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. 34 .................... X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 27 .................................... X
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EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
(Exact Name of Registrant as Specified in Charter)
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
(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, 1998, 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.
<PAGE>
Copies to:
Matthew G. Maloney, Esquire
Dickstein, Shapiro, Morin & Oshinsky
2101 L Street, N.W.
Washington, D.C. 20037
<PAGE>
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; Investment
Information; Investment Objective;
Investment Policies; Investment
Risks; Investment Limitations.
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; 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; 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.
-----------------
<PAGE>
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;
Massachusetts Partnership Law; About
Federated Investors.
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; Other
Services;
Item 17. Brokerage Allocation..........Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered...Purchasing Shares; Determining Net
Asset Value; Redeeming Shares.
---------------------------
Item 20. Tax Status....................Tax Status.
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Item 21. Underwriters Not applicable.
Item 22. Calculations of Performance
Data.........................Yield; Effective Yield; Total Return;
Performance Comparisons.
Item 23. Financial Statements..........(Filed in Part A).
Edward D. Jones & Co. Daily Passport Cash Trust
"A Passport to Cash Management"
Prospectus
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 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 futurereference.
The Trust has also filed a Statement of Additional Information dated April 30,
1998, with the Securities and Exchange Commission (the "SEC"). 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 or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge by calling 1-800-341-7400. To
obtain other information or to make inquiries about the Trust, contact the Trust
at the address listed in the back of this prospectus. This Statement of
Additional Information, material incorporated by reference into this document,
and other information regarding the Trust is maintained electronically with the
SEC at Internet Website (http://www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Prospectus dated April 30, 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
Summary of Trust Expenses 1
Financial Highlights 2
General Information 3
Investment Information 3
Investment Objective 3
Investment Policies 3
Investment Risks 5
Investment Limitations 5
Net Asset Value 5
Investing in the Trust 5
Share Purchases 5
Full Service Account 5
Minimum Investment Required 6
Receipt of Orders 6
Account Activity 6
Dividends 6
Capital Gains 6
Retirement Plans 6
Exchange Privilege 6
Requirements for Exchange 6
Tax Consequences 7
Making an Exchange 7
Redeeming Shares 7
Redeeming by Check 7
VISA Account 7
Written Requests 7
Accounts with Low Balances 8
Trust Information 8
Management of the Trust 8
Distribution of Trust Shares 9
Administration of the Trust 9
Shareholder Information 9
Voting Rights 9
Tax Information 10
Federal Income Tax 10
State and Local Taxes 10
Performance Information 10
Financial Statements 11
Report of Ernst & Young LLP, Independent Auditors 18
Addresses 19
</TABLE>
SUMMARY OF TRUST EXPENSES
<TABLE>
<CAPTION>
<S> <C>
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)............................................... None
Maximum Sales Charge 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 Operating Expenses
(As a percentage of average net assets)
Management Fee.............................................................................................................. 0.42%
12b-1 Fee................................................................................................................... None
Total Other Expenses........................................................................................................ 0.47%
Shareholder Servic.es Fee.......................................................................................... 0.25%
Total Operating Expenses.................................................................................................... 0.89%
</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. Shareholders who do not maintain an average monthly
account balance of $2,500 will be charged a monthly fee (this does not apply to
retirement accounts).
Example
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.
<TABLE>
<S> <C>
1 year....................................................................................................................... $ 9
3 years...................................................................................................................... $ 28
5 years...................................................................................................................... $ 49
10 years..................................................................................................................... $110
</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 18.
<TABLE>
<CAPTION>
Year Ended February 28 or 29,
-----------------------------------------------------------
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
- ---------------------------------------------------------------------------------------------------
Income from investment
operations
- ----------------------------
Net investment income 0.05 0.04 0.05 0.04 0.02
- ---------------------------------------------------------------------------------------------------
Less distributions
- ----------------------------
Distributions from
net investment income (0.05) (0.04) (0.05) (0.04) (0.02)
- ---------------------------------------------------------------------------------------------------
Net asset value,
end of period $1.00 $1.00 $1.00 $1.00 $1.00
- ---------------------------------------------------------------------------------------------------
Total return(a) 4.84% 4.59% 5.06% 3.78% 2.33%
- ---------------------------------------------------------------------------------------------------
Ratios to average net assets
- -----------------------------
Expenses 0.89% 0.89% 0.96% 0.98% 0.95%
- ---------------------------------------------------------------------------------------------------
Net investment income 4.72% 4.49% 4.92% 3.74% 2.31%
- ---------------------------------------------------------------------------------------------------
Supplemental data
- -----------------------------
Net assets, end of period
(000 omitted) $5,805,434 $4,760,020 $3,951,155 $2,464,260 $2,171,225
- ---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Year Ended February 28 or 29,
-----------------------------------------------------------
1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $1.00 $1.00 $1.00 $1.00 $1.00
- ---------------------------------------------------------------------------------------------------
Income from investment
operations
- -----------------------------
Net investment income 0.03 0.05 0.07 0.08 0.07
- ---------------------------------------------------------------------------------------------------
Less distributions
- -----------------------------
Distributions from
net investment income (0.03) (0.05) (0.07) (0.08) (0.07)
- ---------------------------------------------------------------------------------------------------
Net asset value,
end of period 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
- -----------------------------
Total return(a) 2.82% 4.98% 7.39% 8.63% 7.24%
- ---------------------------------------------------------------------------------------------------
Ratios to average net assets
- -----------------------------
Expenses 0.95% 0.87% 0.83% 0.88% 1.01%
- ---------------------------------------------------------------------------------------------------
Net investment income 2.79% 4.89% 7.13% 8.23% 7.14%
- ---------------------------------------------------------------------------------------------------
Supplemental data
- -----------------------------
Net assets, end of period
(000 omitted) $2,223,226 $2,469,295 $2,631,671 $2,235,991 $1,279,762
- ---------------------------------------------------------------------------------------------------
</TABLE>
(a) Based on net asset value, which does not reflect the sales charge 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.
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 complying with the diversification and other
requirements of Rule 2a-7 under the Investment Company Act of 1940 which
regulates money market mutual funds and 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 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 to
tender the security for repurchase at its stated principal amount plus accrued
interest. Such securities 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
predominantly upon collections of the loans and receivables held by the issuer.
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 be credit-enhanced by a
guaranty, letter of credit or insurance. Any bankruptcy, receivership or
default, or change in the credit quality of the party providing the credit-
enhancement, will adversely affect the quality and marketability of the
underlying security and could cause losses to the Trust and affect its share
price.
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.
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.
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.
Trust shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Trust.
The net asset value is determined at 12:00 noon (Eastern Time), and as of the
close of trading (normally 4:00 p.m., Eastern time) on the New York Stock
Exchange, Monday through Friday, except on New Year's Day, Martin Luther King
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day.
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 & Co. investment representative (optional,
but recommended);
. complete and sign a check-writing application, availablefrom an Edward D.
Jones & Co. investment representative (optional);
. enclose a check for $1,000 or more made payable to Edward D. Jones & Co.; and
. send the check and completed form(s) to your local Edward D. Jones & Co.
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 holidays when wire transfers are restricted.
Questions should be directed to your shareholder services representative at the
telephone number listed on your account statement. An investment representative
of Edward D. Jones & Co. 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. 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 & Co. with instructions that it be invested
in the Trust.
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 & Co. or Federated Shareholder 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.
Account Activity
All purchases, redemptions, and dividends paid during the preceding month will
be confirmed on the shareholder's Edward D. Jones & Co. monthly account
statement. The Trust will not issue share certificates.
Dividends
Dividends are declared daily and paid monthly. Dividends are automatically
reinvested on payment dates in additional shares of the Trust. Shares purchased
before 3:00 p.m. (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 & Co. and consult a tax adviser.
EXCHANGE PRIVILEGE
Trust shares may be acquired in exchange for shares of certain other funds for
which affiliates of Federated Investors serve as investment adviser and
principal underwriter (the "Federated Funds") at net asset value. Also, Trust
shares may be exchanged for shares in other Federated Funds at net asset value
plus a sales charge, if applicable. Neither the Trust nor any of the Federated
Funds impose any additional fees onexchanges.
Please contact Edward D. Jones & Co. directly or Federated Securities Corp. at
1-800-341-7400 for information on and prospectuses for the Federated Funds into
which your shares may be exchanged.
Shareholders of Class A Shares who have been designated Liberty Life Members are
exempt from sales charges on future purchases in and exchanges between the Class
A Shares of any funds in the Federated Funds, as long as they maintain a
$500balance in one of the Federated Funds.
Requirements for Exchange
Shareholders using this privilege must exchange shares having a net asset value
equal to the minimum investment requirements of the fund into which the exchange
is being made. Before the exchange, the shareholder must receive a prospectus of
the fund for which the exchange is being made. 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 Federated Funds are available by contacting
your Edward D. Jones & Co. 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 Federated Funds may be given in writing or by
telephoning your Edward D. Jones & Co. 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
Shareholder Services Company. If the instructions are given by a broker, a
telephone authorization form completed by the broker must be on file with
Federated Shareholder 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 Shareholder 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
Shareholder 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 Shareholder 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 check 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 Shareholder Services Company will
establish a checking account for redeeming Trust shares. For further
information, contact an investment representative of Edward D. Jones & Co.
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 the check is presented to State Street Bank and Trust Company on behalf of
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 Shareholder 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. A
shareholder's checkwriting privilege may be discontinued at any time.
VISA Account
At the shareholder's request, State Street Bank and Trust Company will establish
a VISA account. This VISA account allows a shareholder to redeem Trust shares by
using a VISA check 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 & Co.
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. A
shareholder's VISA privilege may be discontinued at any time.
Written Requests
Trust shares may also be redeemed by sending a written request to Edward D.
Jones & Co. Call Edward D. Jones & Co. 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 should be
sent unendorsed by registered or certified mail with the written request.
Signatures
Shareholders requesting 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 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 notarypublic.
The Trust and its transfer agent have adopted standards for accepting signature
guarantees from the above institutions. The Trust 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. In addition, proceeds from redemption requests received before 3:00
p.m. (Eastern Time) may be wired the same day to the shareholders's account, but
will not include that day's dividend. Proceeds from redemption requests after
that time include that day's dividend but will be wired the following business
day.
Accounts with Low Balances
Due to the high cost of maintaining accounts with low balances, there is an
average monthly (calculated on a 30-day basis) account balance policy.
Shareholders must maintain a $2,500 average monthly account balance.
Shareholders who do not maintain an average monthly account balance of $2,500,
in any given 30-day period, will be charged a $3.00 fee for that period. The
checkwriting, VISA and FSA privileges will be deleted from accounts with a zero
balance after 90 days. This policy does not currently apply to IRAs,
Keoghs, other retirement accounts or accounts owned by associates of Edward D.
Jones & Co., L.P. These types of accounts may be subject to the policy in the
future.
TRUST INFORMATION
Management of the Trust
Board of Trustees
The Trust is managed by a Board of Trustees (the "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. An Executive
Committee of the Trustees handles the Trustees' responsibilities between
meetings of the Trustees.
Investment Adviser
Investment decisions for the Trust are made by Passport Research, Ltd. (the
"Adviser"), 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 theTrust.
Advisory Fees
The annual investment advisory fee is based on the Trust's average daily net
assets as shown on the chart below.
Advisory Fee as
Average Daily Percentage of Average
Net Assets Daily Net Assets
------------- ---------------------
First $500 million 0.500%
Second $500 million 0.475%
Third $500 million 0.450%
Fourth $500 million 0.425%
Over $2 billion 0.400%
Adviser's Background
Passport Research, Ltd. is a Pennsylvania limited partnership organized in
1981. Federated Advisers is the general partner of the Adviser and has a 50.5%
interest in the Adviser. Federated Advisers is owned by Federated Investors.
Edward D. Jones & Co. is the limited partner of the Adviser and has a 49.5%
interest in the Adviser.
Federated Investors
With over $120 billion invested across more than 300funds under management
and/or administration by its subsidiaries, as of December 31, 1997, Federated
Investors is one of the largest mutual fund investment managers in the United
States. With more than 2,000 employees, Federated continues to be led by the
management who founded the company in 1955. Federated Funds are presently at
work in and through approximately 4,000 financial institutions nationwide.
Both the Trust and the Adviser have adopted strict codes of ethics governing
the conduct of all employees who manage the Trust and its portfolio securities.
These codes recognize that such persons owe a fiduciary duty to the Trust's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance
and periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Trust; prohibit purchasing securities in initial
public offerings; and prohibit taking profits on securities held for less than
sixty days. Violations of the codes are subject to review by the Trustees, and
could result in severe penalties.
Distribution of Trust Shares
Edward D. Jones & Co. 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 Services
Company, for which it receives a fee equal to approximately 0.039% of average
daily net assets of the Trust. Prior to March 1, 1994, Edward D. Jones & Co.
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
The Trust has entered into a Shareholder Services Agreement with Federated
Shareholder Services, a subsidiary of Federated Investors, under which the Trust
may make payments up to 0.25% of the average daily net asset value of its
shares, computed at an annual rate, to obtain certain personal services for
shareholders and to maintain shareholder accounts. From time to time and for
such periods as deemed appropriate, the amount stated above may be reduced
voluntarily.
Under the Shareholder Services Agreement, Federated Shareholder Services will
either perform shareholder services directly or will pay Edward D. Jones & Co.
to perform shareholder services. Edward D. Jones & Co. will receive fees based
upon shares owned by their clients or customers. The schedules of such fees and
the basis upon which such fees will be paid will be determined from time to time
by the Trust and Federated Shareholder Services.
Federated Securities Corp. acts as the Trust's distributor in those states in
which Edward D. Jones & Co. 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
Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services (including certain legal and financial
reporting services) necessary to operate the Trust. Federated Services Company
provides these at an annual rate which relates to the average aggregate daily
net assets of all Federated Funds.
Average Aggregate
Maximum Fee Daily Net Assets
- ----------- -----------------------------------
0.150% on the first $250 million
0.125% on the next $250 million
0.100% on the next $250 million
0.075% on assets in excess of $750 million
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 Services Company may choose voluntarily to waive a portion of its fee.
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.
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 total return, 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.
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, advertisements for the Trust may refer to ratings, rankings,
and other information in certain financial publications and/or compare the
Trust's performance to certain indices.
PORTFOLIO OF INVESTMENTS
Edward D. Jones & Co. Daily Passport Cash Trust
February 28, 1998
<TABLE>
<CAPTION>
Principal
Amount Value
<S> <C> <C>
Government Agencies--34.1%
$40,000,000 (a)Federal Farm Credit System Floating Rate Notes, 5.479%, 4/1/1998 $ 39,998,110
36,500,000 Federal Farm Credit System, 5.600%-5.700%, 9/2/1998-10/1/1998 36,458,099
241,265,000 (b)Federal Home Loan Bank System Discount Notes, 5.380%-5.570%, 3/4/1998-6/22/1998 239,580,878
147,500,000 (a)Federal Home Loan Bank System Floating Rate Notes, 5.395%-5.726%, 3/3/1998-3/23/1998 147,452,825
170,065,000 Federal Home Loan Bank System, 5.640%-6.025%, 3/10/1998-1/21/1999 170,035,013
70,000,000 (a)Federal Home Loan Mortgage Corp. Floating Rate Notes,5.405%, 3/20/1998 69,983,117
40,900,000 Federal Home Loan Mortgage Corp., 5.715%-5.840%, 3/17/1998-4/8/1998 40,899,983
394,000,000 (b)Federal National Mortgage Association Discount Notes, 5.300%-5.555%, 3/30/1998-10/8/1998 387,801,306
350,500,000 (a)Federal National Mortgage Association Floating Rate Notes, 5.415%-5.779%, 3/3/1998-3/17/1998 350,335,904
370,000,000 Federal National Mortgage Association, 5.360%-7.000%, 3/10/1998-3/5/1999 369,828,125
50,000,000 (b)Student Loan Marketing Association Discount Notes, 5.590%, 3/2/1998 49,992,236
32,000,000 (a)Student Loan Marketing Association Floating Rate Notes, 5.779%, 3/3/1998 31,989,778
45,275,000 Student Loan Marketing Association, 5.625%-5.830%, 10/29/1998-2/12/1999 45,273,145
-------------
Total Government Agencies 1,979,628,519
-------------
(c)Repurchase Agreements--64.3%
255,000,000 ABN AMRO Chicago Corp., 5.690%, dated 2/27/1998, due 3/2/1998 255,000,000
510,000,000 Bear, Stearns and Co., 5.690%, dated 2/27/1998, due 3/2/1998 510,000,000
175,000,000 CIBC Wood Gundy Securities Corp., 5.690%, dated 2/27/1998, due 3/2/1998 175,000,000
152,000,000 (d)Chase Government Securities, Inc., 5.550%, dated 1/20/1998, due 4/20/1998 152,000,000
115,000,000 (d)Chase Government Securities, Inc., 5.550%, dated 1/27/1998, due 4/6/1998 115,000,000
260,000,000 Donaldson, Lufkin and Jenrette Securities Corp., 5.640%, dated 2/27/1998, due 3/2/1998 260,000,000
75,000,000 First Union Capital Markets, 5.640%, dated 2/27/1998, due 3/2/1998 75,000,000
99,000,000 (d)Goldman Sachs Group, LP, 5.550%, dated 2/26/1998, due 4/27/1998 99,000,000
120,000,000 Goldman Sachs Group, LP, 5.690%, dated 2/27/1998, due 3/2/1998 120,000,000
280,000,000 HSBC Securities, Inc., 5.690%, dated 2/27/1998, due 3/2/1998 280,000,000
220,000,000 (d)J.P. Morgan & Co., Inc., 5.540%, dated 2/12/1998, due 3/31/1998 220,000,000
159,000,000 (d)Lehman Brothers, Inc., 5.520%, dated 1/9/1998, due 4/6/1998 159,000,000
230,000,000 Morgan Stanley Group, Inc., 5.700%, dated 2/27/1998, due 3/2/1998 230,000,000
245,000,000 Prudential Securities, Inc., 5.690%, dated 2/27/1998, due 3/2/1998 245,000,000
225,000,000 Societe Generale, New York, 5.650%, dated 2/27/1998, due 3/2/1998 225,000,000
36,100,000 Swiss Bank Capital Markets, 5.630%, dated 2/27/1998, due 3/2/1998 36,100,000
150,000,000 Swiss Bank Capital Markets, 5.630%, dated 2/27/1998, due 3/2/1998 150,000,000
225,000,000 Toronto Dominion Securities (USA) Inc., 5.690%, dated 2/27/1998, due 3/2/1998 225,000,000
100,000,000 UBS Securities, Inc., 5.690%, dated 2/27/1998, due 3/2/1998 100,000,000
100,000,000 Westdeutsche Landesbank Girozentrale, 5.640%, dated 2/27/1998, due 3/2/1998 100,000,000
-------------
Total Repurchase Agreements 3,731,100,000
-------------
U.S. Treasury--1.6%
22,000,000 United States Treasury Notes, 5.875%, 1/31/1999 22,063,218
39,000,000 United States Treasury Notes, 6.125%, 5/15/1998 39,014,323
31,000,000 United States Treasury Notes, 6.250%, 7/31/1998 31,068,703
-------------
Total U.S. Treasury 92,146,244
-------------
Total Investments (at amortized cost)(e) $5,802,874,763
-------------
</TABLE>
(a) Current rate and next reset date shown.
(b) Discount rate at time of purchase.
(c) The 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 the repurchase agreements are through participation in joint
accounts with other Federated funds.
(d) Although final maturity falls beyond seven days, a liquidity feature is
included in each 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
($5,805,434,362) at February 28, 1998.
The following acronym is used throughout this portfolio:
LP--Limited Partnership
(See Notes which are an integral part of the Financial Statements)
STATEMENT OF ASSETS AND LIABILITIES
Edward D. Jones & Co. Daily Passport Cash Trust
February 28, 1998
<TABLE>
<CAPTION>
Assets:
<S> <C> <C>
Investments in repurchase agreements $3,731,100,000
Investments in securities 2,071,774,763
Total investments in securities, at amortized cost and value 5,802,874,763
Cash 3,635,335
Income receivable 17,139,679
Receivable for shares sold 74,572,857
-------------
Total assets 5,898,222,634
Liabilities:
Payable for investments purchased $58,982,352
Payable for shares redeemed 25,971,976
Income distribution payable 4,582,696
Accrued expenses 3,251,248
-----------
Total liabilities 92,788,272
-------------
Net Assets for 5,805,434,362 shares outstanding $5,805,434,362
-------------
Net Asset Value, Offering Price and Redemption Proceeds Per Share:
$5,805,434,362 (divide) 5,805,434,362 shares outstanding $1.00
-------------
(See Notes which are an integral part of the Financial Statements)
</TABLE>
STATEMENT OF OPERATIONS
Edward D. Jones & Co. Daily Passport Cash Trust
Year Ended February 28, 1998
<TABLE>
<CAPTION>
Investment Income:
<S> <C> <C>
Interest $288,702,686
Expenses:
Investment advisory fee $ 21,839,967
Administrative personnel and services fee 3,884,997
Custodian fees 200,341
Transfer and dividend disbursing agent fees and expenses 5,326,111
Directors'/Trustees' fees 52,019
Auditing fees 18,106
Legal fees 14,700
Portfolio accounting fees 286,415
Shareholder services fee 12,868,729
Share registration costs 637,852
Printing and postage 371,870
Insurance premiums 31,735
Taxes 10,435
Miscellaneous 75,337
------------
Total expenses 45,618,614
------------
Net investment income $243,084,072
------------
(See Notes which are an integral part of the Financial Statements)
</TABLE>
STATEMENT OF CHANGES IN NET ASSETS
Edward D. Jones & Co. Daily Passport Cash Trust
<TABLE>
<CAPTION>
Year Ended February 28,
-----------------------------------
1998 1997
---------------- --------------
<S> <C> <C>
Increase (Decrease) in Net Assets:
Operations--
Net investment income $ 243,084,072 $ 189,817,313
---------------- ----------------
Distributions to Shareholders--
Distributions from net investment income (243,084,072) (189,817,313)
---------------- ----------------
Share Transactions--
Proceeds from sale of shares 20,818,466,418 16,504,255,897
Net asset value of shares issued to shareholders in payment of distributions declared 239,671,111 186,566,785
Cost of shares redeemed (20,012,723,131) (15,881,957,509)
---------------- ----------------
Change in net assets resulting from share transactions 1,045,414,398 808,865,173
---------------- ----------------
Change in net assets 1,045,414,398 808,865,173
Net Assets:
Beginning of period 4,760,019,964 3,951,154,791
---------------- ----------------
End of period $ 5,805,434,362 $ 4,760,019,964
---------------- ----------------
(See Notes which are an integral part of the Financial Statements)
</TABLE>
NOTES TO FINANCIAL STATEMENTS
Edward D. Jones & Co. Daily Passport Cash Trust
February 28, 1998
(1) Organization
Edward D. Jones & Co. Daily Passport Cash Trust (the "Trust") is registered
under the Investment Company Act of 1940, as amended (the "Act"), as a
diversified, open-end management investment company. The investment objective of
the Trust is stability of principal and current income consistent with stability
of principal.
(2) Significant Accounting Policies
The following is a summary of significant accounting policies consistently
followed by the Trust in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
Investment Valuations
The Trust uses the amortized cost method to value its portfolio securities in
accordance with Rule 2a-7 under the Act.
Repurchase Agreements
It is the policy of the Trust to require the custodian bank to take possession,
to have legally segregated in the Federal Reserve Book Entry System, or to have
segregated within the custodian bank's vault, all securities held as collateral
under repurchase agreement transactions. 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 repurchase 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 the guidelines and/or
standards reviewed or established by the Board of Trustees (the "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"). Distributions 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.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts of assets, liabilities, expenses and revenues reported in the
financial statements. Actual results could differ from those estimated.
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
February 28, 1998, capital paid-in aggregated $5,805,434,362. Transactions in
shares were as follows:
<TABLE>
<CAPTION>
Year Ended
February 28,
--------------------------------
1998 1997
-------------- ---------------
<S> <C> <C>
Shares sold 20,818,466,418 16,504,255,897
Shares issued to shareholders in payment of distributions declared 239,671,111 186,566,785
Shares redeemed (20,012,723,131) (15,881,957,509)
--------------- ---------------
Net change resulting from share transactions 1,045,414,398 808,865,173
--------------- ---------------
</TABLE>
(4) Investment Advisory Fee and Other Transactions with Affiliates
Investment Advisory Fee
Passport Research Ltd., the Trust's investment adviser (the "Adviser"), receives
for its services an annual investment advisory fee based on average daily net
assets of the Trust as follows: 0.50% on the first $500 million, 0.475% on the
next $500 million, 0.45% on the next $500 million, and 0.425% on the next $500
million and 0.40% thereafter. The adviser will waive the amount that normal
operating expenses of the Trust (including the investment advisory fee, but
excluding brokerage commissions, interest, taxes and extraordinary expenses)
exceed 2.5% per year on the first $30 million of average daily net assets of the
Trust, 2% per year on the next $70 million of average daily net assets of the
Trust, and 1.5% per year on any additional assets.
Administrative Fee
Federated Services Company ("FServ"), under the Administrative Services
Agreement, provides the Trust with administrative personnel and services. The
fee paid to FServ is based on the level of average aggregate daily net assets of
all 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 shares.
Shareholder Services Fee
Under the terms of a Shareholder Services Agreement with Federated Shareholder
Services, the Trust will pay Federated Shareholder Services up to 0.25% of
average daily net assets of the Trust shares for the period. The fee paid to
Federated Shareholder Services is used to finance certain services for
shareholders and to maintain shareholder accounts.
Transfer and Dividend Disbursing Agent Fees and Expenses
FServ, through its subsidiary, Federated Shareholder Services Company ("FSSC")
serves as transfer and dividend disbursing agent for the Trust. The fee paid to
FSSC is based on the size, type, and number of accounts and transactions made by
shareholders.
Portfolio Accounting Fees
FServ maintains the Trust's accounting records for which it receives a fee. The
fee is based on the level of the Trust's average daily net assets for the
period, plus out-of-pocket expenses.
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, including
the portfolio of investments, of Edward D. Jones & Co. Daily Passport Cash Trust
as of February 28, 1998, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the years in the
period then ended, and the financial highlights for each of the ten years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the financial statements and
financial highlights 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 February 28, 1998, by correspondence with the custodian and brokers
or other appropriate auditing procedures where replies from brokers were not
received. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the financial statements
and financial highlights referred to above present fairly, in all material
respects, the financial position of Edward D. Jones & Co. Daily Passport Cash
Trust at February 28, 1998, and the results of its operations for the year then
ended, changes in its net assets for each of the years in the period then ended,
and financial highlights for each of the ten years in the period then ended, in
conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
April 15, 1998
ADDRESSES
Edward D. Jones & Co.
Daily Passport Cash Trust
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Principal Distributor
Edward D. Jones & Co.
201 Progress Parkway
Maryland Heights, Missouri 63043
Distributor
Federated Securities Corp.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Investment Adviser
Passport Research, Ltd.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Custodian
State Street Bank and Trust Company
P.O. Box 1800
Boston, Massachusetts 02266-8600
Transfer Agent and Dividend Disbursing Agent
Federated Shareholder Services Company
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Independent Auditors
Ernst & Young LLP
One Oxford Centre
Pittsburgh, Pennsylvania 15219
[This Page Intentionally Left Blank]
[This Page Intentionally Left Blank]
[LOGO EdwardJones]
Daily
Passport
Cash Trust
PROSPECTUS
- ------------------------------------
April 30, 1998
A Passport
to Cash
Management
Serving Individual Investors Since 1871
Edward Jones
201 Progress Parkway
Maryland Heights, Missouri 63043
1-800-331-2451
Distributor
[LOGO EdwardJones]
Cusip 480023100
8032801A (4/98)
Edward D. Jones & Co. Daily Passport Cash Trust
Statement of Additional Information
This Statement of Additional Information should be read with the
prospectus of the Trust dated April 30, 1998. 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 1-800-331-2451.
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7000
Statement dated April 30, 1998
EDWARD D. JONES & CO.
201 PROGRESS PARKWAY
MARYLAND HEIGHTS, MISSOURI 63043
1-800-331-2451
Distributor
<PAGE>
Table of Contents
I
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
Credit Enhancement 3
Investment Limitations 3
Regulatory Compliance 4
Purchasing Shares 5
Conversion to Federal Funds 5
Determining Net Asset Value 5
Use of the Amortized Cost Method 5
Redeeming Shares 6
Redemption in Kind 6
VISA Account 6
Massachusetts Partnership Law 6
Trust Ownership 7
Edward D. Jones Daily Passport Cash Trust Management 8
Trustees Compensation 12
Trustee Liability 12
Investment Advisory Services 13
Adviser to the Trust 13
Advisory Fees 13
Brokerage Transactions 13
Other Services 14
Trust Administration 14
Custodian and Portfolio Accountant 14
Transfer Agent 14
Independent Auditors 14
Shareholder Services Agreement 14
Tax Status 14
The Trust's Tax Status 14
Shareholders' Tax Status 14
Yield 15
Effective Yield 15
Total Return 15
Performance Comparisons 15
Economic and Market Information 16
About Federated Investors 16
Mutual Fund Market 16
Institutional Clients 17
Bank Marketing 17
Broker/Dealers and Bank
Broker/Dealer Subsidiaries 17
<PAGE>
Page 1
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 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:
o Eurodollar Certificates of Deposit issued by foreign branches of U.S. or
foreign banks;
o Eurodollar Time Deposits, which are U.S. dollar-denominated deposits in
foreign branches of U.S. or foreign banks;
o Canadian Time Deposits, which are U.S. dollar-denominated deposits issued
by branches of major Canadian banks located in the United States; and
o 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.
Ratings
A nationally recognized statistical rating organization's (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 ("S&P"), Prime-1 by Moody's Investors Service, Inc. ("Moody's"), or
F-1 (+ or -) by Fitch IBCA, 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."
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:
o the full faith and credit of the U.S. Treasury;
o the issuer's right to borrow from the U.S. Treasury;
o the discretionary authority of the U.S. government to purchase certain
obligations of agencies or instrumentalities; or
o 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:
o Farm Credit System, including the National Bank for Cooperatives, Farm
Credit Banks, and Banks for Cooperatives;
o Federal Home Loan Banks;
o Federal Home Loan Mortgage Corporation;
o Federal National Mortgage Association;
o Government National Mortgage Association; and
o 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.
o the frequency of trades and quotes for the security;
o the number of dealers willing to purchase or sell the security and the
number of other potential buyers;
o dealer undertakings to make a market in the security; and
o 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
investment 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.
Credit Enhancement
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. However,
credit-enhanced securities will not be treated as having been issued by the
credit-enhancer for diversification purposes, unless the Trust has invested more
than 10% of its assets in securities issued, guaranteed or otherwise credit-
enhanced by the credit-enhancer, in which case the securities will be treated as
having been issued by both the issuer and the credit-enhancer.
The Trust may have more than 25% of its total assets invested in securities
credit-enhanced by banks.
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 by a U.S. branch of a domestic bank or
savings association having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."
Regulatory Compliance
The Trust may follow non-fundamental operational policies that are more
restrictive than its fundamental investment limitations, as set forth in the
prospectus and this 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. In particular, the Trust will comply
with 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.
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 & Co. or Federated Shareholder
Services Company acts as the shareholder's agent in depositing checks and
converting them to federal funds.
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 NRSROs. 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
Shareholder 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 check card or VISA checks.
The VISA check 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 check 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 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
check card privilege or to impose additional charges for establishing or
maintaining a VISA account.
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.
Trust Ownership
Officers and Trustees own less than 1% of the Trust's outstanding shares. As of
March 26, 1998, no shareholders of record owned 5% of more of the outstanding
shares of the Trust.
<PAGE>
Edward D. Jones Daily Passport Cash Trust Management
Officers and Trustees are listed with their addresses, birthdates, present
positions with Edward D. Jones 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. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds.Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Company.
Thomas G. Bigley
15 Old Timber Trail
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director, Member of Executive Committee, Children's Hospital of Pittsburgh;
formerly, Senior Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.;
Director, Member of Executive Committee, University of Pittsburgh; Director or
Trustee 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; Partner or Trustee in private real estate
ventures in Southwest Florida; formerly, President, Naples Property Management,
Inc. and Northgate Village Development Corporation; Director or Trustee of the
Funds.
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.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.
<PAGE>
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine, 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 or Trustee of the Funds.
Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.
Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.
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; Director or Trustee of the Funds.
<PAGE>
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Public relations/Marketing/Conference Planning; Director or Trustee of the
Funds.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
President
Executive Vice President and Trustee, Federated Investors; 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
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr.
Donahue is the son of John F. Donahue, Chairman and Trustee of the Company.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.
John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President , Secretary and Treasurer
Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds; Treasurer of some of
the Funds.
* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.
@ Member of the Executive Committee. The Executive Committee of the Board
of Trustees handles the responsibilities of the Board between meetings
of the Board.
As used in the table above, "The Funds" and "Funds" mean the following
investment companies: 111 Corcoran Funds; Automated Government Money Trust;
Blanchard Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II;
Cash Trust Series, Inc.; DG Investor Series; Edward D. Jones & Co. Daily
Passport Cash Trust; Federated Adjustable Rate U.S. Government Fund, Inc.;
Federated American Leaders Fund, Inc.; Federated ARMs Fund; Federated Core
Trust; Federated Equity Funds; Federated Equity Income Fund, Inc.; Federated
Fund for U.S. Government Securities, Inc.; Federated GNMA Trust; Federated
Government Income Securities, Inc.; Federated Government Trust; Federated High
Income Bond Fund, Inc.; Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust; Federated Institutional
Trust; Federated Insurance Series; Federated Investment Portfolios; Federated
Investment Trust; Federated Master Trust; Federated Municipal Opportunities
Fund, Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock and Bond Fund, Inc.; Federated Stock Trust;
Federated Tax-Free Trust; Federated Total Return Series, Inc.; Federated U.S.
Government Bond Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First Priority Funds;
Fixed Income Securities, Inc.; High Yield Cash Trust; Intermediate Municipal
Trust; International Series, Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Term Trust, Inc. - 1999; Liberty U.S. Government Money
Market Trust; Liquid Cash Trust; Managed Series Trust; Money Market Management,
Inc.; Money Market Obligations Trust; Money Market Obligations Trust II; Money
Market Trust; Municipal Securities Income Trust; Newpoint Funds; RIMCO Monument
Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The Planters Funds;
The Virtus Funds; Trust for Financial Institutions; Trust for Government Cash
Reserves; Trust for Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; WesMark Funds; WCT Funds; and World Investment Series,
Inc.
<PAGE>
Trustees Compensation
<TABLE>
<CAPTION>
AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM TOTAL COMPENSATION PAID
TRUST TRUST* FROM FUND COMPLEX +
<S> <C> <C>
John F. Donahue, $0 $0 for the Trust and
Chairman and Trustee 56 other investment companies in the Complex
Thomas G. Bigley, $4,537.75 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
John T. Conroy, Jr., $4,992.27 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
William J. Copeland, $4,992.27 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
James E. Dowd, $4,992.27 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
Lawrence D. Ellis, M.D., $4,537.75 $111,222 for the Trust and
Trustee 56other investment companies in the Complex
Edward L. Flaherty, Jr., $4,992.27 $122,362 for the Trust and
Trustee 56 other investment companies in the Complex
Peter E. Madden, $4,537.75 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
John E. Murray, Jr., $4,537.75 $111,222 for the Trust and
Trustee 56other investment companies in the Complex
Wesley W. Posvar, $4,537.75 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
Marjorie P. Smuts, $4,537.75 $111,222 for the Trust and
Trustee 56 other investment companies in the Complex
</TABLE>
*Information is furnished for the fiscal year ended February 28, 1998.
+ The information provided is for the last calendar year end.
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.
<PAGE>
Investment Advisory Services
Adviser to the Trust
The Trust's investment adviser, Passport Research, Ltd. (the "Adviser"), 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. 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 & Co. can require Federated Investors to repurchase
all of its partnership interest in the Adviser at the then current book value.
Edward D. Jones & Co. cannot transfer, sell, or assign its partnership interest
in the Adviser without first offering it to Federated Investors.
As long as Edward D. Jones & Co. 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 & Co. will offer
the shares of the other money market mutual fund. Edward D. Jones & Co. 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, 1998 and 1997, the Trust's adviser earned $21,839,967 and
$18,178,478, respectively. During the fiscal year ended February 29, 1996, the
Trust's adviser earned $14,050,499. All advisory fees were computed on the same
basis as in the present contract described in the prospectus.
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 use 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
guidelines established 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. Research services provided by brokers and
dealers may be used by the Adviser or its affiliates in advising the Trust 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. 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. During the fiscal
years ended February 28, 1998 and 1997, no brokerage commissions were paid by
the Trust. For the fiscal year ended February 29, 1996 , no brokerage
commissions were paid by the Trust.
Although investment decisions for the Trust are made independently from those of
the other accounts managed by the Adviser, investments of the type the Trust may
make may also be made by those other accounts. When the Trust and one or more
other accounts managed by the Adviser are prepared to invest in, or desire to
dispose of , the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Trust or the size of the position obtained or disposed of by the Trust. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to the benefit of the Trust.
Other Services
Trust Administration
Federated Services Company, a subsidiary of Federated Investors, and Edward D.
Jones & Co., provides administrative personnel and services to the Trust for a
fee as described in the prospectus. From March 1, 1994, to March 1, 1996,
Federated Administrative Services, a subsidiary of Federated Investors, served
as the Trust's Administrator. For purposes of this Statement of Additional
Information, Federated Services Companyand Federated Administrative Services may
hereinafter collectively be referred to as the "Administrators." For the fiscal
years ended February 28, 1998 and 1997, the Administrators earned $3,884,997 and
$3,198,194, respectively. For the fiscal year ended February 29, 1996, the
Administrators earned $2,421,597.
Custodian and Portfolio Accountant
State Street Bank and Trust Company, Boston, Massachusetts is custodian for the
securities and cash of the Trust. Federated Services Company, Pittsburgh,
Pennsylvania provides certain accounting and recordkeeping services with respect
to the Trust's portfolio investments. The fee paid for this service is based
upon the level of the Trust's average net assets for the period, plus
out-of-pocket expenses.
Transfer Agent
Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, maintains all necessary shareholder records and
receives a fee based on the number of shareholder accounts. Edward D. Jones &
Co. 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 Services Agreement
This arrangement permits the payment of fees to Edward D. Jones & Co. 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, 1998, payments in the amount of
$12,868,729 were made pursuant to the Shareholder Services Agreement, all of
which was paid to Edward D. Jones & Co.
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:
o derive at least 90% of its gross income from dividends, interest, and
gains from the sale of securities;
o invest in securities within certain statutory limits; and
o 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, 1998 was
4.79%.
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:
o 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;
o 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
o 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, 1998 was
4.90%.
The Trust's effective yield is computed by compounding the unannualized base
period return by:
o adding 1 to the base period return;
o raising the sum to the 365/7th power; and
o subtracting 1 from the result.
Total Return
Average annual total return is the average compounded rate of return for a given
period that would equate a $1,000 initial investment to the ending redeemable
value of that investment. The ending redeemable value is computed by multiplying
the number of shares owned at the end of the period by the net asset value per
share at the end of the period. The number of shares owned at the end of the
period is based on the number of shares purchased at the beginning of the period
with $1,000, adjusted over the period by any additional shares, assuming the
monthly reinvestment of all dividends and distributions.
The Trust's average annual total returns for the one, five, and ten-year periods
ended February 28, 1998 were 4.84%, 4.12%, and 5.15%, respectively.
Performance Comparisons
The Trust's performance depends upon such variables as:
o portfolio quality;
o average portfolio maturity;
o type of instruments in which the portfolio is invested;
o changes in interest rates on money market instruments;
o changes in Trust expenses; and
o 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:
o 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.
Advertising and other promotional literature may include charts, graphs and
other illustrations using the Trust's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Trust can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.
Economic and Market Information
Advertising and sales literature for the Trust may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by Trust portfolio managers and their views and analysis on how
such developments could affect the Funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute.
About Federated Investors
Federated Investors is dedicated to meeting investor needs which is reflected in
its investment decision making--structured, straightforward, and consistent.
This has resulted in a history of competitive performance with a range of
competitive investment products that have gained the confidence of thousands of
clients and their customers.
The company's disciplined security selection process is firmly rooted in sound
methodologies backed by fundamental and technical research. Investment decisions
are made and executed by teams of portfolio managers, analysts, and traders
dedicated to specific market sectors. These traders handle trillions of dollars
in annual trading volume.
In the money market sector, Federated Investors gained prominence in the mutual
fund industry in 1974 with the creation of the first institutional money market
fund. Simultaneously, the company pioneered the use of the amortized cost method
of accounting for valuing shares of money market funds, a principal means used
by money managers today to value money market fund shares. Other innovations
include the first institutional tax-free money market fund. As of December 31,
1997, Federated Investors managed more than $63.1 billion in assets across 51
money market funds, including 18 government, 11 prime and 22 municipal with
assets approximating $35.0 billion,$17.1 billion and $10.9 billion,
respectively.
J. Thomas Madden, Executive Vice President, oversees Federated Investors' equity
and high yield corporate bond management while William D. Dawson, Executive Vice
President, oversees Federated Investors' domestic fixed income management. Henry
A. Frantzen, Executive Vice President, oversees the management of Federated
Investors' international and global portfolios.
Mutual Fund Market
Thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.*
Federated Investors, through its subsidiaries, distributes mutual funds for a
variety of investment applications. Specific markets include:
Institutional Clients
Federated Investors meets the needs of approximately 900 institutional clients
nationwide by managing and servicing separate accounts and mutual funds for a
variety of applications, including defined benefit and defined contribution
programs, cash management, and asset/liability management. Institutional clients
include corporations, pension funds, tax-exempt entities,
foundations/endowments, insurance companies, and investment and financial
advisers. The marketing effort to these institutional clients is headed by John
B. Fisher, President, Institutional Sales Division.
Bank Marketing
Other institutional clients include close relationships with more than 1,600
banks and trust organizations. Virtually all of the trust divisions of the top
100 bank holding companies use Federated funds in their clients' portfolios. The
marketing effort to trust clients is headed by Timothy C. Pillion, Senior Vice
President, Bank Marketing & Sales.
Broker/Dealers and Bank Broker/Dealer Subsidiaries
Federated funds are available to consumers through major brokerage firms
nationwide - we have over 2,200 broker/dealer and bank broker/dealer
relationships across the country - supported by more wholesalers than any other
mutual fund distributor. Federated's service to financial professionals and
institutions has earned it high ratings in several surveys performed by DALBAR,
Inc. DALBAR is recognized as the industry benchmark for service quality
measurement. The marketing effort to these firms is headed by James F. Getz,
President, Federated Securities Corp.
*Source: Investment Company Institute
Cusip 480023100
8032801B (4/98)
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;
(15)
(2) (i) Copy of By-Laws of the Registrant as amended and restated; (15)
(ii)Copy of Amendment No. 3 to the By-Laws; +
(3) Not applicable;
(4) Copy of Specimen Certificate for Shares of Beneficial
Interest of the Registrant; (15) (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; (15)
(7) Not applicable;
(8) (i) Conformed copy of the revised Custodian Agreement of the
Registrant; (15)
(ii) Conformed copy of Domestic Custody Fee
Schedule; +
(9) (i).........Conformed copy of Agreement for Fund Accounting
Services, Administrative Services, Transfer
Agency Services and Custody Services
Procurement; +
(ii)........Conformed copy of Amended and Restated
Shareholder Services Agreement; +
(iii).......Conformed copy of Shareholder Services Sub-
Contract; (15)
(10) Conformed copy of Opinion and Consent of Counsel as to Legality of
Shares being registered; (15)
(11) Conformed copy of Consent of Independent Accountants; +
(12) Not applicable;
(13) Conformed copy of Initial Capital Understanding; (15)
(14) Not applicable;
(15) Not applicable;
(16) 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; (16)
+ All exhibits have been filed electronically.
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)
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 31 on Form N-1A filed April 20, 1995. (File Nos. 2-66437 and
811-2993)
16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 33 on Form N-1A filed April 22, 1997. (File Nos. 2-66437 and
811-2993)
<PAGE>
Item 25. Persons Controlled by or Under Common Control with Registrant:
None
Item 26. Number of Holders of Securities:
Number of Record Holders
Title of Class as of March 26, 1998
-------------- ----------------------
Shares of Beneficial Interest 703,991
(no par value)
Item 27. Indemnification: (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)
<PAGE>
Item 28. Business and Other Connections of Investment Adviser:
(a) For a description of the other business of the investment adviser, see
the section entitled "Trust Information - Management of the Trust" in
Part A. The affiliations with the Registrant of four of the Trustees
and one of the Officers of the investment adviser are included in Part
B of this Registration Statement under "Edward D. Jones Daily Passport
Cash Trust Management." The remaining Trustee of the investment
adviser, his position with the investment adviser, and, in parentheses,
his principal occupation is: Mark D. Olson (Partner, Wilson, Halbrook &
Bayard), 107 W. Market Street, Georgetown, Delaware 19947.
The remaining Officers of the investment adviser are:
Executive Vice Presidents: William D. Dawson, III
Henry A. Frantzen
J. Thomas Madden
Senior Vice Presidents: Joseph M. Balestrino
Drew J. Collins
Jonathan C. Conley
Deborah A. Cunningham
Mark E. Durbiano
Sandra L. McInerney
J. Alan Minteer
Susan M. Nason
Mary Jo Ochson
Robert J. Ostrowski
Vice Presidents: Todd A. Abraham
J. Scott Albrecht
Randall S. Bauer
David A. Briggs
Micheal W. Casey
Kenneth J. Cody
Alexandre de Bethmann
Michael P. Donnelly
Linda A. Duessel
Donald T. Ellenberger
Kathleen M. Foody-Malus
Thomas M. Franks
Edward C. Gonzales
James E. Grefenstette
Susan R. Hill
Stephen A. Keen
Robert K. Kinsey
Robert M. Kowit
Jeff A. Kozemchak
Steven Lehman
Marian R. Marinack
Charles A. Ritter
Scott B. Schermerhorn
Frank Semack
Aash M. Shah
Christopher Smith
William F. Stotz
Tracy P. Stouffer
Edward J. Tiedge
Paige M. Wilhelm
Jolanta M. Wysocka
<PAGE>
Assistant Vice Presidents:
Stefanie L. Bachhuber
Arthur J. Barry
Robert E. Cauley
Lee R. Cunningham, II
Paul S. Drotch
Salvatore A. Esposito
Donna M. Fabiano
John T. Gentry
William R. Jamison
Constantine Kartsonsas
Natalie F. Metz
Joseph M. Natoli
Keith J. Sabol
John Sheehy
Michael W. Sirianni
Gregg S. Tenser
Leonardo A. Vila
Lori A. Wolff
Secretary: Stephen A. Keen
Treasurer: Thomas R. Donahue
Assistant Secretaries: Thomas R. Donahue
Richard B. Fisher
Christine I. McGonigle
Assistant Treasurer: Richard B. Fisher
The business address of each of the Officers of the investment adviser
is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.
These individuals are also officers of a majority of the investment
advisers to the Funds listed in Part B of this Registration Statement.
Item 29. Principal Underwriters:
(a) None
(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.
Allan J. Anderson United Kingdom
Charles E. Armstrong Jr. Investment Representative (IR)
Jandy R. Arnold Insurance/Annuity Operations
John W. Bachmann Managing Principal
Thomas M. Bartow Advanced IR Training
James D. Bashor IR -Regional Leader
Kevin D. Bastien Accounting
Armin C. Baumgartel IR - Regional Leader
Robert J. Beck Municipal Bonds
Roger W. Bennett IR - Regional Leader
John D. Beuerlein IR Development
Howard W. Bokhoven IR - Regional Leader
John S. Borota Sales Recruiting
Robb R. Boyd IR - Regional Leader
Harold Britton IR - Regional Leader
William H. Broderick III On-Line Marketing
Morton L. Brown Managed Asset Services
Daniel A. Burkhardt Investment Banking
Jack L. Cahill IR Training
Brett A. Campbell New IR Marketing
William F. Campbell IR - Regional Leader
John J. Caruso Information Systems
Architecture
Guy R. Cascella IR Development
Pamela K. Cavness Compliance
Richard A. Christensen Jr. Mutual Fund Operations
Robert J. Ciapciak Managing Principal Support
Stephan P. Clement Video
Cheryl J. Cook-Schneider Compliance
Loyola A. Cronin Branch Staff Training
Gary J. Coon IR - Regional Leader
Richard A. Coon IR - Regional Leader
Terry E. Crow Trust Company
Michael W. Cummins IR - Regional Leader
Paul J. Curran IR - Regional Leader
Harry J. Daily, Jr. IR - Regional Leader
Paul R. Daniels IR - Regional Leader
Douglas E. Davis IR - Regional Leader
John M. Delavan IR - Regional Leader
John P. Dille IR - Regional Leader
James E. Docksey IR - Regional Leader
Cynthia A. Doria Legal
Gregory B. Dosmann IR Development
Brian T. Duffy IR - Regional Leader
William T. Dwyer IR - Regional Leader
Abe W. Dye IR - Regional Leader
Norman L. Eaker Operations Division
Robert A. Eaker IR - Regional Leader
James K. Eberle IR - Regional Leader
Michael J. Esser Government Relations
Scott A. Ferguson IR - Regional Leader
Ann M. Ficken Internal Audit
Kevin N. Flatt Fixed Income
Steven J. Fraser Securities Processing
Chris A. Gilkison Branch Locations
Barbara G. Gilman Sales Hiring
Steven L. Goldberg Central Services
Ronald L. Gorgen Field Services
Robert L. Gregory New IR Support
Kevin C. Haarberg IR - Regional Leader
Stuart E. Hamilton IR - Regional Leader
Patricia F. Hannum Marketing Services
Paul J. Hansell IR - Regional Leader
Stephen P. Harrison IR - Regional Leader
David L. Hayes IR - Regional Leader
Randy K. Haynes Branch Services
Peter R. Heisler IR - Regional Leader
Clifton L. Helbert IR - Regional Leader
John M. Hess IR - Regional Leader
Mary Beth Heying Communications
Douglas E. Hill Chief Operating Officer
David V. Hirsch IR - Regional Leader
Thomas W. Hizar Jr. Investment Banking
William H. Hochstetler IR - Regional Leader
Alan J. Holmes IR - Regional Leader
Michael R. Holmes Sr. Human Resources
Don R. Howard IR - Regional Leader
Earl H. Hull Jr. IR - Regional Leader
Glennon D. Hunn Information Systems Controls
Gary R. Hunziker IR - Regional Leader
Thomas G. Iorio IR - Regional Leader
John E. Johnson Information Systems
Architecture
James J. Johnston IR - Regional Leader
Myles P. Kelly Accounting
Kenneth G. King Market Research
Timothy J. Kirley United Kingdom
Thomas M. Kliethermes IR - Regional Leader
Todd D. Knickerbocker IR - Regional Leader
Timothy J. Koehl Canada
James A. Krekeler Investment Banking
Frederick H. Kruse Boone National
David L. Lane IR - Regional Leader
Philip L. Langstraat IR - Regional Leader
Mark A. Leverenz Securities Processing
Michele M. Liebman Information Systems Support
Rhonda L. Liesenfeld Government Bonds
Richie L. Malone Chief Information Officer
J. Kevin Mangum IR - Regional Leader
Timothy J. McCoy Customer Retention Marketing
Thomas L. Migneron Income Distribution and
Settlement Operations
Richard G. Miller Jr. IR - Regional Leader
Thomas W. Miltenberger Mutual Funds Marketing
Merry L. Mosbacher Insurance Marketing
Rodger M. Naugle IR -Regional Leader
Steven Novik Chief Financial Officer
Robert K. Nyberg IR - Regional Leader
Barbara H. Ostby IR - Regional Leader
David G. Otto Research Marketing
Curtis A. Paul IR - Regional Leader
Van M. Pearcy IR - Regional Leader
James H. Phillips IR - Regional Leader
Gregory C. Picogna IR - Regional Leader
Darryl L. Pope Service Division
Leonard A. Price IR - Regional Leader
Colleen A. Raley Advertising
Ray W. Raley, Jr. Equities
Gary D. Reamey International Expansion
Trevor D. Reese Jr. IR - Regional Leader
James L. Regnier Branch Training
Ray L. Robbins Jr. Research
Wann Van Robinson III IR - Regional Leader
Charles N. Rogers IR Development
Douglas L. Rosen IR - Regional Leader
Timothy W. Rupp IR - Regional Leader
Harry J. Sauer III Customer Loan & Banking Services
Arthur Schlappi IR - Regional Leader
Thomas D. Schlosser IR - Regional Leader
Philip R. Schwab Syndicate
Festus W. Shaughnessy III Sales Hiring
Robert D. Shillingstad IR - Regional Leader
Connie W. Silverstein Banking Services
Alan F. Skrainka Research Marketing
John S. Sloop Market Development
Randall L. Smith IR - Regional Leader
Ronald H. Smith IR - Regional Leader
Lawrence R. Sobol Chief Legal Counsel
Lawrence E. Thomas IR Development
Daniel J. Timm New IR Training
Terry R. Tucker Information Systems
Operational Support
Richard G. Unnerstall Information Systems User
Interfaces
Steven A. Vanvoorhis IR - Regional Leader
Susan S. Venn Financial Reporting
Vincent A. Vento, Jr. Research
Robert L. Virgil Jr. Managing Principal Support
Jo Ann Von Bergen Cash Operations
Donald E. Walter Field Supervision
James D. Weddle Branch Development
Victoria R. Westall Financial Planning
Thomas J. Westphal Customer Information
Heidi S. Whitfield Product Review
Robert D. Williams IR -Regional Leader
Price P. Woodward Customer Segments
Alan T. Wright Investment Banking
Bradley A. Ytterberg Customer Segments
Judith A. Zeilmann Human Resources
(c) Not applicable
Item 30. Location of Accounts and Records:
All accounts and records required to be maintained by Section 31(a)
of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3
promulgated thereunder are maintained at one of the following
locations:
Edward D. Jones & Co. Daily Federated Investors Tower
Passport Cash Trust Pittsburgh, Pennsylvania
15222-3779
State Street Bank and Trust P.O. Box 8600
Company ("Custodian") Boston, Massachusetts
02266-8600
Federated Shareholder Services Company
("Transfer Agent and Federated Investors Tower
Dividend Disbursing Agent") Pittsburgh, Pennsylvania
15222-3779
Federated Services Company 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.
<PAGE>
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, certifies that it meets all of the requirements for
effectiveness of this Amendment to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Pittsburgh and Commonwealth of
Pennsylvania, on the 28th day of April, 1998.
EDWARD D. JONES & CO. DAILY PASSPORT CASH TRUST
BY: /s/ Matthew S. Hardin
Matthew S. Hardin, Assistant Secretary
Attorney in Fact for John F. Donahue
April 28, 1998
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/ Matthew S. Hardin
Matthew S. Hardin Attorney In Fact April 28, 1998
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Richard B. Fisher* President
John W. McGonigle* Treasurer, Executive Vice
President and Secretary
(Principal Financial and
Accounting Officer)
Thomas G. Bigley* Trustee
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
John E. Murray, Jr.* Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit 8(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
STATE STREET
DOMESTIC CUSTODY
FEE SCHEDULE
Federated Funds
I. Custody Services
Maintain custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make
cash disbursements and report cash transactions. Monitor corporate
actions.
ANNUAL FEES
ASSET
Per Fund .25 Basis Points
Wire Fees $3.00 per wire
Settlements:
o Each DTC Transaction $5.00
o Each Federal Reserve Book Entry Transaction $3.75
o Each Repo Transaction (All Repo) $3.75
o Each Physical Transaction (NY/Boston, Private Placement) $15.00
o Each Option Written/Exercised/Expired $18.75
Each Book Entry Muni (Sub-custody) Transaction $15.00
o Government Paydowns $5.00
o Maturity Collections $8.00
o PTC Transactions $6.00
II. Special Services
Fees for activities of a non-recurring nature such as fund consolidation
or reorganization, extraordinary security shipments and the preparation of
special reports will be subject to negotiation.
III. Balance Credit
Municipal Funds
A balance credit equal to 75% of the average demand deposit account
balance in the custodian account for the month billed times the 30 day
T-Bill Rate on the last Monday of the month billed, will be applied
against the month's custodian bill.
Transfer Agent
A balance credit equal to 100% of the average balance in the transfer
agent demand deposit accounts, less the reserve requirement and applicable
related expenses, times 75% of the 30 average Fed Funds Rate.
IV. Payment
The above fees will be charged against the funds' custodian checking
account thirty (30) days after the invoice is mailed to the funds' offices.
V. Term of Contract
The parties agree that this fee schedule shall become effective January 1,
1997.
FEDERATED SERVICES COMPANY STATE STREET
BY: /s/ Douglas L. Hein BY: /s/ Michael E. Hagerty
TITLE: Senior Vice President TITLE: Vice President
DATE: April 15, 1997 DATE: April 8, 1997
----------------------------------- -------------
Exhibit 2(ii) under Form N-1A
Exhibit 3(ii) under Item 601/Reg. S-K
Edward D. Jones & Co. Daily Passport Cash Trust
Amendment No. 3
to the By-Laws
Effective November 18, 1997
Delete Article III, Section 7 and replace with the following:
Action by Consent of the Board of Trustees, Executive Committee or Other
Committee. Subject to Article V, Section 2 of these By-Laws, any action required
or permitted to be taken at any meeting of the Trustees, Executive Committee or
any other duly appointed Committee may be taken without a meeting if consents in
writing setting forth such action are signed by all members of the Board or such
committee and such consents are filed with the records of the Trust. In the
event of the death, removal, resignation or incapacity of any Board or committee
member prior to that Trustee signing such consent, the remaining Board or
committee members may re-constitute themselves as the entire Board or committee
until such time as the vacancy is filled in order to fulfill the requirement
that such consents be signed by all members of the Board of committee.
Exhibit 9(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
FUND ACCOUNTING SERVICES,
ADMINISTRATIVE SERVICES,
TRANSFER AGENCY SERVICES
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of March 1, 1996, 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 "Investment Company"), on behalf of the portfolios (individually
referred to herein as a "Fund" and collectively as "Funds") of the Investment
Company, and FEDERATED SERVICES COMPANY, a Pennsylvania corporation, having its
principal office and place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 on behalf of itself and its subsidiaries (the
"Company").
WHEREAS, the Investment Company 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");
WHEREAS, the Investment Company may desire to retain the Company as fund
accountant to provide fund accounting services (as herein defined) including
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 desires to accept such appointment;
WHEREAS, the Investment Company may desire to appoint the Company as its
administrator to provide it with administrative services (as herein defined), if
so indicated on Exhibit, and the Company desires to accept such appointment;
WHEREAS, the Investment Company may desire to appoint the Company as its
transfer agent and dividend disbursing agent to provide it with transfer agency
services (as herein defined) 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 Investment Company 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
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 Investment Company 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 Investment Company's Board of
Trustees or Directors ("Board"), the Company will assist the Investment Company
with regard to fund accounting for the Investment Company, 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 realized 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 Investment Company, 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 Investment Company are the
property of the Investment Company and further agrees to surrender
promptly to the Investment Company such records upon the Investment
Company's request;
G. At the request of the Investment Company, prepare various reports or
other financial documents in accordance with generally accepted
accounting principles as required by federal, state and other applicable
laws and regulations; and
H. Such other similar services as may be reasonably requested by the
Investment Company.
The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section One,
shall hereafter be referred to as "Fund Accounting Services."
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for Fund Accounting Services 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.
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 Investment Company; independent auditors expenses;
legal and audit department expenses billed to the Company for work
performed related to the Investment Company, the Funds, or the Classes;
law firm expenses; organizational 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 attributable to the Fund
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 Investment Company 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
Fund Accounting Services. Such person or persons may be affiliates of
the Company, third-party service providers, or they may be officers and
employees who are employed by both the Company and the Investment
Company; provided, however, that the Company shall be as fully
responsible to each Fund for the acts and omissions of any such
subcontractor as it is for its own acts and omissions. The compensation
of such person or persons shall be paid by the Company and no obligation
shall be incurred on behalf of the Investment Company, the Funds, or the
Classes in such respect.
SECTION TWO: ADMINISTRATIVE SERVICES.
Article 4. Appointment.
The Investment Company hereby appoints the Company as Administrator for the
period on the terms and conditions set forth in this Agreement. The Company
hereby accepts such appointment and agrees to furnish the services set forth in
Article 5 of this Agreement in return for the compensation set forth in Article
9 of this Agreement.
Article 5. The Company's Duties.
As Administrator, and subject to the supervision and control of the Board and
in accordance with Proper Instructions (as defined hereafter) from the
Investment Company, the Company will provide facilities, equipment, and
personnel to carry out the following administrative services for operation of
the business and affairs of the Investment Company and each of its portfolios:
A. prepare, file, and maintain the Investment Company's governing documents
and any amendments thereto, including the Charter (which has already
been prepared and filed), the By-laws and minutes of meetings of the
Board and Shareholders;
B. prepare and file with the Securities and Exchange Commission and the
appropriate state securities authorities the registration statements for
the Investment Company and the Investment Company's 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 Investment Company to make a continuous offering
of its shares;
C. prepare, negotiate, and administer contracts (if any) on behalf of the
Investment Company with, among others, the Investment Company's
investment advisers and distributors, subject to any applicable
restrictions of the Board or the 1940 Act;
D. calculate performance data of the Investment Company for dissemination
to information services covering the investment company industry;
E. prepare and file the Investment Company's tax returns;
F. coordinate the layout and printing of publicly disseminated
prospectuses and reports;
G. perform internal audit examinations in accordance with a charter to be
adopted by the Company and the Investment Company;
H. assist with the design, development, and operation of the Investment
Company and the Funds;
I. provide individuals reasonably acceptable to the Board for nomination,
appointment, or election as officers of the Investment Company, who will
be responsible for the management of certain of the Investment Company's
affairs as determined by the Investment Company's Board; and
J. consult with the Investment Company and its Board on matters
concerning the Investment Company and its affairs.
The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section Two,
shall hereafter be referred to as "Administrative Services."
Article 6. Records.
The Company shall create and maintain all necessary books and records in
accordance with all applicable laws, rules and regulations, including but not
limited to records required by Section 31(a) of the Investment Company act of
1940 and the rules thereunder, as the same may be amended from time to time,
pertaining to the Administrative Services performed by it and not otherwise
created and maintained by another party pursuant to contract with the Investment
Company. Where applicable, such records shall be maintained by the Company for
the periods and in the places required by Rule 31a-2 under the 1940 Act. The
books and records pertaining to the Investment Company which are in the
possession of the Company shall be the property of the Investment Company. The
Investment Company, or the Investment Company's authorized representatives,
shall have access to such books and records at all times during the Company's
normal business hours. Upon the reasonable request of the Investment Company,
copies of any such books and records shall be provided promptly by the Company
to the Investment Company or the Investment Company's authorized
representatives.
Article 7. Duties of the Fund.
The Fund assumes full responsibility for the preparation, contents and
distribution of its own offering document and for complying with all applicable
requirements the 1940 Act, the Internal Revenue Code, and any other laws, rules
and regulations of government authorities having jurisdiction.
Article 8. Expenses.
The Company 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 Investment Company, including the compensation of
the Company employees who serve as trustees or directors or officers of the
Investment Company. The Investment Company shall be responsible for all other
expenses incurred by the Company on behalf of the Investment Company, including
without limitation postage and courier expenses, printing expenses, travel
expenses, registration fees, filing fees, fees of outside counsel and
independent auditors, or other professional services, organizational expenses,
insurance premiums, fees payable to persons who are not the Company's employees,
trade association dues, and other expenses properly payable by the Funds and/or
the Classes.
Article 9. Compensation.
For the Administrative Services provided, the Investment Company hereby
agrees to pay and the Company hereby agrees to accept as full compensation for
its services rendered hereunder an administrative fee at an annual rate per
Fund, as specified below.
The compensation and out of pocket expenses attributable to the Fund shall be
accrued by the Fund and 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 the
Fund.
Max. Admin. 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
(Average Daily Net Asset break-points
are on a complex-wide basis)
However, in no event shall the administrative fee received during any year of
the Agreement be less than, or be paid at a rate less than would aggregate
$125,000 per Fund and $30,000 per Class. The minimum fee set forth above in this
Article 9 may increase annually upon each March 1 anniversary of this Agreement
over the minimum fee during the prior 12 months, as calculated under this
agreement, in an amount equal to the increase in Pennsylvania Consumer Price
Index (not to exceed 6% annually) as last reported by the U.S. Bureau of Labor
Statistics for the twelve months immediately preceding such anniversary.
Article 10. Responsibility of Administrator.
A. The Company shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Investment Company 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.
The Company shall be entitled to rely on and may act upon advice of
counsel (who may be counsel for the Investment Company) 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, director, trustee, partner, employee or agent of the
Company, who may be or become an officer, director, trustee, partner,
employee or agent of the Investment Company, shall be deemed, when
rendering services to the Investment Company or acting on any business
of the Investment Company (other than services or business in
connection with the duties of the Company hereunder) to be rendering
such services to or acting solely for the Investment Company and not
as an officer, director, trustee, partner, employee or agent or one
under the control or direction of the Company even though paid by the
Company.
B. The Company shall be kept indemnified by the Investment Company and be
without liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the above
standards. In order that the indemnification provisions contained in
this Article 10 shall apply, however, it is understood that if in any
case the Investment Company may be asked to indemnify or hold the
Company harmless, the Investment Company shall be fully and promptly
advised of all pertinent facts concerning the situation in question,
and it is further understood that the Company will use all reasonable
care to identify and notify the Investment Company promptly concerning
any situation which presents or appears likely to present the
probability of such a claim for indemnification against the Investment
Company. The Investment Company shall have the option to defend the
Company against any claim which may be the subject of this
indemnification. In the event that the Investment Company so elects,
it will so notify the Company and thereupon the Investment Company
shall take over complete defense of the claim, and the Company shall
in such situation initiate no further legal or other expenses for
which it shall seek indemnification under this Article. The Company
shall in no case confess any claim or make any compromise in any case
in which the Investment Company will be asked to indemnify the Company
except with the Investment Company's written consent.
SECTION THREE: Transfer Agency Services.
Article 11. Terms of Appointment.
Subject to the terms and conditions set forth in this Agreement, the
Investment Company 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.
Article 12. 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 Investment Company 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 Investment Company, 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
Investment Company 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.
The foregoing, along with any additional services that the Company shall
agree in writing to perform for the Investment Company under this Section Three,
shall hereafter be referred to as "Transfer Agency Services."
Article 13. Duties of the Investment Company.
A. Compliance
The Investment Company 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 Investment Company 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
Investment Company and shall bear the seal of the Investment Company or
facsimile thereof; and notwithstanding the death, resignation or removal
of any officer of the Investment Company 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 Investment Company.
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 14. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Three of this
Agreement, the Investment Company 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 Investment Company 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 Investment
Company 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 Investment Company 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 Investment Company and/or the Funds and a duly authorized
officer of the Company.
SECTION FOUR: Custody Services Procurement.
Article 15. Appointment.
The Investment Company 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 16. The Company and Its Duties.
Subject to the review, supervision and control of the Board, the Company
shall:
A. evaluate and obtain custody services from a financial institution that
meets the criteria established in Section 17(f) of the 1940 Act and
has been approved by the Board as being eligible for selection by the
Company as an Eligible Custodian;
B. negotiate and enter into agreements with Eligible Custodians for the
benefit of the Investment Company, with the Investment Company as a
party to each such agreement. The Company may, as paying agent, be a
party to any agreement with any such Eligible Custodian;
C. establish procedures to monitor the nature and the quality of the
services provided by Eligible Custodians;
D. monitor and evaluate the nature and the quality of services provided
by Eligible Custodians;
E. periodically provide to the Investment Company (i) written reports on
the activities and services of Eligible Custodians; (ii) the nature and
amount of disbursements made on account of the each Fund 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;
F. periodically provide recommendations to the Board to enhance Eligible
Custodian's customer services capabilities and improve upon fees being
charged to the Fund by Eligible Custodian; and
The foregoing, along with any additional services that Company shall agree in
writing to perform for the Fund under this Section Four, shall hereafter be
referred to as "Custody Services Procurement."
Article 17. Fees and Expenses.
A. Annual Fee
For the performance of Custody Services Procurement by the Company
pursuant to Section Four of this Agreement, the Investment Company
and/or the Fund agree to compensate the Company in accordance with the
fees agreed upon from time to time.
B. Reimbursements
In addition to the fee paid under Section 11A above, the Investment
Company 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 Investment Company 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 Investment Company and/or the Funds and a duly authorized
officer of the Company.
Article 18. 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 Four of
this Agreement.
SECTION FIVE: General Provisions.
Article 19. Proper Instructions.
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 Investment
Company, 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
Investment Company, 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 20. Assignment.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement 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. With regard to Transfer Agency Services, the Company may without further
consent on the part of the Investment Company subcontract for the
performance of Transfer Agency Services with
(1) its subsidiary, Federated Shareholder Service Company, a Delaware
business trust, 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
(2) such other provider of services duly registered as a transfer agent
under Section 17A(c)(1) as Company shall select.
The Company shall be as fully responsible to the Investment Company for
the acts and omissions of any subcontractor as it is for its own acts
and omissions.
C. With regard to Fund Accounting Services, Administrative Services and
Custody Procurement Services, the Company may without further consent on
the part of the Investment Company subcontract for the performance of
such services with Federated Administrative Services, a wholly-owned
subsidiary of the Company.
D. The Company shall upon instruction from the Investment Company
subcontract for the performance of services under this Agreement with an
Agent selected by the Investment Company, other than as described in B.
and C. above; provided, however, that the Company shall in no way be
responsible to the Investment Company for the acts and omissions of the
Agent.
Article 21. Documents.
A. In connection with the appointment of the Company under this Agreement,
the Investment Company shall file with the Company the following
documents:
(1) A copy of the Charter and By-Laws of the Investment Company and all
amendments thereto;
(2) A copy of the resolution of the Board of the Investment Company
authorizing this Agreement;
(3) Specimens of all forms of outstanding Share certificates of the
Investment Company or the Funds in the forms approved by the Board
of the Investment Company with a certificate of the Secretary of
the Investment Company 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 Investment Company 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 Investment Company;
(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 22. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Fund that:
(1) it is a corporation duly organized and existing and in good standing
under the laws of the Commonwealth of Pennsylvania;
(2) It is duly qualified to carry on its business in each jurisdiction
where the nature of its business requires such qualification, and in
the Commonwealth of Pennsylvania;
(3) it is empowered under applicable laws and by its Articles of
Incorporation 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 an administrator and fund accountant; and
B. Representations and Warranties of the Investment Company
The Investment Company 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 Investment Company 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 23. Standard of Care and Indemnification.
A. Standard of Care
With regard to Sections One, Three and Four, 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 Investment Company) 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 Investment Company
The Company shall not be responsible for and the Investment Company 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 Investment Company 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 Investment Company 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 Investment Company.
(3) The reliance on, or the carrying out by the Company or its agents or
subcontractors of Proper Instructions of the Investment Company 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 23.B. from liability for any act or omission resulting
from the Company's willful misfeasance, bad faith, negligence or
reckless disregard of its duties or failure to meet the standard
of care set forth in 23.A. above.
C. Reliance
At any time the Company may apply to any officer of the Investment
Company 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 Investment Company 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 Investment Company
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
23 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 24. Term and Termination of Agreement.
This Agreement shall be effective from March 1, 1996 and shall continue until
February 28, 2003 (`Term"). Thereafter, the Agreement will continue for 18 month
terms. The Agreement can be terminated by either party upon 18 months notice to
be effective as of the end of such 18 month period. In the event, however, of
willful misfeasance, bad faith, negligence or reckless disregard of its duties
by the Company, the Investment Company has the right to terminate the Agreement
upon 60 days written notice, if Company has not cured such willful misfeasance,
bad faith, negligence or reckless disregard of its duties within 60 days. The
termination date for all original or after-added Investment companies which are,
or become, a party to this Agreement. shall be coterminous. Investment Companies
that merge or dissolve during the Term, shall cease to be a party on the
effective date of such merger or dissolution.
Should the Investment Company exercise its rights to terminate, all
out-of-pocket expenses associated with the movement of records and materials
will be borne by the Investment Company or the appropriate Fund. Additionally,
the Company reserves the right to charge for any other reasonable expenses
associated with such termination. The provisions of Articles 10 and 23 shall
survive the termination of this Agreement.
Article 25. Amendment.
This Agreement may be amended or modified by a written agreement executed by
both parties.
Article 26. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the Company and the
Investment Company 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 27. 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 28. Notices.
Except as otherwise specifically provided herein, Notices and other writings
delivered or mailed postage prepaid to the Investment Company 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 Investment Company or the Company may hereafter specify,
shall be deemed to have been properly delivered or given hereunder to the
respective address.
Article 29. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original. Article 30. 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 appropriate property of the Fund,
or Class, as provided in the Declaration of Trust.
Article 31. 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 32. Successor Agent.
If a successor agent for the Investment Company shall be appointed by the
Investment Company, the Company shall upon termination of this Agreement deliver
to such successor agent at the office of the Company all properties of the
Investment Company 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 33. 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 34. 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 all of
or a substantial portion of its business to a successor, or to a party
controlling, controlled by, or under common control with such party. Nothing in
this Article 34 shall prevent the Company from delegating its responsibilities
to another entity to the extent provided herein.
Article 35. Severability.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance shall remain in effect.
Article 36. Limitations of Liability of Trustees and Shareholders of the
Investment Company.
The execution and delivery of this Agreement have been authorized by the
Trustees of the Investment Company and signed by an authorized officer of the
Investment 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 Investment Company, but bind only the
property of the Fund, or Class, as provided in the Declaration of Trust.
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.
INVESTMENT COMPANIES
(listed on Exhibit 1)
By: /s/ S. Elliott Cohan
S. Elliott Cohan
Assistant Secretary
FEDERATED SERVICES COMPANY
By: /s/ Thomas J. Ward
Thomas J. Ward
Secretary
<PAGE>
EXHIBIT 1
CONTRACT
DATE INVESTMENT COMPANY
Portfolios
Classes
March 1, 1996 Edward D. Jones & Co. Daily Passport Cash Trust
FEDERATED SERVICES COMPANY provides the following services:
Fund Accounting
Administrative
Transfer Agency
Custody Services Procurement
Exhibit 9(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
Amended and Restated
SHAREHOLDER SERVICES AGREEMENT
THIS AGREEMENT, amended and restated as of the first day of September,
1995, (originally made and enterered into 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 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.
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 ("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.
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 Shareholder Services
/s/ Joseph M. Huber By: /s/ John W. McGonigle
Joseph M. Huber John W. McGonigle
Secretary President
<PAGE>
Exhibit 1
Automated Government Money Trust
Cash Trust Series, Inc.:
Government Cash Series
Municipal Cash Series
Prime Cash Series
Treasury Cash Series
Federated Adjustable Rate U.S. Government Fund, Inc.
Federated American Leaders Fund, Inc.
Class A Shares
Class C Shares
Class F Shares
Federated ARMs Fund
Institutional Service Shares
Institutional Shares
Federated Core Trust:
High Yield Bond Portfolio
Federated Equity Funds:
Federated Aggressive Growth Fund
Class A Shares
Class C Shares
Federated Capital Appreciation Fund
Class A Shares
Class C Shares
Federated Growth Strategies Fund
Class A Shares
Class C Shares
Federated Small Cap Strategies Fund
Class A Shares
Class C Shares
Federated Equity Income Fund, Inc.
Class A Shares
Class C Shares
Class F Shares
Federated Fund for U.S. Government Securities, Inc.
Class A Shares
Class C Shares
Federated GNMA Trust
Institutional Service Shares
Institutional Shares
Federated Government Income Securities, Inc.
Class A Shares
Class C Shares
Class F Shares
Federated Government Trust"
Automated Government Cash Reserves
Automated Treasury Cash Reserves
U.S. Treasury Cash Reserves
Institutional Service Shares
Institutional Shares
<PAGE>
Federated High Income Bond Fund, Inc.
Class A Shares
Class C Shares
Federated High Yield Trust
Federated Income Securities Trust:
Federated Short-Term Income Fund
Institutional Service Shares
Institutional Shares
Federated Intermediate Income Fund
Institutional Service Shares
Institutional Shares
Federated Income Trust
Institutional Service Shares
Institutional Shares
Federated Index Trust:
Federated Max-Cap Fund
Class C Shares
Institutional Service Shares
Institutional Shares
Federated Mid-Cap Fund
Federated Mini-Cap Fund
Class C Shares
Institutional Shares
Federated Institutional Trust:
Federated Institutional Short-Term Government Fund
Institutional Service Shares
Institutional Shares
Federated Investment Trust:
Federated Bond Index Fund
Institutional Shares
Institutional Service Shares
Federated Master Trust
Federated Municipal Opportunities Fund, Inc.
Class A Shares
Class C Shares
Class F Shares
Federated Municipal Securities Fund, Inc.
Class A Shares
Class C Shares
Federated Municipal Trust:
Alabama Municipal Cash Trust
Arizona Municipal Cash Trust
Institutional Service Shares
California Municipal Cash Trust
Institutional Service Shares
Institutional Shares
Connecticut Municipal Cash Trust
Institutional Service Shares
Florida Municipal Cash Trust
Cash II Shares
Institutional Shares
Georgia Municipal Cash Trust
Maryland Municipal Cash Trust
Massachusetts Municipal Cash Trust
Institutional Service Shares
Boston 1784 Funds Shares
Michigan Municipal Cash Trust
Institutional Service Shares
Institutional Shares
Minnesota Municipal Cash Trust
Cash Series Shares
Institutional Shares
New Jersey Municipal Cash Trust
Institutional Service Shares
Institutional Shares
New York Municipal Cash Trust
Cash II Shares
Institutional Service Shares
North Carolina Municipal Cash Trust
Ohio Municipal Cash Trust
Cash II Shares
Institutional Shares
Institutional Service Shares
Pennsylvania Municipal Cash Trust
Cash Series Shares
Institutional Service Shares
Institutional Shares
Tennessee Municipal Cash Trust
Institutional Shares
Institutional Service Shares
Virginia Municipal Cash Trust
Institutional Service Shares
Institutional Shares
Federated Short-Term Municipal Trust
Institutional Service Shares
Institutional Shares
Federated Short-Term U.S. Government Trust
Federated Stock and Bond Fund, Inc.
Class A Shares
Class C Shares
Federated Stock Trust
Class A Shares
Class C Shares
Federated Tax-Free Trust
Federated U.S. Government Bond Fund
Federated U.S. Government Securities Fund: 1-3 Years
Institutional Service Shares
Institutional Shares
Federated U.S. Government Securities Fund: 2-5 Years
Institutional Service Shares
Institutional Shares
<PAGE>
Federated U. S. Government Securities Fund: 5-10 Years
Institutional Service Shares
Institutional Shares
Fixed Income Securities, Inc.:
Federated Limited Term Fund
Class A Shares
Class F Shares
Federated Limited Term Municipal Fund
Class A Shares
Class F Shares
Federated Strategic Income Fund
Class A Shares
Class C Shares
Class F Shares
Federated Total Return Series, Inc.:
Federated Limited Duration Government Fund
Institutional Shares
Institutional Service Shares
Federated Total Return Bond Fund
Institutional Shares
Institutional Service Shares
Federated Total Return Government Fund
Institutional Shares
Institutional Service Shares
Federated Total Return Limited Duration Fund
Institutional Shares
Institutional Service Shares
Federated Utility Fund, Inc.
Class A Shares
Class C Shares
Class F Shares
Intermediate Municipal Trust:
Federated Intermediate Municipal Trust
Federated Pennsylvania Intermediate Municipal Trust
International Series, Inc.:
Federated International Equity Fund
Class A Shares
Class C Shares
Federated International Income Fund
Class A Shares
Class C Shares
Investment Series Funds, Inc.:
Federated Bond Fund
Class A Shares
Class C Shares
Class F Shares
Edward D. Jones & Co. Daily Passport Cash Trust
Liberty Term Trust, Inc. -- 1999
Liberty U.S. Government Money Market Trust
Class A Shares
Liquid Cash Trust
Managed Series Trust:
Federated Aggressive Growth Fund
Institutional Shares
Select Shares
Federated Managed Growth and Income Fund
Institutional Shares
Select Shares
Federated Managed Growth Fund
Institutional Shares
Select Shares
Federated Managed Income Fund
Institutional Shares
Select Shares
Money Market Management, Inc.
Money Market Obligations Trust:
Automated Cash Management Trust
Cash II Shares
Institutional Shares
Government Obligations Fund
Institutional Shares
Institutional Service Shares
Government Obligations Tax-Managed Fund
Institutional Shares
Institutional Service Shares
Prime Obligations Fund
Institutional Shares
Institutional Service Shares
Tax-Free Obligations Fund
Institutional Shares
Institutional Service Shares
Treasury Obligations Fund
Institutional Capital Shares
Institutional Shares
Institutional Service Shares
Money Market Obligations Trust II:
Municipal Obligations Fund
Institutional Capital Shares
Institutional Service Shares
Institutional Shares
Prime Cash Obligations Fund
Institutional Capital Shares
Institutional Service Shares
Institutional Shares
Prime Value Obligations Fund
Institutional Capital Shares
Institutional Service Shares
Institutional Shares
Money Market Trust
<PAGE>
Municipal Securities Income Trust:
Federated California Municipal Income Fund
Class F Shares
Federated Michigan IntermediateMunicipal Trust
Federated New York Municipal Income Fund
Class F Shares
Federated Ohio Municipal Income Fund
Class F Shares
Federated Pennsylvania Municipal Income Fund
Class A Shares
Tax-Free Instruments Trust
Institutional Service Shares
Investment Shares
Trust for Government Cash Reserves
Trust for Short-Term U.S. Government Securities
Trust for U.S. Treasury Obligations
World Investment Series, Inc.:
Federated Asia Pacific Growth Fund
Class A Shares
Class C Shares
Federated Emerging Markets Fund
Class A Shares
Class C Shares
Federated European Growth Fund
Class A Shares
Class C Shares
Federated Global Equity Income Fund
Class A Shares
Class C Shares
Federated International Growth Fund
Class A Shares
Class C Shares
Federated International High Income Fund
Class A Shares
Class C Shares
Federated International Small Company Fund
Class A Shares
Class C Shares
Federated Latin American Growth Fund
Class A Shares
Class C Shares
Federated World Utility Fund
Class A Shares
Class C Shares
Class F Shares
Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg S-K
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Financial Highlights"
and to the use of our report dated April 15, 1998, in Post-Effective Amendment
Number 34 to the Registration Statement (Form N-1A No. 2-66437) and the related
Prospectus of Edward D. Jones & Co. Daily Passport Cash Trust dated April 30,
1998.
By: /s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
April 28, 1998
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 001
<NAME> Edward D. Jones & Co.
Daily Passport Cash Trust
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Feb-28-1998
<PERIOD-END> Feb-28-1998
<INVESTMENTS-AT-COST> 5,802,874,763
<INVESTMENTS-AT-VALUE> 5,802,874,763
<RECEIVABLES> 91,712,536
<ASSETS-OTHER> 3,635,335
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,898,222,634
<PAYABLE-FOR-SECURITIES> 58,982,352
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 33,805,920
<TOTAL-LIABILITIES> 92,788,272
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 5,805,434,362
<SHARES-COMMON-PRIOR> 5,106,412,868
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 5,805,434,362
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 288,702,686
<OTHER-INCOME> 0
<EXPENSES-NET> 45,618,614
<NET-INVESTMENT-INCOME> 243,084,072
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 243,084,072
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 243,084,072
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 20,818,466,418
<NUMBER-OF-SHARES-REDEEMED> 20,012,723,131
<SHARES-REINVESTED> 239,671,111
<NET-CHANGE-IN-ASSETS> 1,045,414,398
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
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<GROSS-ADVISORY-FEES> 21,839,967
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 45,618,614
<AVERAGE-NET-ASSETS> 5,106,010,465
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.050
<PER-SHARE-GAIN-APPREC> 0.000
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<AVG-DEBT-PER-SHARE> 0.000
</TABLE>
