1933 Act File No. 2-65447
1940 Act File No. 811-2956
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.35 ................ X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No.27 ............................... X
LIBERTY U.S. GOVERNMENT MONEY MARKET TRUST
(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 U.S. GOVERNMENT
MONEY MARKET TRUST (the "Trust"), which consists of one investment portfolio
with two classes of shares: (1) Class A Shares; and (2) Class B Shares, and 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 (1,2).
Item 2. Synopsis.................Synopsis; Summary of Trust Expenses (1,2).
Item 3. Condensed Financial
Information.............Financial Highlights (1,2).
Item 4. General Description of
Registrant.............Performance Information; Liberty Family of
Funds; Investment Information; Investment
Objective; Investment Policies; Investment
Limitations (1,2).
Item 5. Management of the Trust..Trust Information; Management of the Trust;
Distribution of Shares; Administration of
the Trust (1,2).
Item 6. Capital Stock and Other
Securities..............Dividends; Capital Gains; Shareholder
Information; Voting Rights; Massachusetts
Partnership Law; Tax Information; Federal
Income Tax; Pennsylvania Corporate and
Personal Property Taxes (1,2).
Item 7. Purchase of Securities Being
Offered.................Net Asset Value; Investing in the Trust;
How To Purchase Shares; Purchasing Shares
Through A Financial Institution; Purchasing
Shares By Wire; Purchasing Shares By Check;
Systematic Investment Program; Certificates
and Confirmations; Exchange Privilege;
Requirements for Exchange; Tax
Consequences; Making an Exchange (1,2)
.
Item 8. Redemption or Repurchase.How To Redeem Shares; Redeeming Shares
Through a Financial Institution; Redeeming
Shares By Telephone;Redeeming Shares By
Mail; Special Redemption Features;
Contingent Deferred Sales Charge;
Elimination of Contingent Deferred Sales
Charge;Systematic Withdrawal Program;
Accounts with Low Balances (1,2).
Item 9. Pending Legal Proceedings None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
Item 10. Cover Page.................. Cover Page.
Item 11. Table of Contents........... Table of Contents.
Item 12. General Information and
History.................General Information About the Trust.
Item 13. Investment Objectives and
Policies................Investment Objective and Policies.
Item 14. Management of the Fund....... Liberty U.S. Government Money Market
Trust Management.
Item 15. Control Persons and Principal
Holders of Securities...Trust Ownership.
Item 16. Investment Advisory and Other
Services................Investment Advisory Services;
Administrative Services;
Item 17. Brokerage Allocation.....Brokerage Transactions.
Item 18. Capital Stock and Other
Securities..............Not Applicable.
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered Purchasing Shares; Determining Net
Asset Value; Redeeming Shares.
Item 20. Tax Status...............Tax Status.
Item 21. Underwriters.............Distribution Plan (2); Shareholder Services
Plan.
Item 22. Calculation of Yield Quotations
of Money Market Funds...Yield; Effective Yield; Performance
Comparisons.
Item 23. Financial Statements.....Financial Statements (Financial Statements
are incorporated by reference to Annual
Report of Registrant dated March 31, 1995)
(File Nos. 2-65447 and 811-2956).
Incorporate by reference pursuant to Rule 411 under the securities Act of
1933, Parts A and B of Post-Effective No. 34, filed May 26, 1995, in their
entirety.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits:
(a)Financial Statements (Incorporated by reference to Annual
Report of Registrant dated March 31, 1995 (File Nos. 2-65447 and
811-2956)
(b)Exhibits:
(1) (i) Conformed copy of Declaration of Trust of the
Registrant; +
(ii-v) Conformed copies of amendments to the Declaration of
Trust; +
(2) (i) Copy of By-Laws of the Registrant; +
(ii-vii) Copies of amendments to By-Laws of the Registrant;
+
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of Beneficial
Interest of the Registrant; +
(5) Conformed copy of new Investment Advisory Contract of the
Registrant; (12)
(6) (i) Conformed copy of Distributor's Contract of the
Registrant; (19)
(ii) Conformed copy of Administrative Services
Agreement; (19)
(7) Not applicable;
(8) Conformed Copy of Custodian Agreement of the
Registrant; (19)
(9) (i) Conformed copy of Transfer Agency Agreement of the
Registrant; (19)
(ii) Conformed copy of Shareholder Services Plan of the
Registrant; (19)
(iii) Conformed copy of Shareholder Services Agreement; (19)
(iv) Copy of Shareholder Services Sub-Contract of
Registrant; (19)
(10) Not applicable;
(11) Conformed copy of Consent of Independent Public Accountants;
(19)
(12) Not applicable;
(13) Not applicable;
(14) Copy of IRA Plan of the Registrant; (19)
(15) (i) Conformed copy of Distribution Plan of the Registrant ;
+
(ii) Copy of Sales Agreement of the Registrant; +
(iii) Form of Rule 12b-1 Agreement of the Registrant; (18)
(16) Schedule for Computation of Yield Calculation ; +
(17) Financial Data Schedule; (19)
(18) Not Applicable
(19) Power of Attorney; (19)
+ All Exhibits have been filed electronically.
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 21 on Form N-1A filed July 28, 1989 (File No. 2-65447).
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 32 on Form N-1A filed October 18, 1994 (File No. 2-65447).
19. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 34 on Form N-1A filed May 26, 1995 (File No. 2-65447).
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 Beneficial Interest
(no par value)
Class A Shares 116,640
Class B Shares 381
Item 27. Indemnification: (14)
Item 28. Business and Other Connections of Investment Adviser:
For a description of the other business of the investment adviser,
see the section entitled "Trust Information - Management of the
Trust" in Part A. The affiliations with the Registrant of three of
the Trustees and two of the officers of the investment adviser are
included in Part A of this Registration Statement under "Management
of the Trust - Officers and Trustees." The remaining Trustee 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.
14. Response in incorporated by reference to Registrant's Post-Effective
Amendment No. 25 on Form N-1A filed July 19, 1991 (File No. 2-65447).
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 Federated Investors Tower
("Transfer Agent and Dividend Pittsburgh, Pennsylvania 15222-3779
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 comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of
Trustees and the calling of special shareholder meetings by
shareholders.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, LIBERTY U.S. GOVERNMENT MONEY
MARKET TRUST, 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.
LIBERTY U.S. GOVERMENT MONEY MARKET TRUST
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 Trustee
(Chief Executive Officer)
J. Christopher Donahue* President
David M. Taylor* Treasurer
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
FEDERATED MONEY MARKET TRUST
DECLARATION OF TRUST
Dated August 30, 1979
DECLARATION OF TRUST made August 30, 1979, by John F. Donahue, Richard B.
Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar, Edward E. Smuts, Thomas J.
Donnelly, Glen R. Johnson, Gregor F. Meyer, and Edward L. Flaherty, Jr.
WHEREAS the Trustees desire to establish a trust fund for the investment
and reinvestment of fund contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name. This Trust shall be known as the "Federated Money
Market Trust."
Section 2. Definitions. Wherever used herein, unless otherwise required
by the context or specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter" shall have the
meanings given them in the Investment Company Act of 1940, as amended
from time to time;
(b) The "Trust" refers to Federated Money Market Trust;
(c) "Accumulated Net Income" means the accumulated net income of
the Trust determined in the manner provided or authorized in Article X,
Section 3;
(d) "Shareholder" means a record owner of Shares of the Trust;
(e) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;
(f) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time and includes fractions of Shares as well as whole Shares; and
(g) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source of
managed investments primarily in securities.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The beneficial interest in
the Trust shall be at all times be divided into transferable Shares, without
par value, each of which shall represent an equal proportionate in the Trust
with each other Shares outstanding, none having priority or preference over
another. The number of Shares which may be issued is unlimited. The Trustees
may from time to time divide or combine the outstanding Shares into a greater
or lesser number without thereby changing the proportionate beneficial
interest in the Trust. Contributions to the Trust may be accepted for, and
Shares shall be redeemed as, whole Shares and/or fractions.
Sections 2. Ownership of Shares. The ownership of Shares shall be
recorded in the books of the Trust or a transfer agent. The Trustees may make
such rules as they consider appropriate for the transfer of shares and similar
matters. The record books of the Trust or any transfer agent, as the case may
be, shall be conclusive as to who are the holders of Shares and as to the
number of Shares held from time to time by each.
Section 3. Investment in the Trust. The Trustees shall accept
investments in the Trust from such persons and on such terms as they may from
time to time authorize. After the date of the initial contribution of capital
-2-
(which shall occur prior to the initial public offering of Shares of the
Trust), the number of Shares to represent the initial contribution shall be
considered as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust. Subsequent to
such initial contribution shall be considered as outstanding and the amount
received by the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent to such initial contribution of capital,
Shares (including Shares which may have been redeemed or repurchased by the
Trust) may be issued or sold at a price which will net the Trust, before
paying any taxes in connection with such issue or sale, not less than the net
asset value (as defined in Article X, Section 4) thereof; provided, however,
that the Trustee may in their discretion impose a sales charge upon
investments in the Trust.
Section 4. No Pre-Emptive Rights. Shareholders shall have no pre-
emptive or other right to subscribe to additional Shares or other securities
issued by the Trust or the Trustees.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers
necessary and desirable to carry out that responsibility. The Trustees who
shall serve until the election of Trustees at the 1980 Meeting of Shareholders
shall be John F. Donahue, Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W.
Posvar, Edward E. Smuts, Thomas J. Donnelly, Glen R. Johnson, Gregor F. Meyer,
and Edward L. Flaherty, Jr.
Section 2. Election of Trustees at 1980 Meeting of Shareholders. In the
year 1979, on a date fixed by the Trustees, which shall be subsequent to the
initial public offering of Shares of the Trust, the Shareholders shall elect
Trustees. The number of Trustees shall be determined by the Trustees pursuant
to Article IV, Section 6.
-3-
Section 3. Term of Office of Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as hereinafter
provided; except (a) that any Trustee may resign his trust by written
instrument signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified therein; (b)
that any Trustee may be removed at any time by written instrument signed by at
least two-thirds of the number of Trustees prior to such removal, specifying
the date when such removal shall become effective; (c) that any Trustee who
requests in writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) a Trustee may
be removed at any special meeting of Shareholders of the Trust by a vote of
two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees. In case
of the death, resignation, retirement, removal or mental or physical
incapacity of any of the Trustees, or in the case a vacancy shall, by reason
of an increase in number, or for any other reason, exist, the remaining
Trustees shall fill such vacancy by appointing such other person as they in
their discretion shall see fit. Such appointment shall be effected by the
signing of a written instrument by a majority of the Trustees in office.
Within three months of such appointment, the Trustees shall cause notice of
such appointment to be mailed to each Shareholder at his address as recorded
on the books of the Trust. An appointment of a Trustee may be made by the
Trustees then in office and notice thereof mailed to Shareholders as aforesaid
in anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that said
appointment shall become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As soon as any
Trustee so appointed shall have accepted this Trust, the trust estate shall
vest in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed a Trustee
-4-
hereunder. Any appointment authorized by this Section is subject to the
provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall less
than two of the Trustees personally exercise the other power hereunder except
as herein otherwise expressly provided.
Section 6. Number of Trustees. The number of Trustees, not less than
three (3) nor more than twenty (20) serving hereunder at any time shall be
determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated, the other
Trustees shall have all the powers hereunder and the certificate signed by a
majority of the other Trustees of such vacancy, absence or incapacity, shall
be conclusive, provided, however, that no vacancy which reduces the number of
Trustees below three (3) shall remain unfilled for a period longer than six
calendar months.
Section 7. Effect of Death, Resignation, etc. of a Trustee. The death,
resignation, retirement, removal, or mental or physical incapacity of the
Trustee, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration of
Trust.
Section 8. Ownership of the Trust. The assets of the Trust shall be
held separate and apart from any assets now or hereafter held in any capacity
other trustee hereunder by the Trustees or any successor Trustee. All of the
assets of the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or any right of partition or possession thereof,
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but each Shareholder shall have a proportionate undivided beneficial interest
in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the Shareholders.
The Trustees shall have full power and authority to do any and all acts and to
make and execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust. The
Trustees shall not be bound or limited by present or future laws or customs in
regard to trust investment, but shall have full authority and power to make
any and all investment which they, in their uncontrolled discretion, shall
deem proper to accomplish the purpose of this Trust. Without limiting the
foregoing, the Trustees shall have the following specific powers and
authority, subject to any applicable limitation in this Declaration of Trust
or in the By-Laws of the Trust.
(a) To buy, and investment funds in their hands in, securities
including, but not limited to, common stocks, preferred stocks,
bonds, debentures, warrants and rights to purchase securities,
certificates of beneficial interest, money market instruments, note
or other evidences of indebtedness issued by corporations, trusts or
associations, domestic or foreign, or issued or guaranteed by the
United States of America or any agency or instrumentality thereof,
by the government of any foreign country, by any State of the United
states, or by any political subdivision or agency or instrumentality
of any State or foreign country, or in "when-issued" or "delayed-
delivery" contracts for any such securities, or in any repurchase
agreement (agreements under which the seller agrees at the time of
sale to repurchase the security at an agreed time and price), or
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retain Trust assets in cash, and from time to time change the
investment of the assets of the Trust;
(b) To adopt By-Laws not inconsistent with the Declaration of
Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve the
right to the Shareholders;
(c) To elect and remove such officers and appoint and
terminate such agents as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as
custodian of any assets of the Trust subject to any conditions set
forth in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend
disbursing agents, Shareholder servicing agents, investment
advisers, sub-investment advisers, principal underwriters,
administrative service agents, and such other agents as the Trustees
may from time to time appoint or otherwise engage;
(f) To provide for the distribution of interests of the Trust
either through a principal underwriter in he manner hereinafter
provided for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided
for;
(h) To delegate such authority as they consider desirable to a
committee or committees composed of Trustees, including without
limitations, an executive Committee, or to any officers of the Trust
and to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver powers of attorney to such person or
persons as the Trustees shall deem proper, granting to such person
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or persons as the Trustees shall deem proper, granting to such
person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(k) To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form;
or either in its own name or in the name of a custodian or a nominee
or nominees, subject in either case to proper safeguards according
to the usual practice of Massachusetts trust companies or investment
companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to consent to
any contract, lease, mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or subscriptions with
respect to any security held in the Trust;
(n) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any actions,
suits, proceedings, disputes, claims, demands, and things relating
to the Trust, and out of the assets of the Trust to pay, or to
satisfy, any debts, claims or expenses incurred in connection
therewith, including those of litigation, upon evidence that the
Trustees may deem sufficient (such powers shall include without
limitations any actions, suits, proceedings, disputes, claims
demands and things relating to the Trust wherein any of the Trustees
may be named individually and the subject matter of which arises by
reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for;
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(p) To borrow money but only as a temporary measure for the
extraordinary or emergency purposes and then (a) only in amounts not
in excess of 5% of the value of its total assets or (b) in any
amount up to one-third of the value of its total assets, including
the amount borrowed, in order to meet redemption requests without
immediately selling any portfolio securities. The Trustees shall
not pledge, mortgage or hypothecate the assets of the Trust.
(q) From time to time to issue and sell the Shares of the
Trust either for cash or for property whenever and in such amounts
as the Trustee may deem desirable, but subject to the limitation set
forth in Section 3 of Article III.
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a
Trustee, Officer, employee or agent of the Trust, or is or was
serving at the request of the trust as a Trustee, Director, Officer,
agent or employee of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out
of his status as such.
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
Section 2. Principal Transactions. The Trustees shall not on behalf of
the Trust buy any securities (other than Shares of the Trust) from or sell any
securities (other than Shares of the Trust) to, or lend any assets of the
Trust to, any Trustee or officer or employee of the Trust or any firm of which
any such Trustee or officer is a member acting as principal unless permitted
by the 1940 Act, but the Trust may employ any such other party or any such
person or firm or company in which any such person is an interested person in
any capacity not prohibited by the 1940 Act.
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Section 3. Trustees and Officers as Shareholders. Any Trustee, officer
or other agent of the Trust may acquire, own and dispose of shares of the
Trust to the same extent as if he were not a Trustee, officer or agent; and
the Trustees may issue and sell or cause to be issued or sold Shares of the
Trust to any buy such Shares from any such person or any firm or company in
which he is an interested person subject only to the general limitations
herein contained as to the sale and purchase of such Shares; and all subject
to any restrictions which may be contained in the By-Laws.
Section 4. Parties to Contract. The Trustees may enter into any
contract of the character described in Section 1, 2, 3, or 4 of Article VII or
in Article IX hereof or any other capacity not prohibited by the 1940 Act with
any corporation, firm, trust or association, although one or more of the
shareholders, Trustees, officers, employees or agents of the Trust or their
affiliates may be an officer, director, Trustee, shareholder or interested
person of such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely
by reason of such relationship for any loss or expense to the Trust under or
by reason of said contract or accountable for any profit realized directly or
indirectly therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the other party
to contracts entered into pursuant to Sections 1, 2, 3 and 4 of Article VII
or Article IX or any other capacity deemed legal under the 1940 Act, and any
individual may be financially interested or otherwise an interested person of
persons who are parties to any or all of the contracts mentioned in this
Section 4.
ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement. The Trustees shall be reimbursed from
the Trust estate for all of their expenses of organizing the Trust and
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continuing its existence; fees and expenses of Trustees and Officers of the
Trust; fees for investment advisory services, administrative services and
principal underwriting services provided for in Article VII, Sections 1, 2 and
3; fees and expenses of preparing and printing its Registration Statements
under the Securities Act of 1933 and the Investment Company Act of 1940 and
any amendments thereto; expenses of registering and qualifying the Trust and
its shares under federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses and any amendments thereof
sent to shareholders underwriters, broker-dealers and to investors who may be
considering the purchase of shares; expenses of registering, licensing or
other authorization of the Trust as a broker-dealer and of its Officers as
agents and salesmen under federal and state laws and regulations; interest
expense, taxes, fees and commissions o f every kind; expenses of issue
(including cost of share certificates), repurchase and redemption of shares,
including expenses attributable to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars; printing and mailing costs;
auditing, accounting and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of shareholders
and proxy solicitations therefor; insurance expenses; association membership
dues and nonrecurring items as may arise, including all losses and liabilities
by them incurred in administering the Trust, including expenses incurred in
connection with litigation, proceedings and claims and the obligations of the
Trust under Article XI, hereof to indemnify its Trustees, Officers, employees,
shareholders and agents, and for the payment of such expenses, disbursements
mental officers and commissions; expenses of meetings of shareholders and
proxy solicitations therefor; insurance expenses; association membership dues
and nonrecurring items as may arise, including all losses and liabilities by
them incurred in administering the Trust, including expenses incurred in
connection with litigation, proceedings and claims and the obligations of the
Trust under Article XI, hereof to indemnify its Trustees, Officers, employees,
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shareholders and agents, and for the payment of such expenses, disbursements
????? and liabilities, the Trustees shall have a lien on the Trust estate
??????? any rights or interests of the Shareholders thereto. This section
shall not preclude the Trust from directly paying any of the aforementioned
fees and expenses.
Section 2. Trustee Compensation. The Trustees shall be entitled to
compensation from the Trust for their respective services as Trustees, to be
determined from time to time by a vote of the Trustees, and the Trustees shall
also determine the compensation of all Officers, consultants and agents whom
they may elect or appoint. The Trust may pay any Trustee or any corporation,
firm, trust or association of which a Trustee is an interested person for
services rendered to the Trust in any capacity not prohibited by the 1940 Act,
and such payments shall not be deemed compensation for services as a Trustee
under the first sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser. Subject to a Majority Shareholder Vote,
the Trustees may in their discretion from time to time enter into an
investment advisory contract whereby the other party to such contract shall
undertake to furnish the Trustees investment advisory services upon such terms
and conditions and for such compensation as the Trustees may in their
discretion determine. Subject to a Majority Shareholder Vote, the investment
adviser may enter into a sub-investment advisory contract to receive
investment advice, statistical and factual information from the sub-investment
adviser upon such terms and conditions and for such compensation as the
Trustees may in their discretion agree to. Notwithstanding any provision of
this Declaration of Trust, the Trustees may authorize the investment adviser
or sub-investment adviser or any person furnishing administrative personnel
and services as set forth in Article VII, Section 2 (subject to such general
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or specific instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges of portfolio securities of the Trust on
behalf of the Trustees or may authorize any officer or Trustee to effect such
purchases, sales, or exchanges pursuant to recommendations of the investment
adviser (and all without further action by the Trustees). Any such purchases,
sales and exchanges shall be deemed to have been authorized by the Trustees.
The Trustees may also authorize the investment adviser to determine what firms
shall be employed to effect transactions in securities for the account of the
Trust and to determine what firms shall participate in any such transaction or
shall share in commission or fees charged in connection with such
transactions.
Section 2. Administrative Services. The Trustees may in their
discretion from time to time contract for administrative personnel and
services whereby the other party shall agree to provide the Trustees
administrative personnel and services to operate the Trust on a daily basis,
on such terms and conditions as the Trustees may in their discretion
determine. Such services may be provided by one or more entities.
Section 3. Principal Underwriter. The Trustees may in their discretion
from time to time enter into an exclusive or nonexclusive contract or
contracts providing for the sale of the Shares of the Trust to net the Trust
not less than the amount provided in Article III, Section 3 hereof, whereby
the Trust may either agree to sell the Shares to the other party to the
contract or appoint such other party its sales agent for such shares. In
either case, the contract shall be on such terms and conditions as the
Trustees may in their discretions determine not inconsistent with the
provisions of this Article VII; and such contract may also provided for the
repurchase or sale of Shares of the Trust by such other party as principal or
as agent of the Trust and may provide that the other party may maintain a
market for shares of the Trust.
Section 4. Transfer Agent. The Trustees may in their discretion from
time to time enter into transfer agency and shareholder services contracts
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whereby the other party shall undertake to furnish the Trustees transfer
agency and shareholder services. The contracts shall be on such terms and
conditions as the Trustees may in their discretion determine not inconsistent
with the provisions of this Declaration of Trust or of the By-Laws. Such
services may be provided by one or more entities.
Section 5. Provisions and Amendments. Any contract entered into
pursuant to Sections 1 or 3 of this Article VII shall be consistent with and
subject to the requirements of Section 15 of the 1940 Act (including any
amendments thereof or other applicable Act of Congress hereafter enacted) with
respect to its continuance in effect, its termination, and the method of
authorization and approval of such contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote (i)
for the election of Trustees as provided in Article IV, Section 2; (ii) for
the removal of Trustees as provided in Article IV, Section 3(d); (iii) with
respect to any investment adviser or sub-investment advisers as provided in
Article VII, Section 1; (iv) with respect to the amendment of this Declaration
of Trust as provided in Article XII, Section 7; (v) to the same extent as the
shareholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders; and (vi) with
respect to such additional matters relating to the Trust as may be required by
law, by this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust with the Commission or any State, or as the Trustees
may consider desirable. Each whole Shares shall be entitled to one vote as to
any matter on which it is entitled to vote, and each fractional Shares shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by
proxy. Until Shares are issued, the Trustees may exercise all rights of
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Shareholders and may take any action required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings. A Shareholders meeting shall be held as specified
in Section 2 of Article IV at the principal office of the Trust or such other
place as the Trustees may designate. Special meetings of the Shareholders may
be called by the Trustees or the Chief Executive Officer of the Trust and
shall be called by the Trustees upon the written request of Shareholders
owning at least one-tenth of the outstanding Shares entitled to vote.
Shareholders shall be entitled to at least fifteen days' notice of any
meeting.
Section 3. Quorum and Required Vote. Except as otherwise provided by
law, to constitute a quorum for the transaction of any business at any meeting
of Shareholders there must be present, in person or by proxy, holders of one-
fourth of the total number of Shares of the Trust then outstanding and
entitled to vote at such meeting. If a quorum, as above defined, shall not be
present for the purpose of any vote that may properly come before the meeting,
the Shareholders present in person or by proxy and entitled to vote at such
meeting on such matter holding a majority of the Shares present entitled to
vote on such matter may by vote adjourn the meeting from time to time to be
held at the same place without further notice than by announcement to be given
at the meeting until a quorum, as above defined, entitled to vote on such
matter shall be present, whereupon any such matter may be voted upon at the
meeting as thought held when originally convened. Subject to any applicable
requirement of law or of this Declaration of Trust or the By-Laws, a plurality
of the votes cast shall elect a Trustee and all other matters shall be decided
by a majority of the votes casted entitled to vote thereon.
Section 4. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meeting and related matters.
ARTICLE IX
CUSTODIAN
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Section 1. Appointment and Duties. The Trustee shall appoint or
otherwise engage a bank or trust company having an aggregate capital, surplus
and undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000) as custodian with authority as its agents, but
subject to restrictions, limitations and other requirements, if any, as may be
contained in he By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust and
deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct; and
(3) To disburse such funds upon orders or vouchers;
and may also employ such custodian as the agent of the Trust:
(4) To keep the books and accounts of the Trust and furnish
clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the
Accumulated Net Income of the Trust and the net asset value of the Shares
in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the
custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.
The Trustees may also authorize the custodian to employ one or more sub-
custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between
the custodian and such sub-custodian and approve by the Trustees, provided
that in every case such sub-custodian shall be a bank or trust company
organized under the laws of the United States or one of the states thereof and
having an aggregate capital, surplus and undivided profits (as shown in its
last published report) of at least two million dollars ($2,000,000).
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Section 2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct
the custodian to deposit all or any part of the securities owned by the Trust
in a system for the central handling of securities established by a national
securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission or otherwise in accordance with the 1940
Act as from time to time amended, pursuant to which system all securities of
any particular class or series of any issuer deposited within the system are
treated as favorable and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the custodian at the
direction of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay dividend, and the
amount of such dividends and the payment of them shall be wholly in the
discretion of the Trustees.
(b) The Trustees may, on each day Accumulated Net Income of the Trust
(as defined in Section 3 of Article X) is determined and is positive, declare
such Accumulated Net Income as a dividend to Shareholders of record at such
time as the Trustees shall designate, payable in addition full and fractional
Shares or in cash.
(c) The Trustees may distribute in respect of any fiscal year as
ordinary dividends and as capital gains distributions, respectively, amounts
sufficient to enable the Trust as a regulated investment company to avoid and
liability for federal income taxes in respect of that year.
(d) The decision of the Trustees as to what, in accordance with good
accounting practice, is income and what is principal shall be final, and
-17-
except as specifically provided herein, the decision of the Trustees as to
what expenses and charges of the Trust shall be charged against principal and
what against the income shall be final. Any income not distributed in any
year may be permitted to accumulate and as long as not distributed may be
invested from time to time in the same manner as the principal funds of the
Trust.
(e) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, at any time, or from time to time, to declare and
cause to be paid dividends, which dividends, at the election of the Trustees,
may be accrued, automatically reinvested in additional Shares (or fractions
thereof) of the Trust or paid in cash or additional Shares, all upon such
terms and conditions as the Trustees may prescribe.
(f) Anything in this instrument to the contrary notwithstanding the
Trustees may at any time declare and distribute a dividend consisting of
shares of the Trust.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of the Trust at any time desires
to dispose of Shares recorded in his name, he may deposit a written request
(or such other form of request as the Trustees may from time to time
authorize) requesting that the Trust purchase his Shares, together with such
other instruments or authorizations to effect the transfer as the Trustees may
from time to time require, at the office of the Custodian, and the Trust shall
purchase his said Shares, but only at the net asset value of such Shares (as
defined in Section 4 of this Article X) determined by or on behalf of the
Trustees next after said deposit.
Payment for such Shares shall be made by the Trust to the Shareholder of
record within seven (7) days after the date upon which the request (and, if
required, such other instruments or authorizations of the transfer) is
deposited, subject to the right of the Trustees to postpone the date of
payment pursuant to Section 5 of this Article X. If the redemption is
postponed beyond the date on which it would normally occur by reason of a
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declaration by the Trustees suspending the right of redemption pursuant to
Section 5 of this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may withdraw his
request (or such other instruments or authorizations of transfer) from deposit
it he so elects: or, if he does not so elect, the purchase price shall be the
net asset value of his Shares, determined next after termination of such
suspension and payment therefor shall be made within seven (7) days
thereafter.
(b) The Trust may purchase Shares of the Trust by agreement with the
owner thereof (1) at a price not exceeding the net asset value per Share
determined next after the purchase or contract of purchase is made or (2) at a
price not exceeding the net asset value per Share determined at some later
time.
(c) Shares purchased by the Trust either pursuant to paragraph Section
3. (a) or paragraph (b) of this Section 2 shall be deemed treasury Shares and
may be resold by the Trust.
(d) If the Trustees determine that economic conditions would make it
seriously detrimental to the best interests of the remaining Shareholders of
the Trust to make payment wholly or partly in cash, the Trust may pay the
redemption price in whole or in part by a distribution in kind of securities
from the portfolio of the Trust, in lieu of cash in conformity with applicable
rules of the Securities and Exchange Commission, taking such securities at the
same value employed in determining net asset value, and selecting the
securities in such manner as the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income. The Accumulated Net
Income of the Trust shall be determined by or on behalf of the Trustees daily
or more frequently at the discretion of the Trustees, on each business day
(which term shall, whenever it appears in this Declaration of Trust be deemed
to mean each day when the New York Stock Exchange is open for trading) at such
time or times as the Trustees shall in their discretions determine. Such
determination shall be made in accordance with generally accepted accounting
-19-
principles and practices and may include realized and/or unrealized gains from
the sale or other disposition of securities or other property of the Trust.
The power and duty to determine Accumulated Net Income may be delegated by the
Trustees from time to time to one or more of the Trustee of officers of the
Trust, to the other party to any contract entered into pursuant to Section 1
or 2 of Article VII, or to the custodian or to a transfer agent.
Section 4. Net Asset Value of Shares. The net asset value of each Share
of the Trust outstanding shall be determined at least once on each business
day by or on behalf of the Trustees. The power and duty to determine net
asset value may be delegated by the Trustees from time to time to one or more
of the Trustees or Officers of the Trust, to the other party to any contract
entered into pursuant to Section 1 or 2 of Article VII or to the custodian or
to a transfer agent.
The net asset value of each Share of the Trust as of any particular time
shall be the quotient (adjusted to the nearer cent) obtained by dividing the
value, as of such time, of the net assets of the Trust (i.e., the value of the
assets of the Trust less its liabilities exclusive of capital and surplus) by
the total number of Shares outstanding (exclusive of treasury Shares) at such
time in accordance with the requirements of the 1940 Act and applicable
provisions of the By-Laws of the Trust in conformity with generally accepted
accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period (a) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings,
(b) during which trading on the New York Stock Exchange is restricted, (c)
during which an emergency exists as a result of which disposal by the Trust of
securities owned by it is not reasonable practicable, or it is not reasonably
practicable for the Trust fairly to determine the value of its net assets, or
(d) during such other periods as the Commission (or any succeeding
governmental authority) may be order permit for the protection of security
holders of the Trust; provided that applicable rules and regulations of the
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Commission (or any succeeding governmental authority) shall govern as to
whether the conditions prescribed in (b) or (c) exist. Such suspension shall
take effect at such times as the Trustees shall specify but not later than the
close of business on a business day next following the declaration, and
thereafter there shall be no determination of net asset value until the
Trustees shall declare the suspension at an end, except that the suspension
shall have reopened or the period specified in (b) or (c) shall have expired
(as to which in the absence of an official ruling by said Commission or
succeeding authority, the determination of the Trustees shall be conclusive).
Section 5. Suspension of the Right of Redemption. The Trustees may
declare a suspension of the right of redemption or postpone the date of
payment for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings,
(ii) during which trading on the New York Stock Exchange is restricted, (iii)
during which an emergency exists as a result of which disposal by the Trust of
securities owned by it is not reasonably practicable for the Trust fairly to
determine the value of its net assets, or (iv) during any other period when
the Commission (or any succeeding governmental authority) may for the
protection of security holders of the Trust by order permit suspension of the
right of redemption or postponement of the date of payment on redemption;
provided that applicable rules and regulations of the Commission (or any
succeeding governmental authority) shall govern as to whether the conditions
prescribed in (ii) or (iii) exist. Such suspension shall take effect at such
time as the Trustees shall specify but not later than the close of business on
the business day next following the declaration of suspension, and thereafter
there shall be no right of redemption or payment until the Trustees shall
declare the suspension at an end, except that the suspension shall terminate
in any event on the first day on which said stock exchange shall have reopened
or the period specified in (ii) or (iii) shall have expired (as to which in
the absence of an official ruling by said Commission or succeeding authority,
the determination of the Trustees shall be conclusive).
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Section 6. Trust's Right to Redeem Shares. The Trust shall have the
right to cause the redemption of Shares in any Shareholder's account for their
then current net asset value (which will by promptly paid to the Shareholder
in cash), if at any time the total investment in the account does not have a
minimum dollar value determined from time to time by the Trustees in their
sole discretion. Shares of the Trust are redeemable at the option of the
Trust if, in the opinion of the Trustees, ownership of Trust Shares has or may
become concentrated to an extent which would cause the Trust to be a personal
holding company within the meaning of the Federal Internal Revenue Code (and
thereby disqualified under Sub-chapter M of said Code); in such circumstances
the Trust may compel redemption of Shares, reject any order for the purchase
of Shares or refuse to give effect to the Transfer of Shares.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of
Shareholders. The Trustees, officers, employees or agents of the Trust shall
have not power to bind any Shareholder personally or to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever,
other than such as the Shareholder may at any time agree to pay by way of
subscription to any Shares or otherwise.
No Shareholder or former Shareholder of the Trust shall be liable solely
by reason of his being or having been a Shareholder for any debt, claim,
action, demand, suit, proceeding, judgment, decree, liability or obligation of
any kind, against, or with respect to the Trust arising out of any action
taken or omitted for or on behalf of the Trust, and the Trust shall be solely
liable therefor and resort shall be had solely to the Trust property for the
payment or performance thereof.
Each Shareholder or former Shareholder of the Trust (or their heirs,
executors, administrators or other legal representatives or, in case of a
corporate entity, its corporate or general successor) shall be entitled to
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indemnity and reimbursement out of the Trust property to the full extent of
such liability and the costs of any litigation or other proceedings in which
such liability shall have been determined, including, without limitation, the
fees and disbursements of counsel if, contrary to the provisions hereof, such
Shareholder or former Shareholder of the Trust shall be held to personal
liability.
The Trust shall, upon request by the Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers,
Employees or Agents of the Trust. No Trustee, officer, employee or agent of
the Trust shall have the power to bind any other Trustee, officer, employee or
agent of the Trust personally. The Trustees, officers, employees or agents of
the Trust incurring any debts, liabilities or obligations, or in taking or
omitting any other actions for or in connection with the Trust are, and each
shall be deemed to be, acting as Trustee, officer, employee or agent of the
Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in the
best interest of the Trust, the Trustees and officers shall not be responsible
for or liable in any event for neglect or wrongdoing by them or any officer,
agent, employee, investment adviser or principal underwriter of the Trust or
of any entity providing administrative services for the Trust, but nothing
herein contained shall protect any Trustee or officer against any liability 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.
Section 3. Express Exculpatory Clauses and Instruments. The Trustees
shall use every reasonable means to assure that all persons having dealings
with the Trust shall be informed that the property of the Shareholders and the
Trustees, officers, employees and agents of the Trust shall not be subject to
claims against or obligations of the Trust to any extent whatsoever. The
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Trustees shall cause to be inserted in any written agreement, undertaking or
obligation made or issued on behalf of the Trust (including certificates for
Shares of the Trust) an appropriate reference to this Declaration, providing
that neither the Shareholders, the Trustees, the officers, the employees nor
any agent of the Trust shall be liable thereunder, and that the other parties
to such instrument shall look solely to the Trust property for the payment of
any claim thereunder or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any Shareholder, Trustee,
officer, employee or agent liable, nor shall the Trustee, or any officer,
agent or employee of the Trust be liable to anyone for such omission. If,
notwithstanding this provision, any Shareholder, Trustee, officer, employee or
agent shall be held liable to any other person by reason of the omission of
such provision from any such agreement, undertaking or obligation, the
Shareholder, Trustee, officer, employee or agent shall be entitled to
indemnity and reimbursement out of the Trust property as provided in this
Article XI.
Section 4. Indemnification of Trustees, Officers, Employees and Agents.
(a) Every person who is or has been a Trustee, officer, employee or
agent of the Trust and persons who serve at the Trust's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Trust to fullest extent
permitted by law against liability and against all expenses reasonable
incurred or paid by him in connection with any debt, claim, action, demand,
suit proceeding, judgment, decree, liability or obligation of any kind in
which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent of the Trust or of another
corporation, partnership, joint venture, trust or other enterprise at the
request of the Trust and against amounts paid or incurred by him in the
settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, administrative,
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legislative, investigative or other, including appeals), actual or threatened,
and the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Trustee,
officer, employee or agent against any liability to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee, officer, employee or agent may no on
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4 may be paid by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
Trustee, officer, employee or agent secured by a surety bond or other suitable
insurance that such amount will be paid over by him to the Trust if it is
ultimately determined that he is not entitled to indemnification under this
Section 4.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership. It is hereby expressly declare
that a trust and not a partnership is created hereby.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions
hereunder in good faith and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested. Subject to the
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provisions of Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of counsel
or other experts with respect to the meaning and operation of this Declaration
of Trust, and subject to the provisions of Article XI, shall be under no
liability for any act or omission in accordance with such advice or for
failing to follow such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.
Section 3. Establishment of Record Dates. The Trustees may close the
Share transfer books of the Trust for a period not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for the payment
of any dividend or the making of any distribution to Shareholders, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of Shares shall go into effect; or in lieu of closing the Share
transfer books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Shareholders,
or the date for the payment of any dividend or the making of any distribution
to Shareholders, or the date for the allotment of rights, or the date when any
change or conversion or exchange of Shares shall go into effect, or the last
day on which the consent or dissent of Shareholders may be effectively
expressed for any purpose, as a record date for the determination of the
Shareholders entitled to notice of, and, to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or
distribution, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares, or to exercise
the right to give such consent or dissent, and in such case such Shareholder
and only such Shareholder as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend or distribution, or to receive such allotment
or rights, or to exercise such rights, as the case may be, notwithstanding any
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transfer of any Shares on the books of the Trust after any such date fixed as
aforesaid.
Section 4. Termination of the Trust.
(a) This Trust shall continue without limitation of time but subject to
the provisions or paragraphs (b), (c) and (d) of this Section 4.
(b) The Trustees, with the approval of the holders of at least two-
thirds of the outstanding Shares, may by unanimous action sell and convey the
assets of the Trust to another trust or corporation organized under the laws
of any state of the United States, which is a diversified open-end management
investment company as defined in the 1940 Act, for an adequate consideration
which may include the assumption of all outstanding obligations, taxes and
other liabilities, accrued or contingent, of the Trust and which may include
shares of beneficial interest or stock of such trust or corporation. Upon
making provision for the payment of all such liabilities, by such assumption
or otherwise, the Trustees shall distribute the remaining proceeds ratably
among the holders of the Shares of the Trust then outstanding.
(c) Subject to a Majority Shareholder Vote, the Trustees may at any time
sell and convert into money all the assets of the Trust. Upon making
provision for the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust, the Trustees shall
distribute the remaining assets of the Trust ratably among the holders of the
outstanding Shares.
(d) Upon completion of the distribution of the remaining proceeds of the
remaining assets as provided in paragraphs (b) and (c), the Trust shall
terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest of all
parties shall be canceled and discharged.
Section 5. Officers of the Trust, Filing of Copies, References,
Headings. The Trust shall maintain a usual place of business in
Massachusetts, which, initially, shall be 31 Milk Street, Boston,
Massachusetts, and shall continue to maintain an office at such address unless
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changed by the Trustees to another location in Massachusetts. The Trust may
maintain other officers as the Trustees may from time to time determine. The
original or a copy of this instrument and of each declaration of trust
supplemental hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each
supplemental declaration of trust shall be filed by the Trustees with the
Massachusetts Secretary of State and the Boston City Clerk, as well as any
other governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such supplemental declaration of trust has been
made and as to any matters in connection with the Trust hereunder, and with
the same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or in any such
supplemental declaration of trust, references to this instrument, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer
to this instrument as amended or affected by any such supplemental declaration
of trust. Headings are placed herein for convenience of reference only and in
case of any conflict, the text of this instrument, rather than the headings,
shall control. This instrument may be executed in any number of counterparts
each of which shall be deemed an original.
Section 6. Applicable Law. The Trust set forth in this instrument is
created under and is to be governed by and construed and administered
according to the laws of the Commonwealth of Massachusetts. The Trust shall
be of the type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.
Section 7. Amendments. Prior to initial issuance of Shares pursuant to
the second sentence of Section 3 of Article III, a majority of the Trustees
then in office may amend or otherwise supplement this instrument by making a
Declaration of Trust supplemental hereto, which thereafter shall form a part
hereof. Subsequent to such initial issuance of Shares, if authorized by a
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majority of the Trustees then in office and by a Majority Shareholder Vote, or
by any larger vote which may be required by applicable law of this Declaration
of Trust in any particular case, the Trustees shall amend or otherwise
supplement this instrument, by making a Declaration of Trust supplemental
hereto, which thereafter shall form a part hereof. Any such supplemental
Declaration of Trust shall be signed by at least a majority of the Trustees
then in office. Copies of the supplemental Declaration of Trust shall be
filed as specified in Section 5 of this Article XII.
Section 8. The Trust acknowledged that Federated Investors, Inc. has
reserved the right to grant the non-exclusive use of the name "Federated" or
any derivative thereof to any other investment company, investment adviser,
in office may amend or otherwise supplement this instrument by making a
Declaration of Trust supplemental hereto, which thereafter shall forma part
hereof. Subsequent to such initial issuance of Shares, if authorized by a
majority of the Trustees then in office and by a Majority Shareholder Vote, or
by any larger vote which may be required by applicable law or this Declaration
of Trust in any particular case, the Trustees shall amend or otherwise
supplement this instrument, by making a Declaration of Trust supplemental
hereto, which thereafter shall form a part hereof. Any such supplemental
Declaration of Trust shall be signed by at least a majority of the Trustees
then in office. Copies of the supplemental Declaration of Trust shall be
filed as specified in Section 5 of this Article XII.
IN WITNESS WHEREOF, the undersigned have executed this instrument the day
and year first above written.
/s/ John F. Donahue /s/ J. Joseph Maloney
John F. Donahue J. Joseph Maloney
/s/ Thomas J. Donnelly /s/ Gregor F. Meyer
Thomas J. Donnelly Gregor F. Meyer
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/s/ Richard B. Fisher /s/ Wesley W. Posvar
Richard B. Fisher Wesley W. Posvar
/s/ Edward L. Flaherty, Jr. /s/ Edward E. Smuts
Edward L. Flaherty Edward E. Smuts
COMMONWEALTH OF PENNSYLVANIA )
:
COUNTY OF ALLEGHENY )
I hereby certify that on August 30, 1979 before me, the subscriber, a
Notary Public of the Commonwealth of Pennsylvania, in for the County of
Allegheny, personally appeared JOHN F. DONAHUE, RICHARD B. FISHER, J. JOSEPH
MALONEY, JR., WESLEY W. POSVAR, EDWARD E. SMUTS, THOMAS J. DONNELLY, GREGOR F.
MEYER and EDWARD L. FLAHERTY, JR., who acknowledged the foregoing Declaration
of Trust to be their act.
Witness my hand and notarial seal the day and year last above written
/s/ Loretta Yagesh
Notary Public
[SEAL]
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NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
(formerly, FEDERATED MONEY MARKET TRUST)
AMENDMENT NO. 1 to
DECLARATION OF TRUST (Dated August 30, 1979)
Page
Article I Name and Definitions......................... 1
1.Name ...................................... 1
2.Definitions -
(a) Affiliated Person, Assignment, Commission,
Interested Person, Majority Shareholder Vote,
Principal Underwriter................. 1
(b) Trust ................................. 1
(c) Accumulated Net Income ................ 1
(d) Shareholder ........................... 1
(e) Trustees .............................. 2
(f) Shares ................................ 2
(g) 1940 Act .............................. 2
Article II Purpose of Trust .......................... 2
Article III Beneficial Interest ....................... 2
1.Shares of Beneficial Interest ............. 2
2.Ownership of Shares ....................... 2
3.Investment in the Trust ................... 3
4.No Pre-emptive Rights ..................... 3
Article IV The Trustees .............................. 3
1.Management of the Trust ................... 3
2.Election of Trustees at 1980 Meeting of Shareholders 3
3.Terms of Office of Trustees ............... 4
4.Termination of Service and Appointment of Trustees 4
5.Temporary Absence of Trustees ............. 5
6.Number of Trustees ........................ 5
7.Effect of Death, Resignation, Etc. of a Trustee 5
8.Ownership of the Trust .................... 6
Article V Powers of the Trustees....................... 6
1.Powers .................................... 6
2.Principal Transactions .................... 10
3.Trustees and Officers as Shareholders .... 10
4.Parties to Contract ....................... 10
Page
Article VI Trustees' Expenses and Compensation ....... 11
1.Trustees Reimbursement .................... 11
2.Trustee Compensation ...................... 12
Article VII Investment Adviser, Administrative Services, Principal
Underwriter and Transfer Agent............... 12
1.Investment Adviser ........................ 12
2.Administrative Services ................... 13
3.Principal Underwriter ..................... 13
4.Transfer Agent ............................ 14
5.Provisions and Amendments ................. 14
Article VIIIShareholders' Voting Powers and Meetings .. 14
1.Voting Powers ............................. 14
2.Meetings .................................. 15
3.Quorum and Required Vote .................. 15
4.Additional Provisions ..................... 16
Article IX Custodian ................................. 16
1.Appointment and Duties .................... 16
2.Central Certificate System ................ 17
Article X Distributions and Redemptions................ 17
1.Distributions ............................. 17
2.Redemptions and Repurchases ............... 18
3.Determination of Accumulated Net Income ... 20
4.Net Asset Value of Shares ................. 20
5.Suspension of the Right of Redemption ..... 21
6.Trust's Right to Redeem Shares ............ 21
Article XI Limitation of Liability and Indemnification 21
1.Limitation of Personal Liability and
Indemnification of Shareholders ........... 21
2.Limitation of Personal Liability of
Trustees, Officers, Employees or
Agents of the Trust ....................... 22
3.Express Exculpatory Clauses and Instruments 23
Page
4.Indemnification of Trustees, Officers,
Employees and Agents ...................... 23
Article XII Miscellaneous ............................. 25
1.Trust is not a Partnership ................ 25
2.Trustee's Good Faith Action, Expert Advice, No
Bond or Surety ............................ 25
3.Establishment of Record Dates ............. 25
4.Termination of Trust ...................... 26
5.Offices of the Trust, Filing of Copies,
References, Headings ...................... 27
6.Applicable Law ............................ 28
7.Amendments ................................ 28
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
(formerly, FEDERATED MONEY MARKET TRUST)
AMENDMENT NO. 1 to
DECLARATION OF TRUST (Dated August 30, 1979)
THIS AMENDMENT to the DECLARATION OF TRUST is made this 6th day of
February, 1980.
WHEREAS, the Trustees executed a Declaration of Trust among themselves on
August 30, 1979, creating a Massachusetts Business Trust for the investment
and reinvestment of funds contributed thereof; and
WHEREAS, pursuant to Section 7 of Article XII of the Declaration of
Trust, the Trustees desire to amend the Declaration of Trust;
NOW, THEREFOR, the Trustees hereby amend and restate in its entirety the
Declaration of Trust as follows:
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name. This Trust shall be known as the " NRTA/AARP U.S.
GOVERNMENT MONEY MARKET TRUST."
Section 2. Definitions. Wherever used herein, unless otherwise required
by the context or specifically provided:
(a) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Majority Shareholder Vote" (the 67% or 50%
requirement of the third sentence of Section 2(a)(42) of the 1940 Act,
whichever may be applicable) and "Principal Underwriter" shall have the
meanings given them in the Investment Company Act of 1940, as amended
from time to time;
(b) The "Trust" refers to NRTA/AARP U.S. GOVERNMENT MONEY MARKET
TRUST;
(c) "Accumulated Net Income" means the accumulated net income of
the Trust determined in the manner provided or authorized in Article X,
Section 3;
(d) "Shareholder" means a record owner of Shares of the Trust;
(e) The "Trustees" refer to the individual Trustees in their
capacity as Trustees hereunder of the Trust and their successor or
successors for the time being in office as such Trustees;
(f) "Shares" means the equal proportionate units of interest into
which the beneficial interest in the Trust shall be divided from time to
time and includes fractions of Shares as well as whole Shares; and
(g) The "1940 Act" refers to the Investment Company Act of 1940, as
amended from time to time.
ARTICLE II
PURPOSE OF TRUST
The purpose of this Trust is to provide investors a continuous source of
managed investments primarily in securities.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The beneficial interest in
the Trust shall be at all times be divided into transferable Shares, without
par value, each of which shall represent an equal proportionate in the Trust
with each other Shares outstanding, none having priority or preference over
another. The number of Shares which may be issued is unlimited. The Trustees
may from time to time divide or combine the outstanding Shares into a greater
or lesser number without thereby changing the proportionate beneficial
interest in the Trust. Contributions to the Trust may be accepted for, and
Shares shall be redeemed as, whole Shares and/or fractions.
Sections 2. Ownership of Shares. The ownership of Shares shall be
recorded in the books of the Trust or a transfer agent. The Trustees may make
such rules as they consider appropriate for the transfer of shares and similar
matters. The record books of the Trust or any transfer agent, as the case may
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be, shall be conclusive as to who are the holders of Shares and as to the
number of Shares held from time to time by each.
Section 3. Investment in the Trust. The Trustees shall accept
investments in the Trust from such persons and on such terms as they may from
time to time authorize. After the date of the initial contribution of capital
(which shall occur prior to the initial public offering of Shares of the
Trust), the number of Shares to represent the initial contribution shall be
considered as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust. Subsequent to
such initial contribution shall be considered as outstanding and the amount
received by the Trustees on account of the contribution shall be treated as an
asset of the Trust. Subsequent to such initial contribution of capital,
Shares (including Shares which may have been redeemed or repurchased by the
Trust) may be issued or sold at a price which will net the Trust, before
paying any taxes in connection with such issue or sale, not less than the net
asset value (as defined in Article X, Section 4) thereof; provided, however,
that the Trustee may in their discretion impose a sales charge upon
investments in the Trust.
Section 4. No Pre-Emptive Rights. Shareholders shall have no pre-
emptive or other right to subscribe to additional Shares or other securities
issued by the Trust or the Trustees.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all powers
necessary and desirable to carry out that responsibility. The Trustees who
shall serve until the election of Trustees at the 1980 Meeting of Shareholders
shall be John F. Donahue, Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W.
Posvar, Edward E. Smuts, Thomas J. Donnelly, Charles F. Wallander, Jr., Gregor
F. Meyer, and Edward L. Flaherty, Jr.
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Section 2. Election of Trustees at 1980 Meeting of Shareholders. In the
year 1980, on a date fixed by the Trustees, which shall be subsequent to the
initial public offering of Shares of the Trust, the Shareholders shall elect
Trustees. The number of Trustees shall be determined by the Trustees pursuant
to Article IV, Section 6.
Section 3. Term of Office of Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as hereinafter
provided; except (a) that any Trustee may resign his trust by written
instrument signed by him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is specified therein; (b)
that any Trustee may be removed at any time by written instrument signed by at
least two-thirds of the number of Trustees prior to such removal, specifying
the date when such removal shall become effective; (c) that any Trustee who
requests in writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a majority of the
other Trustees, specifying the date of his retirement; and (d) a Trustee may
be removed at any special meeting of Shareholders of the Trust by a vote of
two-thirds of the outstanding Shares.
Section 4. Termination of Service and Appointment of Trustees. In case
of the death, resignation, retirement, removal or mental or physical
incapacity of any of the Trustees, or in the case a vacancy shall, by reason
of an increase in number, or for any other reason, exist, the remaining
Trustees shall fill such vacancy by appointing such other person as they in
their discretion shall see fit. Such appointment shall be effected by the
signing of a written instrument by a majority of the Trustees in office.
Within three months of such appointment, the Trustees shall cause notice of
such appointment to be mailed to each Shareholder at his address as recorded
on the books of the Trust. An appointment of a Trustee may be made by the
Trustees then in office and notice thereof mailed to Shareholders as aforesaid
in anticipation of a vacancy to occur by reason of retirement, resignation or
increase in number of Trustees effective at a later date, provided that said
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appointment shall become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As soon as any
Trustee so appointed shall have accepted this Trust, the trust estate shall
vest in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance, and he shall be deemed a Trustee
hereunder. Any appointment authorized by this Section 4 is subject to the
provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall less
than two of the Trustees personally exercise the other power hereunder except
as herein otherwise expressly provided.
Section 6. Number of Trustees. The number of Trustees, not less than
three (3) nor more than twenty (20) serving hereunder at any time shall be
determined by the Trustees themselves.
Whenever a vacancy in the Board of Trustees shall occur, until such
vacancy is filled or while any Trustee is absent from the Commonwealth of
Massachusetts or, if not a domiciliary of Massachusetts, is absent from his
state of domicile, or is physically or mentally incapacitated, the other
Trustees shall have all the powers hereunder and the certificate signed by a
majority of the other Trustees of such vacancy, absence or incapacity, shall
be conclusive, provided, however, that no vacancy which reduces the number of
Trustees below three (3) shall remain unfilled for a period longer than six
calendar months.
Section 7. Effect of Death, Resignation, etc. of a Trustee. The death,
resignation, retirement, removal, or mental or physical incapacity of the
Trustee, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of this Declaration of
Trust.
Section 8. Ownership of the Trust. The assets of the Trust shall be
held separate and apart from any assets now or hereafter held in any capacity
-5-
other trustee hereunder by the Trustees or any successor Trustee. All of the
assets of the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall be deemed to have a severable ownership in any
individual asset of the Trust or any right of partition or possession thereof,
but each Shareholder shall have a proportionate undivided beneficial interest
in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the Shareholders.
The Trustees shall have full power and authority to do any and all acts and to
make and execute any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust. The
Trustees shall not be bound or limited by present or future laws or customs in
regard to trust investment, but shall have full authority and power to make
any and all investment which they, in their uncontrolled discretion, shall
deem proper to accomplish the purpose of this Trust. Without limiting the
foregoing, the Trustees shall have the following specific powers and
authority, subject to any applicable limitation in this Declaration of Trust
or in the By-Laws of the Trust.
(a) To buy, and investment funds in their hands in, securities
including, but not limited to, common stocks, preferred stocks, bonds,
debentures, warrants and rights to purchase securities, certificates of
beneficial interest, money market instruments, note or other evidences of
indebtedness issued by corporations, trusts or associations, domestic or
foreign, or issued or guaranteed by the United States of America or any
agency or instrumentality thereof, by the government of any foreign
country, by any State of the United states, or by any political
subdivision or agency or instrumentality of any State or foreign country,
or in "when-issued" or "delayed-delivery" contracts for any such
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securities, or in any repurchase agreement (agreements under which the
seller agrees at the time of sale to repurchase the security at an agreed
time and price), or retain Trust assets in cash, and from time to time
change the investment of the assets of the Trust;
(b) To adopt By-Laws not inconsistent with the Declaration of Trust
providing for the conduct of the business of the Trust and to amend and
repeal them to the extent that they do not reserve the right to the
Shareholders;
(c) To Elect and remove such officers and appoint and terminate
such agents as they consider appropriate;
(d) To appoint or otherwise engage a bank or trust company as
custodian of any assets of the Trust subject to any conditions set forth
in this Declaration of Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer agents, dividend
disbursing agents, Shareholder servicing agents, investment advisers,
sub-investment advisers, principal underwriters, administrative service
agents, and such other agents as the Trustees may from time to time
appoint or otherwise engage;
(f) To provide for the distribution of interests of the Trust
either through a principal underwriter in he manner hereinafter provided
for or by the Trust itself, or both;
(g) To set record dates in the manner hereinafter provided for;
(h) To delegate such authority as they consider desirable to a
committee or committees composed of Trustees, including without
limitations, an executive Committee, or to any officers of the Trust and
to any agent, custodian or underwriter;
(i) To sell or exchange any or all of the assets of the Trust,
subject to the provisions of Article XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver powers of attorney to such person or persons as the Trustees
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shall deem proper, granting to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall
deem proper;
(k) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(l) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form; or
either in its own name or in the name of a custodian or a nominee or
nominees, subject in either case to proper safeguards according to the
usual practice of Massachusetts trust companies or investment companies;
(m) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern,
any security of which is held in the Trust; to consent to any contract,
lease, mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any security
held in the Trust;
(n) To engage in and to prosecute, compound, compromise, abandon,
or adjust, by arbitration, or otherwise, any actions, suits, proceedings,
disputes, claims, demands, and things relating to the Trust, and out of
the assets of the Trust to pay, or to satisfy, any debts, claims or
expenses incurred in connection therewith, including those of litigation,
upon evidence that the Trustees may deem sufficient (such powers shall
include without limitations any actions, suits, proceedings, disputes,
claims demands and things relating to the Trust wherein any of the
Trustees may be named individually and the subject matter of which arises
by reason of business for or on behalf of the Trust);
(o) To make distributions of income and of capital gains to
Shareholders in the manner hereinafter provided for;
(p) To borrow money but only as a temporary measure for the
extraordinary or emergency purposes and then (a) only in amounts not in
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excess of 5% of the value of its total assets or (b) in any amount up to
one-third of the value of its total assets, including the amount
borrowed, in order to meet redemption requests without immediately
selling any portfolio securities. The Trustees shall not pledge,
mortgage or hypothecate the assets of the Trust.
(q) From time to time to issue and sell the Shares of the Trust
either for cash or for property whenever and in such amounts as the
Trustee may deem desirable, but subject to the limitation set forth in
Section 3 of Article III.
(r) To purchase insurance of any kind, including, without
limitation, insurance on behalf of any person who is or was a Trustee,
Officer, employee or agent of the Trust, or is or was serving at the
request of the trust as a Trustee, Director, Officer, agent or employee
of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him
in any such capacity or arising out of his status as such.
No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
Section 2. Principal Transactions. The Trustees shall not on behalf of
the Trust buy any securities (other than Shares of the Trust) from or sell any
securities (other than Shares of the Trust) to, or lend any assets of the
Trust to, any Trustee or officer or employee of the Trust or any firm of which
any such Trustee or officer is a member acting as principal unless permitted
by the 1940 Act, but the Trust may employ any such other party or any such
person or firm or company in which any such person is an interested person in
any capacity not prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders. Any Trustee, officer
or other agent of the Trust may acquire, own and dispose of shares of the
Trust to the same extent as if he were not a Trustee, officer or agent; and
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the Trustees may issue and sell or cause to be issued or sold Shares of the
Trust to any buy such Shares from any such person or any firm or company in
which he is an interested person subject only to the general limitations
herein contained as to the sale and purchase of such Shares; and all subject
to any restrictions which may be contained in the By-Laws.
Section 4. Parties to Contract. The Trustees may enter into any
contract of the character described in Section 1, 2, 3, or 4 of Article VII or
in Article IX hereof or any other capacity not prohibited by the 1940 Act with
any corporation, firm, trust or association, although one or more of the
shareholders, Trustees, officers, employees or agents of the Trust or their
affiliates may be an officer, director, Trustee, shareholder or interested
person of such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely
by reason of such relationship for any loss or expense to the Trust under or
by reason of said contract or accountable for any profit realized directly or
indirectly therefrom, in the absence of actual fraud. The same person
(including a firm, corporation, trust or association) may be the other party
to contracts entered into pursuant to Sections 1, 2, 3 and 4 of Article VII
or Article IX or any other capacity deemed legal under the 1940 Act, and any
individual may be financially interested or otherwise an interested person of
persons who are parties to any or all of the contracts mentioned in this
Section 4.
ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement. The Trustees shall be reimbursed from
the Trust estate for all of their expenses of organizing the Trust and
continuing its existence; fees and expenses of Trustees and Officers of the
Trust; fees for investment advisory services, administrative services and
principal underwriting services provided for in Article VII, Sections 1, 2 and
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3; fees and expenses of preparing and printing its Registration Statements
under the Securities Act of 1933 and the Investment Company Act of 1940 and
any amendments thereto; expenses of registering and qualifying the Trust and
its shares under federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses and any amendments thereof
sent to shareholders underwriters, broker-dealers and to investors who may be
considering the purchase of shares; expenses of registering, licensing or
other authorization of the Trust as a broker-dealer and of its Officers as
agents and salesmen under federal and state laws and regulations; interest
expense, taxes, fees and commissions o f every kind; expenses of issue
(including cost of share certificates), repurchase and redemption of shares,
including expenses attributable to a program of periodic issue; charges and
expenses of custodians, transfer agents, dividend disbursing agents,
shareholder servicing agents and registrars; printing and mailing costs;
auditing, accounting and legal expenses; reports to shareholders and
governmental officers and commissions; expenses of meetings of shareholders
and proxy solicitations therefor; insurance expenses; association membership
dues and nonrecurring items as may arise, including all losses and liabilities
by them incurred in administering the Trust, including expenses incurred in
connection with litigation, proceedings and claims and the obligations of the
Trust under Article XI, hereof to indemnify its Trustees, Officers, employees,
shareholders and agents, and for the payment of such expenses, disbursements
mental officers and commissions; expenses of meetings of shareholders and
proxy solicitations therefor; insurance expenses; association membership dues
and nonrecurring items as may arise, including all losses and liabilities by
them incurred in administering the Trust, including expenses incurred in
connection with litigation, proceedings and claims and the obligations of the
Trust under Article XI, hereof to indemnify its Trustees, Officers, employees,
shareholders and agents, and for the payment of such expenses, disbursements,
losses and liabilities, the Trustees shall have a lien on the Trust estate
prior to any rights or interests of the Shareholders thereto. This section
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shall not preclude the Trust from directly paying any of the aforementioned
fees and expenses.
Section 2. Trustee Compensation. The Trustees shall be entitled to
compensation from the Trust for their respective services as Trustees, to be
determined from time to time by a vote of the Trustees, and the Trustees shall
also determine the compensation of all Officers, consultants and agents whom
they may elect or appoint. The Trust may pay any Trustee or any corporation,
firm, trust or association of which a Trustee is an interested person for
services rendered to the Trust in any capacity not prohibited by the 1940 Act,
and such payments shall not be deemed compensation for services as a Trustee
under the first sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Adviser. Subject to a Majority Shareholder Vote,
the Trustees may in their discretion from time to time enter into an
investment advisory contract whereby the other party to such contract shall
undertake to furnish the Trustees investment advisory services upon such terms
and conditions and for such compensation as the Trustees may in their
discretion determine. Subject to a Majority Shareholder Vote, the investment
adviser may enter into a sub-investment advisory contract to receive
investment advice, statistical and factual information from the sub-investment
adviser upon such terms and conditions and for such compensation as the
Trustees may in their discretion agree to. Notwithstanding any provision of
this Declaration of Trust, the Trustees may authorize the investment adviser
or sub-investment adviser or any person furnishing administrative personnel
and services as set forth in Article VII, Section 2 (subject to such general
or specific instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges of portfolio securities of the Trust on
behalf of the Trustees or may authorize any officer or Trustee to effect such
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purchases, sales, or exchanges pursuant to recommendations of the investment
adviser (and all without further action by the Trustees). Any such purchases,
sales and exchanges shall be deemed to have been authorized by the Trustees.
The Trustees may also authorize the investment adviser to determine what firms
shall be employed to effect transactions in securities for the account of the
Trust and to determine what firms shall participate in any such transaction or
shall share in commission or fees charged in connection with such
transactions.
Section 2. Administrative Services. The Trustees may in their
discretion from time to time contract for administrative personnel and
services whereby the other party shall agree to provide the Trustees
administrative personnel and services to operate the Trust on a daily basis,
on such terms and conditions as the Trustees may in their discretion
determine. Such services may be provided by one or more entities.
Section 3. Principal Underwriter. The Trustees may in their discretion
from time to time enter into an exclusive or nonexclusive contract or
contracts providing for the sale of the Shares of the Trust to net the Trust
not less than the amount provided in Article III, Section 3 hereof, whereby
the Trust may either agree to sell the Shares to the other party to the
contract or appoint such other party its sales agent for such shares. In
either case, the contract shall be on such terms and conditions as the
Trustees may in their discretions determine not inconsistent with the
provisions of this Article VII; and such contract may also provided for the
repurchase or sale of Shares of the Trust by such other party as principal or
as agent of the Trust and may provide that the other party may maintain a
market for shares of the Trust.
Section 4. Transfer Agent. The Trustees may in their discretion from
time to time enter into transfer agency and shareholder services contracts
whereby the other party shall undertake to furnish the Trustees transfer
agency and shareholder services. The contracts shall be on such terms and
conditions as the Trustees may in their discretion determine not inconsistent
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with the provisions of this Declaration of Trust or of the By-Laws. Such
services may be provided by one or more entities.
Section 5. Provisions and Amendments. Any contract entered into
pursuant to Sections 1 or 3 of this Article VII shall be consistent with and
subject to the requirements of Section 15 of the 1940 Act (including any
amendments thereof or other applicable Act of Congress hereafter enacted) with
respect to its continuance in effect, its termination, and the method of
authorization and approval of such contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have power to vote (i)
for the election of Trustees as provided in Article IV, Section 2; (ii) for
the removal of Trustees as provided in Article IV, Section 3(d); (iii) with
respect to any investment adviser or sub-investment advisers as provided in
Article VII, Section 1; (iv) with respect to the amendment of this Declaration
of Trust as provided in Article XII, Section 7; (v) to the same extent as the
shareholders of a Massachusetts business corporation as to whether or not a
court action, proceeding or claim should be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders; and (vi) with
respect to such additional matters relating to the Trust as may be required by
law, by this Declaration of Trust, or the By-Laws of the Trust or any
regulation of the Trust with the Commission or any State, or as the Trustees
may consider desirable. Each whole Shares shall be entitled to one vote as to
any matter on which it is entitled to vote, and each fractional Shares shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in person or by
proxy. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law, this
Declaration of Trust or any By-Laws of the Trust to be taken by Shareholders.
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Section 2. Meetings. A Shareholders meeting shall be held as specified
in Section 2 of Article IV at the principal office of the Trust or such other
place as the Trustees may designate. Special meetings of the Shareholders may
be called by the Trustees or the Chief Executive Officer of the Trust and
shall be called by the Trustees upon the written request of Shareholders
owning at least one-tenth of the outstanding Shares entitled to vote.
Shareholders shall be entitled to at least fifteen days' notice of any
meeting.
Section 3. Quorum and Required Vote. Except as otherwise provided by
law, to constitute a quorum for the transaction of any business at any meeting
of Shareholders there must be present, in person or by proxy, holders of one-
fourth of the total number of Shares of the Trust then outstanding and
entitled to vote at such meeting. If a quorum, as above defined, shall not be
present for the purpose of any vote that may properly come before the meeting,
the Shareholders present in person or by proxy and entitled to vote at such
meeting on such matter holding a majority of the Shares present entitled to
vote on such matter may by vote adjourn the meeting from time to time to be
held at the same place without further notice than by announcement to be given
at the meeting until a quorum, as above defined, entitled to vote on such
matter shall be present, whereupon any such matter may be voted upon at the
meeting as thought held when originally convened. Subject to any applicable
requirement of law or of this Declaration of Trust or the By-Laws, a plurality
of the votes cast shall elect a Trustee and all other matters shall be decided
by a majority of the votes casted entitled to vote thereon.
Section 4. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meeting and related matters.
ARTICLE IX
CUSTODIAN
Section 1. Appointment and Duties. The Trustee shall appoint or
otherwise engage a bank or trust company having an aggregate capital, surplus
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and undivided profits (as shown in its last published report) of at least two
million dollars ($2,000,000) as custodian with authority as its agents, but
subject to restrictions, limitations and other requirements, if any, as may be
contained in he By-Laws of the Trust:
(1) To receive and hold the securities owned by the Trust and
deliver the same upon written order;
(2) To receive and receipt for any moneys due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct; and
(3) To disburse such funds upon orders or vouchers;
(4) To keep the books and accounts of the Trust and furnish
clerical and accounting services;
(5) To compute, if authorized to do so by the Trustees, the
Accumulated Net Income of the Trust and the net asset value of the Shares
in accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between the Trustees
and the custodian. If so directed by a Majority Shareholder Vote, the
custodian shall deliver and pay over all property of the Trust held by it as
specified in such vote.
The Trustees may also authorize the custodian to employ one or more sub-
custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between
the custodian and such sub-custodian and approve by the Trustees, provided
that in every case such sub-custodian shall be a bank or trust company
organized under the laws of the United States or one of the states thereof and
having an aggregate capital, surplus and undivided profits (as shown in its
last published report) of at least two million dollars ($2,000,000).
Section 2. Central Certificate System. Subject to such rules,
regulations and orders as the Commission may adopt, the Trustees may direct
the custodian to deposit all or any part of the securities owned by the Trust
in a system for the central handling of securities established by a national
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securities exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such other person as
may be permitted by the Commission or otherwise in accordance with the 1940
Act as from time to time amended, pursuant to which system all securities of
any particular class or series of any issuer deposited within the system are
treated as favorable and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such deposits
shall be subject to withdrawal only upon the order of the custodian at the
direction of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may from time to time declare and pay dividend, and the
amount of such dividends and the payment of them shall be wholly in the
discretion of the Trustees.
(b) The Trustees may, on each day Accumulated Net Income of the Trust
(as defined in Section 3 of Article X) is determined and is positive, declare
such Accumulated Net Income as a dividend to Shareholders of record at such
time as the Trustees shall designate, payable in addition full and fractional
Shares or in cash.
(c) The Trustees may distribute in respect of any fiscal year as
ordinary dividends and as capital gains distributions, respectively, amounts
sufficient to enable the Trust as a regulated investment company to avoid and
liability for federal income taxes in respect of that year.
(d) The decision of the Trustees as to what, in accordance with good
accounting practice, is income and what is principal shall be final, and
except as specifically provided herein, the decision of the Trustees as to
what expenses and charges of the Trust shall be charged against principal and
what against the income shall be final. Any income not distributed in any
year may be permitted to accumulate and as long as not distributed may be
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invested from time to time in the same manner as the principal funds of the
Trust.
(e) The Trustees shall have power, to the fullest extent permitted by
the laws of Massachusetts, at any time, or from time to time, to declare and
cause to be paid dividends, which dividends, at the election of the Trustees,
may be accrued, automatically reinvested in additional Shares (or fractions
thereof) of the Trust or paid in cash or additional Shares, all upon such
terms and conditions as the Trustees may prescribe.
(f) Anything in this instrument to the contrary notwithstanding the
Trustees may at any time declare and distribute a dividend consisting of
shares of the Trust.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of the Trust at any time desires
to dispose of Shares recorded in his name, he may deposit a written request
(or such other form of request as the Trustees may from time to time
authorize) requesting that the Trust purchase his Shares, together with such
other instruments or authorizations to effect the transfer as the Trustees may
from time to time require, at the office of the Custodian, and the Trust shall
purchase his said Shares, but only at the net asset value of such Shares (as
defined in Section 4 of this Article X) determined by or on behalf of the
Trustees next after said deposit.
Payment for such Shares shall be made by the Trust to the Shareholder of
record within seven (7) days after the date upon which the request (and, if
required, such other instruments or authorizations of the transfer) is
deposited, subject to the right of the Trustees to postpone the date of
payment pursuant to Section 5 of this Article X. If the redemption is
postponed beyond the date on which it would normally occur by reason of a
declaration by the Trustees suspending the right of redemption pursuant to
Section 5 of this Article X, the right of the Shareholder to have his Shares
purchased by the Trust shall be similarly suspended, and he may withdraw his
request (or such other instruments or authorizations of transfer) from deposit
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it he so elects: or, if he does not so elect, the purchase price shall be the
net asset value of his Shares, determined next after termination of such
suspension and payment therefor shall be made within seven (7) days
thereafter.
(b) The Trust may purchase Shares of the Trust by agreement with the
owner thereof (1) at a price not exceeding the net asset value per Share
determined next after the purchase or contract of purchase is made or (2) at a
price not exceeding the net asset value per Share determined at some later
time.
(c) Shares purchased by the Trust either pursuant to paragraph (a) or
paragraph (b) of this Section 2 shall be deemed treasury Shares and may be
resold by the Trust.
(d) If the Trustees determine that economic conditions would make it
seriously detrimental to the best interests of the remaining Shareholders of
the Trust to make payment wholly or partly in cash, the Trust may pay the
redemption price in whole or in part by a distribution in kind of securities
from the portfolio of the Trust, in lieu of cash in conformity with applicable
rules of the Securities and Exchange Commission, taking such securities at the
same value employed in determining net asset value, and selecting the
securities in such manner as the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income. The Accumulated Net
Income of the Trust shall be determined by or on behalf of the Trustees daily
or more frequently at the discretion of the Trustees, on each business day
(which term shall, whenever it appears in this Declaration of Trust be deemed
to mean each day when the New York Stock Exchange is open for trading) at such
time or times as the Trustees shall in their discretions determine. Such
determination shall be made in accordance with generally accepted accounting
principles and practices and may include realized and/or unrealized gains from
the sale or other disposition of securities or other property of the Trust.
The power and duty to determine Accumulated Net Income may be delegated by the
Trustees from time to time to one or more of the Trustee of officers of the
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Trust, to the other party to any contract entered into pursuant to Section 1
or 2 of Article VII, or to the custodian or to a transfer agent.
Section 4. Net Asset Value of Shares. The net asset value of each Share
of the Trust outstanding shall be determined at least once on each business
day by or on behalf of the Trustees. The power and duty to determine net
asset value may be delegated by the Trustees from time to time to one or more
of the Trustees or Officers of the Trust, to the other party to any contract
entered into pursuant to Section 1 or 2 of Article VII or to the custodian or
to a transfer agent.
The net asset value of each Share of the Trust as of any particular time
shall be the quotient (adjusted to the nearer cent) obtained by dividing the
value, as of such time, of the net assets of the Trust (i.e., the value of the
assets of the Trust less its liabilities exclusive of capital and surplus) by
the total number of Shares outstanding (exclusive of treasury Shares) at such
time in accordance with the requirements of the 1940 Act and applicable
provisions of the By-Laws of the Trust in conformity with generally accepted
accounting practices and principles.
The Trustees may declare a suspension of the determination of net asset
value for the whole or any part of any period in accordance with the
Investment Company Act of 1940 and the rules and regulations adopted
thereunder.
Section 5. Suspension of the Right of Redemption. The Trustees may
declare a suspension of the right of redemption or postpone the date of
payment for the whole or any part of any period in accordance with the
Investment Company Act of 1940 and the rules and regulations adopted
thereunder.
Section 6. Trust's Right to Redeem Shares. The Trust shall have the
right to cause the redemption of Shares in any Shareholder's account for their
then current net asset value (which will by promptly paid to the Shareholder
in cash), if at any time the total investment in the account does not have a
minimum dollar value determined from time to time by the Trustees in their
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sole discretion. Shares of the Trust are redeemable at the option of the
Trust if, in the opinion of the Trustees, ownership of Trust Shares has or may
become concentrated to an extent which would cause the Trust to be a personal
holding company within the meaning of the Federal Internal Revenue Code (and
thereby disqualified under Sub-chapter M of said Code); in such circumstances
the Trust may compel redemption of Shares, reject any order for the purchase
of Shares or refuse to give effect to the Transfer of Shares.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and Indemnification of
Shareholders. The Trustees, officers, employees or agents of the Trust shall
have not power to bind any Shareholder personally or to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever,
other than such as the Shareholder may at any time agree to pay by way of
subscription to any Shares or otherwise.
No Shareholder or former Shareholder of the Trust shall be liable solely
by reason of his being or having been a Shareholder for any debt, claim,
action, demand, suit, proceeding, judgment, decree, liability or obligation of
any kind, against, or with respect to the Trust arising out of any action
taken or omitted for or on behalf of the Trust, and the Trust shall be solely
liable therefor and resort shall be had solely to the Trust property for the
payment or performance thereof.
Each Shareholder or former Shareholder of the Trust (or their heirs,
executors, administrators or other legal representatives or, in case of a
corporate entity, its corporate or general successor) shall be entitled to
indemnity and reimbursement out of the Trust property to the full extent of
such liability and the costs of any litigation or other proceedings in which
such liability shall have been determined, including, without limitation, the
fees and disbursements of counsel if, contrary to the provisions hereof, such
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Shareholder or former Shareholder of the Trust shall be held to personal
liability.
The Trust shall, upon request by the Shareholder or former Shareholder,
assume the defense of any claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees, Officers,
Employees or Agents of the Trust. No Trustee, officer, employee or agent of
the Trust shall have the power to bind any other Trustee, officer, employee or
agent of the Trust personally. The Trustees, officers, employees or agents of
the Trust incurring any debts, liabilities or obligations, or in taking or
omitting any other actions for or in connection with the Trust are, and each
shall be deemed to be, acting as Trustee, officer, employee or agent of the
Trust and not in his own individual capacity.
Provided they have acted under the belief that their actions are in the
best interest of the Trust, the Trustees and officers shall not be responsible
for or liable in any event for neglect or wrongdoing by them or any officer,
agent, employee, investment adviser or principal underwriter of the Trust or
of any entity providing administrative services for the Trust, but nothing
herein contained shall protect any Trustee or officer against any liability 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.
Section 3. Express Exculpatory Clauses and Instruments. The Trustees
shall use every reasonable means to assure that all persons having dealings
with the Trust shall be informed that the property of the Shareholders and the
Trustees, officers, employees and agents of the Trust shall not be subject to
claims against or obligations of the Trust to any extent whatsoever. The
Trustees shall cause to be inserted in any written agreement, undertaking or
obligation made or issued on behalf of the Trust (including certificates for
Shares of the Trust) an appropriate reference to this Declaration, providing
that neither the Shareholders, the Trustees, the officers, the employees nor
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any agent of the Trust shall be liable thereunder, and that the other parties
to such instrument shall look solely to the Trust property for the payment of
any claim thereunder or for the performance thereof; but the omission of such
provisions from any such instrument shall not render any Shareholder, Trustee,
officer, employee or agent liable, nor shall the Trustee, or any officer,
agent or employee of the Trust be liable to anyone for such omission. If,
notwithstanding this provision, any Shareholder, Trustee, officer, employee or
agent shall be held liable to any other person by reason of the omission of
such provision from any such agreement, undertaking or obligation, the
Shareholder, Trustee, officer, employee or agent shall be entitled to
indemnity and reimbursement out of the Trust property as provided in this
Article XI.
Section 4. Indemnification of Trustees, Officers, Employees and Agents.
(a) Every person who is or has been a Trustee, officer, employee or
agent of the Trust and persons who serve at the Trust's request as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Trust to fullest extent
permitted by law against liability and against all expenses reasonable
incurred or paid by him in connection with any debt, claim, action, demand,
suit proceeding, judgment, decree, liability or obligation of any kind in
which he becomes involved as a party or otherwise by virtue of his being or
having been a Trustee, officer, employee or agent of the Trust or of another
corporation, partnership, joint venture, trust or other enterprise at the
request of the Trust and against amounts paid or incurred by him in the
settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding" shall apply to
all claims, actions, suits or proceedings (civil, criminal, administrative,
legislative, investigative or other, including appeals), actual or threatened,
and the words "liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
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(c) No indemnification shall be provided hereunder to a Trustee,
officer, employee or agent against any liability to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of his office.
(d) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee, officer, employee or agent may no on
hereafter be entitled, shall continue as to a person who has ceased to be such
Trustee, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(e) Expenses in connection with the preparation and presentation of a
defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4 may be paid by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
Trustee, officer, employee or agent secured by a surety bond or other suitable
insurance that such amount will be paid over by him to the Trust if it is
ultimately determined that he is not entitled to indemnification under this
Section 4.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership. It is hereby expressly declare
that a trust and not a partnership is created hereby.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretions
hereunder in good faith and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested. Subject to the
provisions of Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take advice of counsel
or other experts with respect to the meaning and operation of this Declaration
of Trust, and subject to the provisions of Article XI, shall be under no
-24-
liability for any act or omission in accordance with such advice or for
failing to follow such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.
Section 3. Establishment of Record Dates. The Trustees may close the
Share transfer books of the Trust for a period not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date for the payment
of any dividend or the making of any distribution to Shareholders, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of Shares shall go into effect; or in lieu of closing the Share
transfer books as aforesaid, the Trustees may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Shareholders,
or the date for the payment of any dividend or the making of any distribution
to Shareholders, or the date for the allotment of rights, or the date when any
change or conversion or exchange of Shares shall go into effect, or the last
day on which the consent or dissent of Shareholders may be effectively
expressed for any purpose, as a record date for the determination of the
Shareholders entitled to notice of, and, to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or
distribution, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of shares, or to exercise
the right to give such consent or dissent, and in such case such Shareholder
and only such Shareholder as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend or distribution, or to receive such allotment
or rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any Shares on the books of the Trust after any such date fixed as
aforesaid.
Section 4. Termination of the Trust.
(a) This Trust shall continue without limitation of time but subject to
the provisions or paragraphs (b), (c) and (d) of this Section 4.
-25-
(b) The Trustees, with the approval of the holders of at least two-
thirds of the outstanding Shares, may by unanimous action sell and convey the
assets of the Trust to another trust or corporation organized under the laws
of any state of the United States, which is a diversified open-end management
investment company as defined in the 1940 Act, for an adequate consideration
which may include the assumption of all outstanding obligations, taxes and
other liabilities, accrued or contingent, of the Trust and which may include
shares of beneficial interest or stock of such trust or corporation. Upon
making provision for the payment of all such liabilities, by such assumption
or otherwise, the Trustees shall distribute the remaining proceeds ratably
among the holders of the Shares of the Trust then outstanding.
(c) Subject to a Majority Shareholder Vote, the Trustees may at any time
sell and convert into money all the assets of the Trust. Upon making
provision for the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust, the Trustees shall
distribute the remaining assets of the Trust ratably among the holders of the
outstanding Shares.
(d) Upon completion of the distribution of the remaining proceeds of the
remaining assets as provided in paragraphs (b) and (c), the Trust shall
terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest of all
parties shall be canceled and discharged.
Section 5. Officers of the Trust, Filing of Copies, References,
Headings. The Trust shall maintain a usual place of business in
Massachusetts, which, initially, shall be 31 Milk Street, Boston,
Massachusetts, and shall continue to maintain an office at such address unless
changed by the Trustees to another location in Massachusetts. The Trust may
maintain other officers as the Trustees may from time to time determine. The
original or a copy of this instrument and of each declaration of trust
supplemental hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of each
-26-
supplemental declaration of trust shall be filed by the Trustees with the
Massachusetts Secretary of State and the Boston City Clerk, as well as any
other governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such supplemental declaration of trust has been
made and as to any matters in connection with the Trust hereunder, and with
the same effect as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or in any such
supplemental declaration of trust, references to this instrument, and all
expressions like "herein," "hereof" and "hereunder," shall be deemed to refer
to this instrument as amended or affected by any such supplemental declaration
of trust. Headings are placed herein for convenience of reference only and in
case of any conflict, the text of this instrument, rather than the headings,
shall control. This instrument may be executed in any number of counterparts
each of which shall be deemed an original.
Section 6. Applicable Law. The Trust set forth in this instrument is
created under and is to be governed by and construed and administered
according to the laws of the Commonwealth of Massachusetts. The Trust shall
be of the type commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers which are
ordinarily exercised by such a trust.
Section 7. Amendments. Prior to initial issuance of Shares pursuant to
the second sentence of Section 3 of Article III, a majority of the Trustees
then in office may amend or otherwise supplement this instrument by making a
Declaration of Trust supplemental hereto, which thereafter shall form a part
hereof. Subsequent to such initial issuance of Shares, if authorized by a
majority of the Trustees then in office and by a Majority Shareholder Vote, or
by any larger vote which may be required by applicable law of this Declaration
of Trust in any particular case, the Trustees shall amend or otherwise
supplement this instrument, by making a Declaration of Trust supplemental
hereto, which thereafter shall form a part hereof. Any such supplemental
-27-
Declaration of Trust shall be signed by at least a majority of the Trustees
then in office. Copies of the supplemental Declaration of Trust shall be
filed as specified in Section 5 of this Article XII.
Section 8. The Trust acknowledged thatNational Retired Teachers
Association ("NRTA") and the American Association of Retired Persons ("AARP")
has reserved the right to grant the non-exclusive use of the names "NRTA" and
"AARP" respectively or any derivative thereof to any other investment company,
investment adviser, distributor, or other business enterprise, and to
withdraw from the Trust the use of the said names "NRTA" and "AARP".
IN WITNESS WHEREOF, the undersigned have executed this instrument the day
and year first above written.
/s/ John F. Donahue /s/Richard B. Fisher
John F. Donahue Richard B. Fisher
/s/ J. Joseph Maloney, Jr. /s/ Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar
/s/ Edward E. Smuts /s/ Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly
/s/ Edward L. Flaherty, Jr. /s/ Gregor F. Meyer
Edward L. Flaherty Gregor F. Meyer
/s/ Charles F. Wallander
Charles F. Wallander
-28-
COMMONWEALTH OF PENNSYLVANIA )
:
COUNTY OF ALLEGHENY )
I hereby certify that on February 6, 1980, before me, the subscriber, a
Notary Public of the Commonwealth of Pennsylvania, in for the County of
Allegheny, personally appeared JOHN F. DONAHUE, RICHARD B. FISHER, J. JOSEPH
MALONEY, JR., WESLEY W. POSVAR, EDWARD E. SMUTS, THOMAS J. DONNELLY, CHARLES
F. WALLANDER, GREGOR F. MEYER and EDWARD L. FLAHERTY, JR., who acknowledged
the foregoing Declaration of Trust to be their act.
Witness my hand and notarial seal the day and year last above written
/s/ Loretta Yagesh
Notary Public
[SEAL]
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
(formerly, FEDERATED MONEY MARKET TRUST)
Amendment No. 2
to
DECLARATION OF TRUST
(Dated August 30, 1979)
THIS Amendment to the Declaration of Trust is made this 9th day of May,
1980.
WHEREAS, the Trustees executed a Declaration of Trust among themselves on
August 30, 1979, creating a Massachusetts Business Trust for the investment
and reinvestment of funds contributed thereto; and
WHEREAS, pursuant to Section 7 of Article XII of the Declaration of
Trust, the Trustees desire to amend the Declaration of Trust; and
NOW, THEREFORE, the Trustees hereby amend the Declaration of Trust as
follows:
1. By striking Section 8 of Article XII from the Declaration of Trust
and substituting in its place the following:
Section 8. The Trust acknowledges that National Retired Teachers
Association ("NRTA") and the American Association of Retired Persons
("AARP") have reserved the right to grant the non-exclusive use of the
names "NRTA" and "AARP" respectively or any derivative thereof to any
other investment company, investment adviser or distributor. In
addition, the NRTA and AARP reserve the right to grant the non-exclusive
use of the names NRTA and AARP, respectively, to any other business or
other enterprise. Institutional Research Corp. has reserved the right to
withdraw from the Trust the use of the said names NRTA and AARP and will
withdraw such names if NRTA/AARP withdraw the right of Institutional
Research Corp. to the use of such name.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees,
have executed this Amendment to the Declaration of Trust this 9th day of May,
1980.
/s/ John F. Donahue /s/Richard B. Fisher
John F. Donahue Richard B. Fisher
/s/ J. Joseph Maloney, Jr. /s/ Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar
/s/ Edward E. Smuts /s/ Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly
/s/ Edward L. Flaherty, Jr. /s/ Gregor F. Meyer
Edward L. Flaherty Gregor F. Meyer
/s/ Charles F. Wallander
AARP U.S. GOVERNMENT MONEY MARKET TRUST
(formerly, NRTA-AAPR U.S. Government Money Market Trust)
Amendment No. 3
to
DECLARATION OF TRUST
Dated August 30, 1979
THIS Amendment to the Declaration of Trust is made this 29th day of July,
1982, by John F. Donahue, Thomas J. Donnelly, Richard B. Fisher, Edward L.
Flaherty, Jr., Edward C. Gonzales, J. Joseph Maloney, Jr., Gregor F. Meyer,
Wesley W. Posvar and Edward E. Smuts.
WHEREAS, the Trustees executed a Declaration of Trust among themselves on
August 30, 1979, creating a Massachusetts Business Trust for the investment
and reinvestment of funds contributed thereto; and
WHEREAS, the Trustees amended the Declaration of Trust on February 6,
1980 and May 1980; and
WHEREAS, pursuant to Section 7 of Article XII of the Declaration of
Trust, the Trustees desire to amend the Declaration of Trust; and
WHEREAS, a majority shareholder vote authorized such an amendment on July
29, 1982.
NOW, THEREFORE, the Trustees hereby amend the Declaration of Trust as
follows:
1. By striking Section 1 of Article I from the Declaration of Trust and
substituting in its place the following:
"Section 1. Name. This Trust shall be known as the 'AARP U.S.
Government Money Market Trust'."
2. By striking Section 2(b) of Article I from the Declaration of Trust
and substituting in its place the following:
"Section 2. Definitions. Wherever used herein, unless otherwise
required by the context or specifically provided:
****
"(b) The 'Trust' refers to AARP U.S. Government Money Market
Trust."
IN WITNESS WHEREOF, the undersigned, being all of the Trustees, have
executed this Amendment to the Declaration of Trust the day and year first
above written.
/s/ John F. Donahue /s/ Edward C. Gonzales
John F. Donahue Edward C. Gonzales
/s/ Thomas J. Donnelly /s/ J. Joseph Maloney, Jr.
Thomas J. Donnelly J. Joseph Maloney, Jr.
/s/ Richard B. Fisher /s/ Gregor F. Meyer
Richard B. Fisher Gregor F. Meyer
/s/ Edward L. Flaherty, Jr. /s/ Wesley W. Posvar
Edward L. Flaherty, Jr. Wesley W. Posvar
/s/ Edward E. Smuts
LIBERTY U.S. GOVERNMENT MONEY MARKET TRUST
(formerly AARP U.S. Government Money Market Trust)
Amendment No. 4
to
DECLARATION OF TRUST
Dated April 16, 1985
THIS Amendment to the Declaration of Trust is made this 16th day of
April, 1985, by John F. Donahue, William J. Copeland, James E. Dowd, Edward L.
Flaherty, Jr., Edward C. Gonzales, J. Joseph Maloney, Jr., Gregor F. Meyer,
Wesley W. Posvar, and Marjorie P. Smuts.
WHEREAS, the Trustees executed a Declaration of Trust among themselves on
August 30, 1979, creating a Massachusetts Business Trust for the investment
and reinvestment of funds contributed thereto; and
WHEREAS, the Trustees amended the Declaration of Trust on February 6,
1980, May 9, 1980, and July 29, 1982; and
WHEREAS, pursuant to Section 7 of Article XII of the Declaration of
Trust, the Trustees desire to amend the Declaration of Trust; and
WHEREAS, a majority shareholder vote authorized such an amendment on
April 16, 1985.
NOW, THEREFORE, the Trustees hereby amend the Declaration of Trust as
follows:
1. By striking Section 1 of Article I from the Declaration of Trust and
substituting in its place the following:
"Section 1. Name. This Trust shall be know as the `Liberty
U.S. Government Money Market Trust."
2. By striking Section 2(b) of Article I from the Declaration of Trust
and substituting in its place the following:
"Section 2. Definitions. Wherever used herein, unless
otherwise required by the contexts or specifically provided:
****
"(b) The `Trust' refers to Liberty U.S. Government Money
Market Trust."
3. By eliminating Section 8 of Article XII from the Declaration of
Trust.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees, have
executed this Amendment to the Declaration of Trust the day and year first
above written.
/s/ John F. Donahue /s/ Edward C. Gonzales
John F. Donahue Edward C. Gonzales
/s/ William J. Copeland /s/ J. Joseph Maloney, Jr.
William J. Copeland J. Joseph Maloney
/s/ James E. Dowd /s/ Gregor F. Meyer
James E. Dowd Gregor F. Meyer
/s/ Edward L. Flaherty /s/ Wesley W. Posvar
Edward L. Flaherty Wesley W. Posvar
/s/ Marjorie P. Smuts
FEDERATED MONEY MARKET TRUST
OUTLINE OF BY-LAWS
Page
Article I Officers and Their Election.................. 1
1. Officers ................................. 1
2. Election of Officers ..................... 1
3. Resignations and Removals and Vacancies .. 1
Article II Powers and Duties of Trustees and Officers 1
1. Trustees ................................. 1
2. Chairman of Trustees ..................... 1
3. President ................................ 1
4. Vice President ........................... 2
5. Secretary ................................ 2
6. Treasurer ................................ 2
7. Assistant Vice President ................. 2
8. Assistant Secretaries and Assistant Treasurers 2
9. Salaries ................................. 2
Article III Powers and Duties of Other Committees .... 2
1. Executive and Other Committees ........... 2
2. Vacancies in Executive Committee ......... 3
3. Executive Committee to Report to Trustees 3
4. Procedure of Executive Committee ......... 3
5. Powers of Executive Committee ............ 3
6. Compensation ............................. 3
7. Informal Action by Executive Committee or Other
Committees ............................... 3
Article IV Shareholders' Meetings ................... 3
1. Special Meetings ......................... 4
2. Notices .................................. 4
3. Place of Meetings ....................... 4
4. Action by Consent ........................
5. Proxies ..................................
Article V Trustees Meetings............................ 4
1. Number and Qualifications of Trustees .... 4
2. Special Meetings ......................... 4
Page
Article V Trustees Meetings (Cont'd.).................. 5
3. Regular Meetings ......................... 4
4. Quorum and Vote .......................... 5
5. Notices .................................. 5
6. Place of Meeting ......................... 5
7. Telephonic Meeting ....................... 5
8. Special Action ........................... 5
9. Action by Consent ........................ 5
10. Compensation of Trustees ................. 5
Article VI Shares of Beneficial Interest ............ 6
1. Beneficial Interest ...................... 6
2. Certificates ............................. 6
3. Transfer of Shares ....................... 6
4. Equitable Interest not Recognized ........ 6
5. Lost, Destroyed or Mutilated Certificates 6
6. Transfer Agent and Registrar: Regulations 6
Article VII Inspections of Books .....................
Article VIII Agreements, Checks, Drafts, Endorsements, Etc. 7
1. Agreements, Etc. ......................... 7
2. Checks, Drafts, Etc. ..................... 7
3. Endorsements, Assignments and Transfer of
Securities ............................... 7
4. Evidence of Authority .................... 7
Article IX Seal ..................................... 7
Article X Fiscal Year.................................. 7
Article XI Amendments ............................... 8
Article XII Waivers of Notice ........................ 8
Article XIII Report to Shareholders ................... 8
Article XIV Books and Records ........................ 8
BY-LAWS
of
FEDERATED MONEY MARKET TRUST
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be a Chairman of
the Trustees, a President, one or more Vice Presidents, a Treasurer, a
Secretary and such other officers as the Trustees may from time to time elect.
It shall not be necessary for any Trustee or other officer to be a holder of
shares in the Trust.
Section 2. Election of Officers. The President, Vice President,
Treasurer and Secretary shall be chosen annually by the Trustees. The
Chairman of the Trustees shall be chosen annually by and from the Trustees.
Two or more officers may be held by a single person except the
officer of President and Secretary. The officers shall hold office until
their successors are chosen and qualified.
Section 3. Resignations and Removals and Vacancies. Any officer of the
Trust may resign by filing a written resignation with the Chairman of the
Trustees or with the Trustees or with the Secretary, which shall take effect
on being so filed or at such time as may be therein specified. The Trustees
may remove any officer, with or without cause, by a majority vote of all of
the Trustees. The Trustees may fill any vacancy created in any office whether
by resignation, removal or otherwise.
ARTICLE II
POWER AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The Chairman shall be
the chief executive officer of the Trust. He shall have general supervision
over the business of the Trust and policies of the Trust. He shall employ and
define the duties of all employees of the Trust, shall have power to discharge
any such employees, shall exercise general supervision over the affairs of the
Trust and shall perform such other duties as may be assigned to him from time
to time by the Trustees. he shall preside at the meetings of shareholders and
Trustees. The Chairman shall appoint a Trustee to preside at such meetings in
his absence, with the approval of the Trustees.
Section 3. President. The President, in the absence of the Chairman,
shall perform all duties and may exercise any of the powers of the Chairman
subject to the control of the other Trustees. He shall counsel and advise the
Chairman on matters of major importance and shall perform such other duties as
may be assigned to him from time to time by the Trustees, the Chairman or the
Executive Committee.
Section 4. Vice President. The Vice President (or if 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 Trustees. Each Vice President shall perform such other duties
as may be assigned to him from time to time by the Trustees, the Chairman or
the Executive Committee.
Section 5. Secretary. The Secretary shall keep or cause to be kept in
books provided for the purpose the Minutes of the Meetings of Shareholders and
of the Trustees; 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 Trust and see that the Seal is affixed to
all documents, the execution of which on behalf of the Trust under its Seal is
duly authorized; shall keep directly or through a transfer agent a register of
the post office address of each shareholder, 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 Trustees, Chairman or the
Executive Committee.
Section 6. Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Trust. He shall deliver all funds and
securities of the Trust which may come into his hands to such bank or trust
company as the Trustees shall employ as custodian or sub-custodian in
accordance of Article IX of the Declaration of Trust. The Treasurer shall
perform such duties additional to the foregoing as the Trustees, Chairman or
the Executive Committee may from time to time designate.
Section 7. Assistant Vice President. The Assistant Vice or Vice
Presidents of the Trust shall have such authority and perform such duties as
may be assigned to them by the Trustees, the Executive Committee or the
Chairman.
Section 8. 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 such further powers and perform
such other duties as may be assigned to them respectively by the Trustees or
the Executive Committee of the Chairman.
Section 9. Salaries. The salaries of the Officers shall be fixed from
time to time by the Trustees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than two
members, which number shall include the Chairman of the Trustees, who shall,
ex officio, be a member thereof. The executive committee shall be elected by
a resolution passed by a vote of at least a majority of the Trustees then in
office. The Trustees may also elect from their own number other committees
from time to time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the Trustees.
Section 2 Vacancies in Executive Committee. Vacancies occurring in the
Executive Committee from any cause shall be filled by the Trustees by a
resolution passed by the vote of at least a majority of the Trustees then in
office.
Section 3. Executive Committee to Report to Trustees. All action by the
Executive Committee from any cause shall be reported to the Trustees at their
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 of
with any directions of the Trustees. It shall meet at such times and places
and upon such notice as shall be provided by such rules or by resolution of
the Trustees. 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 the Executive Committee. During the intervals
between Meetings of the Trustees, the Executive Committee, except as limited
by the By-Laws of the Trust or by specific directions of the Trustees, shall
possess and may exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the Trust in such a
manner as the Executive Committee shall deem for the best interests of the
Trust, and shall have power to authorize the Seal of the Trust to be affixed
to all instruments and documents requiring same. Notwithstanding the
foregoing, the Executive Committee shall not have the power to elect Trustees,
increase or decrease the number of Trustees, elect or remove any Officer,
declare dividends, issue shares or recommend to shareholders any action
requiring shareholder approval.
Section 6. 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 Trustees.
Section 7. Informal Action by Executive Committee or Other Committee.
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 a consent in writing setting forth such action is signed by all members of
such committee and such consent is filed with the records of the Trust.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the shareholders
shall be called by the Secretary whenever ordered by the Trustees, the
Chairman or requested in writing by the holder or holders of at least one-
tenth of the outstanding shares entitled to vote. If the Secretary, when so
ordered or requested, refuses or neglects for more than two days to call such
special meeting, the Trustees, Chairman or the shareholders so requesting may,
in he name of the Secretary, call the meeting by giving notice thereof in the
manner required when notice is given by the Secretary.
Section 2. Notices. Except as above provided, notices of any special
meetings of the shareholder shall be given by the Secretary by delivering or
mailing, postage prepaid, to each shareholder entitled to vote at said
meeting, a written or printed notification of such meeting, at least fifteen
days before the meeting, to such address as may be registered with the Trust
by the shareholder.
Section 3. Place of Meeting. Meetings of the Shareholders shall be held
at the principal place of business of the Trust in Pittsburgh, Pennsylvania,
or at such place within or without the Commonwealth of Massachusetts as fixed
from time to time by resolution of the Trustees.
Section 4. Action by Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting, if a
consent in writing, setting forth such action, is signed by all the
shareholders entitled to vote on the subject matter thereof, and such consent
if filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote either in person or by proxy. Every proxy shall be in
writing subscribed by the shareholder or his duly authorized attorney and
dated, but need not by sealed, witnessed or acknowledged. All proxies shall
be filed with and verified by the Secretary or an Assistant Secretary of the
Trust or, if the meeting shall so decide, by the Secretary of the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of
Trustees shall be as fixed from time to time by a majority of the Trustees but
shall be no less than three nor more than twenty. The Trustees may from time
to time increase or decrease the number of Trustees 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 Trustee shall not be
affected by any decrease in he number of Trustees made by the Trustees
pursuant to the foregoing authorization.
Section 2. Special Meetings. Special meetings of the Trustees shall be
called by the Secretary at the written request of the Chairman or any Trustee,
and if the Secretary when so requested refuses or fails for more than twenty-
four hours to call such meeting, the Chairman or such Trustee may in the name
of the Secretary call such meeting by giving due notice in the manner required
when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
may from time to time determine, provided that any Trustee who is absent when
such determination is made shall be given notice of the determination.
Section 4. Quorum and Vote. A majority of the Trustees shall constitute
a quorum for the transaction of business. The act of a majority of the
Trustees present at any meeting at which a quorum is present shall be the act
of the Trustees unless a greater proportion is required by the Declaration of
Trust or these By-Laws or applicable law. In the absence of a quorum, a
majority o the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given.
Section 5. Notices. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the Secretary to each Trustee, by
mailing to him, postage prepaid, addressed to him at his address as registered
on the books of the Trust or, if not so registered, at his last known address,
a written or printed notification of such meeting at least four days before
the meeting or by sending to him at least one day before the meeting, by
prepaid telegram, addressed to him at his said registered address, if any, or
if he has no such registered address, at his last known address, notice of
such meeting. Subject to compliance with Section 15(c) of the Investment
Company Act of 1940, notice or waiver of notice need not specify the purpose
of any special meeting.
Section 6. Place of Meeting. Meetings of the Trustees shall be held at
the principal place of business of the Trust in Pittsburgh, Pennsylvania, or
at such place within or without the Commonwealth of Massachusetts as fixed
from time to time by resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any meeting may
adjourn to any other place.
Section 7. Telephonic Meeting. Subject to compliance with Sections
15(c) and 32(a) of the Investment Company Act of 1940, if it is impractical
for the Trustees to meet in person, the Trustees may meet by means of a
telephone conference circuit to which all Trustees are connected or of which
all Trustees shall have waived notice, which meeting shall be deemed to have
been held at a place designated by the Trustees at the meeting.
Section 8. Special Action When all the Trustees shall be present at any
meeting, however called, or whenever held, or shall assent to the holding of
the meeting without notice, or after the meeting shall sign a written asset
thereto on the record of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.
Section 9. Action by Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees
and filed with the records of the Trustees' meetings. Such consent shall be
treated as a vote of the Trustees for all purposes.
Section 10. Compensation of Trustees. The Trustees may receive a stated
salary for their services as Trustees, and by Resolution of Trustees a fixed
fee and expenses of attendance may be allowed for attendance at each Meeting.
Nothing herein contained shall be construed to preclude any Trustee from
serving the Trust in any other capacity, as an officer, agent or other wise,
and receiving compensation therefor.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial interest in the Trust
shall at all times be divided into an unlimited number of shares without par
value. The shares of beneficial interest shall have one vote per share at any
meeting of the shareholders and a fractional vote for each fraction of a
share.
Section 2. Certificates. All certificates for shares 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 Trust. 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 Trust 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 Trust before the
certificate is issued, the certificate may nevertheless be issued by the Trust
with the same effect as if the officer had not ceased to be such officers as
of the day of its issuance. Share certificates shall be in such form not
inconsistent with law or the declaration of Trust or these By-Laws as may be
determined by the Trustees.
Section 3. Transfer of Shares. The shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only be transfer
recorded on the books of the Trust, in person or by attorney.
Section 4. Equitable Interest not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares as the absolute
owner thereof and shall not be bound to recognize any equitable or other claim
or interest in such share or shares on the part of any other person except as
may be otherwise expressly provided by law.
Section 5. Lost, Destroyed or Mutilated Certificates. In case any
certificate for shares is lost, mutilated or destroyed, the Trustees may issue
a new certificate in place thereof upon indemnity to the Trust against loss
and upon such other terms and conditions as the Trustees may deem advisable.
Section 6. Transfer Agent and Registrar: Regulations. The Trustees
shall have power and authority to make all such rules and regulations as they
may deem expedient concerning the issuance, transfer and registration of
certificate for shares and may appoint a Transfer Agent and/or Registrar of
certificates for shares, and may require all such share certificates to bear
the signature of such Transfer Agent and/or Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be open
to the inspection of the shareholders; and no shareholder shall have any right
of inspecting any account or book or document of the Trust except as conferred
by laws or authorized by the Trustees or by resolution of the shareholders.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive Committee may
authorize any Officer or Officers, or Agent or Agents of the Trust to enter
into any Agreement or execute and deliver any instrument in the name of and on
behalf of the Trust, and such authority may be general or confined to specific
instances; and, unless so authorized by the Trustees or by the Executive
Committee or by these By-Laws, no Officer, Agent or Employee shall have any
power or authority to bind the Trust 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, Etc. 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
from time to time be designated by the Trustees or the Executive Committee, or
as may be specified in or pursuant to the agreement between the Trust and the
Bank or Trust Company appointed as custodian, pursuant to the provisions of
the Declaration of Trust.
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 Trust or its nominee or directions for
the transfer of securities belonging to the Trust shall be made by such
Officer of Officers, Employee or Employees, or Agent or Agents as may be
authorized by the Trustees or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the Trust shall
be fully justified in relying on a copy of a resolution the Trustees 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 Trust.
ARTICLE IX
SEAL
The seal of the Trust shall be circular in form, bearing the inscription:
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months ending
on the last day of in each calendar year.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the Trustees.
ARTICLE XII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of any statute of the Commonwealth of Massachusetts, or under the provisions
of the Declaration of Trust or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. A notice
shall be deemed to have been given if telegraphed, cabled, or sent by wireless
when it has been delivered to a representative of any telegraph, cable or
wireless company with instructions that it be telegraphed, cabled or sent by
wireless. Any notice shall be deemed to be given if mailed at the time when
the same shall be deposited in the mail.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.
ARTICLE XIV
BOOKS AND RECORDS
The books and records of the Trust, including the stock ledger or
ledgers, may be kept in or outside the Commonwealth of Massachuestts at such
office or agency of the Trust as may be from time to time determined by the
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
OUTLINE OF BY-LAWS
Page
Article I Officers and Their Election.................. 1
1. Officers ................................. 1
2. Election of Officers ..................... 1
3. Resignations and Removals and Vacancies .. 1
Article II Powers and Duties of Trustees and Officers 1
1. Trustees ................................. 1
2. Chairman of Trustees ..................... 1
3. President ................................ 1
4. Vice President ........................... 2
5. Secretary ................................ 2
6. Treasurer ................................ 2
7. Assistant Vice President ................. 2
8. Assistant Secretaries and Assistant Treasurers 2
9. Salaries ................................. 3
Article III Powers and Duties of Other Committees .... 3
1. Executive and Other Committees ........... 3
2. Vacancies in Executive Committee ......... 3
3. Executive Committee to Report to Trustees 3
4. Procedure of Executive Committee ......... 3
5. Powers of Executive Committee ............ 3
6. Compensation ............................. 3
7. Informal Action by Executive Committee or Other
Committees ............................... 4
Article IV Shareholders' Meetings ................... 4
1. Special Meetings ......................... 4
2. Notices .................................. 4
3. Place of Meetings ....................... 4
4. Action by Consent ........................ 4
5. Proxies .................................. 4
Article V Trustees Meetings............................ 4
1. Number and Qualifications of Trustees .... 4
2. Special Meetings ......................... 5
Page
Article V Trustees Meetings (Cont'd.).................. 5
3. Regular Meetings ......................... 5
4. Quorum and Vote .......................... 5
5. Notices .................................. 5
6. Place of Meeting ......................... 5
7. Telephonic Meeting ....................... 5
8. Special Action ........................... 6
9. Action by Consent ........................ 6
10. Compensation of Trustees ................. 6
Article VI Shares of Beneficial Interest ............ 6
1. Beneficial Interest ...................... 6
2. Certificates ............................. 6
3. Transfer of Shares ....................... 6
4. Equitable Interest not Recognized ........ 6
5. Lost, Destroyed or Mutilated Certificates 7
6. Transfer Agent and Registrar: Regulations 7
Article VII Inspections of Books ..................... 7
Article VIII Agreements, Checks, Drafts, Endorsements, Etc. 7
1. Agreements, Etc. ......................... 7
2. Checks, Drafts, Etc. ..................... 7
3. Endorsements, Assignments and Transfer of
Securities ............................... 7
4. Evidence of Authority .................... 8
Article IX Seal ..................................... 8
Article X Fiscal Year.................................. 8
Article XI Amendments ............................... 8
Article XII Waivers of Notice ........................ 8
Article XIII Report to Shareholders ................... 9
Article XIV Books and Records ........................ 9
BY-LAWS
of
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be a Chairman of
the Trustees, a President, one or more Vice Presidents, a Treasurer, a
Secretary and such other officers as the Trustees may from time to time elect.
It shall not be necessary for any Trustee or other officer to be a holder of
shares in the Trust.
Section 2. Election of Officers. The President, Vice President,
Treasurer and Secretary shall be chosen annually by the Trustees. The Chairman
of the Trustees shall be chosen annually by and from the Trustees.
Two or more officers may be held by a single person except the
officer of President and Secretary. The officers shall hold office until their
successors are chosen and qualified.
Section 3. Resignations and Removals and Vacancies. Any officer of the
Trust may resign by filing a written resignation with the Chairman of the
Trustees or with the Trustees or with the Secretary, which shall take effect on
being so filed or at such time as may be therein specified. The Trustees may
remove any officer, with or without cause, by a majority vote of all of the
Trustees. The Trustees may fill any vacancy created in any office whether by
resignation, removal or otherwise.
ARTICLE II
POWER AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary and desirable
to carry out that responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The Chairman shall be
the chief executive officer of the Trust. He shall have general supervision
over the business of the Trust and policies of the Trust. He shall employ and
define the duties of all employees of the Trust, shall have power to discharge
any such employees, shall exercise general supervision over the affairs of the
Trust and shall perform such other duties as may be assigned to him from time
to time by the Trustees. he shall preside at the meetings of shareholders and
Trustees. The Chairman shall appoint a Trustee to preside at such meetings in
his absence, with the approval of the Trustees.
Section 3. President. The President, in the absence of the Chairman,
shall perform all duties and may exercise any of the powers of the Chairman
subject to the control of the other Trustees. He shall counsel and advise the
Chairman on matters of major importance and shall perform such other duties as
may be assigned to him from time to time by the Trustees, the Chairman or the
Executive Committee.
Section 4. Vice President. The Vice President (or if 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 Trustees. Each Vice President shall perform such other duties as may be
assigned to him from time to time by the Trustees, the Chairman or the
Executive Committee.
Section 5. Secretary. The Secretary shall keep or cause to be kept in
books provided for the purpose the Minutes of the Meetings of Shareholders and
of the Trustees; 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 Trust and see that the Seal is affixed to
all documents, the execution of which on behalf of the Trust under its Seal is
duly authorized; shall keep directly or through a transfer agent a register of
the post office address of each shareholder, 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 Trustees, Chairman or the
Executive Committee.
Section 6. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank or trust company as the
Trustees shall employ as custodian or sub-custodian in accordance of Article IX
of the Declaration of Trust. The Treasurer shall perform such duties
additional to the foregoing as the Trustees, Chairman or the Executive
Committee may from time to time designate.
Section 7. Assistant Vice President. The Assistant Vice or Vice
Presidents of the Trust shall have such authority and perform such duties as
may be assigned to them by the Trustees, the Executive Committee or the
Chairman.
Section 8. 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 such further powers and perform such other
duties as may be assigned to them respectively by the Trustees or the Executive
Committee of the Chairman.
Section 9. Salaries. The salaries of the Officers shall be fixed from
time to time by the Trustees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than two
members, which number shall include the Chairman of the Trustees, who shall, ex
officio, be a member thereof. The executive committee shall be elected by a
resolution passed by a vote of at least a majority of the Trustees then in
office. The Trustees may also elect from their own number other committees
from time to time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the Trustees.
Section 2 Vacancies in Executive Committee. Vacancies occurring in the
Executive Committee from any cause shall be filled by the Trustees by a
resolution passed by the vote of at least a majority of the Trustees then in
office.
Section 3. Executive Committee to Report to Trustees. All action by the
Executive Committee from any cause shall be reported to the Trustees at their
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 of
with any directions of the Trustees. It shall meet at such times and places
and upon such notice as shall be provided by such rules or by resolution of the
Trustees. 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 the Executive Committee. During the intervals
between Meetings of the Trustees, the Executive Committee, except as limited by
the By-Laws of the Trust or by specific directions of the Trustees, shall
possess and may exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the Trust in such a
manner as the Executive Committee shall deem for the best interests of the
Trust, and shall have power to authorize the Seal of the Trust to be affixed to
all instruments and documents requiring same. Notwithstanding the foregoing,
the Executive Committee shall not have the power to elect Trustees, increase or
decrease the number of Trustees, elect or remove any Officer, declare
dividends, issue shares or recommend to shareholders any action requiring
shareholder approval.
Section 6. 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 Trustees.
Section 7. Informal Action by Executive Committee or Other Committee.
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 a consent in writing setting forth such action is signed by all members of
such committee and such consent is filed with the records of the Trust.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the shareholders shall
be called by the Secretary whenever ordered by the Trustees, the Chairman or
requested in writing by the holder or holders of at least one-tenth of the
outstanding shares entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than two days to call such special
meeting, the Trustees, Chairman or the shareholders so requesting may, in he
name of the Secretary, call the meeting by giving notice thereof in the manner
required when notice is given by the Secretary.
Section 2. Notices. Except as above provided, notices of any special
meetings of the shareholder shall be given by the Secretary by delivering or
mailing, postage prepaid, to each shareholder entitled to vote at said meeting,
a written or printed notification of such meeting, at least fifteen days before
the meeting, to such address as may be registered with the Trust by the
shareholder.
Section 3. Place of Meeting. Meetings of the Shareholders shall be held
at the principal place of business of the Trust in Pittsburgh, Pennsylvania, or
at such place within or without the Commonwealth of Massachusetts as fixed from
time to time by resolution of the Trustees.
Section 4. Action by Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting, if a
consent in writing, setting forth such action, is signed by all the
shareholders entitled to vote on the subject matter thereof, and such consent
if filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote either in person or by proxy. Every proxy shall be in
writing subscribed by the shareholder or his duly authorized attorney and
dated, but need not by sealed, witnessed or acknowledged. All proxies shall be
filed with and verified by the Secretary or an Assistant Secretary of the Trust
or, if the meeting shall so decide, by the Secretary of the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of Trustees
shall be as fixed from time to time by a majority of the Trustees but shall be
no less than three nor more than twenty. The Trustees may from time to time
increase or decrease the number of Trustees 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 Trustee shall not be
affected by any decrease in he number of Trustees made by the Trustees pursuant
to the foregoing authorization.
Section 2. Special Meetings. Special meetings of the Trustees shall be
called by the Secretary at the written request of the Chairman or any Trustee,
and if the Secretary when so requested refuses or fails for more than twenty-
four hours to call such meeting, the Chairman or such Trustee may in the name
of the Secretary call such meeting by giving due notice in the manner required
when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
may from time to time determine, provided that any Trustee who is absent when
such determination is made shall be given notice of the determination.
Section 4. Quorum and Vote. A majority of the Trustees shall constitute
a quorum for the transaction of business. The act of a majority of the
Trustees present at any meeting at which a quorum is present shall be the act
of the Trustees unless a greater proportion is required by the Declaration of
Trust or these By-Laws or applicable law. In the absence of a quorum, a
majority o the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of any adjourned meeting need not be given.
Section 5. Notices. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the Secretary to each Trustee, by
mailing to him, postage prepaid, addressed to him at his address as registered
on the books of the Trust or, if not so registered, at his last known address,
a written or printed notification of such meeting at least four days before the
meeting or by sending to him at least one day before the meeting, by prepaid
telegram, addressed to him at his said registered address, if any, or if he has
no such registered address, at his last known address, notice of such meeting.
Subject to compliance with Section 15(c) of the Investment Company Act of 1940,
notice or waiver of notice need not specify the purpose of any special meeting.
Section 6. Place of Meeting. Meetings of the Trustees shall be held at
the principal place of business of the Trust in Pittsburgh, Pennsylvania, or at
such place within or without the Commonwealth of Massachusetts as fixed from
time to time by resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any meeting may adjourn
to any other place.
Section 7. Telephonic Meeting. Subject to compliance with Sections 15(c)
and 32(a) of the Investment Company Act of 1940, if it is impractical for the
Trustees to meet in person, the Trustees may meet by means of a telephone
conference circuit to which all Trustees are connected or of which all Trustees
shall have waived notice, which meeting shall be deemed to have been held at a
place designated by the Trustees at the meeting.
Section 8. Special Action When all the Trustees shall be present at any
meeting, however called, or whenever held, or shall assent to the holding of
the meeting without notice, or after the meeting shall sign a written asset
thereto on the record of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.
Section 9. Action by Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees
and filed with the records of the Trustees' meetings. Such consent shall be
treated as a vote of the Trustees for all purposes.
Section 10. Compensation of Trustees. The Trustees may receive a stated
salary for their services as Trustees, and by Resolution of Trustees a fixed
fee and expenses of attendance may be allowed for attendance at each Meeting.
Nothing herein contained shall be construed to preclude any Trustee from
serving the Trust in any other capacity, as an officer, agent or other wise,
and receiving compensation therefor.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial interest in the Trust
shall at all times be divided into an unlimited number of shares without par
value. The shares of beneficial interest shall have one vote per share at any
meeting of the shareholders and a fractional vote for each fraction of a share.
Section 2. Certificates. All certificates for shares 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 Trust. 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 Trust 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 Trust before the certificate is
issued, the certificate may nevertheless be issued by the Trust with the same
effect as if the officer had not ceased to be such officers as of the day of
its issuance. Share certificates shall be in such form not inconsistent with
law or the declaration of Trust or these By-Laws as may be determined by the
Trustees.
Section 3. Transfer of Shares. The shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only be transfer
recorded on the books of the Trust, in person or by attorney.
Section 4. Equitable Interest not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares as the absolute
owner thereof and shall not be bound to recognize any equitable or other claim
or interest in such share or shares on the part of any other person except as
may be otherwise expressly provided by law.
Section 5. Lost, Destroyed or Mutilated Certificates. In case any
certificate for shares is lost, mutilated or destroyed, the Trustees may issue
a new certificate in place thereof upon indemnity to the Trust against loss and
upon such other terms and conditions as the Trustees may deem advisable.
Section 6. Transfer Agent and Registrar: Regulations. The Trustees
shall have power and authority to make all such rules and regulations as they
may deem expedient concerning the issuance, transfer and registration of
certificate for shares and may appoint a Transfer Agent and/or Registrar of
certificates for shares, and may require all such share certificates to bear
the signature of such Transfer Agent and/or Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to the inspection
of the shareholders; and no shareholder shall have any right of inspecting any
account or book or document of the Trust except as conferred by laws or
authorized by the Trustees or by resolution of the shareholders.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive Committee may
authorize any Officer or Officers, or Agent or Agents of the Trust to enter
into any Agreement or execute and deliver any instrument in the name of and on
behalf of the Trust, and such authority may be general or confined to specific
instances; and, unless so authorized by the Trustees or by the Executive
Committee or by these By-Laws, no Officer, Agent or Employee shall have any
power or authority to bind the Trust 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, Etc. 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
from time to time be designated by the Trustees or the Executive Committee, or
as may be specified in or pursuant to the agreement between the Trust and the
Bank or Trust Company appointed as custodian, pursuant to the provisions of the
Declaration of Trust.
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 Trust or its nominee or directions for
the transfer of securities belonging to the Trust shall be made by such Officer
of Officers, Employee or Employees, or Agent or Agents as may be authorized by
the Trustees or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the Trust shall be
fully justified in relying on a copy of a resolution the Trustees 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 Trust.
ARTICLE IX
SEAL
The seal of the Trust shall be circular in form, bearing the inscription:
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST - 1979
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months ending
on the last day of in each calendar year.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the Trustees.
ARTICLE XII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of any statute of the Commonwealth of Massachusetts, or under the provisions of
the Declaration of Trust or these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto. A notice shall be
deemed to have been given if telegraphed, cabled, or sent by wireless when it
has been delivered to a representative of any telegraph, cable or wireless
company with instructions that it be telegraphed, cabled or sent by wireless.
Any notice shall be deemed to be given if mailed at the time when the same
shall be deposited in the mail.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.
ARTICLE XIV
BOOKS AND RECORDS
The books and records of the Trust, including the stock ledger or ledgers,
may be kept in or outside the Commonwealth of Massachuestts at such office or
agency of the Trust as may be from time to time determined by the Trustees.
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
AMENDMENT TO BY-LAWS
May 9, 1980
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months ending on
the last day of April in each calendar year.
/s/ John F. Donahue /s/Richard B. Fisher
John F. Donahue Richard B. Fisher
/s/ J. Joseph Maloney, Jr. /s/ Wesley W. Posvar
J. Joseph Maloney, Jr. Wesley W. Posvar
/s/ Edward E. Smuts /s/ Thomas J. Donnelly
Edward E. Smuts Thomas J. Donnelly
/s/ Edward L. Flaherty, Jr. /s/ Gregor F. Meyer
Edward L. Flaherty Gregor F. Meyer
/s/ Charles F. Wallander
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
OUTLINE OF AMENDED BY-LAWS AS OF JANUARY 24, 1981
Page
Article I Officers and Their Election.................. 1
1. Officers ................................. 1
2. Election of Officers ..................... 1
3. Resignations and Removals and Vacancies .. 1
Article II Powers and Duties of Trustees and Officers 1
1. Trustees ................................. 1
2. Chairman of Trustees ..................... 1
3. President ................................ 2
4. Vice President ........................... 2
5. Secretary ................................ 2
6. Treasurer ................................ 2
7. Assistant Vice President ................. 2
8. Assistant Secretaries and Assistant Treasurers 3
9. Salaries ................................. 3
Article III Powers and Duties of Other Committees .... 3
1. Executive and Other Committees ........... 3
2. Vacancies in Executive Committee ......... 3
3. Executive Committee to Report to Trustees 3
4. Procedure of Executive Committee ......... 3
5. Powers of Executive Committee ............ 3
6. Compensation ............................. 4
7. Informal Action by Executive Committee or Other
Committees ............................... 4
Article IV Shareholders' Meetings ................... 4
1. Special Meetings ......................... 4
2. Notices .................................. 4
3. Place of Meetings ....................... 4
4. Action by Consent ........................ 4
5. Proxies .................................. 4
Article V Trustees Meetings............................ 5
1. Number and Qualifications of Trustees .... 5
2. Special Meetings ......................... 5
Page
Article V Trustees Meetings (Cont'd.).................. 5
3. Regular Meetings ......................... 5
4. Quorum and Vote .......................... 5
5. Notices .................................. 5
6. Place of Meeting ......................... 5
7. Telephonic Meeting ....................... 6
8. Special Action ........................... 6
9. Action by Consent ........................ 6
10. Compensation of Trustees ................. 6
Article VI Shares of Beneficial Interest ............ 6
1. Beneficial Interest ...................... 6
2. Certificates ............................. 6
3. Transfer of Shares ....................... 7
4. Equitable Interest not Recognized ........ 7
5. Lost, Destroyed or Mutilated Certificates 7
6. Transfer Agent and Registrar: Regulations 7
Article VII Inspections of Books ..................... 7
Article VIII Agreements, Checks, Drafts, Endorsements, Etc. 7
1. Agreements, Etc. ......................... 7
2. Checks, Drafts, Etc. ..................... 8
3. Endorsements, Assignments and Transfer of
Securities ............................... 8
4. Evidence of Authority .................... 8
Article IX Seal ..................................... 8
Article X Fiscal Year.................................. 8
Article XI Amendments ............................... 8
Article XII Waivers of Notice ........................ 8
Article XIII Report to Shareholders ................... 9
Article XIV Books and Records ........................ 9
AMENDED BY-LAWS AS OF JANUARY 24, 1981
of
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be a Chairman of
the Trustees, a President, one or more Vice Presidents, a Treasurer, a
Secretary and such other officers as the Trustees may from time to time elect.
It shall not be necessary for any Trustee or other officer to be a holder of
shares in the Trust.
Section 2. Election of Officers. The President, Vice President,
Treasurer and Secretary shall be chosen annually by the Trustees. The
Chairman of the Trustees shall be chosen annually by and from the Trustees.
Two or more officers may be held by a single person except the
officer of President and Secretary. The officers shall hold office until
their successors are chosen and qualified.
Section 3. Resignations and Removals and Vacancies. Any officer of the
Trust may resign by filing a written resignation with the Chairman of the
Trustees or with the Trustees or with the Secretary, which shall take effect
on being so filed or at such time as may be therein specified. The Trustees
may remove any officer, with or without cause, by a majority vote of all of
the Trustees. The Trustees may fill any vacancy created in any office whether
by resignation, removal or otherwise.
ARTICLE II
POWER AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary and
desirable to carry out that responsibility.
Section 2. Chairman of the Trustees ("Chairman"). The Chairman shall be
the chief executive officer of the Trust. He shall have general supervision
over the business of the Trust and policies of the Trust. He shall employ and
define the duties of all employees of the Trust, shall have power to discharge
any such employees, shall exercise general supervision over the affairs of the
Trust and shall perform such other duties as may be assigned to him from time
to time by the Trustees. he shall preside at the meetings of shareholders and
Trustees. The Chairman shall appoint a Trustee to preside at such meetings in
his absence, with the approval of the Trustees.
Section 3. President. The President, in the absence of the Chairman,
shall perform all duties and may exercise any of the powers of the Chairman
subject to the control of the other Trustees. He shall counsel and advise the
Chairman on matters of major importance and shall perform such other duties as
may be assigned to him from time to time by the Trustees, the Chairman or the
Executive Committee.
Section 4. Vice President. The Vice President (or if 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 Trustees. Each Vice President shall perform such other duties
as may be assigned to him from time to time by the Trustees, the Chairman or
the Executive Committee.
Section 5. Secretary. The Secretary shall keep or cause to be kept in
books provided for the purpose the Minutes of the Meetings of Shareholders and
of the Trustees; 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 Trust and see that the Seal is affixed to
all documents, the execution of which on behalf of the Trust under its Seal is
duly authorized; shall keep directly or through a transfer agent a register of
the post office address of each shareholder, 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 Trustees, Chairman or the
Executive Committee.
Section 6. Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Trust. He shall deliver all funds and
securities of the Trust which may come into his hands to such bank or trust
company as the Trustees shall employ as custodian or sub-custodian in
accordance of Article IX of the Declaration of Trust. The Treasurer shall
perform such duties additional to the foregoing as the Trustees, Chairman or
the Executive Committee may from time to time designate.
Section 7. Assistant Vice President. The Assistant Vice or Vice
Presidents of the Trust shall have such authority and perform such duties as
may be assigned to them by the Trustees, the Executive Committee or the
Chairman.
Section 8. 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 such further powers and perform
such other duties as may be assigned to them respectively by the Trustees or
the Executive Committee of the Chairman.
Section 9. Salaries. The salaries of the Officers shall be fixed from
time to time by the Trustees. No officer shall be prevented from receiving
such salary by reason of the fact that he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than two
members, which number shall include the Chairman of the Trustees, who shall,
ex officio, be a member thereof. The executive committee shall be elected by
a resolution passed by a vote of at least a majority of the Trustees then in
office. The Trustees may also elect from their own number other committees
from time to time, the number composing such committees and the powers
conferred upon the same to be determined by vote of the Trustees.
Section 2 Vacancies in Executive Committee. Vacancies occurring in the
Executive Committee from any cause shall be filled by the Trustees by a
resolution passed by the vote of at least a majority of the Trustees then in
office.
Section 3. Executive Committee to Report to Trustees. All action by the
Executive Committee from any cause shall be reported to the Trustees at their
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 of
with any directions of the Trustees. It shall meet at such times and places
and upon such notice as shall be provided by such rules or by resolution of
the Trustees. 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 the Executive Committee. During the intervals
between Meetings of the Trustees, the Executive Committee, except as limited
by the By-Laws of the Trust or by specific directions of the Trustees, shall
possess and may exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the Trust in such a
manner as the Executive Committee shall deem for the best interests of the
Trust, and shall have power to authorize the Seal of the Trust to be affixed
to all instruments and documents requiring same. Notwithstanding the
foregoing, the Executive Committee shall not have the power to elect Trustees,
increase or decrease the number of Trustees, elect or remove any Officer,
declare dividends, issue shares or recommend to shareholders any action
requiring shareholder approval.
Section 6. 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 Trustees.
Section 7. Informal Action by Executive Committee or Other Committee.
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 a consent in writing setting forth such action is signed by all members of
such committee and such consent is filed with the records of the Trust.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the shareholders
shall be called by the Secretary whenever ordered by the Trustees, the
Chairman or requested in writing by the holder or holders of at least one-
tenth of the outstanding shares entitled to vote. If the Secretary, when so
ordered or requested, refuses or neglects for more than two days to call such
special meeting, the Trustees, Chairman or the shareholders so requesting may,
in he name of the Secretary, call the meeting by giving notice thereof in the
manner required when notice is given by the Secretary.
Section 2. Notices. Except as above provided, notices of any special
meetings of the shareholder shall be given by the Secretary by delivering or
mailing, postage prepaid, to each shareholder entitled to vote at said
meeting, a written or printed notification of such meeting, at least fifteen
days before the meeting, to such address as may be registered with the Trust
by the shareholder.
Section 3. Place of Meeting. Meetings of the Shareholders shall be held
at the principal place of business of the Trust in Pittsburgh, Pennsylvania,
or at such place within or without the Commonwealth of Massachusetts as fixed
from time to time by resolution of the Trustees.
Section 4. Action by Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting, if a
consent in writing, setting forth such action, is signed by all the
shareholders entitled to vote on the subject matter thereof, and such consent
if filed with the records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote either in person or by proxy. Every proxy shall be in
writing subscribed by the shareholder or his duly authorized attorney and
dated, but need not by sealed, witnessed or acknowledged. All proxies shall
be filed with and verified by the Secretary or an Assistant Secretary of the
Trust or, if the meeting shall so decide, by the Secretary of the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The number of
Trustees shall be as fixed from time to time by a majority of the Trustees but
shall be no less than three nor more than twenty. The Trustees may from time
to time increase or decrease the number of Trustees 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 Trustee shall not be
affected by any decrease in he number of Trustees made by the Trustees
pursuant to the foregoing authorization.
Section 2. Special Meetings. Special meetings of the Trustees shall be
called by the Secretary at the written request of the Chairman or any Trustee,
and if the Secretary when so requested refuses or fails for more than twenty-
four hours to call such meeting, the Chairman or such Trustee may in the name
of the Secretary call such meeting by giving due notice in the manner required
when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the Trustees may be
held without call or notice at such places and at such times as the Trustees
may from time to time determine, provided that any Trustee who is absent when
such determination is made shall be given notice of the determination.
Section 4. Quorum and Vote. A majority of the Trustees shall constitute
a quorum for the transaction of business. The act of a majority of the
Trustees present at any meeting at which a quorum is present shall be the act
of the Trustees unless a greater proportion is required by the Declaration of
Trust or these By-Laws or applicable law. In the absence of a quorum, a
majority o the Trustees present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given.
Section 5. Notices. Except as otherwise provided, notice of any special
meeting of the Trustees shall be given by the Secretary to each Trustee, by
mailing to him, postage prepaid, addressed to him at his address as registered
on the books of the Trust or, if not so registered, at his last known address,
a written or printed notification of such meeting at least four days before
the meeting or by sending to him at least one day before the meeting, by
prepaid telegram, addressed to him at his said registered address, if any, or
if he has no such registered address, at his last known address, notice of
such meeting. Subject to compliance with Section 15(c) of the Investment
Company Act of 1940, notice or waiver of notice need not specify the purpose
of any special meeting.
Section 6. Place of Meeting. Meetings of the Trustees shall be held at
the principal place of business of the Trust in Pittsburgh, Pennsylvania, or
at such place within or without the Commonwealth of Massachusetts as fixed
from time to time by resolution of the Trustees, or as the person or persons
requesting said meeting to be called may designate, but any meeting may
adjourn to any other place.
Section 7. Telephonic Meeting. Subject to compliance with Sections
15(c) and 32(a) of the Investment Company Act of 1940, if it is impractical
for the Trustees to meet in person, the Trustees may meet by means of a
telephone conference circuit to which all Trustees are connected or of which
all Trustees shall have waived notice, which meeting shall be deemed to have
been held at a place designated by the Trustees at the meeting.
Section 8. Special Action When all the Trustees shall be present at any
meeting, however called, or whenever held, or shall assent to the holding of
the meeting without notice, or after the meeting shall sign a written asset
thereto on the record of such meeting, the acts of such meeting shall be valid
as if such meeting had been regularly held.
Section 9. Action by Consent. Any action by the Trustees may be taken
without a meeting if a written consent thereto is signed by all the Trustees
and filed with the records of the Trustees' meetings. Such consent shall be
treated as a vote of the Trustees for all purposes.
Section 10. Compensation of Trustees. The Trustees may receive a stated
salary for their services as Trustees, and by Resolution of Trustees a fixed
fee and expenses of attendance may be allowed for attendance at each Meeting.
Nothing herein contained shall be construed to preclude any Trustee from
serving the Trust in any other capacity, as an officer, agent or other wise,
and receiving compensation therefor.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial interest in the Trust
shall at all times be divided into an unlimited number of shares without par
value. The shares of beneficial interest shall have one vote per share at any
meeting of the shareholders and a fractional vote for each fraction of a
share.
Section 2. Certificates. All certificates for shares 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 Trust. 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 Trust 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 Trust before the
certificate is issued, the certificate may nevertheless be issued by the Trust
with the same effect as if the officer had not ceased to be such officers as
of the day of its issuance. Share certificates shall be in such form not
inconsistent with law or the declaration of Trust or these By-Laws as may be
determined by the Trustees.
Section 3. Transfer of Shares. The shares of the Trust shall be
transferable, so as to affect the rights of the Trust, only be transfer
recorded on the books of the Trust, in person or by attorney.
Section 4. Equitable Interest not Recognized. The Trust shall be
entitled to treat the holder of record of any share or shares as the absolute
owner thereof and shall not be bound to recognize any equitable or other claim
or interest in such share or shares on the part of any other person except as
may be otherwise expressly provided by law.
Section 5. Lost, Destroyed or Mutilated Certificates. In case any
certificate for shares is lost, mutilated or destroyed, the Trustees may issue
a new certificate in place thereof upon indemnity to the Trust against loss
and upon such other terms and conditions as the Trustees may deem advisable.
Section 6. Transfer Agent and Registrar: Regulations. The Trustees
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 for shares and may appoint a Transfer Agent and/or Registrar of
certificates for shares, and may require all such share certificates to bear
the signature of such Transfer Agent and/or of such Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and to what
extent, and at what times and places, and under what conditions and
regulations the accounts and books of the Trust or any of them shall be open
to the inspection of the shareholders; and no shareholder shall have any right
of inspecting any account or book or document of the Trust except as conferred
by laws or authorized by the Trustees or by resolution of the shareholders.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the Executive Committee may
authorize any Officer or Officers, or Agent or Agents of the Trust to enter
into any Agreement or execute and deliver any instrument in the name of and on
behalf of the Trust, and such authority may be general or confined to specific
instances; and, unless so authorized by the Trustees or by the Executive
Committee or by these By-Laws, no Officer, Agent or Employee shall have any
power or authority to bind the Trust 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, Etc. 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
from time to time be designated by the Trustees or the Executive Committee, or
as may be specified in or pursuant to the agreement between the Trust and the
Bank or Trust Company appointed as custodian, pursuant to the provisions of
the Declaration of Trust.
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 Trust or its nominee or directions for
the transfer of securities belonging to the Trust shall be made by such
Officer of Officers, Employee or Employees, or Agent or Agents as may be
authorized by the Trustees or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with the Trust shall
be fully justified in relying on a copy of a resolution the Trustees 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 Trust.
ARTICLE IX
SEAL
The seal of the Trust shall be circular in form, bearing the inscription:
NRTA-AARP U.S. GOVERNMENT MONEY MARKET TRUST - 1979
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months ending
on the last day of March in each calendar year.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended by a majority vote of all of the Trustees.
ARTICLE XII
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of any statute of the Commonwealth of Massachusetts, or under the provisions
of the Declaration of Trust or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. A notice
shall be deemed to have been given if telegraphed, cabled, or sent by wireless
when it has been delivered to a representative of any telegraph, cable or
wireless company with instructions that it be telegraphed, cabled or sent by
wireless. Any notice shall be deemed to be given if mailed at the time when
the same shall be deposited in the mail.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust, including financial
statements which shall at least annually be certified by independent public
accountants.
ARTICLE XIV
BOOKS AND RECORDS
The books and records of the Trust, including the stock ledger or
ledgers, may be kept in or outside the Commonwealth of Massachuestts at such
office or agency of the Trust as may be from time to time determined by the
AARP U.S. GOVERNMENT MONEY MARKET TRUST
AMENDMENT TO BY-LAWS
(Effective February 17, 1984)
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 2. Election of Officers. The President, Vice President(s), Treasurer
and Secretary shall be chosen annually by the Trustees. The Chairman of the
Trustees shall be chosen annually by and from the Trustees.
ARTICLE III
POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The Trustees may elect from their
own number an executive committee to consist of not less than two members.
The executive committee shall be elected by a resolution passed by a vote of
at least a majority of the Trustees then in office. The Trustees may also
elect from their own number other committees from time to time, the number
composing such committees and the powers conferred upon the same to be
determined by vote of the Trustees.
Amendment No. 5 to By-Laws
LIBERTY U.S. GOVERNMENT MONEY MARKET TRUST
(formerly AARP U.S Government Money Market Trust)
Effective April 16, 1985
Amendment to By-Laws
LIBERTY U.S. GOVERNMENT MONEY MARKET TRUST
Effective February 2, 1987
ARTICLE II
POWERS AND DUTIES OF THE TRUSTEES AND OFFICERS
Section 2. Chairman of the Trustees ("Chairman"). The Chairman shall be the
chief executive officer of the Trust. He shall have general supervision over
the business of the Trust and policies of the Trust. He shall employ and
define the duties of all employees of the Trust, shall have power to discharge
any such employees, shall exercise general supervision over the affairs of the
Trust and shall perform such other duties as may be assigned to him from time
to time by the Trustees. He shall preside at the meetings of Shareholders and
of the Trustees. The Chairman shall appoint a Trustee or officer to preside
NUMBER SHARES
FEDERATED SHORT-INTERMEDIATE TERM MUNICIPAL BOND TRUST
ACCOUNT NO. ALPHA CODE SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS IS TO CERTIFY that is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF BENEFICIAL INTEREST OF
NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST
hereafter called the Trust, transferable on the books of the Trust
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 provisions of the Declaration of Trust and By-Laws of
the Trust and all amendments thereto, to all of which the holder by
acceptance hereof assents.
This Certificate is not valid unless countersigned by the
Transfer Agent.
IN WITNESS WHEREOF, the Trust has caused this Certificate to be
signed in its name by its proper officers and to be sealed with its
Seal.
Dated:
[SEAL]
TREASURER CHAIRMAN
ALL PERSON DEALING WITH NRTA/AARP U.S. GOVERNMENT MONEY MARKET TRUST, A
MASSACHUSETTS BUSINESS TRUST, LOOK SOLELY TO THE TRUST PROPERTY FOR THE
ENFORCEMENT OF ANY CLAIM AGAINST THE TRUST, AS THE TRUSTEES, OFFICERS, AGENTS
OR SHAREHOLDERS OF THE TRUST ASSUME NO PERSONAL LIABILITY WHATSOEVER FOR
OBLIGATIONS ENTERED INTO ON BEHALF OF THE TRUST.
The following abbreviations, when used in the inscription on the
back of this certificate, shall be construed as thought they were written out
in full according to applicable laws or regulations.
TEN COM -- as tenants in common UNIF GIFT MIN ACT
Custodian
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with the right of under Uniform Gifts to
Minors
survivorship and not as tenants
Act
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 beneficial interest represented by the within Certificate, and do hereby
irrevocably constitute and appoint Attorney
to transfer the said shares on the books of the within named Trust with full
power 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 OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
PLAN
This Plan (the "Plan") is proposed among LIBERTY U.S. GOVERNMENT MONEY
MARKET TRUST (the "Fund"), a Massachusetts business trust, THE STANDARD FIRE
INSURANCE COMPANY (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. Payment made to
Administrators by FSC will be made pursuant to the terms of the
"Administrative Support and Distributor's Contract" and the "Rule 12b-1
Agreement" which is also a related document 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 16th day of April, 1985.
ATTEST: LIBERTY U.S. GOVERNMENT
MONEY MARKET TRUST
/s/ John W. McGonigle By: /s/ J. Christopher Donahue
Secretary President
ATTEST: THE STANDARD FIRE INSURANCE
COMPANY
/s/ Louise L. McCormick By: /s/ John A.
Staley, IV
Secretary Vice President
ATTEST: FEDERATED SECURITIES CORP.
/s/ S. Elliot Cohan By: /s/ Richard B. Fisher
SALES AGREEMENT WITH FEDERATED SECURITIES CORP.
FOR THE LIBERTY FAMILY OF FUNDS
This Agreement is entered into between the financial institution
executing this Agreement ("Financial Institution") and Federated Securities
Corp. ("FSC"), the Distributor of shares of beneficial interest ("Shares") of
the funds that comprise the Liberty Family of Funds (referred to individually
as the "Fund" and collectively as the "Funds"). The parties, intending to be
legally bound, hereby agree as follows:
1. Status of Financial Institution as "Bank" or Registered Broker-Dealer.
The Financial Institution represents and warrants to FSC that:
(a) It is either a "bank" as that term is defined in Section 3(a)(6) of
the Securities Exchange Act of 1934 ("Exchange Act") or a broker-dealer
registered with the Securities and Exchange Commission.
(b) If the Financial Institution is a "bank," it is a duly organized and
validly existing bank in good standing under the laws of the jurisdiction
in which it is organized. The Financial Institution agrees to give
written notice to FSC promptly in the event that it shall cease to be a
"bank" as defined in Section 3(a)(6) of the Exchange Act. In that event,
this Agreement shall be automatically terminated upon such written
notice.
(c) If the Financial Institution is a registered broker-dealer, it is a
member of the NASD and it agrees to abide by all of the rules and
regulations of the NASD including, without limitation, the NASD Rules of
Fair Practice. The Financial Institution agrees to notify FSC
immediately in the event of (1) its expulsion or suspension from the
NASD, or (2) its being found to have violated any applicable federal or
state law, rule or regulation arising out of its activities as a broker-
dealer or in connection with this Agreement, or which may otherwise
affect in any material was its ability to act in accordance with the
terms of this Agreement. The Financial Institution's expulsion from the
NASD will automatically terminate this Agreement immediately without
notice. Suspension of the Financial Institution from the NASD for
violation of any applicable federal or state law, rule or regulation will
terminate this Agreement effective immediately upon FSC's written notice
of termination to the Financial Institution.
2. Financial Institution Acts as Agent for its Customers.
The parties agree that in each transaction in the Shares of any Fund:
(a) the Financial Institution is acting as agent for the customer; (b) each
transaction is initiated solely upon the order of the customer; (c) as between
the Financial Institution and its customer, the customer will have full
beneficial ownership of all Shares of the Funds; (d) each transaction shall be
for the account of the customer and not for the Financial Institution's
account; and (e) each transaction shall be without recourse to the Financial
Institution provided that the Financial Institution acts in accordance with
the terms of this Agreement. The Financial Institution shall not have any
authority in any transaction to act as FSC's agent or as agent for the Funds.
3. Execution of Orders for Purchase and Redemption of Shares.
(a) All orders for the purchase of any Shares shall be executed at the
then current public offering price per share (i.e., the net asset value per
share plus the applicable sales load, if any) and all orders for the
redemption of any shares shall be executed at the net asset value per share,
in each case as described in the prospectus of the Fund. FSC and the Funds
reserve the right to reject any purchase request at their sole discretion.
Unless otherwise mutually agreed in writing, each transaction shall be
confirmed in writing on a fully disclosed basis and, if confirmed by FSC, a
copy of each confirmation shall be sent simultaneously to the Financial
Institution.
(b) The procedures relating to all orders and the handling of them will
be subject to the terms of the prospectus of each Fund and FSC's written
instructions to the Financial Institution from time to time.
(c) Payments for Shares shall be made as specified in the applicable
Fund prospectus. If payment for any purchase order is not received in
accordance with the terms of the applicable Fund prospectus, FSC reserves the
right, without notice, to cancel the sale and to hold the Financial
Institution responsible for any loss sustained as a result thereof.
4. Fees Payable to the Financial Institution from Sales Charges.
(a) On each order accepted by FSC, the Financial Institution will be
entitled to receive from the amount paid by the financial Institution's
customer the applicable percentage of the sales load, if any, as established
by FSC in a written schedule delivered to the Financial Institution pursuant
to this Agreement. This fee shall be payable to the Financial Institution in
exchange for sales and/or administrative services performed on behalf of the
Financial Institution's customers in connection with the initiation of
customer accounts and subsequent purchases of Shares for such customer
accounts. The sales charges for any Fund shall be those set forth in its
prospectus. The portion of the sales load payable to the Financial
Institution may be changed at any time at FSC's sole discretion upon thirty
(30) days' notice in writing to the Financial Institution.
(b) Transactions may be settled by the Financial Institution: (1) by
payment of the full purchase price to FSC less an amount equal to the
Financial Institution's applicable percentage of the sales load, or (2) by
payment of the full purchase price to FSC, in which case FSC shall pay to the
Financial Institution, not less frequently than monthly, the aggregate fees
due it on orders received and settled.
5. Payment of Rule 12b-1 Fees to the Financial Institution.
Subject to and in accordance with the terms of each Fund prospectus and
the Rule 12b-1 Plan, if any, adopted by resolution of the Board of Directors
or Trustees and the shareholders of any Fund pursuant to SEC Rule 12b-1 under
the Investment Company Act of 1940, FSC may pay fees for sales and/or
administrative support services to certain financial institutions (such as
banks and securities dealers). The Financial Institution agrees to serve as
an Administrator, in accordance with the terms of the form of Administrative
Agreement attached as Appendix A, for all of its customers who purchase Shares
of any Funds whose prospectuses provide for the use of Administrators. By
executing this Agreement, each of the parties agrees to be bound by the form
of Administrative Agreement attached as Appendix A and further agrees that
such form of Administrative Agreement supersedes any prior service agreements
for the Funds between them.
6. Delivery of Prospectuses to Customers.
The Financial Institution will deliver or cause to be delivered to each
customer, at or prior to the time of any purchase of Shares, a copy of the
prospectus of the Fund. The Financial Institution shall not make any
representations concerning any Shares other than those contained in the
prospectus of the Fund or in any promotional materials or sales literature
furnished to the Financial Institution by FSC or the Fund.
7. Indemnification.
(a) The Financial Institution shall indemnify and hold harmless FSC,
each Fund, the transfer agents of the Funds, and their respective affiliates,
officers, directors, agents and employees from all direct or indirect
liabilities, losses or costs (including attorneys fees) arising from, related
to or otherwise connected with:
(1) any breach by the Financial Institution of any provision of this
Agreement; or
(2) any actions or omissions of FSC, any Fund, the transfer agents of
the Funds; and their subsidiaries, affiliates, officers, directors,
agents and employees in reliance upon any oral or written
instructions believed to be genuine and to have been given by or on
behalf of the Financial Institution.
(b) FSC shall indemnify and hold harmless the Financial Institution and
its affiliates, officers, directors, agents and employees from and against any
and all direct or indirect liabilities, losses or costs (including attorneys
fees) arising from, related to or otherwise connected with:
(1) any breach by FSC of any provision of this Agreement; or
(2) any alleged untrue statement of a material fact contained in any
Fund's Registration Statement or Prospectus, or as a result of or
based upon any alleged omission to state a material fact required to
be stated, or necessary to make the statements not misleading.
(c) The agreement of the parties in this Paragraph to indemnify each
other is conditioned upon the party entitled to indemnification (Indemnified
Party) giving notice to the party required to provide indemnification
(Indemnifying Party) promptly after the summons or other first legal process
for any claim as to which indemnity may be sought is served on the Indemnified
party. The Indemnified Party shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting from it, provided
that counsel for the Indemnifying Party who shall conduct the defense of such
claim or litigation shall be approved by the Indemnified (which approval shall
not unreasonably be withheld), and that the Indemnified Party may participate
in such defense at its expense. The failure of the Indemnifying Party from
any liability other than its indemnity obligation under this Paragraph No.
Indemnifying Party, in the defense of any such claim or litigation, shall,
without the consent of the Indemnifying Party, consent to entry of any
judgment or enter into any settlement that does not include as an
unconditional term the giving by the claimant or plaintiff to the Indemnifying
Party of a release from all liability in respect to such claim or litigation.
(d) The provisions of this Paragraph 7 shall survive the termination of
this Agreement.
8. Customer Names Proprietary to the Financial Institution.
(a) The names of the Financial Institution's customers are and shall
remain the Financial Institution's sole property and shall not be used by FSC
or its affiliates for any purpose except the performance of its duties and
responsibilities under this Agreement and except for servicing and
informational mailings relating the Funds. Notwithstanding the foregoing,
this Paragraph 8 shall not prohibit FSC or any of its affiliates from
utilizing the names of the Financial Institution's customers for any purpose
if the names are obtained in any manner of other than from the Financial
Institution pursuant to this Agreement.
(b) Neither party shall use the name of the other party in any manner
without the other party's written consent, except as required by any
applicable federal or state law, rule or regulation, and except pursuant to
any mutually agreed upon promotional programs.
(c) The provisions of this Paragraph 8 shall survive the termination of
this Agreement.
9. Certification of Customers' Taxpayer Identification Numbers.
The Financial Institution agrees to obtain any taxpayer identification
number certification from its customers required under Section 3406 of the
Internal Revenue Code, and any applicable Treasury regulations, and to provide
FSC or its designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
10. Notices.
Except as otherwise specifically provided in this Agreement, all notices
required or permitted to be given pursuant to this Agreement shall be given in
writing and delivered by personal delivery or by postage prepaid, registered
or certified United States first class mail, return receipt requested, or by
telex, telegram or similar means of same day delivery (with a confirming copy
by mail as provided herein). Unless otherwise notified in writing, all
notices to FSC shall be given or sent to FSC at its offices located at
Federated Investors Tower, Pittsburgh, PA 15222-3779, and all notices to the
Financial Institution shall be given or sent to it at its address shown below.
11. Termination and Amendment.
(a) This Agreement shall become effective only when accepted and signed
by FSC, and may be terminated at any time by either party upon fifteen (15)
days' prior notice to the other party.
(b) This Agreement may be amended by FSC from time to time by the
following procedure. FSC will mail a copy of the amendment to the Financial
Institution's address, as shown below. If the Financial Institution does not
object to the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The Financial Institution's
objection must be in writing and be received by FSC within such thirty (30)
days.
12. Governing Law.
This Agreement shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
13. Disclaimer of Liability for Funds which are Massachusetts Business
Trusts.
As indicated in the Fund's prospectuses, the Financial Institution is
expressly put on notice that certain of the Funds are Massachusetts Business
Trusts. All persons dealing with these Funds must look solely to the Fund for
the enforcement of any claim against the Funds, as the Trustees, officers,
agents or shareholders of these Funds assume no personal liability whatsoever
for obligations entered into on behalf of the Funds.
Bank or Registered broker Dealer
-- --
(Check One)
Financial Institution Name
(Please Print or Type)
Address
Date: By:
Authorized Signature
Accepted:
FEDERATED SECURITIES CORP.
By: /s/ Richard B. Fisher
Richard B. Fisher, President
Appendix A
ADMINISTRATIVE AGREEMENT
This Agreement is made between ("Administrator") and FEDERATED
SECURITIES CORP. ("FSC"), the Distributor of shares of beneficial interest
("Shares") of the Liberty Family of Funds (the "Funds" or individually the
"Fund"). In consideration of the mutual convenants hereinafter contained, it
is hereby agreed by and between the parties hereto as follows:
1. If the Administrator is a bank, FSC hereby appoints Administrator to
render or cause to be rendered administrative support services to the Funds
and their shareholders. If the Administrator is a registered broker-dealer,
FSC hereby appoints Administrator to render or cause to be rendered sales
and administrative support services to the Funds and their shareholders.
2. The Administrative support services to be provided under paragraph 1
may include, but are not limited to, the following:
a) communicating account openings through computer terminals located on
the Administrator's premises ("computer terminal") or through a
toll-free telephone number;
b) communicating account closing via the computer terminals or through
a toll-free telephone number;
c) entering purchase transactions through the computer terminals
through a toll-free telephone number;
d) entering redemption transactions through the computer terminals or
through a toll-free telephone number;
e) providing or arranging to provide recordkeeping support for all
transactions;
f) electronically transferring and receiving funds for Fund Share
purchases and redemptions, and confirming and reconciling all such
transactions;
g) reviewing the activity in Fund accounts;
h) providing training and supervision of its personnel;
i) maintaining and distributing current copies of prospectuses and
shareholder reports;
j) posting and reinvesting dividends to Fund accounts;
k) advertising the availability of its services and products;
l) providing assistance and review in designing materials to send to
customers and potential customers and developing methods of making
such materials accessible to customers and potential customers; and
m) responding to customers' and potential customers' questions about
the Funds.
3. During the term of this Agreement, FSC will pay Administrator a
quarterly fee in respect of each Fund. This fee will be computed at the
annual rate of .25 of 1% of the average net asset value of Shares added to
shareholder accounts subsequent to the execution of this Agreement and held
during the quarter in accounts for which the Administrator provides services
under this Agreement, so long as the average net asset value of these Shares
in the Fund during the quarter is $1,000,000 or more. For the quarter in
which this Agreement becomes effective or terminates, there shall be an
appropriate proportion of the fee on the basis of the number of days that the
Administrative Agreement is in effect during the quarter.
4. The Administrator will not perform or provide any duties which would
cause it to become a fiduciary under Section 4975 of the Internal Revenue
Code, as amended. For purposes of that Section, the Administrator understands
that any person who exercises any discretionary authority or discretionary
control with respect to any individual retirement account or its assets, or
who renders investment advice for a fee, or has any authority or
responsibility to do so, or has any discretionary authority or discretionary
responsibility in the administration of such an account, is a fiduciary.
5. Administrator understands that the Department of Labor views ERISA as
prohibiting fiduciaries of discretionary ERISA assets from receiving
administrative service fees or other compensation from funds in which the
fiduciary's discretionary ERISA assets are invested. To date, the Department
of Labor has not issued any exemptive order or advisory opinion that would
exempt fiduciaries from this interpretation. Without specific authorization
from the Department of Labor, fiduciaries should carefully avoid investing
discretionary ERISA assets in any fund pursuant to an arrangement where the
fiduciary is to be compensated by the fund for such investment. Receipt of
such compensation could violate ERISA provisions against fiduciary self-
dealing and conflict of interest and could subject the fiduciary to
substantial penalties.
6. The Administrator agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of any or all of the Funds in opposition to proxies solicited by
management of the Fund or Funds, unless a court of competent jurisdiction
shall have determined that the conduct of a majority of the Board of Directors
or Trustees of the Fund or Funds constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard of their duties. This paragraph 6 will
survive the term of this Agreement.
7. The Administrator shall prepare such quarterly reports for FSC as
shall reasonably be requested by FSC.
8. With respect to each Fund, this Agreement shall continue in effect
for one year if the form of this Agreement is approved at least annually by
the Directors or Trustees of the Fund including a majority of the members of
the Board of Directors or Trustees of the Fund who are not interested persons
of the Fund and have no direct or indirect financial interest in the operation
of the Fund's Rule 12b-1 Plan ("Plan") or in any related documents to the Plan
("Disinterested Directors or Trustees") cast in person at a meeting for that
purpose.
9. Notwithstanding paragraph 8, this Agreement may be terminated as
follows:
a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Directors or Trustees of the Fund or by
a vote of a majority of the outstanding voting securities of the Fund
on not more than sixty (60) days' written notice to the parties to
this Agreement.
b) automatically in the event of the Agreement's assignment as defined in
the Investment Company Act of 1940 or upon the termination of the
"Administrative Support and Distributor's Contract" or "Distributor's
Contract" between the Fund and FSC; and
c) by either party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to
terminate.
10. The termination of this Agreement with respect to any one Fund will
not cause the Agreement's termination with respect to any other Fund.
11. This Agreement shall be construed in accordance with the Laws of the
<TABLE>
<CAPTION>
SCHEDULE FOR COMPUTATION OF YIELD QUOTATION
This example illustrates the yield quotation for the seven-day period ended June 30, 1988:
<S> <C>
Value of a hypothetical pre-existing account with
one share at the beginning of the base period $1.000000000
Value of same account (excluding capital changes) at end
of the seven-day base period* 1.001234191
Net change in account value $0.001234191
Base Period Return:
Net change in account value dividend by the beginning
account value ($0.001234191 + $1.000000000) = .001234191
Annualized Cuurent Net Yield [0.001234191 x (365/7)] 6.44%
Compound Effective Yield**[(0.001234191 - 1 365/7 +1] 6.64%
</TABLE>
- ---------------
*This value includes the value of additional shares purchased with dividends
from the original shares, and dividends on both the original share and any
such additional shares.
**This value may change to include shares purchased with dividends reinvested
