Employee or Employees, or Agent or Agents as
shall be from time to time designate by the Board of Directors or the
Executive Committee, or as may be specified in or pursuant to the agreement
between the Corporation and the Bank or Trust Company appointed as custodian,
pursuant to the provisions of the Charter of the Corporation.
Section 3. ENDORSEMENTS, ASSIGNMENTS AND TRANSFER OF SECURITIES. All
endorsements, assignments, stock powers or other instruments of transfer of
securities standing in the name of the Corporation or its nominee or
directions for the transfer of securities belonging to the Corporation shall
be made by such Officer or Officers, Employee or Employees, or Agent or
Agents as may be authorized by the Board of Directors or the Executive
Committee.
Section 4. EVIDENCE OF AUTHORITY. Anyone dealing with the Corporation
shall be fully justified in relying on a copy of a resolution of the Board of
Directors or of any Committee thereof empowered to act in the premises which
is certified as true by the Secretary or an Assistant Secretary under the
seal of the Corporation.
Section 5. DESIGNATION OF A CUSTODIAN. The Corporation shall place and
at all times maintain in the custody of a Custodian all funds, securities and
similar investments owned by the Corporation, with the exception of
securities loaned under a properly authorized Securities Loan Agreement. The
Custodian shall be a bank having not less than $2,000,000 aggregate capital,
surplus and undivided profits and shall be appointed from time to time by the
Board of Directors, which shall fix its remuneration.
Section 6. ACTION UPON TERMINATION OF A CUSTODIAN AGREEMENT. Upon
termination of a Custodian Agreement or inability of the Custodian to
continue to serve, the Board of Directors shall promptly appoint a successor
custodian, but in the event that no successor custodian can be found who has
the required qualifications and is willing to serve, the Board of Directors
shall call as promptly as possible a special meeting of the stockholders to
determine whether the Corporation shall function without a custodian or shall
be liquidated. If so directed by vote of the holders of a majority of the
outstanding shares of stock of the Corporation, the Custodian shall deliver
and pay over all property of the Corporation held by it as specified in such
vote.
Section 7. WHEN TO DETERMINE NET ASSET VALUE. The net asset value per
share of the outstanding shares of Capital Stock of the Corporation shall be
determined at such times as the Board of Directors shall prescribe, provided
that such net asset value shall be determined at least weekly.
ARTICLE VII
BOOKS AND RECORDS
Section 1. LOCATION. The books and records of the Corporation,
including the stock ledger or ledgers, may be kept in or outside the State of
Maryland at such office or agency of the Corporation as may be from time to
time determined by the Board of Directors.
ARTICLE VIII
MISCELLANEOUS
Section 1. SEAL. The Seal of the Corporation shall be a disk inscribed
with the words "FEDERATED TAX-FREE INCOME FUND, INC. - Incorporated Maryland
1976."
Section 2. FISCAL YEAR. The Fiscal Year of the Corporation shall end
on the last day of May in each year.
Section 3. WAIVER OF NOTICE. Whenever under the provisions of these
By-Laws or of any law, the Stockholders or Directors or Members of the
Executive Committee or other Committee are authorized to hold any meeting
after notice or after the lapse of any prescribed period of time, such
meeting may be held without notice or without such lapse of time by written
waiver of notice signed by every person entitled to notice, or if every
person entitled to notice shall be present at such meeting.
ARTICLE IX
AMENDMENTS
Section 1. The Board of Directors shall have the power, at any Regular
or Special Meeting, if notice thereof be included in the notice of such
Special Meeting, to alter, amend or repeal any By-Laws of the Corporation and
to make new By-Laws.
Section 2. The Stockholders shall have the power, at any Annual Meeting
or at any Special Meeting if notice thereof be included in the notice of such
Special Meeting, to alter, amend or repeal any By-Laws of the Corporation or
FEDERATED TAX-FREE INCOME FUND, INC.
AMENDMENT TO BY-LAWS
(Effective September 30, 1976)
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The Annual Meeting of Stockholders of
the Corporation shall be held on the fourth Tuesday of January in each year
unless such day is a legal holiday in which case the meeting shall be held at
the same time on the next succeeding business day which is not a legal
holiday. The business to be transacted at the Annual Meeting shall include
the election of Directors, consideration and action upon the reports of
Officers and Directors, and any other business within the power of the
corporation.
ARTICLE VIII
MISCELLANEOUS
Section 2. FISCAL YEAR. The Fiscal Year of the Corporation shall end
FEDERATED TAX-FREE INCOME FUND, INC.
AMENDMENT TO BY-LAWS
(Effective February 17, 1984)
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
Section 1. APPOINTMENT AND TERM OF OFFICE OF EXECUTIVE COMMITTEE. The Board
of Directors, by resolution passed by a vote of at least a majority of the
entire Board, may appoint an Executive Committee, which shall consist of two
(2) or more Directors.
ARTICLE IV
OFFICERS
Section 2. ELECTION, TERM OF OFFICE AND QUALIFICATION. The Officers shall
be elected annually by the Board of Directors at its Annual Meeting following
the Annual Meeting of Shareholders. Each Officer shall hold office until the
Annual Meeting in the next year and until the election and qualification of
his successor. Any vacancy in any of the offices may be filled for the
unexpired portion of the term by the Board of Directors may elect or appoint
additional Officers or agents at any Regular or Special Meeting of the Board.
Section 6. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors shall be the chief executive officer of the Corporation. He shall,
unless other provisions are made therefor by the Board of Executive
Committee, employ and define the duties of all employees of the Corporation,
shall have the power to discharge any such employees, shall exercise general
supervision over the affairs of the Corporation and shall perform such other
duties as may be assigned to him from time to time by the Board of Directors.
He shall preside at the meeting of Shareholders and the Board of Directors.
Section 7. PRESIDENT. The President, in the absence of the Chairman of the
Board of Directors, shall perform all duties and may exercise any of the
powers of the Chairman of the Board of Directors subject to the control of
the Board. He shall counsel and advise the Chairman of the Board of matters
of major importance and shall perform such other duties as may be assigned to
him from time to time by the Board of Directors. In the absence of the
Chairman of the Board of Directors, the President shall preside at all
FEDERATED TAX-FREE INCOME FUND, INC.
Amendment to By-Laws
(Effective February 21, 1995)
ARTICLE VIII
MISCELLANEOUS
Section 2. FISCAL YEAR. The Fiscal Year of the Corporation
FEDERATED TAX-FREE INCOME FUND, INC.
AMENDMENT TO BY-LAWS
(Effective August 27, 1986)
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. ANNUAL MEETINGS. The Annual Meeting of Stockholders of the
Corporation shall be held on the fourth Tuesday of October in each year
unless such day is a legal holiday in which case the meeting shall be held at
the same time on the next succeeding business day which is not a legal
holiday. The business to be transacted at the Annual Meeting shall include
the election of Directors, consideration and action upon the reports of
Officers and Directors, and any other business within the power of the
Corporation.
Amendment to By-Laws
FEDERATED TAX-FREE INCOME FUND, INC.
Effective February 2, 1987
ARTICLE IV
OFFICERS
Section 6. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors shall be the chief executive officer of the corporation. He shall,
unless other provisions are made therefor by the Board or Executive
Committee, employ and define the duties of all employees of the Corporation,
shall have the power to discharge any such employees, shall exercise general
supervision over the affairs of the Corporation and shall perform such other
duties as may be assigned to him from time to time by the Board of Directors.
In the absence of the Chairman of the Board of Directors, the President or an
officer or Director appointed by the Chairman, shall preside at all meetings
of shareholders.
Section 7. PRESIDENT. The President, in the absence of the Chairman of the
Board of Directors, shall perform all duties and may exercise any of the
powers of the Chairman of the Board of Directors subject to the control of
the Board. He shall counsel and advise the Chairman of the Board on matters
of major importance and shall perform such other duties as may be assigned to
him from time to time by the Board of Directors.
FEDERATED TAX-FREE INCOME FUND, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND
ACCOUNT No. ALPHA CODE
SEE REVERSE FOR
CERTAIN ABBREVIATIONS
THIS IS TO CERTIFY that is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF CAPITAL STOCK, PAR VALUE $0.01 OF
FEDERATED TAX-FREE INCOME FUND, INC.
hereinafter called the "Corporation", transferable on the books of the
Corporation by the owner in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.
The shares represented hereby are issued and shall be held subject to
the provision of the Charter and By-Laws of the Corporation and all
amendments thereto, all of which the holder by acceptance hereof assents.
The Certificate is not valid unless countersigned and registered by a
Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed in its name by its proper officers and to be sealed with its Corporate
Seal.
Dated:
/s/ Edward C. Gonzales /s/ John F. Donahue
Treasurer Chairman
(CORPORATE SEAL) Countersigned and Registered:
STATE STREET BANK AND TRUST COMPANY
(Boston) Transfer Agent
and Registrar
By
SPECIMEN
Authorized Signature
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF FIGT MIN ACT -- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
For value received, hereby sell, assign, and transfer unto
------------
Please insert Social Security or other
Identifying number of Assignee
- -------------------------------------------------------------
(Please print or typewrite name and address, including Zip
Code, of Assignee)
=============================================================
shares of the capital
- ------------------------------------------------------
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
--------------------------------------------------
Attorney so transfer the said on the books of the within named Corporation
with fullpower of substitution in the premises
Dated:
--======================
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
certificate in every particular, without alteration
Exhibit 15(i) under form N-1A
Exhibit 1 under Item 601/Reg. S-K
PLAN
This Plan (the "Plan") is proposed among FEDERATED TAX-FREE INCOME
FUND, INC. (the "Fund"), a Massachusetts business trust, FEDERATED RESEARCH
CORP. (the "Adviser"), a Connecticut corporation which proposes to act as
investment adviser to the Fund, and FEDERATED SECURITIES CORP. ("FSC"), a
Pennsylvania corporation which acts as the Principal Distributor of Fund
shares.
1. The Securities and Exchange Commission adopted Rule 12b-1 under the
Investment Company Act of 1940 (the "act"), regulating the circumstances
under which an investment company may bear expenses associated with the
distribution of its shares ("shares"). Legal counsel to the Fund's Trustees
who are not interested persons of the Fund and have no direct or indirect
financial interest in the operation of the Plan or in any related documents
to this Plan ("Disinterested Trustees") has advised that to may payments as
contemplated herein, would require the adoption of an appropriate plan
pursuant to Rule 12b-1 to avoid the risk that such payments might be held to
violate the Act.
2. This plan is designed to: (a) stimulate other persons, including
financial institutions ("Administrators") to provide administrative support
services to the Fund and its shareholders; and (b) stimulate broker-dealers
("Distributors") to sell shares and provide administrative support services
to the Fund and its shareholders. Distributors and Administrators shall be
paid periodically a fee in respect of shares of the fund owned from time to
time by their clients or customers. The schedules of such fees and the
basis upon which such fees will be paid shall be determined from time to
time by the Fund's Board of Trustees; provided that such fees shall be paid
out of the advisory fee paid by the Fund to the Adviser, the Adviser's past
profits or any other source available to the Adviser; and provided further
that the indirect cost to the Fund shall not exceed the advisory fee paid by
the Fund to the Adviser. The Adviser agrees that it will reimburse FSC such
amounts paid to Distributors and Administrators pursuant to this paragraph.
3. Any such payment made to Distributors will be made by FSC pursuant
to the terms of the "Administrative Support and Distributor's Contract" and
the "Dealer Agreement" which are related documents to the Plan.
4. FSC has the right (i) to select, in its sole discretion, the
Distributors and Administrators to participate in the Plan, and (ii) to
terminate without cause and in its sole discretion any Dealer Agreement or
Rule 12b-1 Agreement.
5. Quarterly in each year that this Plan remains in effect, FSC shall
prepare and furnish to the Board of Trustees of the Fund, and the Board of
Trustees shall review, a written report of the amounts expended under the
Plan and the purpose for which such expenditures were made.
6. This plan shall become effective upon approval by majority votes of
(a) the Fund's Board of Trustees; (b) the Disinterested trustees of the
Fund, cast in person at a meeting called for the purpose of voting on the
Plan; and (c) the outstanding voting securities of the Fund, as defined in
Section 2(a)(42) of the Act.
7. This Plan shall remain in effect for one year from its execution
and may be continued thereafter if this Plan is approved at least annually
by a majority of the Fund's Board of Trustees and a majority of the
Disinterested Trustees, cast in person at a meeting called for the purpose
of voting on such Plan.
8. All material amendments to this Plan must be approved by a vote of
the Board of Trustees of the Fund and of the Disinterested Trustees, cast in
person at a meeting called for the purpose of voting on it.
9. This Plan may not be amended in order to increase materially the
costs which the Fund may bear for distribution pursuant to the Plan without
being approved by a majority vote of the outstanding voting securities of
the Fund as defined in Section 2(a)(42) of the Act.
10. This Plan may be terminated at any time by: (a) a majority vote
of the Disinterested Trustees or (b) a vote of a majority of the outstanding
voting securities of the Fund as defined in Section 2(a)(42) of the Act, or
(c) by FSC or the Adviser on 60 days' notice to the Fund.
11. While this Plan shall be in effect, the selection and nomination
of Disinterested Trustees of the Fund shall be committed to the discretion
of the Disinterested Trustees then in office.
12. All agreements with any person relating to the implementation of
this Plan shall be in writing and any agreement related to this Plan shall
be subject to termination, without penalty, pursuant to the provisions of
paragraph 10 herein.
13. FSC and Adviser are hereby expressly put on notice of the
limitation of liability as set forth in Article XI of the Declaration of
Trust and agree that the obligations assumed by the Fund pursuant to this
agreement shall be limited in any case to the Fund and its assets and FSC
and Adviser shall not seek satisfaction of any such obligation from the
shareholders of the Fund, the Trustees, officers, employees or agents of the
Fund, or any of them.
This Plan shall be construed in accordance with and governed by the
laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties have caused this Plan to be executed on
their behalf by their duly authorized officers and their corporate seals to
be affixed hereto this 28th day of April, 1983.
FEDERATED RESEARCH CORP.
By: /s/ /s/ John W. McGonigle
FEDERATED SECURITIES CORP.
By: /s/ Richard B. Fisher
FEDERATED TAX-FREE INCOME FUND, INC.
Exhibit 16 under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
DAILY DIVIDEND
MUNICIPAL FUND
FEDERATED TAX-FREE INCOME FUND
(now, Federated Municipal Securities Fund, Inc.;
formerly, Liberty Municipal Securities Fund, Inc.)
Computation of Yield
AS OF 7/13/88
(Revised from Rule 485(a) filing of June 8, 1988)
Interest Income for the 30 Days Ended 7/13/88 $2,745,337.00
Net Expenses for the Period $324,863.00
Average Daily Shares Outstanding and Entitled to
Receive Dividends 40,380,637.000
Maximum Offering Price per Share as of 7/13/88 $10.57
YIELD = 2[( $2,745,337.00 - $324,863.00) +1)^6-1]= 6.90% *
40,380,637.000 * $10.57
Tax Equivalent Yield = 6.90% = 9.59 **
1.00 - 0.28
* Income is 100% tax-exempt
** Calculation assumes a 28% tax rate, the
