1933 Act File No. 2-66437
1940 Act File No. 811-2993
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. 31 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 24 X
EDWARD D. JONES & CO. DAILY PASSPORT CASH 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:
immediately upon filing pursuant to paragraph (b)
X on April 30, 1995, 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 April 13, 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 EDWARD D. JONES &
CO. DAILY PASSPORT CASH TRUST 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.
Item 2. Synopsis Summary of Trust Expenses.
Item 3. Condensed Financial
Information Financial Highlights; Performance
Information.
Item 4. General Description of
Registrant General Information; Liberty
Investment Program; Investment
Information; Investment Objective;
Investment Policies; Investment
Risks; Investment Limitations;
Regulatory Compliance.
Item 5. Management of the Trust Trust Information; Management of the
Trust; Distribution of Trust Shares;
Administration of the Trust.
Item 6. Capital Stock and Other
Securities Dividends; Capital Gains;
Shareholder Information; Voting
Rights; Massachusetts Partnership
Law; Tax Information; Federal Income
Tax; State and Local Taxes.
Item 7. Purchase of Securities Being
Offered Investing in the Trust; Share
Purchases; Full Service Account;
Minimum Investment Required; What
Shares Cost; Receipt of Orders;
Certificates and Confirmations;
Retirement Plans; Exchange
Privilege; Requirements for
Exchange; Tax Consequences; Making
an Exchange; Net Asset Value.
Item 8. Redemption or Repurchase Redeeming Shares; Redeeming by
Check; VISA Account; Written
Requests; Accounts With Low
Balances.
Item 9. 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 Registrant Edward D. Jones & Co. Daily Passport
Cash Trust Management; Trustees
Compensation
Item 15. Control Persons and Principal
Holders of Securities Trust Ownership.
Item 16. Investment Advisory and Other
Services Investment Advisory Services;
Administrative Services; Shareholder
Services Plan.
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 Not applicable.
Item 22. Calculations of Performance
Data Yield; Effective Yield; Performance
Comparisons.
Item 23. Financial Statements (Filed in Part A).
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
PROSPECTUS
"A PASSPORT TO CASH MANAGEMENT"
The shares of Edward D. Jones & Co. Daily Passport Cash Trust (the "Trust")
offered by this prospectus represent interests in a no-load, open-end,
diversified management investment company (a mutual fund) investing in money
market instruments to achieve stability of principal and current income
consistent with stability of principal.
AN INVESTMENT IN THE TRUST IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT. THE TRUST ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00
PER SHARE; THERE CAN BE NO ASSURANCE THAT THE TRUST WILL BE ABLE TO DO SO.
THE SHARES OFFERED BY THIS PROSPECTUS ARE NOT DEPOSITS OR OBLIGATIONS OF ANY
BANK, ARE NOT ENDORSED OR GUARANTEED BY ANY BANK, AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER
GOVERNMENT AGENCY.
This prospectus contains the information you should read and know before you
invest in the Trust. Keep this prospectus for future reference.
The Trust has also filed a Statement of Additional Information dated April 30,
1995, with the Securities and Exchange Commission. The information contained in
the Statement of Additional Information is incorporated by reference into this
prospectus. You may request a copy of the Statement of Additional Information
free of charge by calling 1-800-441-2357. To obtain other information or to
make inquiries about the Trust, contact the Trust at the address listed in the
back of this prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Prospectus dated April 30, 1995
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
SUMMARY OF TRUST EXPENSES 1
- -------------------------------------
FINANCIAL HIGHLIGHTS 2
- -------------------------------------
GENERAL INFORMATION 3
- -------------------------------------
LIBERTY INVESTMENT PROGRAM 3
- -------------------------------------
INVESTMENT INFORMATION 4
- -------------------------------------
Investment Objective 4
Investment Policies 4
Investment Risks 7
Investment Limitations 7
Regulatory Compliance 7
NET ASSET VALUE 7
- -------------------------------------
INVESTING IN THE TRUST 8
- -------------------------------------
Share Purchases 8
Full Service Account 8
Minimum Investment Required 8
What Shares Cost 8
Receipt of Orders 9
Certificates and Confirmations 9
Dividends 9
Capital Gains 9
Retirement Plans 9
EXCHANGE PRIVILEGE 9
- -------------------------------------
Requirements for Exchange 9
Tax Consequences 10
Making an Exchange 10
REDEEMING SHARES 10
- -------------------------------------
Redeeming by Check 11
VISA Account 11
Written Requests 11
Accounts with Low Balances 12
TRUST INFORMATION 12
- -------------------------------------
Management of the Trust 12
Distribution of Trust Shares 13
Administration of the Trust 13
SHAREHOLDER INFORMATION 14
- -------------------------------------
Voting Rights 14
Massachusetts Partnership Law 14
TAX INFORMATION 15
- -------------------------------------
Federal Income Tax 15
State and Local Taxes 15
PERFORMANCE INFORMATION 15
- -------------------------------------
FINANCIAL STATEMENTS 16
- -------------------------------------
REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS 24
- -------------------------------------
ADDRESSES 25
- -------------------------------------
SUMMARY OF TRUST EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)...................................... None
Maximum Sales Load Imposed on Reinvested Dividends
(as a percentage of offering price)...................................... None
Contingent Deferred Sales Charge (as a percentage of original
purchase price or redemption proceeds, as applicable).................... None
Redemption Fee (as a percentage of amount redeemed, if applicable)........ None
Exchange Fee.............................................................. None
ANNUAL TRUST OPERATING EXPENSES
(As a percentage of average net assets)
Management Fee............................................................ 0.46%
12b-1 Fee................................................................. None
Total Other Expenses...................................................... 0.52%
Shareholder Services Fee.......................................... 0.25%
Total Trust Operating Expenses........................................ 0.98%
</TABLE>
The purpose of this table is to assist an investor in understanding the
various costs and expenses that a shareholder of the Trust will bear, either
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "Trust Information." Wire-transferred redemptions of less than
$5,000 may be subject to additional fees.
<TABLE>
<CAPTION>
EXAMPLE 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a
$1,000 investment assuming (1) 5% annual return
and (2) redemption at the end of each time
period......................................... $10 $31 $54 $119
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Report of Ernst & Young LLP, Independent Auditors, on
page 24.
<TABLE>
<CAPTION>
YEAR ENDED FEBRUARY 28 OR 29,
-------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- ---------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF
PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- ----------------
INCOME FROM
INVESTMENT
OPERATIONS
- ----------------
Net investment
income 0.04 0.02 0.03 0.05 0.07 0.08 0.07 0.06 0.06 0.07
- ----------------
LESS
DISTRIBUTIONS
- ----------------
Distributions
from net
investment
income (0.04) (0.02) (0.03) (0.05) (0.07) (0.08) (0.07) (0.06) (0.06) (0.07)
- ---------------- ------ ----- ----- ----- ------ ------ ------ ------ ------ ------
NET ASSET VALUE,
END OF PERIOD $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
- ---------------- ------ ----- ----- ----- ------ ------ ------ ------ ------ ------
TOTAL RETURN(A) 3.78% 2.33% 2.82% 4.98% 7.39% 8.63% 7.24% 6.15% 5.79% 7.43%
- ----------------
RATIOS TO
AVERAGE NET
ASSETS
- ----------------
Expenses 0.98% 0.95% 0.95% 0.87% 0.83% 0.88% 1.01% 1.03% 1.03% 1.03%
- ----------------
Net investment
income 3.74% 2.31% 2.79% 4.89% 7.13% 8.23% 7.14% 6.00% 5.63% 7.17%
- ----------------
SUPPLEMENTAL
DATA
- ----------------
<CAPTION>
Net assets,
end of period
(000 omitted)
- ---------------- $2,464,260 $2,171,225 $2,223,226 $2,469,295 $2,631,671 $2,235,991 $1,279,762 $744,107 $656,730 $645,553
</TABLE>
(a) Based on net asset value, which does not reflect the sales load or
contingent deferred sales charge, if applicable.
(See Notes which are an integral part of the Financial Statements)
GENERAL INFORMATION
- --------------------------------------------------------------------------------
The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated January 9, 1980. The Trust is designed for individual, joint,
custodial, trust, fiduciary, corporate, partnership, association, or
proprietorship accounts as a convenient means of accumulating an interest in a
professionally managed, diversified portfolio limited to money market
instruments maturing in one year or less. A minimum initial investment of
$1,000 is required.
The Trust attempts to stabilize the value of a share at $1.00. Trust shares are
currently sold and redeemed at that price.
LIBERTY INVESTMENT PROGRAM
- --------------------------------------------------------------------------------
This Trust is one of a group of mutual funds, collectively known as the Liberty
Investment Program. The other funds in the Liberty Investment Program are:
. American Leaders Fund, Inc.--providing growth of capital and income
through high-quality stocks;
. Capital Growth Fund--providing appreciation of capital primarily through
equity securities;
. Fund for U.S. Government Securities, Inc.--providing current income
through long-term U.S. government securities;
. International Equity Fund--providing long-term capital growth and income
through international securities;
. International Income Fund--providing a high level of current income
consistent with prudent investment risk through high-quality debt
securities denominated primarily in foreign currencies;
. Liberty Equity Income Fund, Inc.--providing above-average income and
capital appreciation through income-producing equity securities;
. Liberty High Income Bond Fund, Inc.--providing high current income
through high-yielding, lower-rated, corporate bonds;
. Liberty Municipal Securities Fund, Inc.--providing a high level of
current income exempt from federal income tax through municipal bonds;
. Liberty Utility Fund, Inc.--providing current income and long-term growth
of income, primarily through electric, gas and communication utilities;
. Limited Term Fund--providing a high level of current income consistent
with minimum fluctuation in principal through investment grade securities;
Limited Term Municipal Fund--providing a high level of current income
exempt from federal regular income tax consistent with the preservation of
principal, primarily limited to municipal securities;
Michigan Intermediate Municipal Trust--providing current income exempt
from federal regular income tax and the personal income taxes imposed by
the state of Michigan and Michigan municipalities, primarily through
Michigan municipal securities;
.Pennsylvania Municipal Income Fund--providing current income exempt from
federal regular income tax and the personal income taxes imposed by the
Commonwealth of Pennsylvania, primarily through Pennsylvania municipal
securities;
. Strategic Income Fund--providing high current income through investing in
domestic corporate debt obligations, U.S. government securities, and
foreign government and corporate debt obligations;
. Tax-Free Instruments Trust--providing current income consistent with
stability of principal and exempt from federal income tax, through high-
quality, short-term municipal securities; and
. World Utility Fund--providing total return by investing primarily in
securities issued by domestic and foreign companies in the utilities
industry.
Each of the funds may also invest in certain other types of securities as
described in each fund's prospectus.
The Liberty Investment Program provides flexibility and diversification for an
investor's long-term investment planning. It enables an investor to meet the
challenges of changing market conditions by offering convenient exchange
privileges which give access to various investment vehicles and by providing
the investment services of a proven, professional investment adviser.
INVESTMENT INFORMATION
- -------------------------------------------------------------------------------
INVESTMENT OBJECTIVE
The investment objective of the Trust is stability of principal and current
income consistent with stability of principal. The Trust pursues this
investment objective by investing in a portfolio of money market instruments
maturing in one year or less. The average maturity of money market instruments
in the Trust's portfolio, computed on a dollar-weighted basis, will be 120
days or less, but the Trust intends to compute on a dollar-weighted basis of
90 days. While there is no assurance that the Trust will achieve its
investment objective, it endeavors to do so by following the investment
policies described in this prospectus. The investment objective and the
policies and limitations described below cannot be changed without approval of
shareholders.
INVESTMENT POLICIES
ACCEPTABLE INVESTMENTS. The Trust invests in high quality money market
instruments that are either rated in the highest short-term rating category by
one or more nationally recognized statistical rating organizations ("NRSROs")
or of comparable quality to securities having such ratings. Examples of these
instruments include, but are not limited to:
. domestic issues of corporate debt obligations, including variable rate
demand notes;
. commercial paper (including Canadian Commercial Paper and Europaper);
. certificates of deposit, demand and time deposits, bankers' acceptances
and other instruments of domestic and foreign banks and other deposit
institutions ("Bank Instruments");
. short-term credit facilities, such as demand notes;
. asset-backed securities;
. obligations issued or guaranteed as to payment of principal and interest
by the U.S. government or one of its agencies or instrumentalities
("Government Securities"); and
. other money market instruments.
The Trust invests only in instruments denominated and payable in U.S. dollars.
VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term
corporate debt instruments that have variable or floating interest rates
and provide the Trust with the right totender the security for repurchase
at its stated principal amount plus accrued interest. Suchsecurities
typically bear interest at a rate that is intended to cause the securities
to trade at par. The interest rate may float or be adjusted at regular
intervals (ranging from daily to annually), and is normally based on a
published interest rate or interest rate index. Most variable rate demand
notes allow the Trust to demand the repurchase of the security on not more
than seven days prior notice. Other notes only permit the Trust to tender
the security at the time of each interest rate adjustment or at other fixed
intervals. See "Demand Features." The Trust treats variable rate demand
notes as maturing on the later of the date of the next interest adjustment
or the date on which the Trust may next tender the security for repurchase.
BANK INSTRUMENTS. The Trust only invests in Bank Instruments either issued
by an institution having capital, surplus and undivided profits over $100
million or insured by the Bank Insurance Fund ("BIF") or the Savings
Association Insurance Fund ("SAIF"). Bank Instruments may include
Eurodollar Certificates of Deposit ("ECDs"), Yankee Certificates of Deposit
("Yankee CDs") and Eurodollar Time Deposits ("ETDs"). The Trust will treat
securities credit enhanced with a bank's letter of credit as Bank
Instruments.
SHORT-TERM CREDIT FACILITIES. Demand notes are short-term borrowing
arrangements between a corporation and an institutional lender (such as the
Trust) payable upon demand by either party. The notice period for demand
typically ranges from one to seven days, and the party may demand full or
partial payment. The Trust may also enter into, or acquire participations
in, short-term revolving credit facilities with corporate borrowers. Demand
notes and other short-term credit arrangements usually provide for floating
or variable rates of interest.
ASSET-BACKED SECURITIES. Asset-backed securities are securities issued by
special purpose entities whose primary assets consist of a pool of loans or
accounts receivable. The securities may take the form of beneficial
interest in a special purpose trust, limited partnership interests or
commercial paper or other debt securities issued by a special purpose
corporation. Although the securities often have some form of credit or
liquidity enhancement, payments on the securities depend predominately upon
collections of the loans and receivables held by the issuer.
RATINGS. An NRSRO's highest rating category is determined without regard for
sub-categories and gradations. For example, securities rated A-1 or A-1+ by
Standard & Poor's Ratings Group ("S&P"), Prime-1 by Moody's Investors Service,
Inc. ("Moody's"), or F-1 (+ or -) by Fitch Investors Service, Inc. ("Fitch")
are all considered rated in the highest short-term rating category. The Trust
will follow applicable regulations in determining whether a security rated by
more than one NRSRO can be treated as being in the highest short-term rating
category; currently, such securities must be rated by two NRSROs in their
highest rating category. See "Regulatory Compliance."
REPURCHASE AGREEMENTS. Repurchase agreements are arrangements in which banks,
broker/dealers, and other recognized financial institutions sell U.S.
government securities or certificates of deposit to the Trust and agree at the
time of sale to repurchase them at a mutually agreed upon time and price. To
the extent that the original seller does not repurchase the securities from
the Trust, the Trust could receive less than the repurchase price on any sale
of such securities.
CREDIT ENHANCEMENT. Certain of the Trust's acceptable investments may have
been credit enhanced by a guaranty, letter of credit or insurance. The Trust
typically evaluates the credit quality and ratings of credit enhanced
securities based upon the financial condition and ratings of the party
providing the credit enhancement (the "credit enhancer"), rather than the
issuer. Generally, the Trust will not treat credit enhanced securities as
having been issued by the credit enhancer for diversification purposes.
However, under certain circumstances applicable regulations may require the
Trust to treat the securities as having been issued by both the issuer and the
credit enhancer. The bankruptcy, receivership or default of the credit
enhancer will adversely affect the quality and marketability of the underlying
security.
DEMAND FEATURES. The Trust may acquire securities that are subject to puts and
standby commitments ("demand features") to purchase the securities at their
principal amount (usually with accrued interest) within a fixed period
(usually seven days) following a demand by the Trust. The demand feature may
be issued by the issuer of the underlying securities, a dealer in the
securities or by another third party, and may not be transferred separately
from the underlying security. The Trust uses these arrangements to provide the
Trust with liquidity and not to protect against changes in the market value of
the underlying securities. The bankruptcy, receivership or default by the
issuer of the demand feature, or a default on the underlying security or other
event that terminates the demand feature before its exercise, will adversely
affect the liquidity of the underlying security. Demand features that are
exercisable even after a payment default on the underlying security may be
treated as a form of credit enhancement.
RESTRICTED AND ILLIQUID SECURITIES. The Trust may invest up to 10% of its
total assets in restricted securities. This restriction is not applicable to
commercial paper issued under Section 4(2) of the Securities Act of 1933.
Restricted securities are any securities in which the Trust may otherwise
invest pursuant to its investment objectives and policies but which are
subject to restriction on resale under federal law. The Trust will limit
investments in illiquid securities, including certain restricted securities
not determined by the Trustees to be liquid, ETDs and repurchase agreements
providing for settlement in more than seven days after notice, to 10% of its
net assets.
The Trust may invest in commercial paper issued in reliance on the exemption
from registration afforded by Section 4(2) of the Securities Act of 1933.
Section 4(2) paper is restricted as to disposition under federal securities
law, and is generally sold to institutional investors, such as the Trust, who
agree that they are purchasing the paper for investment purposes and not with
a view to public distribution. Any resale by the purchaser must be in an
exempt transaction. Section 4(2) commercial paper is normally resold through,
or with the assistance of, an issuer or investment dealers who make a market
in Section 4(2) commercial paper, thus providing liquidity.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Trust may purchase
securities on a when-issued or delayed delivery basis. These transactions are
arrangements in which the Trust purchases securities with payment and delivery
scheduled for a future time. The seller's failure to complete these
transactions may cause the Trust to miss a price or yield considered to be
advantageous. Settlement dates may be a month or more after entering into
these transactions, and the market values of the securities purchased may vary
from the purchase prices. Accordingly, the Trust may pay more/less than the
market value of the securities on the settlement date.
INVESTMENT RISKS
ECDs, ETDs, Yankee CDs, CCPs, and Europaper are subject to somewhat different
risks than domestic obligations of domestic banks. Examples of these risks
include international, economic and political developments, foreign
governmental restrictions that may adversely affect the payment of principal or
interest, foreign withholding or other taxes on interest income, difficulties
in obtaining or enforcing a judgment against the issuing bank, and the possible
impact of interruptions in the flow of international currency transactions.
Different risks may also exist for ECDs, ETDs, and Yankee CDs because the banks
issuing these instruments, or their domestic or foreign branches, are not
necessarily subject to the same regulatory requirements that apply to domestic
banks, such as reserve requirements, loan limitations, examinations,
accounting, auditing and recordkeeping, and the public availability of
information. These factors will be carefully considered by the Trust's adviser
in selecting investments for the Trust.
INVESTMENT LIMITATIONS
The Trust will not:
. borrow money directly or through reverse repurchase agreements
(arrangements in which the Trust sells a money market instrument for a
percentage of its cash value with an agreement to buy it back on a set
date) or pledge securities except, under certain circumstances, the Trust
may borrow up to one-third of the value of its total assets and pledge up
to 10% of the value of those assets to secure such borrowings;
. invest more than 5% of its total assets in securities of one issuer
(except cash and cash items, repurchase agreements, and U.S. government
obligations); or
. invest more than 5% of its total assets in securities of issuers that
have records of less than three years of continuous operations.
REGULATORY COMPLIANCE
The Trust may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in this
prospectus and its Statement of Additional Information, in order to comply with
applicable laws and regulations, including the provisions of and regulations
under the Investment Company Act of 1940, as amended. In particular, the Trust
will comply with the various requirements of Rule 2a-7, which regulates money
market mutual funds. The Trust will also determine the effective maturity of
its investments, as well as its ability to consider a security as having
received the requisite short-term ratings by NRSROs, according to Rule 2a-7.
The Trust may change these operational policies to reflect changes in the laws
and regulations without the approval of its shareholders.
NET ASSET VALUE
- --------------------------------------------------------------------------------
The Trust attempts to stabilize the net asset value of its shares at $1.00 by
valuing the portfolio securities using the amortized cost method. The net asset
value per share is determined by subtracting total liabilities from total
assets and dividing the remainder by the number of shares outstanding. The
Trust, of course, cannot guarantee that its net asset value will always remain
at $1.00 per share.
INVESTING IN THE TRUST
- --------------------------------------------------------------------------------
SHARE PURCHASES
To purchase shares of the Trust:
. sign the Automatic Collection and Reinvestment Service Agreement, also
available from an Edward D. Jones investment representative (optional, but
recommended);
. complete and sign a check-writing application, available from an Edward
D. Jones investment representative (optional);
. enclose a check for $1,000 or more made payable to Edward D. Jones & Co.,
L.P. ("Edward D. Jones"; and
. send the check and completed form(s) to your local Edward D. Jones
office.
FEDERAL RESERVE OR BANK WIRE. Shares may also be purchased with federal funds
sent by Federal Reserve or bank wire. This method results in a more rapid
investment in Trust shares. Shares cannot be purchased by wire on Columbus Day,
Veteran's Day, or Martin Luther King Day. An investment representative of
Edward D. Jones must be contacted before wiring any funds.
FULL SERVICE ACCOUNT
Shareholders of the Trust may subscribe to Edward D. Jones & Co.'s Full Service
Account ("FSA"). This program provides a convenient method for investment by
linking the shareholder's Trust Account and Edward D. Jones & Co. Brokerage
Account. The FSA subscriber, with a free credit balance in a Brokerage Account,
will automatically have this sum invested in the Trust account on a daily
basis. FSA also permits daily, automatic redemption of Trust shares to satisfy
debit balances in the shareholders' Brokerage Accounts. At present, there is no
fee for this service, but Edward D. Jones & Co., L.P. reserves the right to
charge a fee in the future.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment in the Trust is $1,000. Subsequent investments
must be in amounts of at least $1,000 except for the FSA in which there is no
minimum requirement. If the investor has signed an Automatic Collection and
Reinvestment Service Agreement there is no minimum. An investment can be made
by sending a check to Edward D. Jones with instructions that it be invested in
the Trust.
WHAT SHARES COST
Trust shares are sold at their net asset value next determined after an order
is received. There is no sales load imposed by the Trust.
The net asset value is determined at 12:00 noon (Eastern time) and 4:00 p.m.
(Eastern time), Monday through Friday, except on: (i) days on which there are
not sufficient changes in the value of the Trust's portfolio securities that
its net asset value might be materially affected; (ii) days during which no
shares are tendered for redemption and no orders to purchase shares are
received; and (iii) the following holidays: New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day.
RECEIPT OF ORDERS
Trust shares are sold on days on which the New York Stock Exchange is open.
Orders are considered received after payment by check is converted by Edward D.
Jones or Federated Services Company, the Trust's transfer agent, into federal
funds (normally within two business days of receiving the check). When payment
is made with federal funds, the order is considered received immediately.
The Trust reserves the right to reject any purchase request.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Trust, Federated Services Company maintains a share
account for each shareholder. Share certificates are not issued unless
requested on the aplication or by contacting the Trust.
All purchases, redemptions, and dividends paid during the preceding month will
be confirmed on the shareholder's Edward D. Jones monthly account statement.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Trust. Shares purchased
before 12:00 noon (Eastern time) earn dividends that day.
CAPITAL GAINS
Since the Trust's policy is, under normal circumstances, to hold portfolio
securities to maturity and to value portfolio securities at amortized cost, it
does not expect any capital gains or losses. If the Trust does experience
gains, however, it could result in an increase in dividends. Capital losses
could result in a decrease in dividends. If for some extraordinary reason the
Trust realizes net long-term capital gains, it will distribute them at least
once every 12 months.
RETIREMENT PLANS
Shares of the Trust can be purchased as an investment for retirement plans or
for IRA accounts. For further details, contact an investment representative of
Edward D. Jones and consult a tax adviser.
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
Trust shares may be acquired in exchange for shares of other funds in the
Liberty Investment Program at net asset value. Also, Trust shares may be
exchanged for shares in other funds in the Liberty Investment Program at net
asset value plus a sales load, if applicable. Neither the Trust nor any of the
funds in the Liberty Investment Program impose any additional fees on
exchanges.
REQUIREMENTS FOR EXCHANGE
Shareholders using this privilege must exchange shares having a net asset value
equal to the Fund's minimum investment requirement. Before the exchange, the
shareholder must receive a prospectus of the fund for which the exchange is
being made.
This privilege is available to shareholders resident in any state in which the
fund shares being acquired may be sold. Upon receipt of proper instructions
and required supporting documents, shares submitted for exchange are redeemed
and the proceeds invested in shares of the other fund. The exchange privilege
may be terminated at any time. Shareholders will be notified of the
termination of the exchange privilege.
Further information on the exchange privilege and prospectuses for the Liberty
Investment Program funds are available by contacting your Edward D. Jones
investment representative.
TAX CONSEQUENCES
An exercise of the exchange privilege is treated as a sale for federal income
tax purposes. Depending upon the circumstances, a short-term or long-term
capital gain or loss may be realized.
MAKING AN EXCHANGE
Exchange instructions for the Liberty Investment Program may be given in
writing or by telephoning your Edward D. Jones investment representative.
Written instructions may require a signature guarantee. Shareholders of the
Trust may have difficulty in making exchanges by telephone through brokers and
other financial institutions during times of drastic economic or market
changes. If a shareholder cannot contact the broker or financial institution
by telephone, it is recommended that an exchange request be made in writing
and sent by overnight mail.
TELEPHONE INSTRUCTIONS. Telephone instructions made by the investor may be
carried out only if a telephone authorization form completed by the investor
is on file with Federated Services Company. If the instructions are given by a
broker, a telephone authorization form completed by the broker must be on file
with Federated Services Company. Shares may be exchanged between two funds by
telephone only if the two funds have identical shareholder registrations.
Any shares held in certificate form cannot be exchanged by telephone but must
be forwarded to Federated Services Company and deposited to the shareholder's
account before being exchanged. Telephone exchange instructions may be
recorded and will be binding upon the shareholder. Such instructions will be
processed as of 4:00 p.m. (Eastern time) and must be received by Federated
Services Company before that time for shares to be exchanged the same day.
Shareholders exchanging into a fund will not receive any dividend that is
payable to shareholders of record on that date. This privilege may be modified
or terminated at any time.
REDEEMING SHARES
- -------------------------------------------------------------------------------
The Trust redeems shares at their net asset value next determined after
Federated Services Company receives the redemption request. Redemptions will
be made on days on which the Trust computes its net asset value. Redemption
requests must be received in proper form and can be made:
. by writing a check;
. by VISA debit card and VISA checks;
. by contacting your Edward D. Jones & Co. investment representative; or
. by written request.
REDEEMING BY CHECK
At the shareholder's request, Federated Services Company will establish a
checking account for redeeming Trust shares. For further information, contact
an investment representative of Edward D. Jones.
USING THE CHECKING ACCOUNT. With a Trust checking account, shares may be
redeemed simply by writing a check for $500 or more. The redemption will be
made at the net asset value on the date that Federated Services Company
presents the check to the Trust. A check may not be written to close an
account. In addition, if a shareholder wishes to redeem shares and have the
proceeds available, a check may be written and negotiated through the
shareholder's local bank. Checks should never be sent to Federated Services
Company to redeem shares. Canceled checks are currently sent to the
shareholder each month. We reserve the right to return on a less frequent
basis, or to truncate or image the checks.
VISA ACCOUNT
At the shareholder's request, State Street Bank will establish a VISA account.
This VISA account allows a shareholder to redeem Trust shares by using a VISA
debit card or VISA checks. A VISA check may not be written to close an
account. A shareholder with a VISA account may not use the Trust checking
account privileges (only one check-writing option may be chosen). For further
information, contact an investment representative of Edward D. Jones. Canceled
checks are currently sent to shareholders each month. We reserve the right to
return on a less frequent basis, or to truncate or image the checks.
WRITTEN REQUESTS
Trust shares may also be redeemed by sending a written request to Edward D.
Jones. Call Edward D. Jones for specific instructions before redeeming by
letter. The shareholder will be asked to provide in the request, the
shareholder's name, the Trust name, the account number, and the share or
dollar amount requested. If share certificates have been issued, they must be
properly endorsed and should be sent by registered or certified mail with the
written request.
SIGNATURES. Shareholders requesting a redemption of $50,000 or more, a
redemption of any amount to be sent to an address other than that on record
with the Trust, or a redemption payable other than to the shareholder of
record must have signatures on written redemption requests guaranteed by:
. a trust company or commercial bank whose deposits are insured by the BIF,
which is administered by the Federal Deposit Insurance Corporation
("FDIC");
. a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchanges;
. a savings bank or savings and loan association whose deposits are insured
by the SAIF, which is administered by the FDIC; or
. any other "eligible guarantor institution," as defined in the Securities
Exchange Act of 1934.
The Trust does not accept signatures guaranteed by a notary public.
The Trust and its transfer agent have adopted standards for accepting
signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantors to institutions that are members
of a signature guarantee program. The Trust and its transfer agent reserve the
right to amend these standards at any time without notice.
RECEIVING PAYMENT. Normally, a check for the proceeds is mailed within one
business day, but in no event more than seven days, after receipt of a proper
written redemption request.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low balances, the Trust may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below a required minimum value, due to shareholder
redemptions.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 60 days to purchase additional shares to meet the minimum
requirement. A shareholder's checkwriting or VISA privilege may be
discontinued at any time.
This policy does not currently apply to IRAs, Keoghs, other retirement
accounts, or accounts owned by employees or associates of Edward D. Jones &
Co., L.P. These types of accounts may be subject to the fund-required minimum
in the future. The shares may be redeemed and placed in a non-interest bearing
brokerage account without prior written notification.
At this time there is no fee for a low balance account. In the future, the
Trust may assess a fee to offset the cost of a small account, rather than
liquidating the account.
TRUST INFORMATION
- -------------------------------------------------------------------------------
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES. The Trust is managed by a Board of Trustees. The Trustees
are responsible for managing the Trust's business affairs and for exercising
all the Trust's powers except those reserved for the shareholders. The
Executive Committee of the Board of Trustees handles the Board's
responsibilities between meetings of the Board.
INVESTMENT ADVISER. Investment decisions for the Trust are made by Passport
Research, Ltd., the Trust's investment adviser, subject to direction by the
Trustees. The adviser continually conducts investment research and supervision
for the Trust and is responsible for the purchase, sale, or exchange of
portfolio instruments, for which it receives an annual fee from the Trust.
ADVISORY FEES. The annual investment advisory fee is based on the Trust's
average daily net assets as shown on the chart below.
<TABLE>
<CAPTION>
ADVISORY FEE AS
AVERAGE DAILY % OF AVERAGE
NET ASSETS DAILY NET ASSETS
------------- ----------------
<S> <C>
First $500 million .50 of 1%
Second $500 million .475 of 1%
Third $500 million .45 of 1%
Forth $500 million .425 of 1%
Over $2 billion .40 of 1%
</TABLE>
The adviser has undertaken to reimburse the Trust for operating expenses in
excess of limitations established by certain states.
ADVISER'S BACKGROUND. Passport Research, Ltd. is a Pennsylvania limited
partnership organized in 1981. Federated Advisers is the general partner of
the investment adviser and has a 50.5% interest in the investment adviser.
Federated Advisers is owned by Federated Investors. Edward D. Jones & Co.,
L.P. is the limited partner of the investment adviser and has a 49.5%
interest in the investment adviser.
FEDERATED INVESTORS. Federated Investors, which was founded in 1956 as
Federated Investors, Inc., develops and manages mutual funds primarily for
the financial industry. Federated Investors' track record of competitive
performance and its disciplined, risk averse investment philosophy serve
approximately 3,500 client institutions nationwide. Through these same
client institutions, individual shareholders also have access to this same
level of investment expertise.
DISTRIBUTION OF TRUST SHARES
Edward D. Jones & Co., L.P. ("E.D. Jones") is the principal distributor for
shares of the Trust. Although it receives no compensation from the Trust for
sales of its shares, it does provide administrative personnel and services to
Federated Administrative Services, for which it receives a fee equal to
approximately 0.039 of 1% of average daily net assets of the Trust. Prior to
March 1, 1994, E. D. Jones provided similar personnel and services to the
Trust at approximate cost. The Trust has agreed to indemnify the distributor,
and the distributor has agreed to indemnify the Trust against certain civil
liabilities, including liabilities under the Securities Act of 1933.
SHAREHOLDER SERVICES PLAN. The Trust has adopted a Shareholder Services Plan
(the "Services Plan"). Under the Services Plan, E. D. Jones will enter into a
shareholder services agreement with the Trust to provide shareholder services
to its customers who from time to time may be owners of Trust shares. In
return for providing these services, E. D. Jones will receive payments from
the Trust at a rate not exceeding .25% of the average daily net assets of the
Trust. These shareholder services may include, but are not limited to, the
following functions: providing office space, equipment, telephone facilities,
and various personnel, including clerical, supervisory, and computer
personnel, as necessary or beneficial to establish and maintain shareholder
accounts and records; processing purchase and redemption transactions and
automatic investments of client account cash balances; answering routine
client inquiries regarding the Trust; assisting clients in changing dividend
options, account designations, and addresses; and providing such other
services as the Trust reasonably requests.
Federated Securities Corp. acts as the Trust's distributor in those states in
which Edward D. Jones is not registered. Federated Securities Corp. is a
subsidiary of Federated Investors and is the principal distributor for a
number of investment companies.
ADMINISTRATION OF THE TRUST
ADMINISTRATIVE SERVICES. Federated Administrative Services, a subsidiary of
Federated Investors, provides administrative personnel and services (including
certain legal and financial reporting services) necessary to operate the
Trust. Federated Administrative Services provides these at an annual rate
which relates to the average aggregate daily net assets of all funds advised
by subsidiaries of Federated Investors ("Federated Funds") as specified below:
<TABLE>
<CAPTION>
MAXIMUM FEE AVERAGE AGGREGATE DAILY NET ASSETS
----------- ----------------------------------
<S> <C>
0.15 of 1% on the first $250 million
0.125 of 1% on the next $250 million
0.10 of 1% on the next $250 million
0.075 of 1% on assets in excess of $750 million
</TABLE>
The administrative fee received during any fiscal year shall be at least
$125,000 per portfolio and $30,000 per each additional class of shares.
Federated Administrative Services may choose voluntarily to waive a portion of
its fee.
CUSTODIAN. State Street Bank and Trust Company ("State Street Bank"), Boston,
Massachusetts, is custodian for the securities and cash of the Trust.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND PORTFOLIO
RECORDKEEPER. Federated Services Company, Pittsburgh, Pennsylvania, is
transfer agent for the shares of the Trust, and dividend disbursing agent for
the Trust. E.D. Jones is sub-transfer agent for the shares of the Trust.
INDEPENDENT AUDITORS. The independent auditors for the Trust are Ernst & Young
LLP, Pittsburgh, Pennsylvania.
SHAREHOLDER INFORMATION
- -------------------------------------------------------------------------------
VOTING RIGHTS
Each share of the Trust gives the shareholder one vote in Trustee elections
and other matters submitted to shareholders for vote. As a Massachusetts
business trust, the Trust is not required to hold annual shareholder meetings.
Shareholder approval will be sought only for certain changes in the Trust's
operation and for the election of Trustees under certain circumstances.
Trustees may be removed by the Trustees or by shareholders at a special
meeting. A special meeting of the Trust shall be called by the Trustees upon
the written request of shareholders owning at least 10% of the Trust's
outstanding shares.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations
of the Trust. These documents require notice of this disclaimer to be given in
each agreement, obligation, or instrument the Trust or its Trustees enter into
or sign.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required to use its property to protect or
compensate the shareholder. On request, the Trust will defend any claim made
and pay any judgment against a shareholder for any act or obligation of the
Trust.
Therefore, financial loss resulting from liability as a shareholder will occur
only if the Trust itself cannot meet its obligations to indemnify shareholders
and pay judgments against them.
TAX INFORMATION
- --------------------------------------------------------------------------------
FEDERAL INCOME TAX
The Trust will pay no federal income tax because it expects to meet
requirements of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
Unless otherwise exempt, shareholders are required to pay federal income tax on
any dividends and other distributions received. This applies even though
dividends and distributions are received as additional shares. No federal
income tax is due on any dividends earned in an IRA or qualified retirement
plan until distributed.
STATE AND LOCAL TAXES
Shareholders are urged to consult their own tax advisers regarding the status
of their accounts under state and local tax laws.
PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
From time to time the Trust advertises its yield and effective yield.
The yield of the Trust represents the annualized rate of income earned on an
investment in the Trust over a seven-day period. It is the annualized dividends
earned during the period on the investment, shown as a percentage of the
investment. The effective yield is calculated similarly to the yield, but, when
annualized, the income earned by an investment in the Trust is assumed to be
reinvested daily. The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.
Advertisements and other sales literature may also refer to total return. Total
return represents the change, over a specified period of time, in the value of
an investment in the Trust after reinvesting all income distributions. It is
calculated by dividing that change by the initial investment and is expressed
as a percentage.
From time to time, the Trust may refer to ratings, rankings, and other
information in certain financial publications and/or compare the Trust's
performance to certain indices.
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
PORTFOLIO OF INVESTMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
------------ ------------------------------------------------ --------------
<C> <S> <C>
SHORT-TERM OBLIGATIONS--42.4%
-------------------------------------------------------------
STUDENT LOAN MARKETING ASSOCIATION, FLOATING RATE NOTES--5.0%
-------------------------------------------------------------
$122,000,000 5.99%-6.06%, 3/7/1995(a) $ 121,993,472
------------------------------------------------ --------------
FEDERAL FARMS CREDIT BANK, DISCOUNT NOTES--1.1%
-------------------------------------------------------------
27,295,000 5.48%-5.64%, 4/12/1995-4/24/1995(b) 27,090,951
------------------------------------------------ --------------
FEDERAL HOME LOAN MORTGAGE, DISCOUNT NOTES--3.7%
-------------------------------------------------------------
93,075,000 5.56%-6.575%, 4/4/1995-2/8/1996(b) 91,421,280
------------------------------------------------ --------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION, DISCOUNT NOTES--14.8%
-------------------------------------------------------------
368,900,000 5.30%-6.61%, 3/2/1995-8/17/1995(b) 363,683,100
------------------------------------------------ --------------
FEDERAL HOME LOAN BANK, DISCOUNT NOTES--5.9%
-------------------------------------------------------------
148,000,000 4.93%-6.60%, 4/7/1995-11/22/1995(b) 145,712,439
------------------------------------------------ --------------
FEDERAL HOME LOAN BANK, FLOATING RATE NOTES--1.6%
-------------------------------------------------------------
40,000,000 5.87%, 3/7/1995(a) 39,990,505
------------------------------------------------ --------------
FEDERAL HOME LOAN MORTGAGE CORPORATION, FLOATING RATE NOTES--
1.7%
-------------------------------------------------------------
43,500,000 5.94%, 3/1/1995(a) 43,480,694
------------------------------------------------ --------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION, FLOATING RATE NOTES--
4.9%
-------------------------------------------------------------
121,500,000 5.89%-6.01%, 3/1/1995-3/7/1995(a) 121,486,644
------------------------------------------------ --------------
U.S. TREASURY BILLS--3.0%
-------------------------------------------------------------
74,500,000 4.93%-6.505%, 5/4/1995-8/24/1995 73,042,397
------------------------------------------------ --------------
U.S. TREASURY NOTES--0.7%
-------------------------------------------------------------
17,000,000 8.50%, 5/15/1995 17,110,131
------------------------------------------------ --------------
TOTAL SHORT-TERM OBLIGATIONS 1,045,011,613
------------------------------------------------ --------------
(C)REPURCHASE AGREEMENTS--58.5%
-------------------------------------------------------------
100,000,000 Bank of America, 6.10%, dated 2/28/1995, due
3/1/1995 100,000,000
------------------------------------------------
45,700,000 BZW Securities, Inc., 6.10%, dated 2/28/1995,
due 3/1/1995 45,700,000
------------------------------------------------
200,000,000 BT Securities, Inc., 6.12%, dated 2/28/1995, due
3/1/1995 200,000,000
------------------------------------------------
100,000,000 Chase Manhattan, 6.07%, dated 2/28/1995, due
3/1/1995 100,000,000
------------------------------------------------
</TABLE>
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
------------ --------------------------------------------- --------------
<C> <S> <C>
(C)REPURCHASE AGREEMENTS--CONTINUED
-------------------------------------------------------------
$100,000,000 Daiwa Securities America, Inc., 6.08%, dated
2/28/1995, due 3/1/1995 $ 100,000,000
---------------------------------------------
100,000,000 Deutsche Bank Government Securities, Inc.,
6.13%, dated 2/28/1995, due 3/1/1995 100,000,000
---------------------------------------------
20,000,000 Deutsche Bank Government Securities, Inc.,
6.15%, dated 2/28/1995, due 3/1/1995 20,000,000
---------------------------------------------
100,000,000 Donaldson, Lufkin & Jenrette Securities
Corp., 6.08%, dated 2/28/1995, due 3/1/1995 100,000,000
---------------------------------------------
100,000,000 First Chicago Bank, 6.07%, dated 2/28/1995,
due 3/1/1995 100,000,000
---------------------------------------------
50,000,000 Fuji Securities, Inc., 6.07%, dated
2/28/1995, due 3/1/1995 50,000,000
---------------------------------------------
95,000,000 Goldman, Sachs & Co., 6.15%, dated 2/28/1995,
due 3/1/1995 95,000,000
---------------------------------------------
70,000,000 HSBC Securities, Inc., 6.15%, dated
2/28/1995, due 3/1/1995 70,000,000
---------------------------------------------
100,000,000 Nationsbank of North Carolina, 6.09%, dated
2/28/1995, due 3/1/1995 100,000,000
---------------------------------------------
38,000,000(d) First Boston Corp., 6.00%, dated 1/20/1995,
due 3/21/1995 38,000,000
---------------------------------------------
58,000,000(d) First Boston Corp., 6.10%, dated 2/17/1995,
due 5/18/1995 58,000,000
---------------------------------------------
58,000,000(d) Merrill Lynch Government Securities, Inc.,
6.05%, dated 2/27/1995, due 5/30/1995 58,000,000
---------------------------------------------
50,000,000(d) Morgan Stanley & Co., Inc., 6.00%, dated
2/25/1995, due 3/20/1995 50,000,000
---------------------------------------------
57,000,000(d) Lehman Brothers, Inc., 6.05%, dated 2/2/1995,
due 4/3/1995 57,000,000
--------------------------------------------- --------------
TOTAL REPURCHASE AGREEMENTS 1,441,700,000
--------------------------------------------- --------------
TOTAL INVESTMENTS, AT AMORTIZED COST (E) $2,486,711,613
--------------------------------------------- --------------
</TABLE>
(a) Floating rate note with current rate and next reset date shown.
(b) Discount rate at time of purchase.
(c) Repurchase agreements are fully collateralized by U.S. government and/or
agency obligations based on market prices at the date of the portfolio. The
investments in repurchase agreements were through participation in joint
accounts with other Federated funds.
(d) Although final maturity falls beyond seven days, a liquidity feature is
included in this transaction to permit termination of the repurchase
agreement within seven days.
(e) Also represents cost for federal tax purposes.
Note: The categories of investments are shown as a percentage of net assets
($2,464,259,500) at February 28, 1995.
(See Notes which are an integral part of the Financial Statements)
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
STATEMENT OF ASSETS AND LIABILITIES
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS:
- ----------------------------------------------------------
Investments in repurchase agreements $1,441,700,000
- ------------------------------------------
Investments in other securities 1,045,011,613
- ------------------------------------------ --------------
Total investments, at amortized cost and
value $2,486,711,613
- ------------------------------------------ --------------
Cash 3,350,076
- ------------------------------------------ --------------
Receivable for shares sold 50,069,451
- ------------------------------------------ --------------
Interest receivable 4,154,916
- ------------------------------------------ -------------- --------------
Total assets 2,544,286,056
- ------------------------------------------ --------------
LIABILITIES:
- ------------------------------------------ --------------
Payable for investments purchased 58,000,000
- ------------------------------------------
Payable for shares redeemed 18,262,457
- ------------------------------------------
Dividends payable 2,381,023
- ------------------------------------------
Accrued expenses 1,383,076
- ------------------------------------------ --------------
Total liabilities 80,026,556
- ------------------------------------------ -------------- --------------
NET ASSETS for 2,464,259,500 shares outstanding $2,464,259,500
- ------------------------------------------ -------------- --------------
NET ASSET VALUE, Offering Price, and Redemption Proceeds
Per Share:
($2,464,259,500 / 2,464,259,500 shares outstanding) $1.00
- ------------------------------------------ -------------- --------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST STATEMENT OF OPERATIONS
YEAR ENDED FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
- ----------------------------------------------------- ----------
Interest $102,159,808
- ----------------------------------------------------- ----------
EXPENSES:
- ----------------------------------------------------- ----------
Investment advisory fee $9,914,410
- -----------------------------------------------------
Directors'/Trustees' fees 31,941
- -----------------------------------------------------
Administrative personnel and services fee 1,639,745
- -----------------------------------------------------
Shareholder services fee 5,415,277
- -----------------------------------------------------
Custodian fees 388,704
- -----------------------------------------------------
Transfer agent and dividend disbursing agent fees and
expenses 3,266,509
- -----------------------------------------------------
Share registration costs 138,124
- -----------------------------------------------------
Auditing fees 20,013
- -----------------------------------------------------
Legal fees 25,023
- -----------------------------------------------------
Printing and postage 210,030
- -----------------------------------------------------
Insurance premiums 35,526
- -----------------------------------------------------
Miscellaneous 27,043
- ----------------------------------------------------- ----------
Total expenses 21,112,345
- ----------------------------------------------------- ---------- ------------
Net investment income $ 81,047,463
- ----------------------------------------------------- ---------- ------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
STATEMENT OF CHANGES IN NET
ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
YEAR ENDED FEBRUARY 28,
-------------------------------
1995 1994
- ------------------------------------------- --------------- --------------
INCREASE (DECREASE) IN NET ASSETS:
- -------------------------------------------
OPERATIONS--
- -------------------------------------------
Net investment income $ 81,047,463 $ 49,828,767
- ------------------------------------------- --------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS--
- -------------------------------------------
Distributions from net investment income (81,047,463) (49,828,767)
- ------------------------------------------- --------------- --------------
SHARE TRANSACTIONS--
- -------------------------------------------
Proceeds from sale of Shares 10,047,201,714 9,022,703,218
- -------------------------------------------
Net asset value of Shares issued to
shareholders
in payment of dividends declared 78,525,018 49,139,474
- -------------------------------------------
Cost of Shares redeemed (9,832,691,748) (9,123,844,305)
- ------------------------------------------- --------------- --------------
Change in net assets resulting from share 293,034,984 (52,001,613)
transactions --------------- --------------
- -------------------------------------------
Change in net assets 293,034,984 (52,001,613)
- -------------------------------------------
NET ASSETS:
- -------------------------------------------
Beginning of period 2,171,224,516 2,223,226,129
- ------------------------------------------- --------------- --------------
End of period $ 2,464,259,500 $2,171,224,516
- ------------------------------------------- --------------- --------------
</TABLE>
(See Notes which are an integral part of the Financial Statements)
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1995
- --------------------------------------------------------------------------------
1. ORGANIZATION
The Trust is registered under the Investment Company Act of 1940, as amended
(the "Act"), as a diversified open-end, management investment company.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently fol-
lowed by the Trust in the preparation of its financial statements. The policies
are in conformity with generally accepted accounting principles.
INVESTMENT VALUATIONS--The Trust's use of the amortized cost method to
value its portfolio securities is in accordance with Rule 2a-7 under the
Act.
REPURCHASE AGREEMENTS--It is the policy of the Trust to require the custo-
dian bank to take possession, to have legally segregated in the Federal Re-
serve Book Entry System, or to have segregated within the custodian bank's
vault, all securities held as collateral in support of repurchase agreement
investments. Additionally, procedures have been established by the Trust to
monitor, on a daily basis, the market value of each repurchase agreement's
collateral to ensure that the value of collateral at least equals the re-
purchase price to be paid under the repurchase agreement transaction.
The Trust will only enter into repurchase agreements with banks and other
recognized financial institutions such as broker/dealers, which are deemed
by the Trust's adviser to be creditworthy pursuant to guidelines and/or
standards reviewed or established by the Board of Trustees ("Trustees").
Risks may arise from the potential inability of counterparties to honor the
terms of the repurchase agreement. Accordingly, the Trust could receive less
than the repurchase price on the sale of collateral securities.
INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
are accrued daily. Bond premium and discount, if applicable, are amortized
as required by the Internal Revenue Code, as amended (the "Code"). Distri-
butions to shareholders are recorded on the ex-dividend date.
FEDERAL TAXES--It is the Trust's policy to comply with the provisions of
the Code applicable to regulated investment companies and to distribute to
shareholders each year substantially all of its income. Accordingly, no
provisions for federal tax are necessary.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Trust may engage in
when-issued or delayed delivery transactions. The Trust records when-issued
securities on the trade date and maintains security positions such that
sufficient liquid assets will be available to make payment for
the securities purchased. Securities purchased on a when-issued or delayed
delivery basis are marked to market daily and begin earning interest on the
settlement date.
OTHER--Investment transactions are accounted for on the trade date.
3. SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value). At Feb-
ruary 28, 1995, capital paid-in aggregated $2,464,259,500. Transactions in
Trust shares were as follows:
<TABLE>
<S> <C> <C>
YEAR ENDED FEBRUARY 28,
------------------------------
1995 1994
- ------------------------------------------- -------------- --------------
Shares sold 10,047,201,714 9,022,703,218
- -------------------------------------------
Shares issued to shareholders in payment of
dividends declared 78,525,018 49,139,474
- -------------------------------------------
Shares redeemed (9,832,691,748) (9,123,844,305)
- ------------------------------------------- -------------- --------------
Net change resulting from Trust share 293,034,984 (52,001,613)
transactions -------------- --------------
- -------------------------------------------
</TABLE>
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISORY FEE--Passport Research, Ltd., the Trust's investment ad-
viser (the "Adviser"), receives for its services an annual investment advisory
fee based on average daily net assets of the Trust as follows: .50% on the
first $500 million, .475% on the next $500 million, .45% on the next $500 mil-
lion, .425% on the next $500 million and .40% thereafter. The Adviser will
waive the amount that normal operating expenses of the Trust (including the in-
vestment advisory fee, but excluding brokerage commissions, interest, taxes and
extraordinary expenses) exceed 2 1/2% per year on the first $30 million of av-
erage daily net assets of the Trust, 2% per year on the next $70 million of av-
erage daily net assets of the Trust, and 1 1/2% per year on any additional net
assets.
ADMINISTRATIVE FEE--Federated Administrative Services ("FAS"), under the
Administrative Services Agreement, provides the Trust administrative personnel
and services. The FAS fee is based on the level of average aggregate daily net
assets of the funds advised by subsidiaries of Federated Investors for the
period. The administrative fee received during the period of the Administrative
Services Agreement shall be at least $125,000 per portfolio and $30,000 per
each additional class of share.
SHAREHOLDER SERVICES PLAN--Under the terms of a Shareholder Services Agreement
with Edward D. Jones & Co., L.P., the Trust will pay Edward D. Jones & Co.,
L.P. up to .25 of 1% of average daily net assets of the Trust for the period.
This fee is to obtain certain services for shareholders and to maintain
shareholder accounts.
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
- -------------------------------------------------------------------------------
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES --Federated
Services Company ("FServ") serves as transfer and dividend disbursing agent
for the Trust. The fee is based on the size, type, and number of accounts and
transactions made by shareholders. Edward D. Jones & Co., L.P. is sub-transfer
agent for the shares of the Trust.
GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
To the Trustees and Shareholders of EDWARD D. JONES & CO. DAILY PASSPORT CASH
TRUST:
We have audited the accompanying statement of assets and liabilities of Edward
D. Jones & Co. Daily Passport Cash Trust, including the portfolio of invest-
ments, as of February 28, 1995, and the related statement of operations for the
year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights (see page 2 of
this Prospectus) for each of the ten years in the period then ended. These fi-
nancial statements and financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these finan-
cial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial high-
lights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of Feb-
ruary 28, 1995, by correspondence with the custodian and brokers. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement pre-
sentation. We believe that our audits provide a reasonable basis for our opin-
ion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Ed-
ward D. Jones & Co. Daily Passport Cash Trust at February 28, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the ten years in the period then ended, in conformity with gener-
ally accepted accounting principles.
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
April 12, 1995
ADDRESSES
- --------------------------------------------------------------------------------
Edward D. Jones & Co. Daily Passport Cash Trust
Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------
Principal Distributor
Edward D. Jones & Co., L.P. 201 Progress Parkway Maryland
Heights, Missouri 63043
- --------------------------------------------------------------------------------
Distributor
Federated Securities Corp. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------
Investment Adviser
Passport Research, Ltd. Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------
Custodian
State Street Bank and Trust Company P.O. Box 1790 Boston,
Massachusetts 02105
- --------------------------------------------------------------------------------
Transfer Agent and Dividend Disbursing Agent
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania
15222-3779
- --------------------------------------------------------------------------------
Independent Auditors
One Oxford Centre Pittsburgh,
Ernst & Young LLP Pennsylvania 15219
- --------------------------------------------------------------------------------
EDWARD D. JONES & CO. DAILY PASSPORT
CASH TRUST
PROSPECTUS
Prospectus dated April 30, 1995
EDWARD D. JONES & CO., L.P.
201 PROGRESS PARKWAY
MARYLAND HEIGHTS, MISSOURI 63043
1-800-441-2357
Distributor
480023100
8032801A (4/95)
Edward D. Jones & Co. Daily Passport Cash Trust
Statement of Additional Information
"A Passport to Cash Management"
This Statement of Additional Information should be read with the
prospectus of the Trust dated April 30, 1995. This
Statement is not a prospectus itself. To receive a copy of the
prospectus, write Edward D. Jones & Co. Daily Passport Cash Trust
at 201 Progress Parkway, Maryland Heights, Missouri 63043 or call
1-800-441-2357.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
Statement dated April 30, 1995
EDWARD D. JONES & CO., L.P.
201 PROGRESS PARKWAY
MARYLAND HEIGHTS, MISSOURI 63043
1-800-441-2357
Distributor
<
R
>
<
/
R
>
General Information About the
Trust 1
Investment Objective and Policies 1
Types of Investments 1
Restricted and Illiquid
Securities 2
When-Issued and Delayed
Delivery
Transactions 2
Repurchase Agreements 2
Reverse Repurchase Agreements 2
Investment Limitations 3
Purchasing Shares 4
Conversion to Federal Funds 4
Determining Net Asset Value 5
Use of the Amortized Cost
Method 5
Redeeming Shares 6
Redemption in Kind 6
VISA Account 6
Edward D.
Jones & Co. Daily
Passport
Cash Trust Management 6
Trust Ownership 10
Trustees Compensation 11
Trustee Liability 11
Adviser to the Trust 12
Advisory Fees 12
Administrative Services 12
Shareholder Services Plan 13
Brokerage Transactions 13
Tax Status 13
The Trust's Tax Status 13
Shareholders' Tax Status 13
Yield 14
Effective Yield 14
Performance Comparisons 14
General Information About the Trust
Edward D. Jones & Co. Daily Passport Cash Trust (the "Trust") was
established as a Massachusetts business trust under a Declaration of
Trust dated January 9, 1980.
Investment Objective and Policies
The Trust's investment objective is to provide stability of principal
and current income consistent with stability of principal.
Types of Investments
The Trust invests in money market instruments which mature in one year
or less and which include, but are not limited to, bank instruments,
commercial paper, demand master notes, and U.S. government obligations.
The above investment objective and policies cannot be changed without
approval of shareholders.
Bank Instruments
In addition to domestic bank obligations such as certificates of
deposit, demand and time deposits, savings shares, and bankers'
acceptances, the Trust may invest in:
- Eurodollar Certificates of Deposit issued by foreign
branches of U.S. or foreign banks;
- Eurodollar Time Deposits, which are U.S. dollar-
denominated deposits in foreign branches of U.S. or foreign
banks;
- Canadian Time Deposits, which are U.S. dollar-denominated
deposits issued by branches of major Canadian banks located in
the United States; and
- Yankee Certificates of Deposit, which are U.S. dollar-
denominated certificates of deposit issued by U.S. branches of
foreign banks and held in the United States.
U.S. Government Obligations
The types of U.S. government obligations in which the Trust may
invest generally include direct obligations of the U.S. Treasury
(such as U.S. Treasury bills, notes, and bonds) and obligations
issued or guaranteed by U.S. government agencies or
instrumentalities. These securities are backed by:
- the full faith and credit of the U.S. Treasury;
- the issuer's right to borrow from the U.S. Treasury;
- the discretionary authority of the U.S. government to
purchase certain obligations of agencies or instrumentalities;
or
- the credit of the agency or instrumentality issuing the
obligations.
Examples of agencies and instrumentalities which may not always
receive financial support from the U.S. government are:
- Farm Credit System, including the National Bank for
Cooperatives, Farm Credit Banks, and Banks for Cooperatives;
- Farmers Home Administration;
- Federal Home Loan Banks;
- Federal Home Loan Mortgage Corporation;
- Federal National Mortgage Association;
- Government National Mortgage Association; and
- Student Loan Marketing Association.
Restricted and Illiquid Securities
The ability of the Trust's Board of Trustees (the "Trustees") to
determine the liquidity of certain restricted securities is permitted
under a Securities and Exchange Commission ("SEC") Staff position set
forth in the adopting release for Rule 144A under the Securities Act of
1933 (the "Rule"). The Rule is a non-exclusive safe-harbor for certain
secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides
an exemption from registration for resales of otherwise restricted
securities to qualified institutional buyers. The Rule was expected to
further enhance the liquidity of the secondary market for securities
eligible for resale under Rule 144A. The Trust believes that the Staff
of the SEC has left the question of determining the liquidity of all
restricted securities (eligible for resale under Rule 144A) for
determination by the Trustees. The Trustees consider the following
criteria in determining the liquidity of certain restricted securities.
- the frequency of trades and quotes for the security;
- the number of dealers willing to purchase or sell the
security and the number of other potential buyers;
- dealer undertakings to make a market in the security; and
- the nature of the security and the nature of the marketplace
trades.
When-Issued and Delayed Delivery Transactions
These transactions are made to secure what is considered to be
an advantageous price or yield for the Trust. Settlement
dates may be a month or more after entering into these transactions, and
the market values of the securities purchased may vary from the purchase
prices. No fees or other expenses, other than normal transaction costs,
are incurred. However, liquid assets of the Trust sufficient to make
payment for the securities to be purchased are segregated on the
Trust's records at the trade date. These assets are
marked to market daily and are maintained until the transaction
has been settled. The Trust does not intend to engage
in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its
assets.
Repurchase Agreements
The Trust requires its custodian to take possession of the securities
subject to repurchase agreements, and these securities are marked to
market daily. To the extent that the original seller does not repurchase
the securities from the Trust, the Trust could receive less than the
repurchase price on any sale of such securities. In the event that such
a defaulting seller filed for bankruptcy or became insolvent,
disposition of such securities by the Trust might be delayed pending
court action. The Trust believes that under the regular procedures
normally in effect for custody of the Trust's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction
would rule in favor of the Trust and allow retention or disposition of
such securities. The Trust will only enter into repurchase agreements
with banks and other recognized financial institutions, such as
broker/dealers, which are deemed by the Trust's adviser to be
creditworthy pursuant to guidelines established by the Trustees.
Reverse Repurchase Agreements
The Trust may also enter into reverse repurchase agreements. This
transaction is similar to borrowing cash. In a reverse repurchase
agreement the Trust transfers possession of a portfolio instrument to
another person, such as a financial institution, broker or dealer, in
return for a percentage of the instrument's market value in cash, and
agrees that on a stipulated date in the future the Trust will repurchase
the portfolio instrument by remitting the original consideration plus
interest at an agreed upon rate. The use of reverse repurchase
agreements may enable the Trust to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the
ability to enter into reverse repurchase agreements does not ensure that
the Trust will be able to avoid selling portfolio instruments at a
disadvantageous time.
When effecting reverse repurchase agreements, liquid assets of the
Trust, in a dollar amount sufficient to make payment for the obligations
to be purchased, are segregated at the trade date. These securities are
marked to market daily and maintained until the transaction is settled.
Investment Limitations
The Trust will not change any of the investment limitations described
below without approval of shareholders.
Selling Short and Buying on Margin
The Trust will not sell any money market instruments short or
purchase any money market instruments on margin but may obtain
such short-term credits as may be necessary for clearance of
purchases and sales of money market instruments.
Borrowing Money
The Trust will not borrow money except as a temporary measure for
extraordinary or emergency purposes and then only in amounts not
in excess of 5% of the value of its total assets. In addition, the
Trust may enter into reverse repurchase agreements and otherwise
borrow up to one-third of the value of its total assets, including
the amount borrowed, in order to meet redemption requests without
immediately selling portfolio instruments. This latter practice is
not for investment leverage but solely to facilitate management of
the portfolio by enabling the Trust to meet redemption requests
when the liquidation of portfolio instruments would be
inconvenient or disadvantageous.
Interest paid on borrowed funds will not be available for
investment. The Trust will liquidate any such borrowings as soon
as possible and may not purchase any portfolio instruments while
any borrowings are outstanding. However, during the period any
reverse repurchase agreements are outstanding, but only to the
extent necessary to assure completion of the reverse repurchase
agreements, the Trust will restrict the purchase of portfolio
instruments to money market instruments maturing on or before the
expiration date of the reverse repurchase agreements.
Pledging Assets
The Trust will not mortgage, pledge, or hypothecate any assets
except to secure permitted borrowings. In those cases, it may
mortgage, pledge, or hypothecate assets having a market value not
exceeding the lesser of the dollar amounts borrowed or 10% of the
value of total assets at the time of the borrowing.
Investing in Commodities, Minerals, or Real Estate
The Trust will not invest in commodities, commodity contracts,
oil, gas, or other mineral programs or real estate, except that it
may purchase money market instruments issued by companies that
invest in or sponsor such interests.
Underwriting
The Trust will not engage in underwriting of securities issued by
others, except as it may be deemed to be an underwriter under the
Securities Act of 1933 in connection with the sale of securities
in accordance with its investment objective, policies and
limitations.
Lending Cash or Securities
The Trust will not lend any of its assets, except that it may
purchase or hold money market instruments, including repurchase
agreements and variable amount demand master notes, permitted by
its investment objective and policies.
Acquiring Securities
The Trust will not acquire the voting securities of any issuer. It
will not invest in securities issued by any other investment
company, except as part of a merger, consolidation, or other
acquisition. It will not invest in securities of a company for the
purpose of exercising control or management.
Diversification of Investments
The Trust will not purchase securities issued by any one issuer
having a value of more than 5% of the value of its total assets
except cash or cash items, repurchase agreements, and U.S.
government obligations.
The Trust considers the type of bank obligations it purchases as
cash items.
Concentration of Investments
The Trust will not purchase money market instruments if, as a
result of such purchase, more than 25% of the value of its total
assets would be invested in any one industry.
However, investing in bank instruments (such as time and demand
deposits and certificates of deposit), U.S. government
obligations, or instruments secured by these money market
instruments, such as repurchase agreements, shall not be
considered investments in any one industry.
Investing in New Issuers
The Trust will not invest more than 5% of the value of its total
assets in money market instruments of unseasoned issuers,
including their predecessors, that have been in operation for less
than three years.
Investing in Issuers Whose Securities Are Owned by Officers and
Trustees of the Trust
The Trust will not purchase or retain the securities of any issuer
if the officers and Trustees of the Trust or its investment
adviser, owning individually more than 1/2 of 1% of the issuer's
securities, together own more than 5% of the issuer's securities.
Dealing in Puts and Calls
The Trust will not invest in puts, calls, straddles, spreads, or
any combination of them.
Investing in Restricted Securities
The Trust will not invest more than 10% of its
total assets in securities which are subject to
restrictions on resale under federal securities laws, except for
Section 4(2) commercial paper.
Issuing Senior Securities
The Trust will not issue senior securities, except as permitted by
the investment objective and policies and investment limitations
of the Trust.
Except with respect to borrowing money, if a percentage limitation is
adhered to at the time of investment, a later increase or decrease in
percentage resulting from any change in value or net assets will not
result in a violation of such restriction.
The Trust did not borrow money, pledge securities, or invest in reverse
repurchase agreements in excess of 5% of the value of its net assets
during the last fiscal year and has no present intent to do so in the
coming fiscal year.
For purposes of its policies and limitations, the Trust considers
certificates of deposit and demand and time deposits issued by a U.S.
branch of a domestic bank or savings and loan having capital, surplus,
and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items".
Purchasing Shares
Shares are sold at their net asset value without a sales charge on days
the New York Stock Exchange is open for business. The procedure for
purchasing shares of the Trust is explained in the prospectus under
"Investing in the Trust."
Conversion to Federal Funds
It is the Trust's policy to be as fully invested as possible so that
maximum interest may be earned. To this end, all payments from
shareholders must be in federal funds or be converted into federal
funds. This conversion must be made before shares are purchased. Edward
D. Jones or Federated Services Company acts as the shareholder's agent
in depositing checks and converting them to federal funds.
Custodian and Portfolio Recordkeeper. State Street Bank and Trust
Company, Boston, MA is custodian for the securities and cash of the
Trust. Federated Services Company, Pittsburgh, PA provides certain
accounting and recordkeeping services with respect to the Trust's
portfolio investments.
Transfer Agent. As transfer agent, Federated Services Company maintains
all necessary shareholder records. For its services, the transfer agent
receives a fee based on the number of shareholder accounts.
Determining Net Asset Value
The Trust attempts to stabilize the value of a share at $1.00. The days
on which net asset value is calculated by the Trust are described in the
prospectus.
Use of the Amortized Cost Method
The Trustees have decided that the best method for determining the value
of portfolio instruments is amortized cost. Under this method, portfolio
instruments are valued at the acquisition cost as adjusted for
amortization of premium or accumulation of discount rather than at
current market value.
The Trust's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with certain conditions in Rule 2a-
7 (the "Rule") promulgated by the SEC under the Investment Company Act
of 1940. Under the Rule, the Trustees must establish procedures
reasonably designed to stabilize the net asset value per share, as
computed for purposes of distribution and redemption, at $1.00 per
share, taking into account current market conditions and the Trust's
investment objective.
Under the Rule, the Trust is permitted to purchase instruments which are
subject to demand features or standby commitments. As defined by the
Rule, a demand feature entitles the Trust to receive the principal
amount of the instrument from the issuer or a third party on (1) no more
than 30 days' notice or (2) at specified intervals not exceeding one
year on no more than 30 days' notice. A standby commitment entitles the
Trust to achieve same day settlement and to receive an exercise price
equal to the amortized cost of the underlying instrument plus accrued
interest at the time of exercise.
The Trust acquires instruments subject to demand features and standby
commitments to enhance the instruments' liquidity. The Trust treats
demand features and standby commitments as part of the underlying
instruments, because the Trust does not acquire them for speculative
purposes and cannot transfer them separately from the underlying
instruments. Therefore, although the Rule defines demand features and
standby commitments as "puts," the Trust does not consider them to be
separate investments for purposes of its investment policies.
Monitoring Procedures
The Trustees' procedures include monitoring the relationship
between the amortized cost value per share and the net asset value
per share based upon available indications of market value. The
Trustees will decide what, if any, steps should be taken if there
is a difference of more than .5% between the two values. The
Trustees will take any steps they consider appropriate (such as
redemption in kind or shortening the average portfolio maturity)
to minimize any material dilution or other unfair results arising
from differences between the two methods of determining net asset
value.
Investment Restrictions
The Rule requires that the Trust limit its investments to
instruments that, in the opinion of the Trustees, present minimal
credit risks and have received the requisite rating from one or
more nationally recognized statistically rating organizations. If
the instruments are not rated, the Trustees must determine that
they are of comparable quality. The Rule also requires the Trust
to maintain a dollar-weighted average portfolio maturity (not more
than 90 days) appropriate to the objective of maintaining a stable
net asset value of $1.00 per share. In addition, no instrument
with a remaining maturity of more than one year can be purchased
by the Trust.
Should the disposition of a portfolio security result in a dollar-
weighted average portfolio maturity of more than 90 days, the
Trust will invest its available cash to reduce the average
maturity to 90 days or less as soon as possible.
It is the Trust's usual practice to hold portfolio securities to
maturity and realize par, unless the investment adviser determines that
sale or other disposition is appropriate in light of the Trust's
investment objective. Under the amortized cost method of valuation,
neither the amount of daily income nor the net asset value is affected
by any unrealized appreciation or depreciation of the portfolio.
In periods of declining interest rates, the indicated daily yield on
shares of the Trust computed by dividing the annualized daily income on
the Trust's portfolio by the net asset value computed as above may tend
to be higher than a similar computation made by using a method of
valuation based upon market prices and estimates.
In periods of rising interest rates, the indicated daily yield on shares
of the Trust computed the same way may tend to be lower than a similar
computation made by using a method of calculation based upon market
prices and estimates.
Redeeming Shares
The Trust redeems shares at the next computed net asset value after
Federated Services Company receives the redemption request. Redemption
procedures are explained in the prospectus under "Redeeming Shares."
Redemption in Kind
The Trust is obligated to redeem shares solely in cash up to $250,000 or
1% of the Trust's net asset value, whichever is less, for any one
shareholder within a 90-day period.
Any redemption beyond this amount will also be in cash unless the
Trustees determine that further cash payments will have a material
adverse effect on remaining shareholders. In such a case, the Trust will
pay all or a portion of the remainder of the redemption in portfolio
instruments, valued in the same way as the Trust determines net asset
value. The portfolio instruments will be selected in a manner that the
Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption
is made in kind, shareholders receiving their securities and selling
them before maturity could receive less than the redemption value of the
securities and could incur certain transaction costs.
VISA Account
At the shareholder's request, State Street Bank and Trust Company
("State Street Bank") will establish a VISA account. This VISA
account allows a shareholder to redeem Trust shares by using a VISA
debit card or VISA checks.
The VISA debit card may be used to purchase merchandise or services from
merchants honoring VISA or to obtain cash advances (which a bank may
limit to $5,000 per account per day) from any bank honoring VISA.
State Street Bank will notify the Trust daily of all charges and cash
advances being presented against the VISA account, and Trust shares will
be redeemed immediately. When a VISA draft or check is presented to
State Street Bank for payment, State Street Bank presents the draft or
check to the Trust. Enough shares are redeemed from the account to cover
the transactions. This enables the shareholder to continue to earn daily
income dividends on Trust shares up to the date they are redeemed.
In the event that there are insufficient shares in the shareholder's
Trust account to cover the amount of the VISA debit card or VISA check
transaction, State Street Bank is authorized to place a stop transfer on
the shareholder's Trust account, to impose a finance charge on the
amount, and to institute collection proceedings.
Shareholders are subject to State Street Bank's VISA account
regulations. State Street Bank charges an annual VISA fee of $40 to
cover credit fees and administrative costs. Enough shares are redeemed
automatically from the account to pay the fee. Lost or stolen cards
should be reported immediately to State Street Bank (1-800-331-2451).
State Street Bank and the Trust have the right to modify or terminate
the VISA debit card privilege or to impose additional charges for
establishing or maintaining a VISA account.
Edward D. Jones & Co. Daily Passport Cash Trust Management
Officers and Trustees are listed with their addresses, present
positions with Edward D. Jones & Co. Daily Passport Cash Trust, and
principal occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors,
Federated Advisers, Federated Management, and Federated
Research; Chairman and Director, Federated Research
Corp.; Chairman, Passport Research, Ltd.; Director,
AEtna Life and Casualty Company; Chief Executive
Officer and Director, Trustee, or Managing General Partner of the
Funds.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President,
John R. Wood and Associates, Inc., Realtors; President,
Northgate Village Development Corporation; Partner or
Trustee in private real estate ventures in Southwest Florida;
Director, Trustee, or Managing General Partner of the Funds;
formerly, President, Naples Property Management, Inc.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.;
Director, Trustee, or Managing General Partner of the Funds;
formerly, Vice Chairman and Director, PNC Bank, N.A., and PNC
Bank Corp. and Director, Ryan Homes, Inc.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director,
Trustee, or Managing General Partner of the Funds; formerly,
Director, Blue Cross of Massachusetts, Inc.
Lawrence D. Ellis, M.D.
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees,
University of Pittsburgh; Medical Director, University of Pittsburgh
Medical Center - Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist,
Oncologist, and Internist, Presbyterian and Montefiore
Hospitals; Director, Trustee, or Managing General Partner
of the Funds.
Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty;
Director, Eat'N Park Restaurants, Inc., and Statewide Settlement
Agency, Inc.; Director, Trustee, or Managing General Partner of
the Funds; formerly, Counsel, Horizon Financial, F.A., Western Region.
Peter E. Madden
225 Franklin Street
Boston, MA
Birthdate: April 16, 1942
Trustee
Consultant; State Representative, Commonwealth of Massachusetts;
Director, Trustee, or Managing General Partner of the Funds;
formerly, President, State Street Bank and Trust Company and
State Street Boston Corporation and Trustee, Lahey Clinic Foundation,
Inc.
Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center - Suite 674
Pittsburgh, PA
Birthdate: October 6, 1926
Trustee
Attorney-at-law; Partner, Henny, Kochuba, Meyer and Flaherty;
Chairman, Meritcare, Inc.; Director, Eat'N Park Restaurants,
Inc.; Director, Trustee, or Managing General Partner of the
Funds; formerly, Vice Chairman, Horizon Financial, F.A.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner,
Mollica, Murray and Hogue; Director, Trustee or Managing General Partner
of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, Foreign Policy and Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online
Computer Library Center, Inc., and U.S. Space Foundation;
Chairman, Czecho Slovak Management Center; Director, Trustee, or
Managing General Partner of the Funds; President Emeritus,
University of Pittsburgh; formerly, Chairman, National Advisory Council
for Environmental Policy and Technology.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: July 21, 1935
Trustee
Public relations/marketing consultant; Director, Trustee, or Managing
General Partner of the Funds.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
President
Executive Vice President and Trustee, Federated Investors;
Director, Federated Research Corp.; Chairman
and Director, Federated Securities Corp.; President or Vice
President of some of the Funds; Director or Trustee of some of
the Funds.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Vice President
President and Trustee, Federated Investors, Federated
Advisers, Federated Management, and Federated Research;
President and Director, Federated Research Corp.; President, Passport
Research, Ltd.; Trustee, Federated Administrative
Services, Federated Services Company, and
Federated Shareholder Services; President or Vice President of the
Funds; Director, Trustee, or Managing General Partner of
some of the Funds. Mr. Donahue is the son of John F. Donahue, Chairman
and Trustee of the Trust.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Vice President and Treasurer
Vice President, Treasurer, and Trustee, Federated Investors;
Vice President and Treasurer, Federated Advisers, Federated
Management, Federated Research, Federated Research
Corp., and Passport Research, Ltd.; Executive Vice President,
Treasurer, and Director, Federated Securities Corp.; Trustee,
Federated Services Company and Federated Shareholder
Services; Chairman, Treasurer, and Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds;
Vice President and Treasurer of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Vice President and Secretary
Vice President, Secretary, General Counsel, and Trustee, Federated
Investors; Vice President, Secretary, and
Trustee, Federated Advisers, Federated Management, and Federated
Research; Vice President and Secretary, Federated Research Corp.
and Passport Research, Ltd.; Trustee, Federated Services Company;
Executive Vice President, Secretary, and Trustee, Federated
Administrative Services; Secretary and Trustee, Federated
Shareholder Services; Executive Vice President and
Director, Federated Securities Corp.; Vice President and Secretary
of the Funds.
* This Trustee is deemed to be an "interested
person" as defined in the Investment Company Act of
1940, as amended.
@ Member of the Executive Committee. The
Executive Committee of the Board of Trustees handles the
responsibilities of the Board of Trustees between meetings of
the Board.
As used in the table above, "The Funds" and
"Funds" mean the following investment companies: American Leaders
Fund, Inc.; Annuity Management Series; Arrow Funds; Automated
Cash Management Trust; Automated Government Money Trust;
California Municipal Cash Trust; Cash Trust Series II; Cash Trust
Series, Inc.; DG Investor Series; Federated ARMs Fund;
Federated Exchange Fund, Ltd.; Federated GNMA Trust; Federated
Government Trust; Federated Growth Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust;
Federated Index Trust; Federated Institutional Trust;
Federated Intermediate Government Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Intermediate
Government Trust; Federated Short-Term U.S. Government Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated U.S.
Government Bond Fund; First Priority Funds; Fixed Income
Securities, Inc.; Fortress Adjustable Rate U.S. Government Fund,
Inc.; Fortress Municipal Income Fund, Inc.; Fortress Utility
Fund, Inc.; Fund for U.S. Government Securities, Inc.; Government
Income Securities, Inc.; High Yield Cash Trust;
Insight Institutional Series, Inc.; Insurance Management Series;
Intermediate Municipal Trust; International Series, Inc.;
Investment Series Funds, Inc.; Investment Series Trust; Liberty
Equity Income Fund, Inc.; Liberty High Income Bond Fund, Inc.;
Liberty Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Term Trust, Inc. -
1999; Liberty Utility Fund, Inc.; Liquid Cash Trust; Managed
Series Trust; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Trust;
Municipal Securities Income Trust; Newpoint Funds; New
York Municipal Cash Trust; 111 Corcoran Funds; Peachtree Funds;
The Planters Funds; RIMCO Monument Funds; The Shawmut
Funds; Short-Term Municipal Trust; Star Funds; The
Starburst Funds; The Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration Trust; Tax-Free
Instruments Trust; Trademark Funds; Trust for Financial
Institutions; Trust For Government Cash Reserves;
Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World
Investment Series, Inc.
Trust Ownership
Officers and Trustees own less than 1% of the Trust's outstanding
shares. As of April 11, 1995, no shareholders of record
owned 5% of more of the outstanding shares of the Trust.
Trustees Compensation
AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM TOTAL COMPENSATION PAID
TRUST TRUST* FROM FUND COMPLEX
John F. Donahue, Chairman
and Trustee $ -0- $ -0- for the Trust and
16 other investment companies in
the Fund Complex
John T. Conroy,
Trustee $ 3,371 $ 21,149 for the Trust and
16 other investment companies in the
Fund Complex
William J. Copeland,
Trustee $ 3,371 $ 21,149 for the Trust and
16 other investment companies in the
Fund Complex
James E. Dowd,
Trustee $ 3,371 $ 21,149 for the Trust and
16 other investment companies in the
Fund Complex
Lawrence D. Ellis,
Trustee $ 3,054 $ 19,184 for the Trust and
16 other investment companies in the
Fund Complex
Edward L. Flaherty,
Trustee $ 3,371 $ 21,149 for the Trust and
16 other investment companies in the
Fund Complex
Peter E. Madden,
Trustee $ 2,596 $ 16,332 for the Trust and
16 other investment companies in the
Fund Complex
Gregor F. Meyer,
Trustee $ 3,054 $ 19,184 for the Trust and
16 other investment companies in the
Fund Complex
John E. Murray,
Trustee $ -0- $ -0-for the Trust and
16 other investment companies in the
Fund Complex
Wesley W. Posvar,
Trustee $ 3,054 $ 19,184 for the Trust and
16 other investment companies in the
Fund Complex
Marjorie P. Smuts,
Trustee $ 3,054 $ 19,184 for the Trust and
16 other investment companies in the
Fund Complex
*Information is furnished for the fiscal year ended February 28,
1995.
Trustee Liability
The Trust's Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, they
are not protected against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of their
office.
Investment Advisory Services
Adviser to the Trust
The Trust's investment adviser, Passport Research, Ltd., was organized
as a Pennsylvania limited partnership in 1981. Federated Advisers is the
general partner of the adviser and has a 50.5% interest in the adviser.
The limited partner of the adviser is Edward D. Jones & Co., L.P. which
owns a 49.5% interest in the adviser. Federated Advisers is owned by FII
Holdings, Inc., a subsidiary of Federated Investors. All of the voting
securities of Federated Investors are owned by a trust, the Trustees of
which are John F. Donahue, his wife, and his son, J. Christopher
Donahue.
At any time, Edward D. Jones can require Federated Investors to
repurchase all of its partnership interest in the adviser at the then
current book value. Edward D. Jones cannot transfer, sell, or assign its
partnership interest in the adviser without first offering it to
Federated Investors.
As long as Edward D. Jones owns a partnership interest in the adviser,
it cannot acquire, organize, or cause the organization of any other
money market mutual fund or enter into arrangements with an investment
adviser or underwriter of any other money market mutual fund in which
Edward D. Jones will offer the shares of the other money market mutual
fund. Edward D. Jones has agreed not to solicit proxies in opposition to
management of the Trust unless a court of competent jurisdiction finds
the conduct of a majority of the Trustees constitutes willful
misfeasance, bad faith, gross negligence, or reckless disregard of its
duties.
All of the executive officers of the Trust, except J. Christopher
Donahue, are officers of the adviser. These relationships are described
under "Edward D. Jones & Co. Daily Passport Cash Trust
Management."
The adviser shall not be liable to the Trust or any shareholder for any
losses that may be sustained in the purchase, holding, or sale of any
security or for anything done or omitted by it, except acts or omissions
involving willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties imposed upon it by its contract with the Trust.
Advisory Fees
For its advisory services, Passport Research, Ltd. receives an annual
investment advisory fee as described in the prospectus. During the
fiscal years ended February 28, 1995, 1994, and
1993, the Trust's adviser earned $9,914,410, $9,874,011,
and $10,565,847, respectively. All advisory fees were
computed on the same basis as in the present contract described in the
prospectus.
State Expense Limitations
The adviser has undertaken to comply with the expense limitations
established by certain states for investment companies whose
shares are registered for sale in those states. If the Trust's
normal operating expenses (including the investment advisory fee,
but not including brokerage commissions, interest, taxes, and
extraordinary expenses) exceed 2-1/2% per year of the first $30
million of average net assets, 2% per year of the next $70 million
of average net assets, and 1-1/2% per year of the remaining
average net assets, the adviser will reimburse the Trust for its
expenses over the limitation.
If the Trust's monthly projected operating expenses exceed this
limitation, the investment advisory fee paid will be reduced by
the amount of the excess, subject to an annual adjustment. If the
expense limitation is exceeded, the amount to be reimbursed by the
adviser will be limited, in any single fiscal year, by the amount
of the investment advisory fee.
This arrangement is not part of the advisory contract and may be
amended or rescinded in the future.
Administrative Services
Federated Administrative Services, a subsidiary of Federated Investors,
and Edward D. Jones & Co., L.P., provide administrative personnel and
services to the Trust for a fee as described in the prospectus. Prior
to March 1, 1994, Federated Administrative Services, Inc., also a
subsidiary of Federated Investors, served as the Trust's Administrator.
(For purposes of this Statement of Additional Information, Federated
Administrative Services and Federated Administrative Services, Inc., may
hereinafter collectively be referred to as, the "Administrators".
For the fiscal years ended February 28, 1995, 1994, and,
1993, the Administrators collectively earned $ 819,872, $809,742, and
$699,338, respectively. Dr. Henry J. Gailliot, an officer of
Passport Research Ltd., the adviser to the Trust, holds
approximately 15% and 20%, respectively, of the outstanding common stock
and serves as a director of Commercial Data Services,
Inc., a company which provides computer processing services to Federated
Administrative Services.
Shareholder Services Plan
This arrangement permits the payment of fees to Federated Shareholder
Services and, indirectly, to financial institutions to
cause services to be provided to shareholders by a representative who
has knowledge of the shareholder's particular circumstances and goals.
These activities and services may include, but are not limited to,
providing office space, equipment, telephone facilities, and various
clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic
investments of client account cash balances; answering routine client
inquiries; and assisting clients in changing dividend options, account
designations, and addresses. For the fiscal year ended February 28,
1995, and for the fiscal period ending February 28, 1994, payments
in the amount of $5,415,277 and $2,218,473, respectively
were made pursuant to the Shareholder Services Plan, all of which
were paid to financial institutions.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of
portfolio instruments, the adviser looks for prompt execution of the
order at a favorable price. In working with dealers, the adviser will
generally utilize those who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the order can
be obtained elsewhere. The adviser makes decisions on portfolio
transactions and selects brokers and dealers subject to review by the
Trustees.
The adviser may select brokers and dealers who offer brokerage and
research services. These services may be furnished directly to the Trust
or to the adviser and may include:
- advice as to the advisability of investing in securities;
- security analysis and reports;
- economic studies;
- industry studies;
- receipt of quotations for portfolio evaluations; and
- similar services.
The adviser and its affiliates exercise reasonable business judgment in
selecting brokers who offer brokerage and research services to execute
securities transactions. They determine in good faith that commissions
charged by such persons are reasonable in relationship to the value of
the brokerage and research services provided.
Research services provided by brokers may be used by the adviser or by
affiliates of Federated Investors, in advising Federated Funds and other
accounts. To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might otherwise have
paid, it would tend to reduce their expenses.
Tax Status
The Trust's Tax Status
The Trust will pay no federal income tax because it expects to meet the
requirements of Subchapter M of the Internal Revenue Code applicable to
regulated investment companies and to receive the special tax treatment
afforded to such companies. To qualify for this treatment, the Trust
must, among other requirements:
- derive at least 90% of its gross income from dividends,
interest, and gains from the sale of securities;
- derive less than 30% of its gross income from the sale of
securities held less than three months;
- invest in securities within certain statutory limits; and
- distribute to its shareholders at least 90% of its net
income earned during the year.
Shareholders' Tax Status
Shareholders are subject to federal income tax on dividends received as
additional shares. No portion of any income dividend paid by the Trust
is eligible for the dividends received deduction available to
corporations. These dividends, and any short-term capital gains, are
taxable as ordinary income.
Capital Gains
Because the Trust invests primarily for income and because it
normally holds portfolio instruments to maturity, it is not
expected to realize long-term capital gains.
Yield
The Trust's yield for the seven-day period ended February 28,
1995 was 5.11%.
The Trust calculates its yield, based upon the seven days ending on the
day of the calculation, called the "base period." This yield is computed
by:
- determining the net change in the value of a hypothetical
account with a balance of one share at the beginning of the base
period, with the net change excluding capital changes but
including the value of any additional shares purchased with
dividends earned from the original one share and all dividends
declared on the original and any purchased shares;
- dividing the net change in the account's value by the value
of the account at the beginning of the base period to determine
the base period return; and
- multiplying the base period return by (365/7).
To the extent that financial institutions and broker/dealers charge fees
in connection with services provided in conjunction with an investment
in the Trust, the performance will be reduced for those shareholders
paying those fees.
Effective Yield
The Trust's effective yield for the seven-day period ended February 28,
1995 was 5.24%.
The Trust's effective yield is computed by compounding the unannualized
base period return by:
- adding 1 to the base period return;
- raising the sum to the 365/7th power; and
- subtracting 1 from the result.
Performance Comparisons
The Trust's performance depends upon such variables as:
- portfolio quality;
- average portfolio maturity;
- type of instruments in which the portfolio is invested;
- changes in interest rates on money market instruments;
changes in Trust expenses; and
- the relative amount of Trust cash flow.
Investors may use financial publications and/or indices to obtain a more
complete view of the Trust's performance. When comparing performance,
investors should consider all relevant factors such as the composition
of any index used, prevailing market conditions, portfolio compositions
of other funds, and methods used to value portfolio securities and
compute offering price. The financial publications and/or indices which
the Trust uses in advertising may include:
- Lipper Analytical Services, Inc., ranks funds in various
fund categories by making comparative calculations using total
return. Total return assumes the reinvestment of all income
dividends and capital gains distributions, if any. From time to
time, the Trust will quote its Lipper ranking in the "money market
instruments" category in advertising and sales literature.
Advertisements and other sales literature for the Trust may refer to
total return. Total return is the historic change in the value of an
investment in the Trust based on the monthly reinvestment of dividends
over a specified period of time.
From time to time as it deems appropriate, the Trust may advertise its
performance using charts, graphs, and descriptions, compared to
federally insured bank products including certificates of deposit and
time deposits.
480023100
8032801B (4/95)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and Exhibits:
(a) Financial Statements (Filed in Part A)
(b) Exhibits:
(1) Conformed copy of the Declaration of Trust as amended +
(2) Copy of By-Laws of the Registrant as amended +
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of Beneficial
Interest of the Registrant +;
(5) Conformed copy of the Investment Advisory Contract of
the Registrant (11);
(6) (i) Conformed copy of Distributor's Contract
(11);
(ii) Copy of the Selling Group Agreement +;
(7) Not applicable;
(8) (i) Conformed copy of the revised Custodian
Agreement of the Registrant +
(ii) Conformed copy of the revised Transfer Agency
and Service Agreement +;
(9) (i) Conformed copy of Administrative
Services Agreement +
(ii) Conformed copy of Shareholder
Services Agreement +
(iii) Conformed copy of Shareholder
Services Sub- Contract +
(iv) Conformed copy of Shareholder Services Plan;
(14)
(10) Conformed copy of Opinion and Consent of Counsel
as to Legality of Shares being registered +;
(11) Conformed copy of Consent of Independent
Accountants;+
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding +;
(14) Not applicable
(15) Not applicable;
(16) Conformed copy of Schedule for Computation of
Yield Calculation (9.);
(17) Copy of Financial Data Schedule +
(18) Not applicable
(19) Conformed copy of Power of Attorney +;
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 18 on Form N-1A filed April 22, 1989. (File Nos. 2-66437
and 811-2993)
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed February 20, 1990. (File Nos. 2-
66437 and 811-2993)
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 29 on Form N1-A filed April 22, 1994. (File Nos. 2-66437
and 811-2993)
+ All exhibits have been filed electronically.
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 April 18, 1995
Shares of Beneficial Interest 464,156
(no par value)
Item 27. Indemnification: (11.)
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 five of
the Officers of the investment adviser are included in Part B of
this Registration Statement.
The remaining officers of the Adviser are: William D. Dawson,
III, J. Thomas Madden, and Mark L. Mallon, Executive Vice
Presidents; Henry J. Gailliot, Senior Vice President-Economist;
Peter R. Anderson, and J. Alan Minteer, Senior Vice Presidents; J.
Scott Albrecht, Randall A. Bauer, David A. Briggs, Jonathan C.
Conley, Deborah A. Cunningham, Michael P. Donnelly, Mark E,
Durbiano, Kathleen M. Foody-Malus, Thomas M. Franks, Edward C.
Gonzales, Jeff A. Kozemchak, Marian R. Marinack, John W.
McGonigle, Gregory M. Melvin, Susan M. Nason, Mary Jo Ochson,
Robert J. Ostrowski, Frederick L. Plautz, Jr., Charles A. Ritter,
James D. Roberge, Sandra L. Weber and Christopher H. Wiles, Vice
Presidents; Joseph M. Balestrino, Michael P. Donnelly, Linda Anne
Duessel, Susan R. Hill, Timothy Keefe, and Paige Wilhelm,
Assistant Vice Presidents; David M. Taylor, Controller; S. Elliott
Cohan, J. Christopher Donahue and Richard B. Fisher, Assistant
Secretaries. These officers also hold the same positions with a
majority of the Investment Advisers to the Funds listed in Part B
of this amendment to the Registration Statement.
Item 29. Principal Underwriters:
None
11. 11. Response is incorporated by reference to Registrant's Post-
Effective Amendment No. 20 on Form N-1A filed February 20, 1990. (File
Nos. 2-66437 and 811-2993)
(b) Edward D. Jones & Co. L.P. is a limited partnership. However,
the general partner is EDJ Holding Company, Inc., and the
sole limited partner is The Jones Financial Companies, a
Limited Partnership. Listed below are the names of the
general principals of The Jones Financial Companies, a
Limited Partnership. The address for each of the foregoing
general principals is: 201 Progress Parkway, Maryland
Heights, Missouri 63043. None of the general principals hold
offices or positions with the Registrant.
Warren K. Akerson Investment Representative (IR)
Allan J. Anderson IR Development
John W. Bachmann Managing Principal
Thomas M. Bartow Advanced IR Training
James D. Bashor IR -Regional Leader
Robert J. Beck Municipal Bonds
Roger W. Bennett IR - Regional Leader
John D. Beuerlein IR Development
John S. Borota Sales Recruiting
William H. Broderick III Equity Marketing
Morton L. Brown Managed Asset Services
Spencer Burke Investment Banking
Daniel A. Burkhardt Investment Banking
Jack L. Cahill IR Development
Brett A. Campbell New IR Marketing
Donald H. Carter IR - Regional Leader
John J. Caruso Advanced Technology
Guy R. Cascella IR - Regional Leader
Craig E. Christell IR - Regional Leader
Richard A. Christensen Jr. Mutual Funds Processing
Robert J. Ciapciak Marketing Research
David W. Clapp IR Development
Staphen P. Clement Video
Cheryl J. Cook-Schneider Compliance ACD
Loyola A. Cronin Branch Staff Training
Stan Cunningham IR - Regional Leader
H.J. Daily IR - Regional Leader
Cynthia Doria Legal
Terry A. Doyle IR - Regional Leader
William T. Dwyer IR - Regional Leader
Abe W. Dye IR Development
Norman L. Eaker Security Processing
R. Allen Eaker IR - Regional Leader
Kevin Eberle IR - Regional Leader
Michael J. Esser Advanced IR Training
Kevin N. Flatt Fixed Income Marketing
John A. Fowler Customer Tax Support
Steve Fraser Security Processing
Colleen Geraty Advertising
Chris A. Gilkison Branch Locations
Barbara G. Gilman Trust Marketing
Steven L. Goldberg Central Services
Ron Gorgen Field Services
Robert L. Gregory Sales Recruiting
Kevin C. Haarberg IR - Regional Leader
Patricia F. Hannum Marketing Services
Stephen P. Harrison IR - Regional Leader
James W. Harrod IR Development
David L. Hayes IR - Regional Leader
Randy K. Haynes New Branch Services
John M. Hess IR - Regional Leader
Mary Beth Heying Communications
Douglas E. Hill Marketing Division
Don R. Howard IR - Regional Leader
Earl Hull Jr. IR - Regional Leader
Stephen M. Hull IR - Regional Leader
Glenn Hunn Data Processing Administration
Gary R. Hunziker IR - Regional Leader
Paul C. Husted IR - Regional Leader
Thomas Iorio IR - Regional Leader
Mellany F. Isom Sales Recruiting
Myles P. Kelly St. Louis Accounting
Timothy J. Kirley Customer Segments
Jim Krekeler Investment Banking
Gharles R. Larimore Branch Administration Division
Ronald E. Lemonds Equities
Mark Leverenz Securities Processing
Michele Liebman Usability Lab
Richie L. Malone Data Processing Division
Richard G. McCarty Jr. IR - Regional Leader
James A. McKenzie IR - Regional Leader
Tom Migneron Internal Audit
Richard G. Miller Jr IR - Regional Leader
Thomas W. Miltenberger Mutual Funds Marketing
Merry L. Mosbacher Investment Banking
Joseph M. Mott III Insurance Marketing
Matthew B. Myre IR - Regional Leader
Rodger W. Naugle IR -Regional Leader
Steven Novik Accounting
Cynthia A. Paquette Application Services
Robert K. Pearce Jr. Human Resources
Darryl L. Pope Operations Division
Gary D. Reamey Canada Division
James L. Regnier IR Bonus Team
Ray L. Robbins Jr. Research
Steve Roberts Compliance
Wann V. Robinson IR - Regional Leader
Doug Rosen IR - Regional Leader
Harry John Sauer III Income Distribution/Customer Loan
Philip R. Schwab Debt Syndicate
Robert D. Seibel IR - Regional Leader
Festus W. Shaughnessy III New IR Training
Connie W. Silverstein Sales Hiring
Alan F. Skrainka Research Marketing
John S. Sloop Sr. IR Development
Ronald H. Smith IR - Regional Leader
Lawrence R. Sobol Legal
Edward Soule Accounting Division
Lawrence E. Thomas Government Bonds
Terry R. Tucker Telecommunications/Computer
Operations
Richard G. Unnerstall DP Training/Capcaity Planning
Robert L. Virgil Jr. Management Training
Jo Ann Von Bergen Cash Operations
Doanld E. Walter Compliance Division
Brdley T. Wastler IR Training
James D. Weddle IR Development
Vicki Westall Product Review
Thomas J. Westphal Customer Reporting
Heidi Whitfield Product Review
Robert D. Williams IR -Regional Leader
Allen T. Woodward IR Development
Price P. Woodward IR - Regional Leader
Alan T. Wright Investment Banking
Brad Ytterberg Customer Seq.
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:
Edward D. Jones & Co. Daily Federated Investors Tower
Passport Cash Trust Pittsburgh, Pennsylvania
15222-3779
State Street Bank and Trust
Company ("Custodian") Boston, Massachusetts 02105
Federated Service Company Federated Investors Tower
("Transfer Agent and Pittsburgh, Pennsylvania
Dividend Disbursing Agent") 15222-3779
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, Pennsylvania
15222-3779
Passport Research, Ltd. Federated Investors Tower
("Adviser") Pittsburgh, Pennsylvania
15222-3779
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, EDWARD D. JONES & CO.
DAILY PASSPORT CASH 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 20th day of April, 1995.
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
BY: /s/Charles H. Field
Charles H. Field, Assistant Secretary
Attorney in Fact for John F. Donahue
April 20, 1995
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 April 20, 1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Vice President and Treasurer
(Principal Financial and
Accounting Officer)
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
* By Power of Attorney
Exhibit (11) under N-1A
Exhibit 23 under Item 601/Reg
SK
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Independent Auditors" and to the use of our report
dated April 12, 1995, in Post-Effective Amendment Number 31 to the
Registration Statement (Form N-1A Number 2-66437 and the related
Prospectus of Edward D. Jones & Co. Daily Passport Cash Trust dated
April 30, 1995.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
April 18, 1995
Exhibit 19 under Form N-1A
Exhibit 24 under Item 601/Reg. S-K
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of (**SEE BELOW**) and
the Assistant General Counsel of Federated Investors, and each of them,
their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names, place and
stead, in any and all capacities, to sign any and all documents to be
filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, by means of the EDGAR; and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents, and each of them, full power and
authority to sign and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents
and purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or
any of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.
SIGNATURES TITLE DATE
/s/ John F. Donahue Chairman and Trustee April 13, 1995
John F. Donahue (Chief Executive Officer)
/s/ Richard B. Fisher President April 13, 1995
John F. Donahue
/s/ Edward C. Gonzales Vice President and Treasurer April 13,
1995
Edward C. Gonzales (Principal Financial and
Accounting Officer)
/s/ John T. Conroy, Jr. Trustee April 13, 1995
John T. Conroy, Jr.
/s/ William J. Copeland Trustee April 13, 1995
William J. Copeland
/s/ James E. Dowd Trustee April 13, 1995
James E. Dowd
** EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
SIGNATURES TITLE DATE
/s/ James E. Dowd Trustee April 13, 1995
James E. Dowd
/s/ Lawrence D. Ellis, M.D. Trustee April 13, 1995
Lawrence D. Ellis, M.D.
/s/ Edward L. Flaherty, Jr. Trustee April 13, 1995
Edward L. Flaherty, Jr.
/s/ Peter E. Madden Trustee April 13, 1995
Peter E. Madden
/s/ Gregor F. Meyer Trustee April 13, 1995
Gregor F. Meyer
/s/ John E. Murray, Jr. Trustee April 13, 1995
John E. Murray, Jr.
/s/ Wesley W. Posvar Trustee April 13, 1995
Wesley W. Posvar
/s/ Marjorie P. Smuts Trustee April 13, 1995
Marjorie P. Smuts
Sworn to and subscribed before me this 13th day of April, 1995
Marie M Hamm
Notarial Seal
Marie M. Hamm, Notary Public
Plum Boro, Allegheny County
My Comission Expires Sept. 16, 1996
Member, Pennsylvania Association of Notaries
Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
BROKERS TRUST FOR SHORT-TERM U.S. GOVERNMENT OBLIGATIONS
DECLARATION OF TRUST
Dated
January 9, 1980
DECLARATION OF TRUST made January 9, 1980 by John F. Donahue,
Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar, Edward E.
Smuts, Thomas J. Donnelley, Gregor F. Meyer, and Edward L. Flaherty, Jr.
WHEREAS the Trustees desire to establish a trust fund for the
investment and reinvestment of funds contributed thereto;
NOW THEREFORE, The Trustees declare that all money and property
contributed to the thrust fund hereunder shall be held and managed under
this Declaration of Trust IN TRUST as herein set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name. This Trust shall be known as the "BROKERS TRUST
FOR SHORT-TERM U.S. GOVERNMENT OBLIGATIONS".
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 BROKERS TRUST FOR SHORT-TERM
U.S. GOVERNMENT OBLIGATIONS;
(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 U.S. Government Obligations.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into transferable
Shares, without par value, each of which shall represent an equal
proportionate interest in the Trust with each other Share 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.
Section 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 (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
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 Trustees 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 any 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.
Donnelley, Gregor F. Meyer, and Edward L. Flaherty, Jr.
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 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 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
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) not 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, ect. of a Trustee. The
death, resignation, retirement, removal, or mental pr physical
incapacity of the Trustees, or any one of them, shall not operate to
annual 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 than as Trustee hereunder by the Trustees or any
successor Trustee. All of the assets of the Trust shall be deemed to
have a severable ownership in any individual asset of the Trust or any
right or 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
investments, but shall have full authority and power to make any and all
investments 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 invest funds in their hand in obligations
issued or guaranteed by the United States of America or any agency
or instrumentality thereof, or in "when-issued" or delayed-
delivery" contracts for any such obligations or in any repurchase
agreement (agreements under which the seller agrees at the time of
sale to repurchase the instrument at an agreed time and price), or
retain Trust assets in cash, and from time to time change the
investments 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 that 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 the 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 limitation, 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
persons 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 any evidence that
the Trustees may deem sufficient (such powers shall include
without limitation 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
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 and 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 the Trustees may issue and sell or cause to be
issued or sold Shares of the Trust to and 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 trustee 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 shareholder, Trustees, officers, employees or agents of
the Trust or their affiliated 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 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 and
disbursements, including, without limitation, 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 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 of every
kind; expenses of issue (including cost of share certificates),
purchase, 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 non recurring 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, principal underwriters
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 shall not preclude the Trust from directly paying any of the
aforementioned fees and expenses.
Section 2. Trustee Compensation. The Trustee shall be entitled
to compensation from the Trust for their respective services as
Trustees, to be determined from time to time by 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 provisions 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 instruments 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 instruments for the account of the
Trust and to determine what firms shall participate in any such
transactions or shall share in commissions 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 non exclusive
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 discretion determine
not inconsistent with the provisions of this Article VII; and such
contract may also provide for the repurchase of 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 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
adviser 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 those 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 Share shall be entitled to
one vote as to any matter on which it is entitled to vote, and each
fractional Share 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.
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-forth 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 matter holding a
majority of the Shares present entitled to vote on such matter may be
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 though 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 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 Trustees 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 agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the 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 distribute 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 approved 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 State 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 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
fungible 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
dividends, 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 this 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 any 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 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 Shareholder, 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 Trustees next after
said deposit. Record with seven (7) days after the date upon which the
request (and, if required, such other instruments or authorizations of
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 if 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
of (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 to 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 Trustee 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 discretion 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 Trustees or officer
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 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 Trustee 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 and emergency exists as a
result of which disposal by the Trust of securities owned by it is not
reasonably practicable, or it is not reasonably practicable for the
Trust fairly to determine the value of its net assets, or (d) during
such other period 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
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 terminate in any event on the first day on
which said stock exchange 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 closing, (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 or 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).
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 be 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 of, 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 the 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. Liability and indemnification of Shareholders. The
Trustees, officers, employees or agents of the Trust shall have no 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 to 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 cost 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 of 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 of 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 h their actions are in the best interest of the
Trust, the Trustee and officers shall not responsible for or liable in
any event for neglect or wrongdoing by them or any officer, agent,
employee, investment adviser or principal under of the Trust or 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 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, Trust, 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 reasonably 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, venture, trust or other enterprise at a
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.
(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 now or 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 Trustees, 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
declared 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 of 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, conversation 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 Trust.
(a) This Trust shall continue without limitation of time but
subject to the provisions of 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 be 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 offices 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 officer 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
declaration of trust has been made and as to any matters in connection
to the Trust hereunder, and with the same effect as if it were the
original, may on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such supplemental declaration of
trust. In 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 an 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 be governed by and constructed 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 the initial issuance of Shares
pursuant to the second sentence of Section 3 of Article II, 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 of 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.
Section 8. The Trust acknowledges 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, distributor, or other business enterprise, and to
withdraw from the Trust the use of the name "Federated."
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, Jr. Gregor F. Meyer
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on January 9, 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
LORETTA YAGESH, Notary Public
Pittsburgh, Allegheny County, PA
My Commission Expires Aug. 23, 1982
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
(Formerly known as BROKERS TRUST FOR SHORT-TERM
U.S. GOVERNMENT OBLIGATIONS)
AMENDMENT NO. 1 to
DECLARATION OF TRUST (Dated January 9, 1980)
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 Trustees 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
Article VI Trustees' Expenses and Compensation 11
1. Trustee Reimbursement 11
2. Trustee Compensation 12
Article VII Investment Adviser, Administrative Services,
Principal Underwriter and Transfer Agent 13
1. Investment Adviser 12
2. Administrative Services 13
3. Principal Underwriter 13
4. Transfer Agent 14
5. Provisions and Amendments 14
Article VIII Shareholders' 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 Limiltation 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
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
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
(Formerly known as BROKERS TRUST FOR SHORT-TERM
U.S. GOVERNMENT OBLIGATIONS)
AMENDMENT NO. 1 to
DECLARATION OF TRUST (Dated January 9, 1980)
THIS AMENDMENT to the DECLARATION OF TRUST is made this 7th day of
February, 1980.
WHEREAS, the trustees executed a Declaration of Trust among
themselves on January 9, 1980, 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, THEREFORE, the t 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 "EDWARD D.
JONES & CO. DAILY PASSPORT CASH 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 EDWARD D. JONES & CO. DAILY
PASSPORT CASH 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 at all times be divided into transferable
Shares, without par value, each of which shall represent an equal
proportionate interest in the Trust with each other Share 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.
Section 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.
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 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 Trustees 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 any 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, Gregor F. Meyer, and Edward L. Flaherty, Jr.
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 case a vacancy shall,
by reason of an increase in number, or for any 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 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 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 Trustees, 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 than as 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
POWER 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
investments, but shall have full authority and power to make any and all
investments 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 limitation in this Declaration of Trust or in
the By-Laws of the Trust.
(a) To buy, and invest 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,
notes or other evidences or issued or guaranteed by the United
States of America or any agency or State of the United States, or
by 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 the
security at an agreed time and price), or retain Trust assets in
cash, and from time to time change the investments 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 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 the 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 limitation, 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
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 any evidence that
the Trustees may deem sufficient (such powers shall include
without limitation 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
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
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,
except in connection with any borrowing described herein and in
amounts not in excess of the lesser of the dollar amounts borrowed
or 10% of the value of the Trust's total assets at the time of
such borrowing.
(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 the Trustees may issue and sell or cause to be
issued or sold Shares of the Trust to and 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 and
disbursements, including, without limitation, 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 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 its officers
as agents and salesmen under federal and state laws and regulations;
interest expense, taxes, fees and commissions of every kind; expenses of
issue (including cost of share certificates), purchase, 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 non recurring 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 any contract obligation to indemnify
principal underwriters under Section 3 of Article VII 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 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 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 ant 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 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
and/or statistical and factual information from the sub-investment
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 provisions 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 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
transactions or shall share in commissions 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 non-exclusive
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 (including indemnification of principal
underwriters allowable under applicable law and regulation) as the
Trustees may in their discretion determine not inconsistent with the
provisions of this Article VII; and such contract may also provide 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 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
adviser 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 Share shall be entitled to
one vote as to any matter on which it is entitled to vote, and each
fractional Share 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.
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 though 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 cast 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 Trustees 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 agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the By-Laws of the Trust:
(1) To receive and hold 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 approved 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 securities exchange or a national securities
association registered with the Commission under the Securities Exchange
Act of 1934, or such other persons 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
fungible 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 dividends,
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 this 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 additional 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 any 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 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 authorization
of 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 if 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 at such time or times as the Trustees shall in their
discretion 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 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.
Section 4. Net Asset Value of Shares. The net asset value of
each Share of the Trust outstanding shall be determined at such time or
times as may be determined 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 be 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 the 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 no 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 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 Trustee 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 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 all
expenses reasonably 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 become 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.
(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 now or 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 on 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
declared 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 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 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 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 Trust.
(a) This Trust shall continue without limitation of time but
subject to the provisions of 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 be 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
interests 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. Offices 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 offices 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 government 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 of any such supplemental
declaration of trust. In 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
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 the 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 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.
Section 8. The Trust acknowledges that Edward D. Jones & Co. has
reserved the right to grant the non-exclusive use of the name "Edward D.
Jones & Co." 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 name "Edward D. Jones & Co."
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, Jr. Gregor F. Meyer
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on February 7, 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, 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
LORETTA YAGESH, Notary Public
Pittsburgh, Allegheny County, PA
My Commission Expires Aug. 23, 1982
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
AMENDMENT NO. 2 to
DECLARATION OF TRUST
(Dated January 9, 1980)
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
Article VI Trustees' Expenses and Compensation 11
1. Trustee Reimbursement 11
2. Trustee Compensation 12
Article VII Investment Adviser, Administrative Services,
Principal Underwriter and Transfer Agent 13
1. Investment Adviser 12
2. Administrative Services 13
3. Principal Underwriter 13
4. Transfer Agent 14
5. Provisions and Amendments 14
Article VIII Shareholders' 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
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
EDWARD D. JONES DAILY PASSPORT CASH TRUST
AMENDMENT NO. 2 TO
DECLARATION OF TRUST
(Dated January 9, 1980)
THIS AMENDMENT to the DECLARATION OF TRUST is made this 29th day of
September , 1981.
WHEREAS the Trustees executed a Declaration of Trust among themselves
on January 9, 1980 creating a Massachusetts Business Trust for the investment
and reinvestment of funds contributed thereto;
WHEREAS, pursuant to Section 7 of Article XII of the Declaration of
Trust, the Trustees desire to amend the Declaration of Trust;
NOW, THEREFORE, 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 "EDWARD D. JONES &
CO. DAILY PASSPORT CASH 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 EDWARD D. JONES & CO. DAILY PASSPORT
CASH 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 at all times be divided into transferable Shares, without par
value, each of which shall represent an equal proportionate interest in the
Trust with each other Share 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.
Section 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 (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 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
Trustees 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 any 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 describe 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, Gregor F. Meyer,
and Edward L. Flaherty, Jr.
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 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 a
foresaid 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 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, provide 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 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 than as 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
POWER 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 of future laws
or customs in regard to trust investments, but shall have full authority and
power to make any and all investments 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 invest 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, notes or other evidences
or indebtedness issued by any corporation, trust or association,
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 retain Trust assets in cash,
and from time to time change the investments 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 that 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 the 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
limitation, 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 to attorney 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 any evidence that the Trustees may deemed
sufficient (such powers shall include without limitation 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
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 instruments. The Trust may also enter into
reverse repurchase agreements in amounts not in excess of one-third of
its total assets in order to meet redemption requests without
immediately selling any portfolio instruments. The Trustees shall not
pledge, mortgage or hypothecate the assets of the Trust, except in
connection with any borrowing described in (a) and (b) and in amounts
not in excess of the lesser of the dollar amounts borrowed or 10% of
the value of the Trust's total assets at the time of such borrowing.
(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 film 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 the Trustees may issue and sell or cause to be issued or sold Shares of
the Trust to and 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 viodable by reason of the existence of any such
relationship, nor shall nay 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 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 Section 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 XI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement. The Trustees shall be reimbursed
from the Trust estate for all of their expenses and disbursement, including,
without limitation, expenses or 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 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 of every kind; expenses or issue
(including cost of share certificates), purchase, 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 any contract obligation to
indemnify principal underwriters under Section 3 of Article VII 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 shall not preclude the Trust 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 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 Trustee 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 and/or 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
provisions 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 purchase, sales or exchanges of portfolio
securities of the Trust on behalf of the Trustees or may authorize any
officer or Trustee to effect such purchase, 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 transactions or shall share in
commissions 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 a 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 (including
indemnification of principal underwriters allowable under applicable law and
regulation) as the Trustees may in their discretion determine not
inconsistent with the provisions of this Article VII; and such contract may
also provide 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
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 adviser 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 Share shall be
entitled to one vote as to any matter on which it is entitled to vote, and
each fractional Share 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.
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
Shareholder 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 though held when originally convened. Subject to any
applicable requirement of law or of this Declaration of Trust or by 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 cast 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 Trustees 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 agent, but
subject to such restrictions, limitations and other requirements, if any, as
may be contained in the 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-
custodian 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 approved 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
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 fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities, provided that all such despots
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 dividends,
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 this 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 additional
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 any
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
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 authorization 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 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, any he may withdraw his
request (or such other instruments or authorizations of transfer) from
deposit if 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 exceeding the net asset value per Shares
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 deterring 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 in their discretion determine. Such
determination shall be made in accordance with generally accepted accounting
principals and practices and may include realized and/or unrealized gains
from the sale or other disposition of securities or other property of the
Trust.
Section 4. Net Asset Value of Shares. The net asset value of each
Share of the Trust outstanding shall be determined at such time or times as
may be determined 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 pat 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 be 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 the 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 no 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 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 of
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 Trustee 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 Shareholder 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
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
reasonably 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.
(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 serverable, shall not
affect any other rights to which any Trustee, officer, employee or agent may
now or 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 untimely 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
declared 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 is 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 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 purposes, 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 Trust.
(a) This Trust shall continue without limitation of time but subject
to the provisions of 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 be 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. Offices 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 offices 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
of any such supplemental declaration of trust. In 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 an 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 the 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 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.
Section 8. The Trust acknowledges that Edward D. Jones & Co. has
reserved the right to grant the non-exclusive use of the name "Edward D.
Jones & Co." 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 name "Edward D. Jones & Co."
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, Jr. Gregor F. Meyer
COMMONWEALTH OF PENNSYLVANIA )
: ss:
COUNTY OF ALLEGHENY )
I hereby certify that on September 29, 1981 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
LORETTA YAGESH, Notary Public
Pittsburgh, Allegheny County, PA
My Commission Expires Aug. 23, 1982
Exhibit 2 under Form N-1A
Exhibit 3(b) under Item 601/Reg. S-K
EDWARD D. JONES & CO.
DAILY PASSPORT CASH TRUST
OUTLINE OF BY-LAWS
Page
Article I Officers and Their Election 1
1. Officers 1
2. Election of Officers 1
3. Resignation and Removals and Vacancies 1
Article II Powers and Duties of Transfer and Officers 1
1. Trustees 1
2. Chairman of the 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 Treasurer 2
9. Salaries 3
Article III Powers and Duties of the Executive and 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
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 Inspection 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 of Shareholders 9
Article XIV Books and Records 9
BY-LAWS
of
EDWARD D. JONES & CO.
DAILY PASSPORT CASH TRUST
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be 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 Vice President(s),
Treasurer and Secretary shall be chosen annually by the Trustees. The
President shall be chosen annually by and from the Trustees.
Two or more offices may be held by a single person
except the offices of President and Secretary. The officers shall hold
office until their successors are chosen and qualified.
Section 3. Resignations and Removal and Vacancies. Any
officer of the Trust may resign by filing a written resignation with the
President 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
POWERS 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 of the Trustees, if there be a Chairman, shall preside at the
meetings of shareholders and of the Trustees. He shall receive such
information and reports as he may request from the Officers of the
Trust. He shall counsel and advise the President on matters of major
importance.
Section 3. President. The President 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. In the absence of a
Chairman, the President shall preside at the meetings of shareholders
and of the Trustees and shall appoint a Trustee to preside at such
meetings in his absence, with the approval of the Trustees.
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 President 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, President 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 with Article IX of the Declaration of Trust.
The Treasurer shall perform such duties additional to the foregoing as
the Trustees, President 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 President.
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 have
such further powers and perform such other duties as may be assigned to
them respectively by the Trustees or the Executive Committee or the
President.
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 President 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 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 or 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 Executive Committee. During the
intervals between the 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 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 fee 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 member 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 President 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, President
or the shareholders so requesting may, in the name of the Secretary,
call the meeting by giving notice thereof in the manner required when
notice is given by the Secretary.
Section 2. Notices. Except as above provided, notices of any
special meeting of the shareholders 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 is 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 be 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
the number of Trustees made by the Trustees pursuant to the foregoing
authorization.
Section 2. Special Meeting. Special meetings of the Trustees
shall be called by the Secretary at the written request of the President
or any Trustee, and if the Secretary when so requested refuses or fails
for more than twenty-four hours to call such meeting by giving due
notice in the manner required when notice is given by the Secretary.
Section 3. Regular Meeting. 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 Trustees
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 of 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 assent 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 Resolutions 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 otherwise, 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 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 officer as of the date 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 by
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 or 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 of
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:
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST - 1980
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months
ending on the last day of February 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 be 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 Massachusetts at
such office or agency of the Trust as may be from time to time
determined by the Trustees.
Amendment No. 1 to By-Laws
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
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.
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 3. President. The President 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, 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. In
the absence of a Chairman, the President shall preside at the meetings
of shareholders.
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.
EDWARD D. JONES & CO. DAILY
PASSPORT CASH TRUST
BY-LAWS
AS RESTATED AND AMENDED
(Effective February 2, 1987)
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
OUTLINE OF BY-LAWS
Page
Article I Officers and Their Election 1
1. Officers 1
2. Election of Officers 1
3. Resignation and Removals and Vacancies 1
Article II Powers and Duties of Transfer and Officers 1
1. Trustees 1
2. Chairman of the 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 Treasurer 2
9. Salaries 3
Article III Powers and Duties of the Executive and 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
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 Inspection 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 of Shareholders 9
Article XIV Books and Records 9
BY-LAWS
of
EDWARD D. JONES & CO. DAILY PASSPORT CASH 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, The 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.
Two or more offices may be held by a single person
except the offices of President and Secretary. The officers shall hold
office until their successors are chosen and qualified.
Section 3. Resignations and Removal 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
POWERS 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 of
the Trustees. The Chairman shall appoint a Trustee or officer to
preside at such meetings in his absence.
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 President 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 with 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 have
such further powers and perform such other duties as may be assigned to
them respectively by the Trustees or the Executive Committee or 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. 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 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 or 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 Executive Committee. During the
intervals between the 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 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 fee 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 member 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 the 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 meeting of the shareholders 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 is 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 be 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
the number of Trustees made by the Trustees pursuant to the foregoing
authorization.
Section 2. Special Meeting. 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 Meeting. 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 of 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 assent 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 Resolutions 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 otherwise, 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 officer as of the date 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 by
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 or 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 of
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:
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST - 1980
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve months
ending on the last day of February 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 be 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 Massachusetts at
such office or agency of the Trust as may be from time to time
determined by the Trustees.
Exhibit 4 under Form N-1A
Exhibit 3(c) under Item 601/Reg. S-K
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
Number Shares
_____ _____
Account No. Alpha Code See Reverse Side For
Certain Definitions
THIS IS TO CERTIFY THAT is the owner of
CUSIP_____________
Fully Paid and Non-Assessable Shares of Beneficial Interest of EDWARD D.
JONES & CO. DIALLY PASSPORT CASH 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: EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
Corporate Seal
1980
Massachusetts
Treasurer Chairman
ALL PERSON DEALING WITH EDWARD D. JONES & CO. DAILY PASSPORT CASH 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 SHAREHOLDER OF THE TRUST ASSUME NO PERSONAL
LIABILITY
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in
full according to applicable laws or regulations;
TEN COM - as tenants in common UNIF GIFT MIN ACT-
...Custodian...
TEN ENT - as tenants by the entireties (Cust) (Minors)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants
Act.............................
in common (State)
Additional abbreviations may also be used though not in the above
list.
For value received__________ hereby sell, assign, and transfer
unto
Please insert social security or other
identifying number of assignee
______________________________________
________________________________________________________________________
_____
(Please print or typewrite name and address, including zip code, of
assignee)
________________________________________________________________________
_____
________________________________________________________________________
_____
______________________________________________________________________
shares
of 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.
Exhibit (6)(ii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
SELLING GROUP AGREEMENT
FOR SHARES OF
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
Edward D. Jones & Co.
201 Progress Parkway
Maryland Heights, MO 63043
Gentlemen:
We desire to become members of the Selling Group to distribute
shares of EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST (the "Trust")
of which you are a Distributor under the following terms and conditions:
1. Purchase orders for Shares of Beneficial Interest of the Trust
("Shares") may be entered in accordance with the terms of the
then current prospectus of the Trust. All orders are subject
to acceptance by the Trust which reserves the rights in its
sole discretion to reject any order.
2. Shares of the Trust are sold at net asset value with no sales
charge pursuant to the then current prospectus of the Trust.
Therefore, members of the Selling Group will not be allowed any
sales commission on the sale of Shares of the Trust.
3. You reserve the right in your discretion, without notice to us,
to cancel this Agreement, which shall be construed in
accordance with the laws of Commonwealth of Pennsylvania.
4. No person is authorized to make any representations concerning
the Trust or its Shares except those contained in the current
prospectus of the Trust and any such information as may be
officially designated as information supplemental to the
prospectus. In the solicitation of purchase orders we shall
rely solely on the representations contained in the current
prospectus and supplemental information above mentioned.
5. Additional copies of any prospectus and any printed information
designated as supplemental to such prospectus will be supplied
by you to members of the Selling Group in reasonable quantities
on request.
6. If no transaction shall we have any authority whatever to act
as your agent or agent for the Trust or agent of any other
members of the Selling Group and nothing in this Agreement
shall constitute either of us the agent of the other or
constitute us or the Trust as agent of the other.
7. We certify that we are a member of the National Association of
Securities Dealers, Inc., and agree to abide by and cause our
representatives to abide by all of its rules and regulations
including its Rules of Fair Practice.
8. All communications to you shall be sent to you at the address
listed above.
9. Any notice to us shall be duly given if mailed or telegraphed
to us at our address listed below.
10. Members of the Selling Group are hereby expressly put on notice
of the limitation of liability as set forth in Article XI of
the Declaration of Trust of the Trust and agree that any of the
obligations the Trust are limited in any case to the Trust and
its assets and members of the Selling Group shall not seek
satisfaction of any such obligation from the shareholders of
the Trust, the Trustees, Officers, Distributors, Advisers,
employees or agents of the Trust, or any of them.
Very truly yours,
FEDERATED SECURITIES CORP.
Investment Firm Name (Please Print)
421 Seventh Avenue
Address
Pittsburgh, Pennsylvania 15219
City State Zip Code
Date By
Authorized Signature
President
Title
Print name of Authorized Signature
Accepted by Edward D. Jones & Co.
Date By
Title
Exhibit 8 (i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODIAN CONTRACT
Between
FEDERATED INVESTMENT COMPANIES
and
STATE STREET BANK AND TRUST COMPANY
and
FEDERATED SERVICES COMPANY
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
Page
1. Employment of Custodian and Property to be Held by It 1
2. Duties of the Custodian With Respect to Property of the
Funds Held by the Custodian 2
2.1 Holding Securities 2
2.2 Delivery of Securities 2
2.3 Registration of Securities 5
2.4 Bank Accounts 6
2.5 Payments for Shares 7
2.6 Availability of Federal Funds 7
2.7 Collection of Income 7
2.8 Payment of Fund Moneys 8
2.9 Liability for Payment in Advance of Receipt of
Securities Purchased. 9
2.10 Payments for Repurchases or Redemptions of Shares of a
Fund 9
2.11 Appointment of Agents 10
2.12 Deposit of Fund Assets in Securities System 10
2.13 Segregated Account 12
2.14 Joint Repurchase Agreements 13
2.15 Ownership Certificates for Tax Purposes 13
2.16 Proxies 13
2.17 Communications Relating to Fund Portfolio Securities 13
2.18 Proper Instructions 14
2.19 Actions Permitted Without Express Authority 14
2.20 Evidence of Authority 15
2.21 Notice to Trust by Custodian Regarding Cash Movement. 15
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income 15
4. Records 16
5. Opinion of Funds' Independent Public Accountants/Auditors 16
6. Reports to Trust by Independent Public Accountants/Auditors 17
7. Compensation of Custodian 17
8. Responsibility of Custodian 17
9. Effective Period, Termination and Amendment 19
10. Successor Custodian 20
11. Interpretive and Additional Provisions 21
12. Massachusetts Law to Apply 22
13. Notices 22
14. Counterparts 22
15. Limitations of Liability 22
</TABLE>
CUSTODIAN CONTRACT
This Contract between those INVESTMENT COMPANIES listed on Exhibit 1, as
it may be amended from time to time, (the "Trust"), which may be
Massachusetts business trusts or Maryland corporations or have such
other form of organization as may be indicated, on behalf of the
portfolios (hereinafter collectively called the "Funds" and individually
referred to as a "Fund") of the Trust, having its principal place of
business at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-
3779, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company, having its principal place of business at 225 Franklin Street,
Boston, Massachusetts, 02110, hereinafter called the "Custodian", and
FEDERATED SERVICES COMPANY, a Delaware business trust company, having
its principal place of business at Federated Investors Tower,
Pittsburgh, Pennsylvania, 15222-3779, hereinafter called ("Company").
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian of the
assets of each of the Funds of the Trust. Except as otherwise
expressly provided herein, the securities and other assets of each
of the Funds shall be segregated from the assets of each of the
other Funds and from all other persons and entities. The Trust
will deliver to the Custodian all securities and cash owned by the
Funds and all payments of income, payments of principal or capital
distributions received by them with respect to all securities
owned by the Funds from time to time, and the cash consideration
received by them for shares ("Shares") of beneficial
interest/capital stock of the Funds as may be issued or sold from
time to time. The Custodian shall not be responsible for any
property of the Funds held or received by the Funds and not
delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of
Section 2.18), the Custodian shall from time to time employ one or
more sub-custodians upon the terms specified in the Proper
Instructions, provided that the Custodian shall have no more or
less responsibility or liability to the Trust or any of the Funds
on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.
2. Duties of the Custodian With Respect to Property of the Funds Held
by the Custodian
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the account of each Fund all non-cash
property, including all securities owned by each Fund, other
than securities which are maintained pursuant to Section
2.12 in a clearing agency which acts as a securities
depository or in a book-entry system authorized by the U.S.
Department of the Treasury, collectively referred to herein
as "Securities System", or securities which are subject to a
joint repurchase agreement with affiliated funds pursuant to
Section 2.14. The Custodian shall maintain records of all
receipts, deliveries and locations of such securities,
together with a current inventory thereof, and shall conduct
periodic physical inspections of certificates representing
stocks, bonds and other securities held by it under this
Contract in such manner as the Custodian shall determine
from time to time to be advisable in order to verify the
accuracy of such inventory. With respect to securities held
by any agent appointed pursuant to Section 2.11 hereof, and
with respect to securities held by any sub-custodian
appointed pursuant to Section 1 hereof, the Custodian may
rely upon certificates from such agent as to the holdings of
such agent and from such sub-custodian as to the holdings of
such sub-custodian, it being understood that such reliance
in no way relieves the Custodian of its responsibilities
under this Contract. The Custodian will promptly report to
the Trust the results of such inspections, indicating any
shortages or discrepancies uncovered thereby, and take
appropriate action to remedy any such shortages or
discrepancies.
2.2 Delivery of Securities. The Custodian shall release and
deliver securities owned by a Fund held by the Custodian or
in a Securities System account of the Custodian only upon
receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and
only in the following cases:
(1) Upon sale of such securities for the account of a Fund
and receipt of payment therefor;
(2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered
into by the Trust;
(3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section
2.12 hereof;
(4) To the depository agent in connection with tender or
other similar offers for portfolio securities of a
Fund, in accordance with the provisions of Section 2.17
hereof;
(5) To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to the
Custodian;
(6) To the issuer thereof, or its agent, for transfer into
the name of a Fund or into the name of any nominee or
nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.11 or
into the name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange for a
different number of bonds, certificates or other
evidence representing the same aggregate face amount or
number of units; provided that, in any such case, the
new securities are to be delivered to the Custodian;
(7) Upon the sale of such securities for the account of a
Fund, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street
delivery custom"; provided that in any such case, the
Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities
prior to receiving payment for such securities except
as may arise from the Custodian's own failure to act in
accordance with the standard of reasonable care or any
higher standard of care imposed upon the Custodian by
any applicable law or regulation if such above-stated
standard of reasonable care were not part of this
Contract;
(8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization
or readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any
deposit agreement; provided that, in any such case, the
new securities and cash, if any, are to be delivered to
the Custodian;
(9) In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
(10)For delivery in connection with any loans of portfolio
securities of a Fund, but only against receipt of
adequate collateral in the form of (a) cash, in an
amount specified by the Trust, (b) certificated
securities of a description specified by the Trust,
registered in the name of the Fund or in the name of a
nominee of the Custodian referred to in Section 2.3
hereof or in proper form for transfer, or (c)
securities of a description specified by the Trust,
transferred through a Securities System in accordance
with Section 2.12 hereof;
(11)For delivery as security in connection with any
borrowings requiring a pledge of assets by a Fund, but
only against receipt of amounts borrowed, except that
in cases where additional collateral is required to
secure a borrowing already made, further securities may
be released for the purpose;
(12)For delivery in accordance with the provisions of any
agreement among the Trust or a Fund, the Custodian and
a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")
and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any
similar organization or organizations, regarding escrow
or other arrangements in connection with transactions
for a Fund;
(13)For delivery in accordance with the provisions of any
agreement among the Trust or a Fund, the Custodian, and
a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission
and/or any Contract Market, or any similar organization
or organizations, regarding account deposits in
connection with transaction for a Fund;
(14)Upon receipt of instructions from the transfer agent
("Transfer Agent") for a Fund, for delivery to such
Transfer Agent or to the holders of shares in
connection with distributions in kind, in satisfaction
of requests by holders of Shares for repurchase or
redemption; and
(15)For any other proper corporate purpose, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Executive
Committee of the Trust on behalf of a Fund signed by an
officer of the Trust and certified by its Secretary or
an Assistant Secretary, specifying the securities to be
delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be a
proper corporate purpose, and naming the person or
persons to whom delivery of such securities shall be
made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be registered
in the name of a particular Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless
the Trust has authorized in writing the appointment of a
nominee to be used in common with other registered
investment companies affiliated with the Fund, or in the
name or nominee name of any agent appointed pursuant to
Section 2.11 or in the name or nominee name of any sub-
custodian appointed pursuant to Section 1. All securities
accepted by the Custodian on behalf of a Fund under the
terms of this Contract shall be in "street name" or other
good delivery form.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the name of each Fund,
subject only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold in
such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of each
Fund, other than cash maintained in a joint repurchase
account with other affiliated funds pursuant to Section 2.14
of this Contract or by a particular Fund in a bank account
established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended, (the "1940
Act"). Funds held by the Custodian for a Fund may be
deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust
company shall be qualified to act as a custodian under the
1940 Act and that each such bank or trust company and the
funds to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board of
Trustees/Directors ("Board") of the Trust. Such funds shall
be deposited by the Custodian in its capacity as Custodian
for the Fund and shall be withdrawable by the Custodian only
in that capacity. If requested by the Trust, the Custodian
shall furnish the Trust, not later than twenty (20) days
after the last business day of each month, an internal
reconciliation of the closing balance as of that day in all
accounts described in this section to the balance shown on
the daily cash report for that day rendered to the Trust.
2.5 Payments for Shares. The Custodian shall make such
arrangements with the Transfer Agent of each Fund, as will
enable the Custodian to receive the cash consideration due
to each Fund and will deposit into each Fund's account such
payments as are received from the Transfer Agent. The
Custodian will provide timely notification to the Trust and
the Transfer Agent of any receipt by it of payments for
Shares of the respective Fund.
2.6 Availability of Federal Funds. Upon mutual agreement
between the Trust and the Custodian, the Custodian shall
make federal funds available to the Funds as of specified
times agreed upon from time to time by the Trust and the
Custodian in the amount of checks, clearing house funds, and
other non-federal funds received in payment for Shares of
the Funds which are deposited into the Funds' accounts.
2.7 Collection of Income.
(1) The Custodian shall collect on a timely basis all
income and other payments with respect to registered
securities held hereunder to which each Fund shall be
entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely
basis all income and other payments with respect to
bearer securities if, on the date of payment by the
issuer, such securities are held by the Custodian or
its agent thereof and shall credit such income, as
collected, to each Fund's custodian account. Without
limiting the generality of the foregoing, the Custodian
shall detach and present for payment all coupons and
other income items requiring presentation as and when
they become due and shall collect interest when due on
securities held hereunder. The collection of income
due the Funds on securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the
responsibility of the Trust. The Custodian will have
no duty or responsibility in connection therewith,
other than to provide the Trust with such information
or data as may be necessary to assist the Trust in
arranging for the timely delivery to the Custodian of
the income to which each Fund is properly entitled.
(2) The Custodian shall promptly notify the Trust whenever
income due on securities is not collected in due course
and will provide the Trust with monthly reports of the
status of past due income unless the parties otherwise
agree.
2.8 Payment of Fund Moneys. Upon receipt of Proper
Instructions, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall pay
out moneys of each Fund in the following cases only:
(1) Upon the purchase of securities, futures contracts or
options on futures contracts for the account of a Fund
but only (a) against the delivery of such securities,
or evidence of title to futures contracts, to the
Custodian (or any bank, banking firm or trust company
doing business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian and
has been designated by the Custodian as its agent for
this purpose) registered in the name of the Fund or in
the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer, (b)
in the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in
Section 2.12 hereof or (c) in the case of repurchase
agreements entered into between the Trust and any other
party, (i) against delivery of the securities either in
certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with
such securities or (ii) against delivery of the receipt
evidencing purchase for the account of the Fund of
securities owned by the Custodian along with written
evidence of the agreement by the Custodian to
repurchase such securities from the Fund;
(2) In connection with conversion, exchange or surrender of
securities owned by a Fund as set forth in Section 2.2
hereof;
(3) For the redemption or repurchase of Shares of a Fund
issued by the Trust as set forth in Section 2.10
hereof;
(4) For the payment of any expense or liability incurred by
a Fund, including but not limited to the following
payments for the account of the Fund: interest; taxes;
management, accounting, transfer agent and legal fees;
and operating expenses of the Fund, whether or not such
expenses are to be in whole or part capitalized or
treated as deferred expenses;
(5) For the payment of any dividends on Shares of a Fund
declared pursuant to the governing documents of the
Trust;
(6) For payment of the amount of dividends received in
respect of securities sold short;
(7) For any other proper purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of
a resolution of the Executive Committee of the Trust on
behalf of a Fund signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth
the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to
be made.
2.9 Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase
of securities for the account of a Fund is made by the
Custodian in advance of receipt of the securities purchased,
in the absence of specific written instructions from the
Trust to so pay in advance, the Custodian shall be
absolutely liable to the Fund for such securities to the
same extent as if the securities had been received by the
Custodian.
2.10Payments for Repurchases or Redemptions of Shares of a Fund.
From such funds as may be available for the purpose of
repurchasing or redeeming Shares of a Fund, but subject to
the limitations of the Declaration of Trust/Articles of
Incorporation and any applicable votes of the Board of the
Trust pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available
for payment to holders of shares of such Fund who have
delivered to the Transfer Agent a request for redemption or
repurchase of their shares including without limitation
through bank drafts, automated clearinghouse facilities, or
by other means. In connection with the redemption or
repurchase of Shares of the Funds, the Custodian is
authorized upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial bank
designated by the redeeming shareholders.
2.11Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time remove)
any other bank or trust company which is itself qualified
under the 1940 Act and any applicable state law or
regulation, to act as a custodian, as its agent to carry out
such of the provisions of this Section 2 as the Custodian
may from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of
its responsibilities or liabilities hereunder.
2.12Deposit of Fund Assets in Securities System. The Custodian
may deposit and/or maintain securities owned by the Funds in
a clearing agency registered with the Securities and
Exchange Commission ("SEC") under Section 17A of the
Exchange Act, which acts as a securities depository, or in
the book-entry system authorized by the U.S. Department of
the Treasury and certain federal agencies, collectively
referred to herein as "Securities System" in accordance with
applicable Federal Reserve Board and SEC rules and
regulations, if any, and subject to the following
provisions:
(1) The Custodian may keep securities of each Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian
in the Securities System which shall not include any
assets of the Custodian other than assets held as a
fiduciary, custodian or otherwise for customers;
(2) The records of the Custodian with respect to securities
of the Funds which are maintained in a Securities
System shall identify by book-entry those securities
belonging to each Fund;
(3) The Custodian shall pay for securities purchased for
the account of each Fund upon (i) receipt of advice
from the Securities System that such securities have
been transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to reflect
such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the
account of a Fund upon (i) receipt of advice from the
Securities System that payment for such securities has
been transferred to the Account, and (ii) the making of
an entry on the records of the Custodian to reflect
such transfer and payment for the account of the Fund.
Copies of all advices from the Securities System of
transfers of securities for the account of a Fund shall
identify the Fund, be maintained for the Fund by the
Custodian and be provided to the Trust at its request.
Upon request, the Custodian shall furnish the Trust
confirmation of each transfer to or from the account of
a Fund in the form of a written advice or notice and
shall furnish to the Trust copies of daily transaction
sheets reflecting each day's transactions in the
Securities System for the account of a Fund.
(4) The Custodian shall provide the Trust with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
(5) The Custodian shall have received the initial
certificate, required by Section 9 hereof;
(6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Trust for any loss or damage to a Fund resulting from
use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian
or any of its agents or of any of its or their
employees or from failure of the Custodian or any such
agent to enforce effectively such rights as it may have
against the Securities System; at the election of the
Trust, it shall be entitled to be subrogated to the
rights of the Custodian with respect to any claim
against the Securities System or any other person which
the Custodian may have as a consequence of any such
loss or damage if and to the extent that a Fund has not
been made whole for any such loss or damage.
(7) The authorization contained in this Section 2.12 shall
not relieve the Custodian from using reasonable care
and diligence in making use of any Securities System.
2.13Segregated Account. The Custodian shall upon receipt of
Proper Instructions establish and maintain a segregated
account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by
the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under
the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or
other arrangements in connection with transactions for a
Fund, (ii) for purpose of segregating cash or government
securities in connection with options purchased, sold or
written for a Fund or commodity futures contracts or options
thereon purchased or sold for a Fund, (iii) for the purpose
of compliance by the Trust or a Fund with the procedures
required by any release or releases of the SEC relating to
the maintenance of segregated accounts by registered
investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to Proper Instructions, a certified copy of
a resolution of the Board or of the Executive Committee
signed by an officer of the Trust and certified by the
Secretary or an Assistant Secretary, setting forth the
purpose or purposes of such segregated account and declaring
such purposes to be proper corporate purposes.
2.14Joint Repurchase Agreements. Upon the receipt of Proper
Instructions, the Custodian shall deposit and/or maintain
any assets of a Fund and any affiliated funds which are
subject to joint repurchase transactions in an account
established solely for such transactions for the Fund and
its affiliated funds. For purposes of this Section 2.14,
"affiliated funds" shall include all investment companies
and their portfolios for which subsidiaries or affiliates of
Federated Investors serve as investment advisers,
distributors or administrators in accordance with applicable
exemptive orders from the SEC. The requirements of
segregation set forth in Section 2.1 shall be deemed to be
waived with respect to such assets.
2.15Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in
connection with receipt of income or other payments with
respect to securities of a Fund held by it and in connection
with transfers of securities.
2.16Proxies. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly executed by
the registered holder of such securities, if the securities
are registered otherwise than in the name of a Fund or a
nominee of a Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall
promptly deliver to the Trust such proxies, all proxy
soliciting materials and all notices relating to such
securities.
2.17Communications Relating to Fund Portfolio Securities. The
Custodian shall transmit promptly to the Trust all written
information (including, without limitation, pendency of
calls and maturities of securities and expirations of rights
in connection therewith and notices of exercise of call and
put options written by the Fund and the maturity of futures
contracts purchased or sold by the Fund) received by the
Custodian from issuers of the securities being held for the
Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Trust all written
information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
If the Trust desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Trust shall notify the Custodian in writing
at least three business days prior to the date on which the
Custodian is to take such action. However, the Custodian
shall nevertheless exercise its best efforts to take such
action in the event that notification is received three
business days or less prior to the date on which action is
required.
2.18Proper Instructions. Proper Instructions as used throughout
this Section 2 means a writing signed or initialed by one or
more person or persons as the Board shall have from time to
time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved. Oral
instructions will be deemed to be Proper Instructions if (a)
the Custodian reasonably believes them to have been given by
a person previously authorized in Proper Instructions to
give such instructions with respect to the transaction
involved, and (b) the Trust promptly causes such oral
instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to
the authorization by the Board of the Trust accompanied by a
detailed description of procedures approved by the Board,
Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices
provided that the Board and the Custodian are satisfied that
such procedures afford adequate safeguards for a Fund's
assets.
2.19Actions Permitted Without Express Authority. The Custodian
may in its discretion, without express authority from the
Trust:
(1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to
its duties under this Contract, provided that all such
payments shall be accounted for to the Trust in such
form that it may be allocated to the affected Fund;
(2) surrender securities in temporary form for securities
in definitive form;
(3) endorse for collection, in the name of a Fund, checks,
drafts and other negotiable instruments; and
(4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the
securities and property of each Fund except as
otherwise directed by the Trust.
2.20Evidence of Authority. The Custodian shall be protected in
acting upon any instructions, notice, request, consent,
certificate or other instrument or paper reasonably believed
by it to be genuine and to have been properly executed on
behalf of a Fund. The Custodian may receive and accept a
certified copy of a vote of the Board of the Trust as
conclusive evidence (a) of the authority of any person to
act in accordance with such vote or (b) of any determination
of or any action by the Board pursuant to the Declaration of
Trust/Articles of Incorporation as described in such vote,
and such vote may be considered as in full force and effect
until receipt by the Custodian of written notice to the
contrary.
2.21Notice to Trust by Custodian Regarding Cash Movement. The
Custodian will provide timely notification to the Trust of
any receipt of cash, income or payments to the Trust and the
release of cash or payment by the Trust.
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
the Trust to keep the books of account of each Fund and/or compute
the net asset value per share of the outstanding Shares of each
Fund or, if directed in writing to do so by the Trust, shall
itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also
calculate daily the net income of a Fund as described in the
Fund's currently effective prospectus and Statement of Additional
Information ("Prospectus") and shall advise the Trust and the
Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Trust to do so,
shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations of
the net asset value per share and the daily income of a Fund shall
be made at the time or times described from time to time in the
Fund's currently effective Prospectus.
4. Records.
The Custodian shall create and maintain all records relating to
its activities and obligations under this Contract in such manner
as will meet the obligations of the Trust and the Funds under the
1940 Act, with particular attention to Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder, and specifically including
identified cost records used for tax purposes. All such records
shall be the property of the Trust and shall at all times during
the regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of the Trust and
employees and agents of the SEC. In the event of termination of
this Contract, the Custodian will deliver all such records to the
Trust, to a successor Custodian, or to such other person as the
Trust may direct. The Custodian shall supply daily to the Trust a
tabulation of securities owned by a Fund and held by the Custodian
and shall, when requested to do so by the Trust and for such
compensation as shall be agreed upon between the Trust and the
Custodian, include certificate numbers in such tabulations.
5. Opinion of Funds' Independent Public Accountants/Auditors.
The Custodian shall take all reasonable action, as the Trust may
from time to time request, to obtain from year to year favorable
opinions from each Fund's independent public accountants/auditors
with respect to its activities hereunder in connection with the
preparation of the Fund's registration statement, periodic
reports, or any other reports to the SEC and with respect to any
other requirements of such Commission.
6. Reports to Trust by Independent Public Accountants/Auditors.
The Custodian shall provide the Trust, at such times as the Trust
may reasonably require, with reports by independent public
accountants/auditors for each Fund on the accounting system,
internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts,
including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian for the
Fund under this Contract; such reports shall be of sufficient
scope and in sufficient detail, as may reasonably be required by
the Trust, to provide reasonable assurance that any material
inadequacies would be disclosed by such examination and, if there
are no such inadequacies, the reports shall so state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to
time between Company and the Custodian.
8. Responsibility of Custodian.
The Custodian shall be held to a standard of reasonable care in
carrying out the provisions of this Contract; provided, however,
that the Custodian shall be held to any higher standard of care
which would be imposed upon the Custodian by any applicable law or
regulation if such above stated standard of reasonable care was
not part of this Contract. The Custodian shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for
the Trust) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice,
provided that such action is not in violation of applicable
federal or state laws or regulations, and is in good faith and
without negligence. Subject to the limitations set forth in
Section 15 hereof, the Custodian shall be kept indemnified by the
Trust but only from the assets of the Fund involved in the issue
at hand and be without liability for any action taken or thing
done by it in carrying out the terms and provisions of this
Contract in accordance with the above standards.
In order that the indemnification provisions contained in this
Section 8 shall apply, however, it is understood that if in any
case the Trust may be asked to indemnify or save the Custodian
harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is
further understood that the Custodian will use all reasonable care
to identify and notify the Trust promptly concerning any situation
which presents or appears likely to present the probability of
such a claim for indemnification. The Trust shall have the option
to defend the Custodian against any claim which may be the subject
of this indemnification, and in the event that the Trust so elects
it will so notify the Custodian and thereupon the Trust shall take
over complete defense of the claim, and the Custodian shall in
such situation initiate no further legal or other expenses for
which it shall seek indemnification under this Section. The
Custodian shall in no case confess any claim or make any
compromise in any case in which the Trust will be asked to
indemnify the Custodian except with the Trust's prior written
consent.
Notwithstanding the foregoing, the responsibility of the Custodian
with respect to redemptions effected by check shall be in
accordance with a separate Agreement entered into between the
Custodian and the Trust.
If the Trust requires the Custodian to take any action with
respect to securities, which action involves the payment of money
or which action may, in the reasonable opinion of the Custodian,
result in the Custodian or its nominee assigned to a Fund being
liable for the payment of money or incurring liability of some
other form, the Custodian may request the Trust, as a prerequisite
to requiring the Custodian to take such action, to provide
indemnity to the Custodian in an amount and form satisfactory to
the Custodian.
Subject to the limitations set forth in Section 15 hereof, the
Trust agrees to indemnify and hold harmless the Custodian and its
nominee from and against all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
(referred to herein as authorized charges) incurred or assessed
against it or its nominee in connection with the performance of
this Contract, except such as may arise from it or its nominee's
own failure to act in accordance with the standard of reasonable
care or any higher standard of care which would be imposed upon
the Custodian by any applicable law or regulation if such above-
stated standard of reasonable care were not part of this Contract.
To secure any authorized charges and any advances of cash or
securities made by the Custodian to or for the benefit of a Fund
for any purpose which results in the Fund incurring an overdraft
at the end of any business day or for extraordinary or emergency
purposes during any business day, the Trust hereby grants to the
Custodian a security interest in and pledges to the Custodian
securities held for the Fund by the Custodian, in an amount not to
exceed 10 percent of the Fund's gross assets, the specific
securities to be designated in writing from time to time by the
Trust or the Fund's investment adviser. Should the Trust fail to
make such designation, or should it instruct the Custodian to make
advances exceeding the percentage amount set forth above and
should the Custodian do so, the Trust hereby agrees that the
Custodian shall have a security interest in all securities or
other property purchased for a Fund with the advances by the
Custodian, which securities or property shall be deemed to be
pledged to the Custodian, and the written instructions of the
Trust instructing their purchase shall be considered the requisite
description and designation of the property so pledged for
purposes of the requirements of the Uniform Commercial Code.
Should the Trust fail to cause a Fund to repay promptly any
authorized charges or advances of cash or securities, subject to
the provision of the second paragraph of this Section 8 regarding
indemnification, the Custodian shall be entitled to use available
cash and to dispose of pledged securities and property as is
necessary to repay any such advances.
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid to the
other party, such termination to take effect not sooner than sixty
(60) days after the date of such delivery or mailing; provided,
however that the Custodian shall not act under Section 2.12 hereof
in the absence of receipt of an initial certificate of the
Secretary or an Assistant Secretary that the Board of the Trust
has approved the initial use of a particular Securities System as
required in each case by Rule 17f-4 under the 1940 Act; provided
further, however, that the Trust shall not amend or terminate this
Contract in contravention of any applicable federal or state
regulations, or any provision of the Declaration of Trust/Articles
of Incorporation, and further provided, that the Trust may at any
time by action of its Board (i) substitute another bank or trust
company for the Custodian by giving notice as described above to
the Custodian, or (ii) immediately terminate this Contract in the
event of the appointment of a conservator or receiver for the
Custodian by the appropriate banking regulatory agency or upon the
happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
10. Successor Custodian.
If a successor custodian shall be appointed by the Board of the
Trust, the Custodian shall, upon termination, deliver to such
successor custodian at the office of the Custodian, duly endorsed
and in the form for transfer, all securities then held by it
hereunder for each Fund and shall transfer to separate accounts of
the successor custodian all of each Fund's securities held in a
Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote
of the Board of the Trust, deliver at the office of the Custodian
and transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board shall have been
delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a "bank"
as defined in the 1940 Act, (delete "doing business ...
Massachusetts" unless SSBT is the Custodian) doing business in
Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last
published report, of not less than $100,000,000, all securities,
funds and other properties held by the Custodian and all
instruments held by the Custodian relative thereto and all other
property held by it under this Contract for each Fund and to
transfer to separate accounts of such successor custodian all of
each Fund's securities held in any Securities System. Thereafter,
such bank or trust company shall be the successor of the Custodian
under this Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination
hereof owing to failure of the Trust to procure the certified copy
of the vote referred to or of the Board to appoint a successor
custodian, the Custodian shall be entitled to fair compensation
for its services during such period as the Custodian retains
possession of such securities, funds and other properties and the
provisions of this Contract relating to the duties and obligations
of the Custodian shall remain in full force and effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the Custodian
and the Trust may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Contract
as may in their joint opinion be consistent with the general tenor
of this Contract. Any such interpretive or additional provisions
shall be in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or state
regulations or any provision of the Declaration of Trust/Articles
of Incorporation. No interpretive or additional provisions made
as provided in the preceding sentence shall be deemed to be an
amendment of this Contract.
12. Massachusetts Law to Apply.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth
of Massachusetts.
13. Notices.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the Trust at
Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-3779,
or to the Custodian at address for SSBT only: 225 Franklin
Street, Boston, Massachusetts, 02110, or to such other address as
the Trust or the Custodian may hereafter specify, shall be deemed
to have been properly delivered or given hereunder to the
respective address.
14. Counterparts.
This Contract may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
15. Limitations of Liability.
The Custodian is expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust
of those Trusts which are business trusts and agrees that the
obligations and liabilities assumed by the Trust and any Fund
pursuant to this Contract, including, without limitation, any
obligation or liability to indemnify the Custodian pursuant to
Section 8 hereof, shall be limited in any case to the relevant
Fund and its assets and that the Custodian shall not seek
satisfaction of any such obligation from the shareholders of the
relevant Fund, from any other Fund or its shareholders or from the
Trustees, Officers, employees or agents of the Trust, or any of
them. In addition, in connection with the discharge and
satisfaction of any claim made by the Custodian against the Trust,
for whatever reasons, involving more than one Fund, the Trust
shall have the exclusive right to determine the appropriate
allocations of liability for any such claim between or among the
Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative
and its seal to be hereunder affixed effective as of the 1st day of
December, 1993.
ATTEST: INVESTMENT COMPANIES
/s/John G. McGonigle_________ By /s/John G. Donahue_____________
John G. McGonigle John F. Donahue
Secretary Chairman
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ Ed McKenzie______________ By /s/ F. J. Sidoti,
Jr._________________
(Assistant) Secretary Typed Name: Frank J. Sidoti, Jr.
Typed Name: Ed McKenzie Title: Vice President
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber______ By /s/ James J. Dolan________________
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
<TABLE>
<S> <C>
CONTRACT
DATE INVESTMENT COMPANY
12/1/93 Edward D. Jones & Co. Daily Passport Cash Trust
</TABLE>
Exhibit 8(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of December 1, 1994, by and between those
investment companies listed on Exhibit 1 as may be amended from time
to time, having their principal office and place of business at
Federated Investors Tower, Pittsburgh, PA 15222-3779 (the "Trust"), on
behalf of the portfolios (individually referred to herein as a "Fund"
and collectively as "Funds") of the Trust, and FEDERATED SERVICES
COMPANY, a Delaware business trust, having its principal office and
place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 (the "Company").
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), with authorized and issued shares of capital
stock or beneficial interest ("Shares"); and
WHEREAS, the Trust may desire to retain the Company to provide
certain pricing, accounting and recordkeeping services for each of the
Funds, including any classes of shares issued by any Fund ("Classes")
if so indicated on Exhibit 1, and the Company is willing to furnish
such services; and
WHEREAS, the Trust may desire to appoint the Company as its
transfer agent, dividend disbursing agent if so indicated on Exhibit
1, and agent in connection with certain other activities, and the
Company desires to accept such appointment; and
WHEREAS, the Trust may desire to appoint the Company as its agent
to select, negotiate and subcontract for custodian services from an
approved list of qualified banks if so indicated on Exhibit 1, and the
Company desires to accept such appointment; and
WHEREAS, from time to time the Trust may desire and may instruct
the Company to subcontract for the performance of certain of its
duties and responsibilities hereunder to State Street Bank and Trust
Company or another agent (the "Agent"); and
WHEREAS, the words Trust and Fund may be used interchangeably for
those investment companies consisting of only one portfolio;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby,
the parties hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Appointment.
The Trust hereby appoints the Company to provide certain pricing
and accounting services to the Funds, and/or the Classes, for the
period and on the terms set forth in this Agreement. The Company
accepts such appointment and agrees to furnish the services herein set
forth in return for the compensation as provided in Article 3 of this
Section.
Article 2. The Company's Duties.
Subject to the supervision and control of the Trust's Board of
Trustees or Directors ("Board"), the Company will assist the Trust
with regard to fund accounting for the Trust, and/or the Funds, and/or
the Classes, and in connection therewith undertakes to perform the
following specific services;
A. Value the assets of the Funds using: primarily, market
quotations, including the use of matrix pricing, supplied by
the independent pricing services selected by the Company in
consultation with the adviser, or sources selected by the
adviser, and reviewed by the board; secondarily, if a
designated pricing service does not provide a price for a
security which the Company believes should be available by
market quotation, the Company may obtain a price by calling
brokers designated by the investment adviser of the fund
holding the security, or if the adviser does not supply the
names of such brokers, the Company will attempt on its own
to find brokers to price those securities; thirdly, for
securities for which no market price is available, the
Pricing Committee of the Board will determine a fair value
in good faith. Consistent with Rule 2a-4 of the 40 Act,
estimates may be used where necessary or appropriate. The
Company's obligations with regard to the prices received
from outside pricing services and designated brokers or
other outside sources, is to exercise reasonable care in the
supervision of the pricing agent. The Company is not the
guarantor of the securities prices received from such agents
and the Company is not liable to the Fund for potential
errors in valuing a Fund's assets or calculating the net
asset value per share of such Fund or Class when the
calculations are based upon such prices. All of the above
sources of prices used as described are deemed by the
Company to be authorized sources of security prices. The
Company provides daily to the adviser the securities prices
used in calculating the net asset value of the fund, for its
use in preparing exception reports for those prices on which
the adviser has comment. Further, upon receipt of the
exception reports generated by the adviser, the Company
diligently pursues communication regarding exception reports
with the designated pricing agents.
B. Determine the net asset value per share of each Fund and/or
Class, at the time and in the manner from time to time
determined by the Board and as set forth in the Prospectus
and Statement of Additional Information ("Prospectus") of
each Fund;
C. Calculate the net income of each of the Funds, if any;
D. Calculate capital gains or losses of each of the Funds
resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books and
financial records of the Trust, including for each Fund,
and/or Class, as required under Section 31(a) of the 1940
Act and the Rules thereunder in connection with the services
provided by the Company;
F. Preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records to be maintained by Rule 31a-1 under
the 1940 Act in connection with the services provided by the
Company. The Company further agrees that all such records it
maintains for the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust such
records upon the Trust's request;
G. At the request of the Trust, prepare various reports or
other financial documents required by federal, state and
other applicable laws and regulations; and
H. Such other similar services as may be reasonably requested
by the Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services
rendered pursuant to Section One of this Agreement in
accordance with the fees agreed upon from time to time
between the parties hereto. Such fees do not include out-of-
pocket disbursements of the Company for which the Funds
shall reimburse the Company upon receipt of a separate
invoice. Out-of-pocket disbursements shall include, but
shall not be limited to, the items agreed upon between the
parties from time to time.
B. The Fund and/or the Class, and not the Company, shall bear
the cost of: custodial expenses; membership dues in the
Investment Company Institute or any similar organization;
transfer agency expenses; investment advisory expenses;
costs of printing and mailing stock certificates,
Prospectuses, reports and notices; administrative expenses;
interest on borrowed money; brokerage commissions; taxes and
fees payable to federal, state and other governmental
agencies; fees of Trustees or Directors of the Trust;
independent auditors expenses; Federated Administrative
Services and/or Federated Administrative Services, Inc.
legal and audit department expenses billed to Federated
Services Company for work performed related to the Trust,
the Funds, or the Classes; law firm expenses; or other
expenses not specified in this Article 3 which may be
properly payable by the Funds and/or classes.
C. The compensation and out-of-pocket expenses shall be accrued
by the Fund and shall be paid to the Company no less
frequently than monthly, and shall be paid daily upon
request of the Company. The Company will maintain detailed
information about the compensation and out-of-pocket
expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Trust and/or the Funds and a
duly authorized officer of the Company.
E. The fee for the period from the effective date of this
Agreement with respect to a Fund or a Class to the end of
the initial month shall be prorated according to the
proportion that such period bears to the full month period.
Upon any termination of this Agreement before the end of any
month, the fee for such period shall be prorated according
to the proportion which such period bears to the full month
period. For purposes of determining fees payable to the
Company, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the
Fund's Prospectus.
F. The Company, in its sole discretion, may from time to time
subcontract to, employ or associate with itself such person
or persons as the Company may believe to be particularly
suited to assist it in performing services under this
Section One. Such person or persons may be third-party
service providers, or they may be officers and employees who
are employed by both the Company and the Funds. The
compensation of such person or persons shall be paid by the
Company and no obligation shall be incurred on behalf of the
Trust, the Funds, or the Classes in such respect.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement,
the Trust hereby appoints the Company to act as, and the Company
agrees to act as, transfer agent and dividend disbursing agent for
each Fund's Shares, and agent in connection with any accumulation,
open-account or similar plans provided to the shareholders of any Fund
("Shareholder(s)"), including without limitation any periodic
investment plan or periodic withdrawal program.
As used throughout this Agreement, a "Proper Instruction" means a
writing signed or initialed by one or more person or persons as the
Board shall have from time to time authorized. Each such writing shall
set forth the specific transaction or type of transaction involved.
Oral instructions will be deemed to be Proper Instructions if (a) the
Company reasonably believes them to have been given by a person
previously authorized in Proper Instructions to give such instructions
with respect to the transaction involved, and (b) the Trust, or the
Fund, and the Company promptly cause such oral instructions to be
confirmed in writing. Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices
provided that the Trust, or the Fund, and the Company are satisfied
that such procedures afford adequate safeguards for the Fund's assets.
Proper Instructions may only be amended in writing.
Article 5. Duties of the Company.
The Company shall perform the following services in accordance with
Proper Instructions as may be provided from time to time by the Trust
as to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for the
purchase of shares and promptly deliver payment and
appropriate documentation therefore to the custodian of
the relevant Fund, (the "Custodian"). The Company shall
notify the Fund and the Custodian on a daily basis of
the total amount of orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance with the
Fund's current Prospectus, the Company shall compute
and issue the appropriate number of Shares of each Fund
and/or Class and hold such Shares in the appropriate
Shareholder accounts.
(3) For certificated Funds and/or Classes, if a Shareholder
or its agent requests a certificate, the Company, as
Transfer Agent, shall countersign and mail by first
class mail, a certificate to the Shareholder at its
address as set forth on the transfer books of the
Funds, and/or Classes, subject to any Proper
Instructions regarding the delivery of certificates.
(4) In the event that any check or other order for the
purchase of Shares of the Fund and/or Class is returned
unpaid for any reason, the Company shall debit the
Share account of the Shareholder by the number of
Shares that had been credited to its account upon
receipt of the check or other order, promptly mail a
debit advice to the Shareholder, and notify the Fund
and/or Class of its action. In the event that the
amount paid for such Shares exceeds proceeds of the
redemption of such Shares plus the amount of any
dividends paid with respect to such Shares, the Fund
and/the Class or its distributor will reimburse the
Company on the amount of such excess.
B. Distribution
(1) Upon notification by the Funds of the declaration of
any distribution to Shareholders, the Company shall act
as Dividend Disbursing Agent for the Funds in
accordance with the provisions of its governing
document and the then-current Prospectus of the Fund.
The Company shall prepare and mail or credit income,
capital gain, or any other payments to Shareholders. As
the Dividend Disbursing Agent, the Company shall, on or
before the payment date of any such distribution,
notify the Custodian of the estimated amount required
to pay any portion of said distribution which is
payable in cash and request the Custodian to make
available sufficient funds for the cash amount to be
paid out. The Company shall reconcile the amounts so
requested and the amounts actually received with the
Custodian on a daily basis. If a Shareholder is
entitled to receive additional Shares by virtue of any
such distribution or dividend, appropriate credits
shall be made to the Shareholder's account, for
certificated Funds and/or Classes, delivered where
requested; and
(2) The Company shall maintain records of account for each
Fund and Class and advise the Trust, each Fund and
Class and its Shareholders as to the foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and
redemption directions and, if such redemption requests
comply with the procedures as may be described in the
Fund Prospectus or set forth in Proper Instructions,
deliver the appropriate instructions therefor to the
Custodian. The Company shall notify the Funds on a
daily basis of the total amount of redemption requests
processed and monies paid to the Company by the
Custodian for redemptions.
(2) At the appropriate time upon receiving redemption
proceeds from the Custodian with respect to any
redemption, the Company shall pay or cause to be paid
the redemption proceeds in the manner instructed by the
redeeming Shareholders, pursuant to procedures
described in the then-current Prospectus of the Fund.
(3) If any certificate returned for redemption or other
request for redemption does not comply with the
procedures for redemption approved by the Fund, the
Company shall promptly notify the Shareholder of such
fact, together with the reason therefor, and shall
effect such redemption at the price applicable to the
date and time of receipt of documents complying with
said procedures.
(4) The Company shall effect transfers of Shares by the
registered owners thereof.
(5) The Company shall identify and process abandoned
accounts and uncashed checks for state escheat
requirements on an annual basis and report such actions
to the Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares of each
Fund, and/or Class, and maintain pursuant to applicable
rules of the Securities and Exchange Commission ("SEC")
a record of the total number of Shares of the Fund
and/or Class which are authorized, based upon data
provided to it by the Fund, and issued and outstanding.
The Company shall also provide the Fund on a regular
basis or upon reasonable request with the total number
of Shares which are authorized and issued and
outstanding, but shall have no obligation when
recording the issuance of Shares, except as otherwise
set forth herein, to monitor the issuance of such
Shares or to take cognizance of any laws relating to
the issue or sale of such Shares, which functions shall
be the sole responsibility of the Funds.
(2) The Company shall establish and maintain records
pursuant to applicable rules of the SEC relating to the
services to be performed hereunder in the form and
manner as agreed to by the Trust or the Fund to include
a record for each Shareholder's account of the
following:
(a) Name, address and tax identification number (and
whether such number has been certified);
(b) Number of Shares held;
(c) Historical information regarding the account,
including dividends paid and date and price for all
transactions;
(d) Any stop or restraining order placed against the
account;
(e) Information with respect to withholding in the case
of a foreign account or an account for which
withholding is required by the Internal Revenue
Code;
(f) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the
current maintenance of the account;
(g) Certificate numbers and denominations for any
Shareholder holding certificates;
(h) Any information required in order for the Company
to perform the calculations contemplated or
required by this Agreement.
(3) The Company shall preserve any such records required to
be maintained pursuant to the rules of the SEC for the
periods prescribed in said rules as specifically noted
below. Such record retention shall be at the expense of
the Company, and such records may be inspected by the
Fund at reasonable times. The Company may, at its
option at any time, and shall forthwith upon the Fund's
demand, turn over to the Fund and cease to retain in
the Company's files, records and documents created and
maintained by the Company pursuant to this Agreement,
which are no longer needed by the Company in
performance of its services or for its protection. If
not so turned over to the Fund, such records and
documents will be retained by the Company for six years
from the year of creation, during the first two of
which such documents will be in readily accessible
form. At the end of the six year period, such records
and documents will either be turned over to the Fund or
destroyed in accordance with Proper Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund periodically the
following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and outstanding
in each state for "blue sky" purposes as determined
according to Proper Instructions delivered from
time to time by the Fund to the Company;
(d) Shareholder lists and statistical information;
(e) Payments to third parties relating to distribution
agreements, allocations of sales loads, redemption
fees, or other transaction- or sales-related
payments;
(f) Such other information as may be agreed upon from
time to time.
(2) The Company shall prepare in the appropriate form, file
with the Internal Revenue Service and appropriate state
agencies, and, if required, mail to Shareholders, such
notices for reporting dividends and distributions paid
as are required to be so filed and mailed and shall
withhold such sums as are required to be withheld under
applicable federal and state income tax laws, rules and
regulations.
(3) In addition to and not in lieu of the services set
forth above, the Company shall:
(a) Perform all of the customary services of a transfer
agent, dividend disbursing agent and, as relevant,
agent in connection with accumulation, open-account
or similar plans (including without limitation any
periodic investment plan or periodic withdrawal
program), including but not limited to: maintaining
all Shareholder accounts, mailing Shareholder
reports and Prospectuses to current Shareholders,
withholding taxes on accounts subject to back-up or
other withholding (including non-resident alien
accounts), preparing and filing reports on U.S.
Treasury Department Form 1099 and other appropriate
forms required with respect to dividends and
distributions by federal authorities for all
Shareholders, preparing and mailing confirmation
forms and statements of account to Shareholders for
all purchases and redemptions of Shares and other
conformable transactions in Shareholder accounts,
preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information; and
(b) provide a system which will enable the Fund to
monitor the total number of Shares of each Fund
and/or Class sold in each state ("blue sky
reporting"). The Fund shall by Proper Instructions
(i) identify to the Company those transactions and
assets to be treated as exempt from the blue sky
reporting for each state and (ii) verify the
classification of transactions for each state on
the system prior to activation and thereafter
monitor the daily activity for each state. The
responsibility of the Company for each Fund's
and/or Class's state blue sky registration status
is limited solely to the recording of the initial
classification of transactions or accounts with
regard to blue sky compliance and the reporting of
such transactions and accounts to the Fund as
provided above.
F. Other Duties
(1) The Company shall answer correspondence from
Shareholders relating to their Share accounts and such
other correspondence as may from time to time be
addressed to the Company;
(2) The Company shall prepare Shareholder meeting lists,
mail proxy cards and other material supplied to it by
the Fund in connection with Shareholder Meetings of
each Fund; receive, examine and tabulate returned
proxies, and certify the vote of the Shareholders;
(3) The Company shall establish and maintain facilities and
procedures for safekeeping of stock certificates, check
forms and facsimile signature imprinting devices, if
any; and for the preparation or use, and for keeping
account of, such certificates, forms and devices.
Article 6. Duties of the Trust.
A. Compliance
The Trust or Fund assume full responsibility for the
preparation, contents and distribution of their own and/or
their classes' Prospectus and for complying with all applicable
requirements of the Securities Act of 1933, as amended (the
"1933 Act"), the 1940 Act and any laws, rules and regulations
of government authorities having jurisdiction.
B. Share Certificates
The Trust shall supply the Company with a sufficient supply of
blank Share certificates and from time to time shall renew such
supply upon request of the Company. Such blank Share
certificates shall be properly signed, manually or by
facsimile, if authorized by the Trust and shall bear the seal
of the Trust or facsimile thereof; and notwithstanding the
death, resignation or removal of any officer of the Trust
authorized to sign certificates, the Company may continue to
countersign certificates which bear the manual or facsimile
signature of such officer until otherwise directed by the
Trust.
C. Distributions
The Fund shall promptly inform the Company of the declaration
of any dividend or distribution on account of any Fund's
shares.
Article 7. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two of this
Agreement, the Trust and/or the Fund agree to pay the Company
an annual maintenance fee for each Shareholder account as
agreed upon between the parties and as may be added to or
amended from time to time. Such fees may be changed from time
to time subject to written agreement between the Trust and the
Company. Pursuant to information in the Fund Prospectus or
other information or instructions from the Fund, the Company
may sub-divide any Fund into Classes or other sub-components
for recordkeeping purposes. The Company will charge the Fund
the same fees for each such Class or sub-component the same as
if each were a Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items
agreed upon between the parties, as may be added to or amended
from time to time. In addition, any other expenses incurred by
the Company at the request or with the consent of the Trust
and/or the Fund, will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued
by the Fund and shall be paid to the Company no less
frequently than monthly, and shall be paid daily upon
request of the Company. The Company will maintain detailed
information about the compensation and out-of-pocket
expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Trust and/or the Funds and a
duly authorized officer of the Company.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, no right or obligation under this Section
Two may be assigned by either party without the written consent of the
other party.
A. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors
and assigns.
B. The Company may without further consent on the part of the
Trust subcontract for the performance hereof with (A) State
Street Bank and its subsidiary, Boston Financial Data
Services, Inc., a Massachusetts Trust ("BFDS"), which is
duly registered as a transfer agent pursuant to
Section 17A(c)(1) of the Securities Exchange Act of 1934, as
amended, or any succeeding statute ("Section 17A(c)(1)"), or
(B) a BFDS subsidiary duly registered as a transfer agent
pursuant to Section 17A(c)(1), or (C) a BFDS affiliate, or
(D) such other provider of services duly registered as a
transfer agent under Section 17A(c)(1) as Company shall
select; provided, however, that the Company shall be as
fully responsible to the Trust for the acts and omissions of
any subcontractor as it is for its own acts and omissions;
or
C. The Company shall upon instruction from the Trust
subcontract for the performance hereof with an Agent
selected by the Trust, other than BFDS or a provider of
services selected by Company, as described in (2) above;
provided, however, that the Company shall in no way be
responsible to the Trust for the acts and omissions of the
Agent.
SECTION THREE: Custody Services Procurement.
Article 9. Appointment.
The Trust hereby appoints Company as its agent to evaluate and
obtain custody services from a financial institution that (i) meets
the criteria established in Section 17(f) of the 1940 Act and (ii) has
been approved by the Board as eligible for selection by the Company as
a custodian (the "Eligible Custodian"). The Company accepts such
appointment.
Article 10. The Company and Its Duties.
Subject to the review, supervision and control of the Board, the
Company shall:
A. evaluate the nature and the quality of the custodial
services provided by the Eligible Custodian;
B. employ the Eligible Custodian to serve on behalf of the
Trust as Custodian of the Trust's assets substantially on
the terms set forth as the form of agreement in Exhibit 2;
C. negotiate and enter into agreements with the Custodians for
the benefit of the Trust, with the Trust as a party to each
such agreement. The Company shall not be a party to any
agreement with any such Custodian;
D. establish procedures to monitor the nature and the quality
of the services provided by the Custodians;
E. continuously monitor the nature and the quality of services
provided by the Custodians; and
F. periodically provide to the Trust (i) written reports on the
activities and services of the Custodians; (ii) the nature
and amount of disbursement made on account of the Trust with
respect to each custodial agreement; and (iii) such other
information as the Board shall reasonably request to enable
it to fulfill its duties and obligations under Sections
17(f) and 36(b) of the 1940 Act and other duties and
obligations thereof.
Article 11. Fees and Expenses.
A. Annual Fee
For the performance by the Company pursuant to Section Three
of this Agreement, the Trust and/or the Fund agree to pay
the Company an annual fee as agreed upon between the
parties.
B. Reimbursements
In addition to the fee paid under Section 11A above, the Trust
and/or Fund agree to reimburse the Company for out-of-pocket
expenses or advances incurred by the Company for the items
agreed upon between the parties, as may be added to or amended
from time to time. In addition, any other expenses incurred by
the Company at the request or with the consent of the Trust
and/or the Fund, will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be accrued
by the Fund and shall be paid to the Company no less
frequently than monthly, and shall be paid daily upon
request of the Company. The Company will maintain detailed
information about the compensation and out-of-pocket
expenses by Fund.
D. Any schedule of compensation agreed to hereunder, as may be
adjusted from time to time, shall be dated and signed by a
duly authorized officer of the Trust and/or the Funds and a
duly authorized officer of the Company.
Article 12. Representations.
The Company represents and warrants that it has obtained all
required approvals from all government or regulatory authorities
necessary to enter into this arrangement and to provide the services
contemplated in Section Three of this Agreement.
SECTION FOUR: General Provisions.
Article 13. Documents.
A. In connection with the appointment of the Company under this
Agreement, the Trust shall file with the Company the
following documents:
(1) A copy of the Charter and By-Laws of the Trust and all
amendments thereto;
(2) A copy of the resolution of the Board of the Trust
authorizing this Agreement;
(3) Specimens of all forms of outstanding Share
certificates of the Trust or the Funds in the forms
approved by the Board of the Trust with a certificate
of the Secretary of the Trust as to such approval;
(4) All account application forms and other documents
relating to Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the following
documents:
(1) Each resolution of the Board of the Trust authorizing
the original issuance of each Fund's, and/or Class's
Shares;
(2) Each Registration Statement filed with the SEC and
amendments thereof and orders relating thereto in
effect with respect to the sale of Shares of any Fund,
and/or Class;
(3) A certified copy of each amendment to the governing
document and the By-Laws of the Trust;
(4) Certified copies of each vote of the Board authorizing
officers to give Proper Instructions to the Custodian
and agents for fund accountant, custody services
procurement, and shareholder recordkeeping or transfer
agency services;
(5) Specimens of all new Share certificates representing
Shares of any Fund, accompanied by Board resolutions
approving such forms;
(6) Such other certificates, documents or opinions which
the Company may, in its discretion, deem necessary or
appropriate in the proper performance of its duties;
and
(7) Revisions to the Prospectus of each Fund.
Article 14. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Trust that:
(1) It is a business trust duly organized and existing and
in good standing under the laws of the State of
Delaware.
(2) It is duly qualified to carry on its business in the
State of Delaware.
(3) It is empowered under applicable laws and by its
charter and by-laws to enter into and perform this
Agreement.
(4) All requisite corporate proceedings have been taken to
authorize it to enter into and perform its obligations
under this Agreement.
(5) It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
(6) It is in compliance with federal securities law
requirements and in good standing as a transfer agent.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Company that:
(1) It is an investment company duly organized and existing
and in good standing under the laws of its state of
organization;
(2) It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform its
obligations under this Agreement;
(3) All corporate proceedings required by said Charter and
By-Laws have been taken to authorize it to enter into
and perform its obligations under this Agreement;
(4) The Trust is an open-end investment company registered
under the 1940 Act; and
(5) A registration statement under the 1933 Act will be
effective, and appropriate state securities law filings
have been made and will continue to be made, with
respect to all Shares of each Fund being offered for
sale.
Article 15. Standard of Care and Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable care in
carrying out the provisions of this Contract. The Company shall
be entitled to rely on and may act upon advice of counsel (who
may be counsel for the Trust) on all matters, and shall be
without liability for any action reasonably taken or omitted
pursuant to such advice, provided that such action is not in
violation of applicable federal or state laws or regulations,
and is in good faith and without negligence.
B. Indemnification by Trust
The Company shall not be responsible for and the Trust or Fund
shall indemnify and hold the Company, including its officers,
directors, shareholders and their agents employees and
affiliates, harmless against any and all losses, damages,
costs, charges, counsel fees, payments, expenses and
liabilities arising out of or attributable to:
(1) The acts or omissions of any Custodian, Adviser, Sub-
adviser or other party contracted by or approved by the
Trust or Fund,
(2) The reliance on or use by the Company or its agents or
subcontractors of information, records and documents in
proper form which
(a) are received by the Company or its agents or
subcontractors and furnished to it by or on behalf
of the Fund, its Shareholders or investors
regarding the purchase, redemption or transfer of
Shares and Shareholder account information;
(b) are received by the Company from independent
pricing services or sources for use in valuing the
assets of the Funds; or
(c) are received by the Company or its agents or
subcontractors from Advisers, Sub-advisers or other
third parties contracted by or approved by the
Trust of Fund for use in the performance of
services under this Agreement;
(d) have been prepared and/or maintained by the Fund or
its affiliates or any other person or firm on
behalf of the Trust.
(3) The reliance on, or the carrying out by the Company or
its agents or subcontractors of Proper Instructions of
the Trust or the Fund.
(4) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations of
any state that such Shares be registered in such state
or in violation of any stop order or other
determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares
in such state.
Provided, however, that the Company shall not be
protected by this Article 15.A. from liability for any
act or omission resulting from the Company's willful
misfeasance, bad faith, negligence or reckless disregard
of its duties of failure to meet the standard of care set
forth in 15.A. above.
C. Reliance
At any time the Company may apply to any officer of the Trust
or Fund for instructions, and may consult with legal counsel
with respect to any matter arising in connection with the
services to be performed by the Company under this Agreement,
and the Company and its agents or subcontractors shall not be
liable and shall be indemnified by the Trust or the appropriate
Fund for any action reasonably taken or omitted by it in
reliance upon such instructions or upon the opinion of such
counsel provided such action is not in violation of applicable
federal or state laws or regulations. The Company, its agents
and subcontractors shall be protected and indemnified in
recognizing stock certificates which are reasonably believed to
bear the proper manual or facsimile signatures of the officers
of the Trust or the Fund, and the proper countersignature of
any former transfer agent or registrar, or of a co-transfer
agent or co-registrar.
D. Notification
In order that the indemnification provisions contained in this
Article 15 shall apply, upon the assertion of a claim for which
either party may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party
of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to
participate with the party seeking indemnification in the
defense of such claim. The party seeking indemnification shall
in no case confess any claim or make any compromise in any case
in which the other party may be required to indemnify it except
with the other party's prior written consent.
Article 16. Termination of Agreement.
This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other. Should the Trust
exercise its rights to terminate, all out-of-pocket expenses
associated with the movement of records and materials will be borne by
the Trust or the appropriate Fund. Additionally, the Company reserves
the right to charge for any other reasonable expenses associated with
such termination. The provisions of Article 15 shall survive the
termination of this Agreement.
Article 17. Amendment.
This Agreement may be amended or modified by a written agreement
executed by both parties.
Article 18. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and
the Trust may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Agreement as may in their
joint opinion be consistent with the general tenor of this Agreement.
Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no
such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the
Charter. No interpretive or additional provisions made as provided in
the preceding sentence shall be deemed to be an amendment of this
Agreement.
Article 19. Governing Law.
This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts
Article 20. Notices.
Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to the
Company at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-
3779, or to such other address as the Trust or the Company may
hereafter specify, shall be deemed to have been properly delivered or
given hereunder to the respective address.
Article 21. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
Article 22. Limitations of Liability of Trustees and Shareholders of
the Trust.
The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an authorized officer of
the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or Shareholders of
the Trust, but bind only the appropriate property of the Fund, or
Class, as provided in the Declaration of Trust.
Article 23. Limitations of Liability of Trustees and Shareholders of
the Company.
The execution and delivery of this Agreement have been authorized
by the Trustees of the Company and signed by an authorized officer of
the Company, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or Shareholders of
the Company, but bind only the property of the Company as provided in
the Declaration of Trust.
Article 24. Assignment.
This Agreement and the rights and duties hereunder shall not be
assignable with respect to the Trust or the Funds by either of the
parties hereto except by the specific written consent of the other
party.
Article 25. Merger of Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
hereof whether oral or written.
Article 26. Successor Agent.
If a successor agent for the Trust shall be appointed by the Trust,
the Company shall upon termination of this Agreement deliver to such
successor agent at the office of the Company all properties of the
Trust held by it hereunder. If no such successor agent shall be
appointed, the Company shall at its office upon receipt of Proper
Instructions deliver such properties in accordance with such
instructions.
In the event that no written order designating a successor agent or
Proper Instructions shall have been delivered to the Company on or
before the date when such termination shall become effective, then the
Company shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the 1940 Act, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown
by its last published report, of not less than $2,000,000, all
properties held by the Company under this Agreement. Thereafter, such
bank or trust company shall be the successor of the Company under this
Agreement.
Article 27. Force Majeure.
The Company shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result
of work stoppage, power or other mechanical failure, natural disaster,
governmental action, communication disruption or other impossibility
of performance.
Article 28. Assignment; Successors.
This Agreement shall not be assigned by either party without the
prior written consent of the other party, except that either party may
assign to a successor all of or a substantial portion of its business,
or to a party controlling, controlled by, or under common control with
such party. Nothing in this Article 28 shall prevent the Company from
delegating its responsibilities to another entity to the extent
provided herein.
Article 29. Severability.
In the event any provision of this Agreement is held illegal, void
or unenforceable, the balance shall remain in effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed in their names and on their behalf under their seals by
and through their duly authorized officers, as of the day and year
first above written.
ATTEST: INVESTMENT COMPANIES
(listed on Exhibit 1)
/s/ John W. McGonigle_______ By:__/s/ John F. Donahue___
John W. McGonigle John F. Donahue
Secretary Chairman
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By:_/s/ James J. Dolan_____
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
<TABLE>
<S> <C>
CONTRACT
DATE INVESTMENT COMPANY
Portfolios
Classes
12/01/94 EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
FEDERATED SERVICES COMPANY provides the following services:
Fund Accounting
Shareholder Recordkeeping
Custody Services Procurement
</TABLE>
Exhibit 9 (i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this first
day of March, 1994, between those investment companies listed on Exhibit
1, as may be amended from time to time, having their principal office
and place of business at Federated Investors Tower, Pittsburgh PA 15222-
3779 (individually referred to herein as "Fund" and collectively
referred to as "Funds), on behalf of the portfolios of the Funds, and
Federated Administrative Services, a Delaware business trust (herein
called "FAS").
WHEREAS, the Funds desire to retain FAS as their Administrator to
provide them with Administrative Services (as herein defined), and FAS
is willing to render such services;
WHEREAS, the Funds are registered as open-end management
investment companies under the Investment Company Act of 1940, as
amended (the "1940 Act"), with authorized and issued shares of capital
stock or beneficial interest ("Shares"); and
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Funds hereby appoint FAS
as Administrator of the Funds on the terms and conditions set forth in
this Agreement; and FAS hereby accepts such appointment and agrees to
perform the services and duties set forth in Section 2 of this Agreement
in consideration of the compensation provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to the
supervision and control of the Funds' Boards of Trustees or Directors,
as applicable (the "Boards"), FAS will provide facilities, equipment,
and personnel to carry out the following administrative services for
operation of the business and affairs of the Funds and each of their
portfolios:
(a) prepare, file, and maintain the
Funds' governing documents and any amendments thereto,
including the Declaration of Trust or Articles of
Incorporation, as appropriate,(which has already been
prepared and filed), the By-laws and minutes of meetings of
their Boards, Committees, and shareholders;
(b) prepare and file with the
Securities and Exchange Commission and the appropriate
state securities authorities the registration statements
for the Funds and the Funds' shares and all amendments
thereto, reports to regulatory authorities and
shareholders, prospectuses, proxy statements, and such
other documents all as may be necessary to enable the Funds
to make continuous offerings of their shares, as
applicable;
(c) prepare, negotiate, and
administer contracts on behalf of the Funds with, among
others, each Fund's investment adviser, distributor,
custodian, and transfer agent, subject to any applicable
restrictions of the Boards or the 1940 Act;
(d) supervise the Funds' custodians
in the maintenance of the Funds' general ledgers and in the
preparation of the Funds' financial statements, including
oversight of expense accruals and payments, the
determination of the net asset value of the Funds and the
declaration and payment of dividends and other
distributions to shareholders;
(e) calculate performance data of the
Funds for dissemination to information services covering
the investment company industry;
(f) prepare and file the Funds' tax
returns;
(g) examine and review the operations
of the Funds' custodians and transfer agents;
(h) coordinate the layout and
printing of publicly disseminated prospectuses and reports;
(i) perform internal audit
examinations in accordance with a charter to be adopted by
FAS and the Funds;
(j) assist with the design,
development, and operation of the Funds;
(k) provide individuals reasonably
acceptable to the Funds' Boards for nomination,
appointment, or election as officers of the Funds, who will
be responsible for the management of certain of the Funds'
affairs as determined by the Funds' Boards; and
(l) consult with the Funds and their
Boards of Trustees or Directors, as appropriate, on matters
concerning the Funds and their affairs.
The foregoing, along with any additional services that FAS shall
agree in writing to perform for the Funds hereunder, shall hereafter be
referred to as "Administrative Services." Administrative Services shall
not include any duties, functions, or services to be performed for any
Fund by such Fund's investment adviser, distributor, custodian, transfer
agent, or shareholder service agent, pursuant to their respective
agreements with such Fund.
3. Expenses. FAS shall be responsible for expenses incurred
in providing office space, equipment, and personnel as may be necessary
or convenient to provide the Administrative Services to the Fund,
including the compensation of FAS employees who serve on the Funds'
Boards, or as officers of the Funds. Each Fund shall be responsible for
all other expenses incurred by FAS on behalf of such Fund, including
without limitation postage and courier expenses, printing expenses,
travel expenses, registration fees, filing fees, fees of outside counsel
and independent auditors, insurance premiums, fees payable to members of
such Fund's Board who are not FAS employees, and trade association dues.
4. Compensation. For the Administrative Services provided,
each Fund hereby agrees to pay and FAS hereby agrees to accept as full
compensation for its services rendered hereunder an administrative fee
at an annual rate, payable daily, as specified below, based upon the
total assets of all of the Funds:
Maximum Administrative Average Daily Net Assets
Fee of the Funds
.150% on the first $250 million
.125% on the next $250 million
.100% on the next $250
million
.075% on assets in excess of
$750 million
However, in no event shall the administrative fee received during
any year of this Agreement be less than, or be paid at a rate less than
would aggregate, $125,000, per individual Fund, with an additional
$30,000 for each class of shares added to any such Fund after the date
hereof.
5. Standard of Care.
(a) FAS shall not be liable for any
error of judgment or mistake of law or for any loss
suffered by any Fund in connection with the matters to
which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this
Agreement. FAS shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for such Fund)
on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice.
Any person, even though also an officer, trustee, partner,
employee or agent of FAS, who may be or become a member of
such Fund's Board, officer, employee or agent of any Fund,
shall be deemed, when rendering services to such Fund or
acting on any business of such Fund (other than services or
business in connection with the duties of FAS hereunder) to
be rendering such services to or acting solely for such
Fund and not as an officer, trustee, partner, employee or
agent or one under the control or direction of FAS even
though paid by FAS.
(b) This Section 5 shall survive
termination of this Agreement.
6. Duration and Termination. The initial term of this
Agreement with respect to each Fund shall commence on the date hereof,
and extend for a period of one year, renewable annually by the approval
of the Board of Directors/Trustees of each Fund.
7. Amendment. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which an enforcement of the change,
waiver, discharge or termination is sought.
8. Limitations of Liability of Trustees or Officers,
Employees, Agents and Shareholders of the Funds. FAS is expressly put
on notice of the limitation of liability as set forth in the Declaration
of Trust of each Fund that is a Massachusetts business trust and agrees
that the obligations assumed by each such Fund pursuant to this
Agreement shall be limited in any case to such Fund and its assets and
that FAS shall not seek satisfaction of any such obligations from the
shareholders of such Fund, the Trustees, Officers, Employees or Agents
of such Fund, or any of them.
9. Limitations of Liability of Trustees and Shareholders of
FAS. The execution and delivery of this Agreement have been authorized
by the Trustees of FAS and signed by an authorized officer of FAS,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of FAS, but bind only the trust
property of FAS as provided in the Declaration of Trust of FAS.
10. Notices. Notices of any kind to be given hereunder
shall be in writing (including facsimile communication) and shall be
duly given if delivered to any Fund at the following address: Federated
Investors Tower, Pittsburgh, PA 15222-3779, Attention: President and
if delivered to FAS at Federated Investors Tower, Pittsburgh, PA 15222-
3779, Attention: President.
11. Miscellaneous. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior agreement
with respect to the subject hereof whether oral or written. The
captions in this Agreement are included for convenience of reference
only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Subject to the provisions of Section 5,
hereof, this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall
be governed by Pennsylvania law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the Investment Company
Act of 1940 or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
12. Counterparts. This Agreement may be executed by different
parties on separate counterparts, each of which, when so executed and
delivered, shall be an original, and all such counterparts shall
together constitute one and the same instrument.
13. Assignment; Successors. This Agreement shall not be assigned
by any party without the prior written consent of FAS, in the case of
assignment by any Fund, or of the Funds, in the case of assignment by
FAS, except that any party may assign to a successor all of or a
substantial portion of its business to a party controlling, controlled
by, or under common control with such party. Nothing in this Section 14
shall prevent FAS from delegating its responsibilities to another entity
to the extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year
first above written.
Investment Companies (listed
on Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Federated Administrative Services
By: /s/ Edward C. Gonzales
Edward C. Gonzales
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Exhibit 1
Edward D. Jones and Co. Daily Passport Cash Trust
Exhibit 9 (ii) under Form N-1A
Exhibit 10 under Item 601 Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the first day of March, 1994, by and between those
investment companies listed on Exhibit 1, as may be amended from time to
time, having their principal office and place of business at Federated
Investors Tower, Pittsburgh, PA 15222-3779 and who have approved a
Shareholder Services Plan (the "Plan") and this form of Agreement
(individually referred to herein as a "Fund" and collectively as
"Funds") and Federated Shareholder Services, a Delaware business trust,
having its principal office and place of business at Federated Investors
Tower, Pittsburgh, Pennsylvania 15222-3779 ("FSS").
1. The Funds hereby appoint FSS to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Services"). In addition to
providing Services directly to shareholders of the Funds, FSS is hereby
appointed the Funds' agent to select, negotiate and subcontract for the
performance of Services. FSS hereby accepts such appointments. FSS
agrees to provide or cause to be provided Services which, in its best
judgment (subject to supervision and control of the Funds' Boards of
Trustees or Directors, as applicable), are necessary or desirable for
shareholders of the Funds. FSS further agrees to provide the Funds,
upon request, a written description of the Services which FSS is
providing hereunder.
2. During the term of this Agreement, each Fund will pay FSS and FSS
agrees to accept as full compensation for its services rendered
hereunder a fee at an annual rate, calculated daily and payable monthly,
up to 0.25% of 1% of average net assets of each Fund.
For the payment period in which this Agreement becomes effective or
terminates with respect to any Fund, there shall be an appropriate
proration of the monthly fee on the basis of the number of days that
this Agreement is in effect with respect to such Fund during the month.
To enable the Funds to comply with an applicable exemptive order, FSS
represents that the fees received pursuant to this Agreement will be
disclosed to and authorized by any person or entity receiving Services,
and will not result in an excessive fee to FSS.
3. This Agreement shall continue in effect for one year from the date
of its execution, and thereafter for successive periods of one year only
if the form of this Agreement is approved at least annually by the Board
of each Fund, including a majority of the members of the Board of the
Fund who are not interested persons of the Fund and have no direct or
indirect financial interest in the operation of the Funds' Plan or in
any related documents to the Plan ("Independent Board Members") cast in
person at a meeting called for that purpose.
4. Notwithstanding paragraph 3, 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 Independent Board Members of any Fund
or by a vote of a majority of the outstanding voting
securities of any Fund as defined in the Investment Company
Act of 1940 on 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; and
(c) by any party to the Agreement without cause by giving the
other party at least sixty (60) days' written notice of its
intention to terminate.
5. FSS agrees to obtain any taxpayer identification number
certification from each shareholder of the Funds to which it provides
Services that is required under Section 3406 of the Internal Revenue
Code, and any applicable Treasury regulations, and to provide each Fund
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.
6. FSS shall not be liable for any error of judgment or mistake of
law or for any loss suffered by any Fund in connection with the matters
to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FSS shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for such
Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Any person, even
though also an officer, trustee, partner, employee or agent of FSS, who
may be or become a member of such Fund's Board, officer, employee or
agent of any Fund, shall be deemed, when rendering services to such Fund
or acting on any business of such Fund (other than services or business
in connection with the duties of FSS hereunder) to be rendering such
services to or acting solely for such Fund and not as an officer,
trustee, partner, employee or agent or one under the control or
direction of FSS even though paid by FSS.
This Section 6 shall survive termination of this Agreement.
7. No provision of this Agreement may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the
party against which an enforcement of the change, waiver, discharge or
termination is sought.
8. FSS is expressly put on notice of the limitation of liability as
set forth in the Declaration of Trust of each Fund that is a
Massachusetts business trust and agrees that the obligations assumed by
each such Fund pursuant to this Agreement shall be limited in any case
to such Fund and its assets and that FSS shall not seek satisfaction of
any such obligations from the shareholders of such Fund, the Trustees,
Officers, Employees or Agents of such Fund, or any of them.
9. The execution and delivery of this Agreement have been authorized
by the Trustees of FSS and signed by an authorized officer of FSS,
acting as such, and neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon
any of the Trustees or shareholders of FSS, but bind only the trust
property of FSS as provided in the Declaration of Trust of FSS.
10. Notices of any kind to be given hereunder shall be in writing
(including facsimile communication) and shall be duly given if delivered
to any Fund and to such Fund at the following address: Federated
Investors Tower, Pittsburgh, PA 15222-3779, Attention: President and
if delivered to FSS at Federated Investors Tower, Pittsburgh, PA 15222-
3779, Attention: President.
11. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Subject to the provisions of Sections 3
and 4, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
shall be governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the Investment
Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
12. This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and
the same instrument.
13. This Agreement shall not be assigned by any party without the
prior written consent of FSS in the case of assignment by any Fund, or
of the Funds in the case of assignment by FSS, except that any party may
assign to a successor all of or a substantial portion of its business to
a party controlling, controlled by, or under common control with such
party. Nothing in this Section 14 shall prevent FSS from delegating its
responsibilities to another entity to the extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
Investment Companies (listedon
Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Federated Shareholder Services
By: /s/ James J. Dolan
Title: President
Attest: /s/ John W. McGonigle
John W. McGonigle
Exhibit 1
Shareholder Services Agreement
Edward D. Jones & Co Daily Passport Cash Trust
Exhibit 9 (iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES SUB-CONTRACT
This Agreement is made between the Financial Institution executing
this Agreement ("Provider") and Federated Shareholder Services ("FSS")
on behalf of the investment companies listed in Exhibit A hereto (the
"Funds"), for whom FSS administers the Shareholder Services Plan
("Plan") and who have approved this form of Agreement. In consideration
of the mutual covenants hereinafter contained, it is hereby agreed by
and between the parties hereto as follows:
1. FSS hereby appoints Provider to render or cause to be
rendered personal services to shareholders of the Funds and/or the
maintenance of accounts of shareholders of the Funds ("Services").
Provider agrees to provide Services which, in its best judgment, are
necessary or desirable for its customers who are investors in the Funds.
Provider further agrees to provide FSS, upon request, a written
description of the Services which Provider is providing hereunder.
2. During the term of this Agreement, the Funds will pay the
Provider fees as set forth in a written schedule delivered to the
Provider pursuant to this Agreement. The fee schedule for Provider may
be changed by FSS sending a new fee schedule to Provider pursuant to
Paragraph 9 of this Agreement. For the payment period in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of the fee on the basis of the number of days that this
Agreement is in effect during the quarter. To enable the Funds to
comply with an applicable exemptive order, Provider represents that the
fees received pursuant to this Agreement will be disclosed to its
customers, will be authorized by its customers, and will not result in
an excessive fee to the Provider.
3. The Provider understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving shareholder 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 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.
4. The Provider agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of a Fund in opposition to proxies solicited by management
of the Fund, unless a court of competent jurisdiction shall have
determined that the conduct of a majority of the Board of Trustees or
Directors of the Fund constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. This paragraph 4 will
survive the term of this Agreement.
5. This Agreement shall continue in effect for one year from
the date of its execution, and thereafter for successive periods of one
year if the form of this Agreement is approved at least annually by the
Board of each Fund, including a majority of the members of the Board 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 Plan or in
any related documents to the Plan ("Disinterested Board Members") cast
in person at a meeting called for that purpose.
6. Notwithstanding paragraph 5, 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 Board Members of the
Fund or by a vote of a majority of the outstanding voting
securities of the Fund as defined in the Investment Company Act
of 1940 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; 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.
7. The Provider 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 the Fund 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.
8. The execution and delivery of this Agreement have been
authorized by the Trustees of FSS and signed by an authorized officer of
FSS, acting as such, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of
them personally, and the obligations of this Agreement are not binding
upon any of the Trustees or shareholders of FSS, but bind only the trust
property of FSS as provided in the Declaration of Trust of FSS.
9. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly given if
delivered to Provider at the address set forth below and if delivered to
FSS at Federated Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President.
10. This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the
subject hereof whether oral or written. If any provision of this
Agreement shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Subject to the provisions of Sections 5
and 6, hereof, this Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
shall be governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the Investment
Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
11. This Agreement may be executed by different parties on
separate counterparts, each of which, when so executed and delivered,
shall be an original, and all such counterparts shall together
constitute one and the same instrument.
12. This Agreement shall not be assigned by any party without
the prior written consent of FSS in the case of assignment by Provider,
or of Provider in the case of assignment by FSS, except that any party
may assign to a successor all of or a substantial portion of its
business to a party controlling, controlled by, or under common control
with such party.
13. This Agreement may be amended by FSS from time to time by
the following procedure. FSS will mail a copy of the amendment to the
Provider's address, as shown below. If the Provider does not object to
the amendment within thirty (30) days after its receipt, the amendment
will become part of the Agreement. The Provider's objection must be in
writing and be received by FSS within such thirty days.
14. This Agreement may be terminated with regard to a
particular Fund or Class at any time, without the payment of any
penalty, by FSS or by the vote of a majority of the Disinterested
Trustees or Directors, as applicable, or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to the Provider. This
Agreement may be terminated by Provider on sixty (60) days' written
notice to FSS.
15. The Provider acknowledges and agrees that FSS has entered
into this Agreement solely in the capacity of agent for the Funds and
administrator of the Plan. The Provider agrees not to claim that FSS is
liable for any responsibilities or amounts due by the Funds hereunder.
[Provider]
Address
City State Zip Code
Dated: By:
Authorized Signature
Title
Print Name of Authorized Signature
FEDERATED SHAREHOLDER SERVICES
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:
Vice President
EXHIBIT A to Shareholder Services Sub-Contract with
Edward D. Jones & Co. Daily Passport Cash Trust
Funds covered by this Agreement:
Shareholder Service Fees
1. During the term of this Agreement, FSS will pay Provider a
quarterly fee. This fee will be computed at the annual rate of ______
of the average net asset value of shares of the Funds held during the
quarter in accounts for which the Provider provides Services under this
Agreement, so long as the average net asset value of Shares in the Funds
during the quarter equals or exceeds such minimum amount as FSS shall
from time to time determine and communicate in writing to the Provider.
2. For the quarterly period in which the Agreement becomes
effective or terminates, there shall be an appropriate proration of any
fee payable on the basis of the number of days that the Agreement is in
effect during the quarter.
Exhibit (10) under Form N-1A
Exhibit 5 under Item 601/Reg. S-K
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTON PITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR. __________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
The Trustees of Edward D. Jones
& Co. Daily Passport Cash Trust
421 Seventh Avenue
Pittsburgh, PA 15219
Gentlemen:
Edward D. Jones & Co. Daily Passport Cash Trust (Trust") proposes
to offer and sell Shares of Beneficial Interest ("Share") in the manner
and on the terms set forth-in its Registration Statement (No. 2-66437)
filed on January 14, 1980, with the Securities and Exchange Commission
under the Securities Act of 1933.
As counsel, we have participated in the organization of the Trust,
its registration under the Investment Company Act of 1940 and the
preparation and filing of its Registration Statement under the
Securities Act of 1933. We have examined and are familiar with the
provisions of the written Declaration of Trust dated January 9, 1980, as
amended February 7, 1980 ("Declaration of Trust"), the Bylaws of the
Trust and such other documents and records deemed relevant. We have
also reviewed questions of law and consulted with counsel thereon as
deemed necessary or appropriate by us for the purposes of this opinion.
Based upon the foregoing, it is our opinion that:
1. The Trust is duly organizaed and validily existing pursuant
to the Declaration of Trust.
2. The Shares which are currently being registered by the
Registration Statement referred to above may be legally and validly
issued from time to time in accordance with the Declaration of Trust
upon receipt of consideration sufficient to comply with the provisions
of Article III, Section 3, of the Declaration of Trust and subject to
compliance with the Securities Act of 1933, as amended, the Investment
COmpany Act of 1940, as amended, and applicable state laws regulating
the sale of securities. Such Shares, when so issued, will be fully paid
and non-assessable.
We consent to your filing this opinion as an exhibit to the
amended Registration Statement referred to above and to any application
or registration statement filed under the securities laws of any of the
States of the United States and further consent to the reference to our
firm under the caption "Legal Counsel and Accountants" in the prospectus
filed as a part of such amended Registration Statement, applications and
registrations statements.
Very truly yours,
HOUSTON, HOUSTON & DONNELLY
By:/s/Thomas J. Donnelly
TJD:mln
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Edward D. Jones & Co. Daily Passport
Cash Trus
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Feb-28-1995
<PERIOD-END> Feb-28-1995
<INVESTMENTS-AT-COST> 2,486,711,613
<INVESTMENTS-AT-VALUE> 2,486,711,613
<RECEIVABLES> 54,224,367
<ASSETS-OTHER> 3,350,076
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,544,286,056
<PAYABLE-FOR-SECURITIES> 58,000,000
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 22,026,556
<TOTAL-LIABILITIES> 80,026,556
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,464,259,500
<SHARES-COMMON-STOCK> 2,464,259,500
<SHARES-COMMON-PRIOR> 2,171,224,516
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,464,259,500
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 102,159,808
<OTHER-INCOME> 0
<EXPENSES-NET> 21,112,345
<NET-INVESTMENT-INCOME> 81,047,463
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 81,047,463
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 81,047,463
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,047,201,714
<NUMBER-OF-SHARES-REDEEMED> 9,832,691,748
<SHARES-REINVESTED> 78,525,018
<NET-CHANGE-IN-ASSETS> 293,034,984
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 9,914,410
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 21,112,345
<AVERAGE-NET-ASSETS> 2,166,109,188
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.040
<PER-SHARE-GAIN-APPREC> 0.000
<PER-SHARE-DIVIDEND> 0.040
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
