<PAGE>
<PAGE>
As Filed With The Securities And Exchange Commission on June
3, 1996.
File Nos. 2-52552 and 811-2539
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (X)
Pre-Effective Amendment No. ( )
Post-Effective Amendment No. 31 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 (X)
Amendment No. 20 (X)
FUND FOR GOVERNMENT INVESTORS
(Exact Name of Registrant as Specified in Charter)
4922 Fairmont Avenue, Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
(301) 657-1500
(Registrant's Telephone Number, Including Area Code)
Richard J. Garvey
4922 Fairmont Avenue
Bethesda, Maryland 20814
(Name and Address of Agent for Service of Process)
Copies to:
James Bernstein, Esq.
Jorden Burt Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Suite 400 East
Washington, D. C. 20007
Approximate Date of Commencement of the Proposed Public
Offering of the Securities:
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It is proposed that this filing will become effective (check
appropriate box):
X immediately upon filing pursuant to paragraph (b) of
rule 485.
on (date) pursuant to paragraph (b) (1) (v) of rule
485.
60 days after filing pursuant to paragraph (a) (1)
of rule 485.
on (date) pursuant to paragraph (a) (1) of rule 485.
75 days after filing pursuant to paragraph (a) (2)
of rule 485.
on (date) pursuant to paragraph (a) (2) 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.
The Registrant has previously filed a declaration of
indefinite registration of its shares pursuant to Rule 24f-2
under the Investment Company Act of 1940. The Rule 24f-2
Notice for the Registrant s fiscal year ended December 31,
1995 was filed on February 27, 1996.
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FUND FOR GOVERNMENT INVESTORS
REGISTRATION STATEMENT ON FORM N-1A
CROSS REFERENCE SHEET
Required By Rule 495(a) Under
The Securities Act of 1933
Form N-1A Location in
Item No. Registration Statement
Part A. Information Required in Prospectus
1. Cover Page Outside Front Cover Page
of Prospectus
2. Synopsis Fee Table
3. Condensed Financial Financial Highlights
Information
4. General Description of Organization and
Registrant Description of Common
Stock; Management of the
Fund; Taxes; Investment
Objective and Policies
5. Management of the Fund Management of the Fund
5A. Management's Discussion Not Applicable
of Fund Performance
6. Capital Stock and Other Organization and
Securities Description Common
Stock; Dividends; Taxes
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<PAGE>
Form N-1A Location in
Item No. Registration Statement
7. Purchase of Securities How to Invest in the
Being Offered Fund; How to Redeem an
Investment
(Withdrawals); Tax-
Sheltered Retirement
Plans; Net Asset Value;
Investors' Accounts
8. Redemption or Repurchase How to Redeem an
Investment (Withdrawals)
9. Legal Proceedings Not Applicable
10. Cover Page Outside Front Cover Page
of Statement of
Additional Information
Part B: Information Required In
Statement of Additional Information
11. Table of Contents Table of Contents
12. General Information and Not Applicable
History
13. Investment Objectives and Investment Objective and
Policies Policies; Investment
Restrictions
14. Management of the Management of the Fund
Registrant
15. Control Persons and Management of the Fund;
Principal Holders of Principal Holders of
Securities Securities; Investment
Advisory and Other
Services
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Form N-1A Location in
Item No. Registration Statement
16. Investment Advisory and Investment Advisory and
Other Services Other Services; Auditors
and Financial Statements
17. Brokerage Allocation Not Applicable
18. Capital Stock and Other Not Applicable
Securities
19. Purchase, Redemption and Net Asset Value
Pricing of Securities
Being Offered
20. Tax Status Not Applicable
21. Underwriters Not Applicable
22. Calculations of Calculation of Yield
Performance Data Quotations
23. Financial Statements Auditors and Financial
Statements
Part C: Other Information
24. Financial Statements and Financial Statements and
Exhibits Exhibits
25. Persons Controlled by or Persons Controlled by or
Under Under Common Control
Common Control
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Form N-1A Location in
Item No. Registration Statement
26. Number of Holders of Number of Holders of
Securities Securities
27. Indemnification Indemnification
28. Business and Other Business and Other
Connections Connections of
of Investment Adviser Investment Adviser
29. Principal Underwriters Principal Underwriters
30. Location of Accounts and Location of Accounts and
Records Records
31. Management Services Management Services
32. Undertakings Undertakings
33. Signatures Signatures
<PAGE>
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PART A
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS
A Money Market Fund
4922 Fairmont Avenue, Bethesda, Maryland 208l4
(800) 343-3355
(301) 657-1500
Fund for Government Investors (the "Fund") is an investment
company that invests in short-term marketable debt securities
issued by the United States Government, its agencies and
instrumentalities, and repurchase agreements secured by such
securities, with the sole objective of achieving current
income with safety of principal.
Investors should read this Prospectus and retain it for future
reference. It is designed to set forth concisely the
information an investor should know before investing in the
Fund. A Statement of Additional Information, dated June 3,
1996, containing additional information about the Fund has
been filed with the Securities and Exchange Commission and is
incorporated herein by reference. A copy of the Statement of
Additional Information may be obtained, without charge, by
writing or telephoning the Fund.
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 or guaranteed by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other
U.S. Government agency.
The securities of the Fund are neither insured nor guaranteed
by the U.S. Government and there can be no assurance that the
Fund will be able to maintain a stable net asset value of
$1.00 per share.
The date of this Prospectus and of the Statement of Additional
Information is June 3, 1996.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
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ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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FEE TABLE
The following table illustrates all expenses and fees that a
shareholder of the Fund will incur:
<TABLE>
<CAPTION>
Shareholder Transaction Expenses
<S> <C>
Maximum Sales Load Imposed on Purchases,
Including Reinvested Dividends (as a
None percentage of offering price). . . . . . . . . . .
NoneFee 12b-1. . . . . . . . . . . . . . . . . . . . . .
NoneOther Expenses. . . . . . . . . . . . . . . . . . . .
None Total Fund Operating Expenses. . . . . . . . . . . . .
Monthly Account Fee (for accounts under $500)* . . . . $5.00
Annual Fund Operating Expenses (as a percentage of
average net assets)
Management Fees . . . . . . . . . . . . . . . . . . . 0.50 %
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . None
Other Expenses . . . . . . . . . . . . . . . . . . . . 0.25 %
Total Fund Operating Expenses . . . . . . . . . . . . 0.75 %
</TABLE>
* A charge of $5 per month may be imposed on any account
whose average daily balance for the month falls below
$500 due to redemptions. See "Transaction Charges."
Example
Assuming a hypothetical investment of $1,000 in the Fund, a 5%
annual return, and redemption at the end of each time period,
an investor in the Fund would pay transaction and operating
expenses at the end of each year as follows:
1 Year 3 Years 5 Years 10 Years
$ 8 $ 25 $ 43 $ 95
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The same level of expenses would be incurred if the investment
were held throughout the period indicated.
The preceding table of fees and expenses is provided to assist
investors in understanding the various costs and expenses that
an investor in the Fund will incur directly or indirectly.
The percentages shown above are based on actual expenses
incurred by the Fund. The 5% assumed annual return is for
comparison purposes only. The actual annual return for the
Fund may be more or less depending on market conditions, and
the actual expenses an investor incurs in future periods may
be more or less than those shown above and will depend on the
amount invested and on the actual growth rate of the Fund.
The example should not be considered a representation of past
or future expenses. For more complete information about the
various costs and expenses of the Fund, see "Management of the
Fund" in the Prospectus and in the Statement of Additional
Information.
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Fund For Government Investors
FINANCIAL HIGHLIGHTS
Audited
<TABLE>
<CAPTION>
For the Year Ended December 31,
1995 1994 1993 1992
<S> <C> <C> <C> <C>
Per share Operating
Performance:
Net Asset Value -
Beginning of Year $ 1.00 $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.049 0.033 0.023 0.030
Net Realized and
Unrealized Gains on
Securities --- --- --- ---
Net Increase in Net Asset
Value Resulting from
Operations 0.049 0.033 0.023 0.030
Dividends to Shareholders (0.049) (0.033) (0.023) (0.030)
Distributions to
Shareholders from Net
Realized Capital Gains --- --- --- ---
Net Increase in Net Asset
Value 0.00 0.00 0.00 0.00
Net Assets Value - End of
Year $ 1.00 $ 1.00 $ 1.00 $ 1.00
Total Investment Return 5.04% 3.38% 2.37% 3.02%
Ratios to Average Net
Assets:
Expenses 0.74% 0.75% 0.75% 0.71%
Net Investment Income 4.93% 3.31% 2.32% 3.00%
Supplementary Data:
Portfolio Turnover Rate --- --- --- ---
Number of Shares
Outstanding at End of
Year (000's omitted) 577,194 524,154 600,766 751,925
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For the Year Ended December 31,
1991 1990 1989
<S> <C> <C> <C>
Per share Operating
Performance:
Net Asset Value -
Beginning of Year $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.053 0.071 0.082
Net Realized and
Unrealized Gains on
Securities --- --- ---
Net Increase in Net Asset
Value Resulting from
Operations 0.053 0.071 0.082
Dividends to Shareholders (0.053) (0.071) (0.082)
Distributions to
Shareholders from Net
Realized Capital Gains --- --- ---
Net Increase in Net Asset
Value 0.00 0.00 0.00
Net Assets Value - End of
Year $ 1.00 $ 1.00 $ 1.00
Total Investment Return 5.38% 7.38% 8.51%
Ratios to Average Net
Assets:
Expenses 0.69% 0.71% 0.72%
Net Investment Income 5.29% 7.13% 8.19%
Supplementary Data:
Portfolio Turnover Rate --- --- ---
Number of Shares
Outstanding at End of
Year (000's omitted) 796,655 857,418 704,479
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For the Year Ended December 31,
1988 1987 1986
<S> <C> <C> <C>
Per share Operating
Performance:
Net Asset Value -
Beginning of Year $ 1.00 $ 1.00 $ 1.00
Net Investment Income 0.064 0.057 0.058
Net Realized and
Unrealized Gains on
Securities --- --- ---
Net Increase in Net Asset
Value Resulting from
Operations 0.064 0.057 0.058
Dividends to Shareholders (0.064) (0.057) (0.058)
Distributions to
Shareholders from Net
Realized Capital Gains --- --- ---
Net Increase in Net Asset
Value 0.00 0.00 0.00
Net Assets Value - End of
Year $ 1.00 $ 1.00 $ 1.00
Total Investment Return 6.66% 5.81% 5.97%
Ratios to Average Net
Assets:
Expenses 0.73% 0.72% 0.73%
Net Investment Income 6.44% 5.66% 5.81%
Supplementary Data:
Portfolio Turnover Rate --- --- ---
Number of Shares
Outstanding at End of
Year (000's omitted) 634,723 695,554 686,195
</TABLE>
The auditors report is incorporated by reference in the
registration statement. The auditors report and further
information about the performance of the Fund are contained in
the annual report to shareholders which may be obtained
without charge by calling or writing the Fund.
<PAGE> 6
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PERFORMANCE DATA
From time to time the Fund advertises its "yield" and
"effective yield". Both yield figures are based on historical
earnings and are not intended to indicate future performance.
The yield of the Fund refers to the income generated by an
investment in the Fund over a seven-day period (which period
will be stated in the advertisement). This income is then
"annualized". That is, the amount of income generated by the
investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly, but,
when annualized, the income earned by the investment in the
Fund is assumed to be reinvested. The "effective yield" will
be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment. Comparative performance
and relative ranking information may be used from time to time
in advertising or marketing the Fund s shares, including data
from Lipper Analytical Services, Inc., Donoghue s Money Fund
Report and other industry publications.
For the seven day period ended December 31, 1995, the Fund s
annualized average yield was 4.64%. The effective annual
yield was 4.75%.
INVESTMENT OBJECTIVE AND POLICIES
General
The sole objective of the Fund is to achieve current income
with safety of principal. Although there is no assurance that
this objective will be achieved, the Fund will pursue this
objective by investing exclusively in marketable debt
securities issued by the United States Government or by
agencies and instrumentalities of the U.S. Government
(collectively, "U.S. Government Securities") and in repurchase
agreements secured by U.S. Government Securities. Repurchase
agreements are fully collateralized, but the value of the
underlying collateral may be affected by sharp fluctuations in
short-term interest rates.
The Fund will invest in short-term United States Government
Securities, including U.S. Treasury bills, U.S. Treasury
notes, and U.S. Treasury bonds that mature within one year.
All securities purchased by the Fund are held by the Fund s
custodian bank, Rushmore Trust and Savings, FSB (the
"Custodian"). U.S. Treasury securities are backed by the full
faith and credit of the United States Government.
The Fund may not borrow money, except that as a temporary
measure the Fund may borrow money to facilitate redemptions.
<PAGE> 7
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Such a borrowing may be in an amount not to exceed 30% of the
Fund s total assets, taken at current value before such
borrowing. The Fund may borrow only to accommodate requests
for redemption of shares of the Fund while effecting an
orderly liquidation of portfolio securities.
The investment objective and the investment policies of the
Fund may not be changed without the approval of a majority of
the shareholders, as defined in the Investment Company Act of
1940.
U.S. Government Securities
U.S. Treasury securities are backed by the full faith and
credit of the U.S. Treasury. U.S. Treasury securities differ
only in their interest rates, maturities, and dates of
issuance. Treasury bills have maturities of one year or less.
Treasury notes have maturities of one to ten years, and
Treasury bonds generally have maturities of greater than ten
years at the date of issuance. Yields on short-,
intermediate-, and long-term U.S. Government Securities are
dependent on a variety of factors, including the general
conditions of the money and bond markets, the size of a
particular offering, and the maturity of the obligation. Debt
securities with longer maturities tend to produce higher
yields and are generally subject to potentially greater
capital appreciation and depreciation than obligations with
shorter maturities and lower yields. The market value of U.S.
Government Securities generally varies inversely with changes
in market interest rates. An increase in interest rates,
therefore, would generally reduce the market value of the
Fund s portfolio investments in U.S. Government Securities,
while a decline in interest rates would generally increase the
market value of the Fund s portfolio investments in these
securities.
Certain U.S. Government Securities are issued or guaranteed by
agencies or instrumentalities of the U.S. Government
including, but not limited to, obligations of U.S. Government
agencies or instrumentalities such as the Federal National
Mortgage Association, the Government National Mortgage
Association, the Small Business Administration, the Export-
Import Bank, the Federal Farm Credit Administration, the
Federal Home Loan Banks, Banks for Cooperatives (including the
Central Bank for Cooperatives), the Federal Land Banks, the
Federal Intermediate Credit Banks, the Tennessee Valley
Authority, the Export-Import Bank of the United States, the
Commodity Credit Corporation, the Federal Financing Bank, the
Student Loan Marketing Association, and the National Credit
Union Administration.
<PAGE> 8
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Some obligations issued or guaranteed by agencies or
instrumentalities of the U.S. Government are backed by the
full faith and credit of the U.S. Treasury. Such agencies and
instrumentalities may borrow funds from the U.S. Treasury.
However, no assurances can be given that the U.S. Government
will provide such financial support to the obligations of the
other U.S. Government agencies or instrumentalities in which
the Fund invests, since the U.S. Government is not obligated
to do so. These other agencies and instrumentalities are
supported by either the issuer s right to borrow, under
certain circumstances, an amount limited to a specific line of
credit from the U.S. Treasury, the discretionary authority of
the U.S. Government to purchase certain obligations of an
agency or instrumentality, or the credit of the agency or
instrumentality itself.
U.S. Government Securities may be purchased at a discount.
Such securities, when held to maturity or retired, may include
an element of capital gain. Capital losses may be realized
when such securities purchased at a premium are held to
maturity or are called or redeemed at a price lower than their
purchase price. Capital gains or losses also may be realized
upon the sale of securities.
Repurchase Agreements
The Fund may also invest in repurchase agreements secured by
U.S. Government Securities. Under a repurchase agreement, the
Fund purchases a debt security and simultaneously agrees to
sell the security back to the seller at a mutually agreed-upon
future price and date, normally one day or a few days later.
The resale price is greater than the purchase price,
reflecting an agreed-upon market interest rate during the
purchaser s holding period. While the maturities of the
underlying securities in repurchase transactions may be more
than one year, the term of each repurchase agreement will
always be less than one year. The Fund will enter into
repurchase agreements only with member banks of the Federal
Reserve System or primary dealers of U.S. Government
Securities. The Fund's investment adviser will monitor the
creditworthiness of each of the firms which is a party to a
repurchase agreement with the Fund. In the event of a default
or bankruptcy by the seller, the Fund will liquidate those
securities (whose market value, including accrued interest,
must be at least equal to 100% of the dollar amount invested
by the Fund in each repurchase agreement) held under the
applicable repurchase agreement, which securities constitute
collateral for the seller s obligation to pay. However,
liquidation could involve costs or delays and, to the extent
proceeds from the sales of these securities were less than the
agreed-upon repurchase price, the Fund would suffer a loss.
The Fund also may experience difficulties and incur certain
<PAGE> 9
<PAGE>
costs in exercising its rights to the collateral and may lose
the interest the Fund expected to receive under the repurchase
agreement. Repurchase agreements usually are for short
periods, such as one week or less, but may be longer. It is
the current policy of the Fund to treat repurchase agreements
that do not mature within seven days as illiquid for the
purposes of the Fund s investment policies.
DIVIDENDS
The Fund distributes all of its net income on a daily basis.
Dividends are declared on each day that the Fund is open for
business. Investors receive dividends in the form of
additional shares unless they elect to receive cash. Payment
is made in additional shares at the net asset value on the
payable date or in cash, on a monthly basis. To change the
method of receiving dividends, investors must notify the Fund
in writing at least one week before payment is to be made.
Net income of the Fund shall consist of all interest income
accrued and discount earned, plus or minus any realized gains
or losses, less estimated expenses of the Fund. The Fund does
not expect to realize any long-term capital gains.
NET ASSET VALUE
The Fund s net asset value per share will be determined as of
12:00 noon, Eastern time, on days when the Custodian bank is
open for business. The net asset value per share is
determined by adding the appraised value of all securities and
all other assets, deducting liabilities and dividing by the
number of shares outstanding. The value of the Fund s
portfolio of securities is determined on the basis of fair
value as determined in good faith by the Fund s Trustees. In
determining fair value, the Fund uses the amortized cost
method of valuing the securities in its portfolio, which
method involves valuing a security at its cost adjusted by a
constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the
market value of the instrument. The purpose of this method of
calculation is to facilitate the maintenance of a constant net
asset value per share for the Fund of $1.00. However, there
is no assurance the $1.00 net asset value will be maintained.
INVESTORS ACCOUNTS
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The Fund maintains an account for each investor in full and
fractional shares. Statements of account will be sent monthly
showing the beginning balance and the ending balance and
detailing transactions for the month. Confirmations of
individual transactions will not be sent.
The Fund reserves the right to reject any purchase order. All
accounts will be held in book entry form. No certificates for
shares will be issued.
TRANSACTION CHARGES
In addition to charges described elsewhere in this Prospectus,
the Fund may impose a charge of $5 per month for any account
whose average daily balance for the month falls below $500 due
to redemptions. The fee will continue to be imposed during the
months when the account balance remains below $500. The fee
will be imposed on the last business day of the month. This
fee will be paid to Rushmore Trust and Savings, FSB. The fee
will not be imposed on tax-sheltered retirement plans or
accounts established under the Uniform Gifts or Transfers to
Minors Act. Because of the administrative expense of handling
small accounts, the Fund reserves the right to involuntarily
redeem an investor s account which falls below $500 due to
redemptions or exchanges after providing 60 days written
notice.
TAXES
The Fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. Because of
this qualification, the Fund will not be liable for Federal
income taxes to the extent its earnings are distributed.
Dividends derived from interest and dividends received by the
Fund, together with distributions of any short-term capital
gains, are taxable as ordinary income whether or not
reinvested. Statements as to the Federal tax status of
shareholders dividends and distributions will be mailed
annually. Shareholders should consult their tax advisers
concerning the tax status of the Fund's dividends in their own
states and localities.
Shareholders are required by law to certify that their tax
identification number is correct and that they are not subject
to back-up withholding. In the absence of this certification,
the Fund is required to withhold taxes at the rate of 31% on
dividends, capital gains distributions, and redemptions.
<PAGE> 11
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Shareholders who are non-resident aliens may be subject to a
withholding tax on dividends earned.
HOW TO INVEST IN THE FUND
Shares of the Fund are offered for sale continuously by the
Fund. There is no sales charge. The minimum initial
investment is $2,500. Retirement accounts may be opened with a
$500 minimum investment. There is no minimum amount for
subsequent investments.
By Mail. Fill out an application and make a check payable to
"Fund for Government Investors" Mail the check, and the
completed application to:
Fund for Government Investors
4922 Fairmont Avenue
Bethesda, Maryland 208l4
By Bank Wire. Speak to the Branch Manager of your bank.
Request a transfer of Federal funds to Rushmore Trust and
Savings, FSB, instructing the bank to wire transfer the money
before 12 noon, Eastern time to:
Rushmore Trust and Savings, FSB
Bethesda, Maryland
Routing No. 0550-71084
For Account of
Fund for Government Investors
Account No. 029385770
AFTER INSTRUCTING YOUR BANK TO TRANSFER FEDERAL FUNDS, YOU
MUST TELEPHONE THE FUND AT (800) 622-1386 OR (301) 657-1510
BETWEEN 8:30 A.M. AND NOON EASTERN TIME AND TELL US THE AMOUNT
YOU TRANSFERRED AND THE NAME OF THE BANK SENDING THE TRANSFER.
YOUR BANK MAY CHARGE A FEE FOR SUCH SERVICES. REMEMBER THAT
IT IS IMPORTANT TO COMPLETE THE WIRE TRANSFER BEFORE 12 NOON
EASTERN TIME.
Through Brokers. Investors may invest in the Fund by
purchasing shares through registered broker-dealers. Such
broker-dealers who process orders may charge a fee for such
service.
The Government securities market, in which the Fund buys and
sells its securities, usually requires immediate settlement in
Federal funds for all security transactions. Payments
received by bank wire can be converted immediately into
Federal funds and will begin earning dividends the same day.
<PAGE> 12
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Payment for the purchase of Fund shares not received in the
form of Federal funds will begin earning dividends the
following day. Foreign checks will not be accepted. Orders
received prior to 12 noon, Eastern time, will be invested in
shares of the Fund at the next determined net asset value.
The Fund may impose a charge of $10 for items returned for
insufficient or uncollectible funds.
HOW TO REDEEM AN INVESTMENT (WITHDRAWALS)
An investor may withdraw all or any portion of his investment
by redeeming shares on any day that the Fund is open for
business at the next determined net asset value per share
after receipt of the order by writing the Fund or telephoning
(800) 622-1386 or (301) 657-1510. Telephone redemption
privileges may be terminated or modified by the Fund upon 60
days notice to all shareholders of the Fund. Telephone orders
for redemptions must be received by noon Eastern time to be
effective that day. The privilege to initiate redemption
transactions by telephone will be made available to Fund
shareholders automatically.
Telephone redemptions will only be sent to the address of
record or to bank accounts specified in the account
applications. When acting on instructions believed to be
genuine, the Fund will not be liable for any loss resulting
from a fraudulent telephone redemption request and the
investor would bear the risk of any such loss. The Fund will
employ reasonable procedures to confirm that redemption
instructions communicated by telephone are genuine; and if the
Fund does not employ such procedures, then the Fund may be
liable for any losses due to unauthorized or fraudulent
instructions. The Fund follows specific procedures for
transactions initiated by telephone, including among others
requiring some form of personal identification prior to acting
on instructions received by telephone, providing written
confirmation not later than five business days after such
transactions, and/or tape recording of telephone transactions.
The proceeds of redemptions will be sent directly to the
investor s address of record. If the investor requests
payment of redemptions to a third party or to a location other
than his address of record listed on the account application,
the request must be in writing and the investor's signature
must be guaranteed by an eligible institution. Eligible
institutions generally include banking institutions,
securities exchanges, associations, agencies or
broker/dealers, and STAMP program participants. There are
no fees charged for redemptions.
Normally, the Fund will make payment for all shares redeemed
within one business day. However, withdrawal requests upon
<PAGE> 13
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investments that have been made by check may be delayed up to
ten calendar days following such investment or until the check
clears, whichever occurs first. This delay is necessary to
assure the Fund that investments made by check are good funds.
The proceeds of the redemption will be forwarded promptly upon
confirmation of receipt of good funds.
The right of redemption may be suspended, or the date of
payment postponed during the following periods: (a) periods
during which the New York Stock Exchange (the "NYSE") is
closed (other than customary weekend or holiday closings); (b)
periods when trading on the NYSE is restricted, or an
emergency exists, as determined by the Securities and Exchange
Commission, so that disposal of the Fund s investments for
determination of net asset value is not reasonably
practicable; or (c) for such other periods as the Commission,
by order, may permit for protection of the Fund s investors.
To provide the utmost liquidity for investors money, there
are four forms of redemption:
Bank Wire Transfers. When the amount to be redeemed is at
least $5,000, the Fund, upon telephone instructions, will
automatically wire transfer the amount to the investor s
commercial bank or brokerage account specified in the account
application. The Fund will also accept written instructions
for wire transfers of funds.
Check Transfers. For amounts less than $5,000, investors
utilizing certain Washington, D.C. banks may have checks
deposited directly into their account. For redemptions by
investors utilizing banks in other states, including Virginia
and Maryland, checks will be delivered by mail.
Draft Checks. Investors may elect to redeem shares by draft
check (minimum check - $250) made payable to the order of any
person or institution. Upon the Fund s receipt of a completed
signature card, investors will be supplied with draft checks
which are drawn on the Fund s account and are paid through
Rushmore Trust and Savings, FSB. The Fund reserves the right
to change or suspend the checking service and to charge for
the reorder of draft checks. These draft checks cannot be
certified, nor can these checks be negotiated for cash at
Rushmore Trust and Savings, FSB. There will be a $10 charge
for each stop payment request on the draft checks. Investors
will be subject to the same rules and regulations that
Rushmore Trust and Savings, FSB applies to checking accounts.
Investors accounts may not be closed by draft check.
<PAGE> 14
<PAGE>
Exchanges. Shares of the Fund may be exchanged for shares of
Fund for Tax-Free Investors, Inc., The Rushmore Fund, Inc.,
the American Gas Index Fund, Inc., or the Cappiello-Rushmore
Trust on the basis of the respective net asset values of the
shares involved, provided such exchange is permitted under the
applicable laws of the state of the investor s residence.
Shareholders contem-plating such an exchange should obtain and
review the prospectuses of those funds. Exchanges may be made
by telephone or letter. Written requests should be sent to
Fund for Government Investors, 4922 Fairmont Avenue, Bethesda,
Maryland 20814 and be signed by the record owner or owners.
Telephone exchange requests may be made by telephoning the
Fund at (800) 622-1386 or (301) 657-1510. To implement an
exchange, shareholders should provide the following
information: account registration including address and
number, taxpayer identification number, number, percentage or
dollar value of shares to be redeemed, name and account number
of the portfolio to which the investment is to be transferred.
Exchanges may be made only if they are between identically
registered accounts. Telephone exchange privileges may be
terminated or modified by the Fund upon 60 days notice to all
shareholders of the Fund.
TAX-SHELTERED RETIREMENT PLANS
Tax-Sheltered Retirement Plans of the following types are
available to investors:
Individual Retirement Accounts (IRAs)
Keogh Accounts - Defined Contribution
Plan (Profit Sharing Plan)
Keogh Accounts - Money Purchase Plan
(Pension Plan)
Internal Revenue Code
Section 401(k) Plans
Internal Revenue Code
Section 403(b) Plans
Additional information regarding these accounts may be
obtained by contacting the Fund.
MANAGEMENT OF THE FUND
Officers and Directors. The Fund has a Board of Trustees
which is responsible for the general supervision of the Fund s
business. The day-to-day operations of the Fund are the
responsibility of the Fund s officers. A complete list of the
<PAGE> 15
<PAGE>
Fund s Trustees and officers is provided in the Statement of
Additional Information.
Investment Adviser and Administrative Servicing Agent. The
Fund is provided investment advisory and management services
by Money Management Associates (the "Adviser"), 1001 Grand
Isle Way, Palm Beach Gardens, Florida 33418. The Agreement
between the Adviser and the Fund was approved by shareholders
of the Fund on May 24, 1996, at a special meeting of Fund
shareholders. The Adviser is a limited partnership which was
formed under the laws of the District of Columbia on August
15, 1974. Its primary business since inception has been to
serve as the investment adviser of the Fund. Daniel L.
O Connor is the sole general partner of the Adviser, and, as
such, exercises control of the Adviser. Money Management
Associates provides investment advice and management to other
mutual funds including The Rushmore Fund, Inc., Fund for Tax-
Free Investors, Inc., and the American Gas Index Fund, Inc.
Net assets under management currently approximate $1 billion.
Under an agreement with the Adviser, the Fund pays a fee at an
annual rate based on the size of the Fund s net assets as
follows:
0.50% of the first $500 million;
0.45% of the next $250 million;
0.40% of the next $250 million; and
0.35% of the net assets over $1 billion.
For the year ended December 31, 1995, the Fund paid the
Adviser investment advisory fees of 0.49% (49/100 of 1%) of
the average daily net assets of the Fund.
Effective March 1, 1996, the Board of Trustees approved an
arrangement whereby Rushmore Trust and Savings, FSB, 4922
Fairmont Avenue, Bethesda, Maryland 20814, a majority-owned
subsidiary of the Adviser, provides the Fund with custodial,
transfer agency, dividend-disbursing, and other services. The
Fund pays an annual fee of 0.25% (25/100 of 1%) of the average
daily net assets of the Fund for these services.
ORGANIZATION AND DESCRIPTION OF SHARES OF BENEFICIAL INTEREST
The Fund is a no-load, open-end, diversified management
investment company. The Fund is an unincorporated voluntary
association organized under the laws of the State of Delaware
as a business trust pursuant to a Declaration of Trust dated
January 25, 1996. The Fund is authorized to issue an
<PAGE> 16
<PAGE>
unlimited number of shares of beneficial interest, which
shares have no par value, and which shares may be issued in
separate classes. The Fund currently has one series of shares
outstanding and presently does not intend to organize other
separate series. Shares have equal voting rights, and no
preferences to conversion, exchange, dividends, retirement or
any other feature. These shares have non-cumulative voting
rights, which means that the holders of more than 50% of the
shares voting for the election of Directors can elect 100% of
the Directors, if they choose to do so. In such event, the
holders of the remaining shares voting (less than 50%) will be
unable to elect any Directors.
Under Delaware law, a registered investment company is not
required to hold annual shareholders meetings if the
Investment Company Act of 1940 does not require a meeting. It
will, however, hold special meetings as required or deemed
desirable by the Board of Trustees for such purposes as
electing trustees, changing fundamental policies, or approving
an investment advisory contract.
Under the Investment Company Act of 1940, shareholders of the
Fund have the right to remove Trustees and, if holders of 10%
of the outstanding shares request in writing, a shareholder s
meeting must be called.
Shareholders of the Fund having inquiries about the Fund s
organization or operation should contact the Fund in writing
at 4922 Fairmont Avenue, Bethesda, Maryland 20814 or by
telephone at (301) 657-1500 or (800) 343-3355.
THE REDOMESTICATION
On May 31, 1996, the Fund changes its form of organization and
domicile from a Maryland corporation to a Delaware business
trust (the "Redomestication"). Shareholders of the Fund
approved the Redomestication at a special meeting of Fund
shareholders held on May 24, 1996. Under an Agreement and
Plan of Reorganization and Redomestication, the Fund, as a
Maryland corporation, transferred all of its assets and
liabilities to a newly-created Delaware business trust in
exchange for all of the outstanding shares of beneficial
interest of that Delaware business trust. The Fund then
distributed to its shareholders shares of beneficial interest
in the Delaware business trust equal in value to the value of
the shares of common stock held by each shareholder of the
Maryland corporation and then canceled on its books those
shares of common stock of the Maryland corporation.
It is anticipated that the Redomestication will result in
cost-savings to the Fund and its shareholders by virtue of the
Fund s organization as a Delaware business trust. Delaware
<PAGE> 17
<PAGE>
business trusts are generally subject to less regulation than
Maryland corporations and, therefore, have greater flexibility
with respect to governance issues. In addition, among other
things, a Delaware business trust is not subject to state
franchise taxes nor any other state taxes.
<PAGE> 18
<PAGE>
FUND FOR GOVERNMENT INVESTORS
PROSPECTUS
June 3, 1996
CONTENTS
Page
Fee Table . . . . . . . . . . . . . . . . . . . . . . . . . 2
Financial Highlights . . . . . . . . . . . . . . . . . . . 3
Performance Data . . . . . . . . . . . . . . . . . . . . . 4
Investment Objective and Policies . . . . . . . . . . . . . 4
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . 6
Net Asset Value . . . . . . . . . . . . . . . . . . . . . . 6
Investors' Accounts . . . . . . . . . . . . . . . . . . . . 7
Transaction Charges . . . . . . . . . . . . . . . . . . . . 7
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
How to Invest in the Fund . . . . . . . . . . . . . . . . . 7
How to Redeem an Investment
(Withdrawals) . . . . . . . . . . . . . . . . . . . . . . 8
Tax-Sheltered Retirement Plans . . . . . . . . . . . . . . 10
Management of the Fund . . . . . . . . . . . . . . . . . . 10
Organization and Description of Shares
of Beneficial Interests . . . . . . . . . . . . . . . . 11
The Redomestication . . . . . . . . . . . . . . . . . . . 12
<PAGE>
PART B
<PAGE>
FUND FOR GOVERNMENT INVESTORS
A Money Market Fund
4922 Fairmont Avenue, Bethesda, Maryland 20814
(301) 657-1500 (800) 343-3355
STATEMENT OF ADDITIONAL INFORMATION
This Statement of Additional Information is not a prospectus.
This Statement of Additional Information should be read in
conjunction with the Fund s Prospectus, dated June 3, 1996. A
copy of the Fund s Prospectus may be obtained without charge
by writing or telephoning the Fund.
The date of this Statement of Additional Information is June
3, 1996.
<PAGE>
FUND FOR GOVERNMENT INVESTORS
A Money Market Fund
STATEMENT OF ADDITIONAL INFORMATION
Table of Contents
<TABLE>
<CAPTION>
Cross Reference to Related Item in
Prospectus
Page in
Statement
of
Additional Page in
Information Prospectus
<S> <C> <C>
Investment Objective and Policies 3 4
Investment Restrictions 3 4
Management of the Fund 4 10
Principal Holders of Securities 5 --
Investment Advisory and Other 5 10
Services
Net Asset Value 6 6
Comparative Performance Data 6 4
Calculation of Yield Quotations 7 4
Auditors and Financial Statements 7 3
</TABLE>
<PAGE> 2
<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
General
The Fund may invest only in marketable debt securities of the
United States Government, its agencies and instrumentalities
(collectively, "U.S. Government Securities"), and in
repurchase agreements secured by such securities. The
investment objective, the investment policies, and the
investment restrictions of the Fund may not be changed without
the approval of a majority of the shareholders, as defined in
the Investment Company Act of 1940.
Portfolio turnover of the Fund will be high due to the short-
term nature of the Fund s investments. High turnover will not
adversely affect the Fund s yield because brokerage
commissions are not normally paid on investments the Fund
makes.
U.S. Government Securities
The Fund invests primarily in U.S. Government Securities.
Securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities include U.S. Treasury
securities, which differ only in their interest rates,
maturities, and times of issuance. U.S. Treasury bills have
initial maturities of one year or less; U.S. Treasury notes
have initial maturities of one to ten years; and U.S. Treasury
bonds generally have initial maturities of greater than ten
years. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities, including, for
example, Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of
the U.S. Treasury. Other obligations issued by or guaranteed
by Federal agencies, such as those securities issued by the
Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase
certain obligations of the Federal agency, while other
obligations issued by or guaranteed by Federal agencies, such
as those of the Federal Home Loan Banks, are supported by the
right of the issuer to borrow from the U.S. Treasury. While
the U.S. Government provides financial support to such U.S.
Government-sponsored Federal agencies, no assurance can be
given that the U.S. Government will always do so, since the
U.S. Government is not so obligated by law. U.S. Treasury
notes and bonds typically pay coupon interest semi-annually
and repay the principal at maturity. The Fund will invest in
such U.S. Government Securities only when the Fund's
investment adviser (the "Adviser") is satisfied that the
credit risk with respect to the issuer is minimal.
Repurchase Agreements
<PAGE> 3
<PAGE>
As discussed in the Fund s Prospectus, the Fund also may enter
into repurchase agreements with financial institutions. The
Fund follows certain procedures designed to minimize the risks
inherent in such agreements. These procedures include
effecting repurchase transactions only with large, well-
capitalized and well-established financial institutions whose
condition will be continually monitored by the Adviser. In
addition, the value of the collateral underlying the
repurchase agreement will always be at least equal to the
repurchase price, including any accrued interest earned on the
repurchase agreement. In the event of a default or bankruptcy
by a selling financial institution, the Fund will seek to
liquidate such collateral. However, the exercising of the
Fund s right to liquidate such collateral could involve
certain costs or delays and, to the extent that proceeds from
any sale upon a default of the obligation to repurchase were
less than the repurchase price, the Fund could suffer a loss.
It is the current policy of the Fund not to invest in
repurchase agreements that do not mature within seven days if
any such investment, together with any other illiquid assets
held by the Fund, amounts to more than 10% of the Fund s total
assets. The investments of the Fund in repurchase agreements,
at times, may be substantial when, in the view of the Adviser,
liquidity or other considerations so warrant.
INVESTMENT RESTRICTIONS
As stated above, the Fund may invest only in U.S. Government
Securities and in repurchase agreements secured by such
securities, although the Fund did not invest in repurchase
agreements during 1995 and has no intentions to do so. The
Fund may not invest in any other securities.
The Fund may not borrow money, except that as a temporary
measure the Fund may borrow money to facilitate redemptions.
Such a borrowing may be in an amount not to exceed 30% of the
Fund s total assets, taken at current value before such
borrowing. The Fund may borrow only to accommodate requests
for redemption of shares of the Fund while effecting an
orderly liquidation of portfolio securities. Additionally,
the Fund may not sell securities short, write options,
underwrite securities of other issuers, purchase or sell real
estate, commodities or commodity contracts, or loan money to
others (except securities under repurchase agreements). The
Fund may not purchase a portfolio security if a borrowing by
the Fund is outstanding. No other senior securities may be
issued by the Fund.
MANAGEMENT OF THE FUND
<PAGE> 4
<PAGE>
Trustees and Officers of the Fund and Officers of the Adviser,
together with information as to their principal business
occupations during the past five years, are set forth below.
Officers of the Fund do not receive salaries or other forms of
compensation from the Fund. Non-interested Trustees fees and
expenses will be paid by the servicing agent. Non-interested
Trustees were paid an annual fee of $3,000. For the year
ended December 31, 1995, such fees amounted to $16,500.
*Daniel L. O Connor, 54 - Chairman of the Board, Treasurer and
Trustee. President, 1974 to 1981. Partner and Chief Operating
Officer of the Adviser. Address: 1001 Grand Isle Way, Palm
Beach Gardens, Florida 33418.
*Richard J. Garvey, 63 - President and Trustee. Executive
Vice President, 1974 to 1981. Limited Partner of the Adviser.
Address: 4922 Fairmont Avenue, Bethesda, Maryland 20814.
Patrick F. Noonan, 53 - Trustee. Chairman and Chief Executive
Officer of the Conservation Fund since 1986. Vice Chairman,
American Farmland Trust and Trustee, American Conservation
Association since 1985. President, Conservation Resources,
Inc. since 1981. Address: 11901 Glen Mill Drive, Potomac,
Maryland 20854.
Jeffrey R. Ellis, 51 - Trustee. Vice President of LottoFone,
a telephone lottery system, since 1993. Vice President
Shoppers Express, Inc. through 1992. Address: 513 Kerry Lane,
Virginia Beach, Virginia 23451.
Bruce C. Ellis, 51 - Trustee. Vice President, LottoFone,
Inc., a telephone state lottery service, since 1991. Vice
President, Shoppers' Express, Inc., 1986-1992. Address: 7108
Heathwood Court, Bethesda, Maryland 20817.
*Rita A. Gardner, 52 - Trustee. Limited partner of the
Adviser. Address: 4922 Fairmont Avenue, Bethesda, Maryland
20814.
Michael D. Lange, 54 - Trustee. Vice President, Capital Hill
Management Corporation since 1967. Owner of Michael D. Lange,
Ltd., a builder and developer since 1980. Partner of
Greatfull Falls, a building developer, since 1994. Address:
7521 Pepperell Drive, Bethesda, Maryland 20817.
Leo Seybold, 82 - Trustee. Retired. Address: 5804 Rockmere
Drive, Bethesda, Maryland 20816.
*Martin M. O Connor, 51 - Vice President since 1974. A
limited partner of the Adviser since 1979. Address: 4922
Fairmont Avenue, Bethesda, Maryland 20814.
<PAGE> 5
<PAGE>
*John R. Cralle, 56 - Vice President since 1978. A limited
partner of the Adviser since 1979.
Address: 4922 Fairmont Avenue, Bethesda, Maryland 20814.
*Timothy N. Coakley, CPA, 28 - Vice President and Controller.
Audit Manager Deloitte & Touche LLP until 1994. Address: 4922
Fairmont Avenue, Bethesda, Maryland 20814.
*Stephenie E. Adams, 27 - Secretary. Director of Marketing,
Rushmore Services, Inc., from July 1994 to present. Regional
Sales Coordinator, Media General Cable, from June 1993 to June
1994. Graduate Student, Northwestern University, M.S., from
September 1991 to December 1992. Student, Stephens College,
Columbia, Missouri, B.S., from August 1987 to May 1991.
Address: 4922 Fairmont Avenue, Bethesda, Maryland 20814.
Daniel L. O Connor and Martin M. O Connor are brothers.
* Indicates interested person as defined by the Investment
Company Act of 1940.
Certain Trustees and Officers of the Fund are also Directors
and Officers of Fund For Tax-Free Investors, Inc., The
Rushmore Fund, Inc., and American Gas Index Fund, Inc., other
investment companies managed by the Adviser.
PRINCIPAL HOLDERS OF SECURITIES
On May 15, 1996, there were 542,002,997 shares of beneficial
interest of the Fund outstanding. No shareholder owned more
than 5% of the outstanding shares of beneficial interest.
Officers and Trustees of the Fund, as a group, own less than
1% of shares outstanding.
INVESTMENT ADVISORY AND OTHER SERVICES
The Fund is provided investment advisory and management
services by Money Management Associates (the "Adviser"), 1001
Grand Isle Way, Palm Beach Gardens, Florida 33418. The
Adviser is a limited partnership which was formed under the
laws of the District of Columbia on August 15, 1974. Certain
Officers and Trustees of the Fund are affiliated with the
Adviser. Under an Agreement (the "Agreement") with the
Adviser, the Fund pays a fee at an annual rate based on the
size of the Fund s net assets as follows:
0.50% of the first $500 million;
0.45% of the next $250 million;
0.40% of the next $250 million; and
0.35% of the net assets over $1 billion.
<PAGE> 6
<PAGE>
Under the Agreement, the Adviser will reimburse the Fund for
expenses (including management fee) but excluding interest and
extraordinary legal expenses, which exceed one percent of the
average daily net assets per annum.
Normal expenses which are borne by the Fund include, but are
not limited to, taxes, trust fees, interest expenses (if any),
office expenses, the costs incident to preparing reports to
governmental agencies, auditing and accounting, the costs
incident to providing stock certificates for shareholders, and
of registering and redeeming such certificates, custodian
charges, the expense of shareholders and Trustees meetings,
data processing, preparation, printing and distribution of all
reports and proxy materials, legal services rendered to the
Fund, compensation for those Trustees, Officers and employees
of the Fund who do not also serve as Officers or employees of
the Adviser, insurance coverage for the Fund and its Trustees
and Officers, and its membership in trade associations. The
Adviser may, from time to time, make payments to broker-
dealers and others for their expenses in connection with the
distribution of Fund shares. Although such payments may be
based upon the number of shares distributed, it is the
understanding of the Adviser that such payments will be for
reimbursement and will not exceed the expenses of the
recipients in arranging for and administering distribution of
Fund shares. Salaries of the Trustees of the Fund, who are
not affiliated with the Adviser, are expenses of the Fund and
are established annually by the Board of Trustees. This
includes a majority of those Trustees who are non-interested
persons of the Adviser. All fees and expenses are estimated
and accrued daily. For the years: 1995, 1994 and 1993, the
Adviser earned $2,787,502, $2,754,339, and $3,228,059,
respectively in management fees.
Daniel L. O Connor is the sole general partner of the Adviser
and, as such, exercises control of the Adviser.
The Agreement between the Adviser and the Fund was last
approved by the shareholders of the Fund on May 24, 1996 at a
special meeting of Fund shareholders. The Agreement shall be
renewed annually, if approved by either of two methods: (1) by
the Board of Trustees, including approval by a majority of the
non-interested Trustees by vote cast in person at a meeting
called for such purpose; or (2) by a majority of the
shareholders of the outstanding voting securities of the Fund.
The Agreement may be canceled by the Fund without penalty on
sixty days notice by the Board of Trustees of the Fund or by
vote of the holders of a majority of the Fund's shares. The
Agreement may also be canceled by the Adviser without penalty
on sixty days notice. The Agreement will terminate
automatically in the event of its assignment.
<PAGE> 7
<PAGE>
Under an Agreement approved by the Board of Trustees on March
1, 1996, Rushmore Trust and Savings, FSB ("RTS"), 4922
Fairmont Avenue, Bethesda Maryland 20814, a majority-owned
subsidiary of the Adviser, acts as the Fund's custodian,
transfer agent, dividend disbursing agent and shareholder
servicing agent. The Fund pays RTS an annual fee of 0.25% of
the average daily net assets of the Fund for these services.
The fee will be reviewed and approved annually by the non-
interested Trustees. The Fund is subject to the self-
custodian rules of the Securities and Exchange Commission.
These rules require that the custodian be subject to three
securities verification examinations each year conducted by
the Fund's independent accountants. Two of the examinations
must be performed on an unannounced surprise basis.
NET ASSET VALUE
The Fund s net asset value per share will be determined as of
12:00 noon, Eastern time, on days when the Custodian bank is
open for business. The net asset value per share is
determined by adding the appraised value of all securities and
all other assets, deducting liabilities and dividing by the
number of shares outstanding. The value of the Fund s
portfolio of securities is determined on the basis of fair
value as determined in good faith by the Fund s Trustees. In
determining fair value, the Fund uses the amortized cost
method of valuing the securities in its portfolio pursuant to
Rule 2a-7 under the Investment Company Act of 1940. The
Fund s Trustees continuously review this method of valuation
and recommend changes which may be necessary to assure that
the portfolio instruments of the Fund are valued at their fair
value. In its review, the Trustees of the Fund consider the
relevant factors which may affect the value of the portfolio
investments, such as maturity, yield, stability, special
circumstances or trading markets, and any other factors which
they deem pertinent. Amortized cost is the purchase price of
the security plus accumulated discount or accrued interest
from the date of purchase. This method of valuation does not
take into account unrealized gains or losses due to short-term
market fluctuations and tends to stabilize the price of the
Fund s shares. Under Rule 2a-7, the Fund will not purchase
any securities with a remaining maturity of greater than 397
days, or maintain a dollar weighted average portfolio maturity
in excess of 90 days. When interest rates decline, the market
value of the Fund s portfolio rises; when rates rise, the
market value declines. To the extent that the Fund s
amortized cost valuation of its short-term securities differs
from the actual liquidation value, the price at which an
investor purchases or redeems will correspondingly differ from
the per share liquidation value of the portfolio. Thus, when
interest rates are declining and purchases of Fund shares
exceed redemptions, the interest of existing investors may be
<PAGE> 8
<PAGE>
diluted. When interest rates are rising and redemptions
exceed share purchases, the interest of existing investors may
be diluted. Declining interest rates and net redemption of
Fund shares or rising interest rates and new purchases of Fund
shares may enhance the interest of existing investors. When
interest rates are declining, the Fund s valuation method
tends to understate the percentage rate of net investment
income per share. When interest rates are rising, the reverse
is true. The Board of Trustees of the Fund believes that the
amortized cost basis offers the most consistent and
conservative method of valuing short-term investments.
COMPARATIVE PERFORMANCE DATA
The Fund s performance may be compared in advertising to the
performance of other money market and mutual funds in general
or to the performance of particular types of money market
funds, especially those with similar objectives. More up-to-
date performance data may be provided as it becomes available.
From time to time, the Fund may provide information concerning
general economic conditions, financial trends, analysis and
supply comparative performance and rankings, with respect to
comparable investments for the same period, for unmanaged
market indexes such as the Dow Jones Industrial Average,
Standard & Poor s 500 IndexTM, Shearson Lehman Bond Indexes,
Merrill Lynch Bond Indexes, Bond Buyer Index, and from
recognized independent sources such as Donoghue s Money Fund
Report, Donoghue Money Letter, Bank Rate Monitor, Money
Magazine, Forbes, Lipper, Standard & Poor s Corporation, CDA
Investment Technologies, Inc. ("CDA"), Wiesenberger Investment
Companies Service, Mutual Fund Values, Mutual Fund Forecaster,
Mutual Fund Sourcebook, Fortune, Business Week, Kiplinger s
Personal Finance, Wall Street Journal, Investor s Business
Daily and Schabacker Investment Management, Inc. Comparisons
may also be made to Consumer Price Index, rate of inflation,
bank money market rates, rates of certificates of deposit,
Treasury Bills and Treasury Bond rates and yields.
CALCULATION OF YIELD QUOTATIONS
The Fund s annualized current yield, as may be quoted from
time to time in advertisements and other communications to
shareholders and potential investors, is computed by
determining, for a stated seven-day period, the net change,
exclusive of capital changes and including the value of
additional shares purchased with dividends and any dividends
declared therefrom (which reflect deductions of all expenses
of the Fund such as management fees), in the value of a
hypothetical pre-existing account having a balance of one
share at the beginning of the period, and dividing the
<PAGE> 9
<PAGE>
difference by the value of the account at the beginning of the
base period to obtain the base period return, and then
multiplying the base period return by (365/7).
The Fund s annualized effective yield, as may be quoted from
time to time in advertisements and other communications to
shareholders and potential investors, is computed by
determining (for the same stated seven-day period as the
current yield), the net change, exclusive of capital changes
and including the value of additional shares purchased with
dividends and any dividends declared therefrom (which reflect
deductions of all expenses of the Fund such as management
fees), in the value of a hypothetical pre-existing account
having a balance of one share at the beginning of the period,
and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return,
and then compounding the base period return by adding 1,
raising the sum to a power equal to 365 divided by 7, and
subtracting 1 from the result.
The yields quoted in any advertisement or other communication
should not be considered a representation of the yields of the
Fund in the future since the yield is not fixed. Actual
yields will depend not only on the type, quality, and
maturities of the investments held by the Fund and changes in
interest rates on such investments, but also on changes in the
Fund s expenses during the period.
Yield information may be useful in reviewing the performance
of the Fund and for providing a basis for comparison with
other investment alternatives. However, unlike bank deposits
or other investments which typically pay a fixed yield for a
stated period of time, the Fund s yield fluctuates.
AUDITORS AND FINANCIAL STATEMENTS
Deloitte & Touche LLP, independent certified public
accountants, are the auditors of the Fund. The Fund
incorporates by reference in this statement of additional
information the financial statements and notes contained in
its annual report to the shareholders for the year ended
December 31, 1995.
<PAGE> 10
<PAGE>
--------------------------------------------------------------
[LOGO OF FUND FOR GOVERNMENT INVESTORS, INC. APPEARS
HERE]
A MONEY MARKET FUND
ANNUAL REPORT
December 31, 1995
--------------------------------------------------------------
Dear Shareholders:
Fund for Government Investors, Inc. ended the year with
net assets of $577.2 million on December 31, 1995, an increase
of $53 million for the year. Net income averaged 4.93% of net
assets for the year.
After the Federal Reserve raised interest rates for more
than a year, the economy started to show signs of slowing in
1995. The slowing economy prompted the Federal Reserve to
reverse its course and reduce short-term rates in July by 25
basis points and again in December by an additional 25 basis
points. This reduction in short-term rates brought the Federal
funds' rate down to 5.50%.
The near term outlook continues to look sluggish with no
recession anticipated in 1996. With low inflation and
continued slow growth, expectations are that the Federal
Reserve will again lower interest rates in 1996. Also during
the year, we expect the Administration and Congress to reach a
balanced budget agreement which should bode well for the
economy.
Going forward, Fund for Government Investors, Inc. will
continue its conservative investment philosophy, and as
always, safety of assets will be our primary concern. Thank
you for your continued support.
/s/ Daniel L. O'Connor /s/ Richard J. Garvey
------------------------ --------------------------
Daniel L. O'Connor Richard J. Garvey
Chairman of the Board President
4922 Fairmont Avenue Bethesda, Maryland 20814 800-621-7874
301-657-1517
<PAGE>
FUND FOR GOVERNMENT INVESTORS, INC.
STATEMENT OF NET ASSETS
December 31, 1995
<TABLE>
<CAPTION>
YIELD AT
PAYABLE AT MATURITY DATE OF VALUE
MATURITY DATE PURCHASE (%) (NOTE 1)
<S> <C> <C> <C>
----------------------------------------------------------------
----------------------------------------------------------------
UNITED STATES TREASURY BILLS
$ 25,000,000 January 4, 1996 5.47 $ 24,988,916
50,000,000 January 11, 1996 5.44 49,926,528
50,000,000 January 18, 1996 5.42 49,875,510
50,000,000 February 1, 1996 5.40 49,773,743
75,000,000 February 8, 1996 5.49 74,577,118
75,000,000 February 15, 1996 5.56 74,492,812
50,000,000 February 22, 1996 5.49 49,614,333
25,000,000 February 29, 1996 5.46 24,782,233
50,000,000 March 7, 1996 5.30 49,527,000
50,000,000 March 14, 1996 5.31 49,475,819
25,000,000 March 21, 1996 5.16 24,721,111
25,000,000 March 28, 1996 4.94 24,709,396
23,000,000 December 12, 1996 5.20 21,919,040
------------ ------------
$573,000,000 Total Investments -- 98.47%
============ (Cost $568,383,559*) 568,383,559
Other Assets Less
less Liabilities -- 1.53% 8,810,872
------------
Net Assets -- 100.0% $577,194,431
============
Net Asset value per share
(Based on 577,194,431
shares outstanding) $1.00
=====
</TABLE>
*Same cost is used for Federal income tax purposes.
Weighted Average Maturity of Portfolio: 57 Days
See Notes to Financial Statements.
<PAGE> 2
<PAGE>
STATEMENT OF OPERATIONS
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C>
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS:
INVESTMENT INCOME (Note 1) $31,976,884
EXPENSES
Investment Advisory Fee (Note 2) $2,787,502
Administrative Fee (Note 2) 1,409,761 4,197,263
---------- -----------
NET INVESTMENT INCOME $27,779,621
===========
</TABLE>
See Notes to Financial Statements.
<PAGE> 3
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
For the Year Ended
December 31,
---------------------------------
1995 1994
-------------- -------------
<S> <C> <C>
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS
AND DECLARED AS DIVIDENDS TO
SHAREHOLDERS (Note 1) $ 27,779,621 $ 18,389,220
============== =============
FROM SHARE TRANSACTIONS
(at constant net asset value of $1)
Shares Purchased $2,611,795,994 $2,391,380,226
Dividends Reinvested 26,793,106 17,600,081
--------------- --------------
Total 2,638,589,100 2,408,980,307
Shares Redeemed (2,585,548,223) (2,485,592,551)
--------------- --------------
Increase (Decrease)
in Net Assets 53,040,877 (76,612,244)
NET ASSETS - Beginning of Year 524,153,554 600,765,798
--------------- --------------
NET ASSETS - End of Year $ 577,194,431 $ 524,153,554
=============== ==============
</TABLE>
See Notes to Financial Statements.
<PAGE> 4
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION
For the Year Ended December 31,
1995 1994 1993
<S> <C> <C> <C>
------ ------ ------
Per Share Operating Performance: $1.00 $1.00 $1.00
Net Asset Value - Beginning of Year ------ ------ ------
Net Investment Income 0.049 0.033 0.023
Net Realized and Unrealized Gains
on Securities -- -- --
------ ------ ------
Net Increase in Net Asset Value
Resulting from Operations 0.049 0.033 0.023
Dividends to Shareholders (0.049) (0.033) (0.023)
Distributions to Shareholders from
Net Realized Capital Gains -- -- --
------ ------ ------
Net Increase in Net Asset Value 0.00 0.00 0.00
------ ------ ------
Net Asset Value - End of Year $1.00 $1.00 $1.00
====== ====== ======
Total Investment Return 5.04% 3.38% 2.37%
Ratios to Average Net Assets:
Expenses 0.74% 0.75% 0.75%
Net Investment Income 4.93% 3.31% 2.32%
Supplementary Data:
Portfolio Turnover Rate -- -- --
Number of Shares Outstanding at
End of Year (000's omitted) 577,194 524,154 600,766
See Notes to Financial Statements.
<PAGE> 5
<PAGE>
For the Year Ended December 31,
1992 1991
------ ------
Per Share Operating Performance: $1.00 $1.00
Net Asset Value - Beginning of Year ------ ------
Net Investment Income 0.030 0.053
Net Realized and Unrealized Gains
on Securities -- --
------ ------
Net Increase in Net Asset Value
Resulting from Operations 0.030 0.053
Dividends to Shareholders (0.030) (0.053)
Distributions to Shareholders from
Net Realized Capital Gains -- --
------ ------
Net Increase in Net Asset Value 0.00 0.00
------ ------
Net Asset Value - End of Year $1.00 $1.00
====== ======
Total Investment Return 3.02% 5.38%
Ratios to Average Net Assets:
Expenses 0.71% 0.69%
Net Investment Income 3.00% 5.29%
Supplementary Data:
Portfolio Turnover Rate -- --
Number of Shares Outstanding at
End of Year (000's omitted) 751,925 796,655
</TABLE>
See Notes to Financial Statements.
<PAGE> 6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
December 31, 1995
1. SIGNIFICANT ACCOUNTING POLICIES
Fund for Government Investors, Inc. is registered with the
Securities and Exchange Commission under the Investment
Company Act of 1940 and invests only in U.S. Government
Securities. The following is a summary of significant
accounting policies which the Fund consistently follows:
(a) Investments are valued at amortized cost, which
approximates market value. Amortized cost is the
purchase price of the security plus accumulated
discount or minus amortized premium from the date of
purchase.
(b) Investment income is recorded as earned.
(c) Net investment income is computed, and dividends are
declared daily. Dividends are paid monthly and
reinvested in additional shares unless shareholders
request payment.
(d) The Fund complies with the provisions of the
Internal Revenue Code applicable to regulated
investment companies and distributes all net
investment income to its shareholders. Therefore, no
Federal income tax provision is required.
2. INVESTMENT ADVISER AND SHAREHOLDER SERVICING AGENT
Investment advisory and management services are provided by
Money Management Associates under an agreement whereby the
Fund pays a fee at an annual rate based on the Fund's net
assets as follows: 0.50% of the first $500 million; 0.45% of
the next $250 million; 0.40% of the next $250 million; and
0.35% of the net assets that exceed $1 billion. Certain
Officers and Directors of the Fund are affiliated with Money
Management Associates.
Rushmore Trust and Savings, FSB, a majority-owned subsidiary
of Money Management Associates, provides custodial services,
transfer agency, dividend disbursing and other shareholder
services to the Fund. Rushmore Trust is paid an administrative
fee of 0.25% of average net assets to cover the cost of these
services as well as other expenses of the Fund except for
interest and extraordinary legal expenses.
<PAGE> 7
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Directors
of Fund for Government Investors, Inc.:
We have audited the statement of net assets of Fund for
Government Investors, Inc. (the Fund) as of December 31, 1995,
the related statements of operations for the year then ended
and of changes in net assets for the years ended December 31,
1995 and 1994, and the financial highlights for each of the
five years in the period ended December 31, 1995. These
financial statements and financial highlights are the
responsibility of the Fund'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 audit 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 at
December 31, 1995 by correspondence with the custodian. 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, such financial statements and financial
highlights present fairly, in all material respects, the net
assets of Fund for Government Investors, Inc. at December 31,
1995, the results of its operations, the changes in its net
assets, and the financial highlights for the respective stated
periods in conformity with generally accepted accounting
principles .
DELOITTE & TOUCHE LLP
Washington, D.C.
January 30, 1996
<PAGE> 8
<PAGE>
FUND
FOR
GOVERNMENT
INVESTORS
--------------------------------------------------------------
ANNUAL REPORT
December 31, 1995
[LOGO OF RUSHMORE APPEARS HERE]
<PAGE>
<PAGE>
PART C
<PAGE>
<PAGE>
PART C
OTHER INFORMATION
Fund For Government Investors
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial statements: The following audited
financial statements are incorporated by reference
in Part B of this registration statement's
amendment:
Statement of Net Assets as of December 31,
1995;
Statement of Operations for the year ended
December 31, 1995;
Statements of Changes in Net Assets for the
years ended December 31, 1995 and 1994; and
Financial Highlights for each of the five years
in the period ended December 31, 1995.
b. Exhibits:
(1) Declaration of Trust.1/
(2) Bylaws of Registrant.1/
(3) Voting Trust Agreement.2/
(4) Specimen Share Certificate.2/
(5) Management Contract between Registrant and
Money Management Associates.1/
(6) Form of Underwriting Agreement.2/
(7) Bonus, Profit Sharing or Pension Plans.2/
(8) Custody and Administrative Services Agreement
between Registrant and Rushmore Trust and
Savings, FSB.1/
(9) Other material contracts.2/
(10) Opinion of Barham, Radigan, Suiters & Brown,
P.C., regarding the legality of securities
being registered.3/
(11) Consent of Deloitte & Touche LLP, independent
public accountants for Registrant.1/
(12) Financial Statements omitted from Item 23.2/
(13) Copies of any agreements or understandings
concerning initial capital.2/
(14) Copies of the model plan used in the
establishment of any retirement plan in
conjunction with which Registrant offers its
securities.2/
(15) Form of Rule 12b-1 Distribution Plan.2/
<PAGE>
<PAGE>
(16) Schedule for computation of performance
quotations.1/
(17) Financial Data Schedule.1/
(18) Copies of any plan entered into by Registrant
pursuant to Rule 18f-3.2/
1/ Filed herewith.
2/ None.
3/ Incorporated by reference to the Registrant's
Registration Statement on Form N-1A, previously filed
with the Securities and Exchange Commission on March 31,
1995 (Registration Nos. 2-52552 and 811-2539).
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
Number of Shareholders
of Record at
Title of Class May 15, 1996
Shares of Beneficial
Interest, no par value 11,984
ITEM 27. INDEMNIFICATION
The Registrant is organized as a Delaware business trust
and is operated pursuant to a Declaration of Trust, dated
January 25, 1996 (the "Declaration of Trust"), that
permits the Registrant to indemnify its Trustees and
officers under certain circumstances. This
indemnification is permitted pursuant to Delaware Code
Annotated, Title 12, Section 3817. Such indemnification,
however, is subject to the limitations imposed by the
Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended. The Declaration of
Trust of the Registrant provides that officers and
Trustees of the Trust shall be indemnified by the Fund
against liabilities and expenses of defense in
proceedings against them by reason of the fact that they
each serve as an officer or Trustee of the Fund or as an
officer or trustee of another entity at the request of
<PAGE> C-2
<PAGE>
the entity. This indemnification is subject to the
following conditions:
(a) no Trustee or officer is indemnified against any
liability to the Fund or its security holders which
was the result of any willful misfeasance, bad
faith, gross negligence, or reckless disregard of
his duties;
(b) officers and Trustees are indemnified only for
actions taken in good faith which the officers and
Trustees believed were in or not opposed to the best
interests of the Fund; and
(c) expenses of any suit or proceeding will be paid in
advance only if the persons who will benefit by such
advance undertake to repay the expenses unless it is
subsequently determined that they are entitled to
indemnification.
Insofar as indemnification for liability arising under
the Securities Act of 1933, as amended (the "1933 Act"),
may be permitted to directors, trustees, officers, and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has
been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against
public policy as expressed in the 1933 Act and,
therefore, is unenforceable. In the event that a claim
for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or
paid by a director, trustee, officer, or controlling
person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such
director, trustee, officer, or controlling person in
connection with the securities being registered, the
Registrant, unless in the opinion of the Registrant s
counsel the matter has been settled by controlling
precedent, will submit to a court of appropriate
jurisdiction the question whether such indemnification by
the Registrant is against public policy as expressed in
the 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Money Management Associates ("MMA"), 1001 Grand Isle Way,
Palm Beach Gardens, Florida 33418, a limited partnership
organized under the laws of the District of Columbia on
August 15, 1974, has one general partner and five limited
partners. Daniel L. O'Connor is the general partner and
<PAGE> C-3
<PAGE>
sole employee of MMA. Limited partners Richard J.
Garvey, Martin M. O'Connor, Rita A. Gardner, and John R.
Cralle, are full-time employees of Rushmore Services,
Inc. ("RSI"), a subsidiary of MMA, at 4922 Fairmont
Avenue, Bethesda, Maryland 20814. Limited partner
William L. Major is a retired employee of RSI.
MMA also serves as the investment adviser to The Rushmore
Fund, Inc., Fund For Tax-Free Investors, Inc., and
American Gas Index Fund, Inc., all regulated investment
companies since their inception.
ITEM 29. PRINCIPAL UNDERWRITERS
Not applicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The physical location for all accounts, books, and
records required to be maintained and preserved by
Section 31(a) of the Investment Company Act of 1940, as
amended, and Rules 31a-1 and 31a-2 thereunder, is 4922
Fairmont Avenue, Bethesda, Maryland 20814.
ITEM 31. MANAGEMENT SERVICES
Not Applicable.
ITEM 32. UNDERTAKINGS
(a) The Registrant undertakes that, if requested to do
so by the holders of at least 10% of its outstanding
shares of the Fund, the Registrant will call a
meeting of shareholders of the Fund for the purpose
of voting upon the question of the removal of a
trustee or trustees of the Registrant and to assist
in communications with other shareholders as
required by Section 16(c) of the Investment Company
Act of 1940, as amended.
(b) The Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders
upon request and without charge.
<PAGE> C-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets all of the requirements
for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly
caused this Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of
Bethesda and the State of Maryland, on the 29th day of May,
1996.
Registrant:
FUND FOR GOVERNMENT INVESTORS
By: /s/ Daniel L. O'Connor
Daniel L. O'Connor
Chairman of the Board
As required by the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Daniel L. O'Connor Chairman of the May 29, 1996
Daniel L. O'Connor Board, Treasurer,
Trustee
/s/ Richard J. Garvey President, Trustee May 29, 1996
Richard J. Garvey
/s/ Timothy N. Coakley Vice President, May 29, 1996
Timothy N. Coakley Controller
/s/ Bruce C. Ellis Trustee May 29, 1996
Rita A. Gardner
/s/ Jeffrey R. Ellis Trustee May 29, 1996
Jeffrey R. Ellis
/s/ Rita A. Gardner Trustee May 29, 1996
Rita A. Gardner
/s/ Michael D.Lange Trustee May 29, 1996
Michael D. Lange
/s/ Patrick F. Noonan Trustee May 29, 1996
Patrick F. Noonan
/s/ Leo Seybold Trustee May 29, 1996
Leo Seybold
<PAGE> S-1
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard J. Garvey, John R. Cralle,
and Stephenie E. Adams, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in and all of his or her
capacities as a Director of Fund for Government Investors (the
"Fund"), a Delaware business trust, to sign on his or her
behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under
the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, filed by the Fund and any
amendments and supplements thereto, and other documents in
connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, and each of them, may
lawfully do or cause to be done by virtue hereof. This power
of attorney hereby revokes any and all powers of attorney
previously granted by the undersigned in connection with the
aforementioned matters.
DATED this 25th day of April, 1996.
/s/ Bruce C. Ellis
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard J. Garvey, John R. Cralle,
and Stephenie E. Adams, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in and all of his or her
capacities as a Director of Fund for Government Investors (the
"Fund"), a Delaware business trust, to sign on his or her
behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under
the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, filed by the Fund and any
amendments and supplements thereto, and other documents in
connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, and each of them, may
lawfully do or cause to be done by virtue hereof. This power
of attorney hereby revokes any and all powers of attorney
previously granted by the undersigned in connection with the
aforementioned matters.
DATED this 25th day of April, 1996.
/s/ Michael D. Lange
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard J. Garvey, John R. Cralle,
and Stephenie E. Adams, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in and all of his or her
capacities as a Director of Fund for Government Investors (the
"Fund"), a Delaware business trust, to sign on his or her
behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under
the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, filed by the Fund and any
amendments and supplements thereto, and other documents in
connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, and each of them, may
lawfully do or cause to be done by virtue hereof. This power
of attorney hereby revokes any and all powers of attorney
previously granted by the undersigned in connection with the
aforementioned matters.
DATED this 25th day of April, 1996.
/s/ Jeffrey R. Ellis
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard J. Garvey, John R. Cralle,
and Stephenie E. Adams, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in and all of his or her
capacities as a Director of Fund for Government Investors (the
"Fund"), a Delaware business trust, to sign on his or her
behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under
the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, filed by the Fund and any
amendments and supplements thereto, and other documents in
connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, and each of them, may
lawfully do or cause to be done by virtue hereof. This power
of attorney hereby revokes any and all powers of attorney
previously granted by the undersigned in connection with the
aforementioned matters.
DATED this 25th day of April, 1996.
/s/ Daniel L. O'Connor
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard J. Garvey, John R. Cralle,
and Stephenie E. Adams, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in and all of his or her
capacities as a Director of Fund for Government Investors (the
"Fund"), a Delaware business trust, to sign on his or her
behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under
the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, filed by the Fund and any
amendments and supplements thereto, and other documents in
connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, and each of them, may
lawfully do or cause to be done by virtue hereof. This power
of attorney hereby revokes any and all powers of attorney
previously granted by the undersigned in connection with the
aforementioned matters.
DATED this 25th day of April, 1996.
/s/ Patrick F. Noonan
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard J. Garvey, John R. Cralle,
and Stephenie E. Adams, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in and all of his or her
capacities as a Director of Fund for Government Investors (the
"Fund"), a Delaware business trust, to sign on his or her
behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under
the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, filed by the Fund and any
amendments and supplements thereto, and other documents in
connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, and each of them, may
lawfully do or cause to be done by virtue hereof. This power
of attorney hereby revokes any and all powers of attorney
previously granted by the undersigned in connection with the
aforementioned matters.
DATED this 25th day of April, 1996.
/s/ Leo Seybold
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard J. Garvey, John R. Cralle,
and Stephenie E. Adams, and each of them, his or her true and
lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or
her name, place, and stead, in and all of his or her
capacities as a Director of Fund for Government Investors (the
"Fund"), a Delaware business trust, to sign on his or her
behalf any and all Registration Statements (including any
post-effective amendments to Registration Statements) under
the Securities Act of 1933, as amended, and/or the Investment
Company Act of 1940, as amended, filed by the Fund and any
amendments and supplements thereto, and other documents in
connection therewith, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises,
as fully as to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, and each of them, may
lawfully do or cause to be done by virtue hereof. This power
of attorney hereby revokes any and all powers of attorney
previously granted by the undersigned in connection with the
aforementioned matters.
DATED this 25th day of April, 1996.
/s/ Richard J. Garvey
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EXHIBIT 1
Declaration of Trust
<PAGE>
FUND FOR GOVERNMENT INVESTORS
DECLARATION OF TRUST
DATED JANUARY 25, 1996
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I - NAME AND DEFINITIONS
Section 1.01. Name . . . . . . . . . . . . . . . . . . 1
Section 1.02. Definitions . . . . . . . . . . . . . . 1
ARTICLE II - BENEFICIAL INTEREST
Section 2.01. Shares of Beneficial Interest . . . . . 2
Section 2.02. Issuance of Shares . . . . . . . . . . . 3
Section 2.03. Register of Shares and Share Certificates 3
Section 2.04. Transfer of Shares . . . . . . . . . . . 4
Section 2.05. Treasury Shares . . . . . . . . . . . . 4
Section 2.06. Establishment of Series . . . . . . . . 4
Section 2.07. Investment in the Trust . . . . . . . . 4
Section 2.08. Assets and Liabilities of Series . . . . 5
Section 2.09. No Preemptive Rights . . . . . . . . . . 5
Section 2.10. Personal Liability of Shareholders . . . 5
Section 2.11. Assent to Trust Instrument . . . . . . . 6
Section 2.12. Redemption of Shares . . . . . . . . . . 6
ARTICLE III - THE TRUSTEES
Section 3.01. Management of the Trust . . . . . . . . 6
Section 3.02. Initial Trustees . . . . . . . . . . . . 7
Section 3.03. Term of Office of Trustees . . . . . . . 7
Section 3.04. Vacancies and Appointment of Trustees . 7
Section 3.05. Temporary Absence of Trustee . . . . . . 8
Section 3.06. Number of Trustees . . . . . . . . . . . 8
Section 3.07. Effect of Death, Resignation, Etc., of a
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3.08. Ownership of Assets of the Trust . . . . 8
ARTICLE IV - POWERS OF THE TRUSTEES
Section 4.01. Powers . . . . . . . . . . . . . . . . . 8
Section 4.02. Issuance and Repurchase of Shares . . . 11
Section 4.03. Trustees and Officers as Shareholders . 12
Section 4.04. Action by the Trustees . . . . . . . . . 12
Section 4.05. Chairman of the Trustees . . . . . . . . 12
Section 4.06. Principal Transactions . . . . . . . . . 12
ARTICLE V - EXPENSES OF THE TRUST
Section 5.01. Trustee Reimbursement . . . . . . . . . 13
ARTICLE VI - INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER,
AND TRANSFER AGENT
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Section 6.01. Investment Advisor . . . . . . . . . . . 13
Section 6.02. Principal Underwriter . . . . . . . . . 14
Section 6.03. Transfer Agent . . . . . . . . . . . . . 14
Section 6.04. Parties to Contract . . . . . . . . . . 14
Section 6.05. Provisions and Amendments . . . . . . . 14
ARTICLE VII - SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 7.01. Voting Powers . . . . . . . . . . . . . 15
Section 7.02. Meetings . . . . . . . . . . . . . . . . 15
Section 7.03. Quorum and Required Vote . . . . . . . . 16
ARTICLE VIII - CUSTODIAN
Section 8.01. Appointment and Duties . . . . . . . . . 16
Section 8.02. Central Certificate System . . . . . . . 17
ARTICLE IX - DISTRIBUTIONS AND REDEMPTIONS
Section 9.01. Distributions . . . . . . . . . . . . . 18
Section 9.02. Redemptions . . . . . . . . . . . . . . 18
Section 9.03. Determination of Net Asset Value and
Valuation of Portfolio Assets . . . . . . . 18
Section 9.04. Suspension of the Right of Redemption . 19
Section 9.05. Redemption of Shares in Order to Qualify as
Regulated Investment Company . . . . . . . . 19
ARTICLE X - LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 10.01. Limitation of Liability . . . . . . . . 20
Section 10.02. Indemnification . . . . . . . . . . . . 20
Section 10.03. Shareholders . . . . . . . . . . . . . 22
ARTICLE XI - MISCELLANEOUS
Section 11.01. Trust Not a Partnership . . . . . . . . 22
Section 11.02. Trustee's Good Faith Action; Expert
Advice;
No Bond or Surety . . . . . . . . . . . . . 22
Section 11.03. Establishment of Record Dates . . . . . 22
Section 11.04. Termination of Trust . . . . . . . . . 23
Section 11.05. Reorganization . . . . . . . . . . . . 24
Section 11.06. Filing of Copies; References; Headings 24
Section 11.07. Applicable Law . . . . . . . . . . . . 24
Section 11.08 Amendments . . . . . . . . . . . . . . . 25
Section 11.09 Fiscal Year . . . . . . . . . . . . . . 25
Section 11.10. Provisions in Conflict With Law . . . . 25
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS
DECLARATION OF TRUST
Dated January 25, 1996
DECLARATION OF TRUST (herein after "Trust Instrument")
made January 25, 1996, by Daniel L. O'Connor, Bruce C. Ellis,
Jeffrey R. Ellis, Rita A. Gardner, Richard J. Garvey, Michael
D. Lange, Patrick F. Noonan, and Leo Seybold (the "Trustees").
WHEREAS, the Trustees desire to establish a business
trust for the investment and reinvestment of funds contributed
thereto;
NOW, THEREFORE, the Trustees declare that all money and
property contributed to the trust hereunder shall be held and
managed in trust under this Trust Instrument as herein set
forth below.
ARTICLE I
NAME AND DEFINITIONS
Section 1.01. Name. The name of the trust created hereby is
the "Fund For Government Investors."
Section 1.02. Definitions. Wherever used herein, unless
otherwise required by the context or specifically provided:
(a) The term "Bylaws" means the Bylaws referred to in
Article IV, Section 4.01(e) hereof, as from time to time
amended.
(b) The term "Commission" has the meaning given it in
the 1940 Act (as defined below). The terms "Affiliated
Person," "Assignment," "Interested Person," and "Principal
Underwriter" shall have the meanings given them in the 1940
Act, as modified by or interpreted by any applicable order or
orders of the Commission or any rules or regulations adopted
or interpretive releases of the Commission thereunder.
"Majority Shareholder Vote" shall have the same meaning as the
term "vote of a majority of the outstanding voting securities"
is given in the 1940 Act, as modified by or interpreted by any
applicable order or orders of the Commission or any rules or
regulations adopted or interpretive releases of the Commission
thereunder.
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(c) The term "Delaware Act" refers to Chapter 38 of
Title 12 of the Delaware Code entitled "Treatment of Delaware
Business Trusts," as it may be amended from time to time.
(d) The term "Net Asset Value" means the net asset value
of each Series (as defined below) of the Trust (as defined
below) determined in the manner provided in Article IX,
Section 9.03 hereof.
(e) The term "Outstanding Shares" means those Shares (as
defined below) shown from time to time in the books of the
Trust or its Transfer Agent (as defined below) as then issued
and outstanding, but shall not include Shares which have been
redeemed or repurchased by the Trust and which are at the time
held in the treasury of the Trust.
(f) The term "Series" means a series of Shares of the
Trust established in accordance with the provisions of Article
II, Section 2.06 hereof.
(g) The term "Shareholder" means a record owner of
Outstanding Shares of the Trust.
(h) The term "Shares" means the equal proportionate
transferable units of beneficial interest into which the
beneficial interest of each Series of the Trust or class
thereof shall be divided and may include fractions of Shares
as well as whole Shares.
(i) The term "Trust" refers to the Fund For Government
Investors and all Series of the Fund For Government Investors,
if any, and reference to the Trust, when applicable to one or
more Series of the Trust, shall refer to any such Series.
(j) The term "Trustees" means the person or persons who
has or have signed this Trust Instrument, so long as he or
they shall continue in office in accordance with the terms
hereof, and all other persons who may from time to time be
duly qualified and serving as Trustees in accordance with the
provisions of Article III hereof and reference herein to a
Trustee or to the Trustees shall refer to the individual
Trustees in their capacity as Trustees hereunder.
(k) The term "Trust Property" means any and all
property, real or personal, tangible or intangible, which is
owned or held by or for the account of one or more of the
Trust or any Series, or the Trustees on behalf of the Trust or
any Series.
(l) The term "1940 Act" refers to the Investment Company
Act of 1940, as amended from time to time.
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ARTICLE II
BENEFICIAL INTEREST
Section 2.01. Shares of Beneficial Interest. The beneficial
interest in the Trust shall be divided into such transferable
Shares of one or more separate and distinct Series or classes
of a Series as the Trustees shall from time to time create and
establish. The number of Shares of each Series, and class
thereof, authorized hereunder is unlimited. Each Share shall
have no par value. All Shares issued hereunder, including
without limitation, Shares issued in connection with a
dividend in Shares or a split or reverse split of Shares,
shall be fully paid and nonassessable.
Section 2.02. Issuance of Shares. The Trustees in their
discretion may, from time to time, without vote of the
Shareholders, issue Shares, in addition to the then issued and
outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of
consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the
Trustees may deem appropriate, and may in such manner acquire
other assets (including the acquisition of assets subject to,
and in connection with, the assumption of liabilities) and
businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares and Shares held in the
treasury. The Trustees from time to time may divide or
combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the
Trust. Contributions to the Trust may be accepted for, and
Shares shall be redeemed as, whole Shares and/or 1/1,000th of
a Share or integral multiples thereof.
Section 2.03. Register of Shares and Share Certificates. A
register shall be kept at the principal office of the Trust or
an office of the Trust's Transfer Agent (the "Transfer Agent")
which shall contain the names and addresses of the
Shareholders of each Series, the number of Shares of that
Series (or any class or classes thereof) held by them
respectively and a record of all transfers thereof. As to
Shares for which no certificate has been issued, such register
shall be conclusive as to who are the holders of the Shares
and who shall be entitled to receive dividends or other
distributions or otherwise to exercise or enjoy the rights of
Shareholders. No Shareholder shall be entitled to receive
payment of any dividend or other distribution, nor to have
notice given to him as herein or in the Bylaws provided, until
he has given his address to the Transfer Agent or such other
officer or agent of the Trustees as shall keep the said
register for entry thereon. The Trustees, in their
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discretion, may authorize the issuance of share certificates
and promulgate appropriate rules and regulations as to their
use. Such certificates may be issuable for any purpose
limited in the Trustees discretion. In the event that one or
more certificates are issued, whether in the name of a
shareholder or a nominee, such certificate or certificates
shall constitute evidence of ownership of Shares for all
purposes, including transfer, assignment or sale of such
Shares, subject to such limitations as the Trustees may, in
their discretion, prescribe.
Section 2.04. Transfer of Shares. Except as otherwise
provided by the Trustees, Shares shall be transferable on the
records of the Trust only by the record holder thereof or by
his agent thereunto duly authorized in writing, upon delivery
to the Trustees or the Trust's Transfer Agent of a duly
executed instrument of transfer, together with a Share
certificate, if one is outstanding, and such evidence of the
genuineness of each such execution and authorization and of
such other matters as may be required by the Trustees. Upon
such delivery the transfer shall be recorded on the register
of the Trust. Until such record is made, the Shareholder of
record shall be deemed to be the holder of such Shares for all
purposes hereunder and neither the Trustees nor the Trust, nor
any Transfer Agent or registrar nor any officer, employee or
agent of the Trust shall be affected by any notice of the
proposed transfer.
Section 2.05. Treasury Shares. Shares held in the treasury
shall, until reissued pursuant to Section 2.02 hereof, not
confer any voting rights on the Trustees, nor shall such
Shares be entitled to any dividends or other distributions
declared with respect to the Shares.
Section 2.06. Establishment of Series. The Trust created
hereby shall consist of one or more Series and separate and
distinct records shall be maintained by the Trust of each
Series and the assets associated with any such Series shall be
held and accounted for separately from the assets of the
Trust or any other Series. The Trustees shall have full power
and authority, in their sole discretion, and without obtaining
any prior authorization or vote of the Shareholders of any
Series of the Trust, to establish and designate and to change
in any manner such Series of Shares or any classes of initial
or additional Series and to fix such preferences, voting
powers, rights and privileges of such Series or classes
thereof as the Trustees may from time to time determine, to
divide and combine the Shares or any Series of classes thereof
into a greater or lesser number, to classify or reclassify any
issued Shares or any Series or classes thereof into one or
more Series or classes of Shares, and to take such other
action with respect to the Shares as the Trustees may deem
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desirable. The establishment and designation of any Series
shall be effective upon the adoption of a resolution by a
majority of the Trustees setting forth such establishment and
designation and the relative rights and preferences of the
Shares of such Series. A Series may issue any number of
Shares and need not issue shares. At any time that there are
no Shares outstanding of any particular Series previously
established and designated, the Trustees may by a majority
vote abolish that Series and the establishment and designation
thereof.
All references to Shares in this Trust Instrument shall
be deemed to be Shares of any or all Series, or classes
thereof, as the context may require. All provisions herein
relating to the Trust shall apply equally to each Series of
the Trust, and each class thereof, except as the context
otherwise requires.
Each Share of a Series of the Trust shall represent an
equal beneficial interest in the net assets of such Series.
Each holder of Shares of a Series shall be entitled to receive
his pro rata share of distributions of income and capital
gains, if any, made with respect to such Series. Upon
redemption of his Shares, such Shareholder shall be paid
solely out of the funds and property of such Series of the
Trust.
Section 2.07. Investment in the Trust. The Trustees shall
accept investments in any Series of the Trust from such
persons and on such terms as they may from time to time
authorize. At the Trustees' discretion, such investments,
subject to applicable law, may be in the form of cash or
securities in which the affected Series is authorized to
invest, valued as provided in Article IX, Section 9.03 hereof.
Investments in a Series shall be credited to each
Shareholder's account in the form of full Shares at the Net
Asset Value per Share next determined after the investment is
received; provided, however, that the Trustees may, in their
sole discretion, (a) fix the Net Asset Value per Share of the
initial capital contribution, (b) impose a sales charge upon
investments in the Trust in such manner and at such time
determined by the Trustees or (c) issue fractional Shares.
Section 2.08. Assets and Liabilities of Series. All
consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of
such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may
be, shall be held and accounted for separately from the other
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assets of the Trust and of every other Series and may be
referred to herein as "assets belonging to" that Series. The
assets belonging to a particular Series shall belong to that
Series for all purposes, and to no other Series, subject only
to the rights of creditors of that Series. In addition, any
assets, income, earnings, profits or funds, or payments and
proceeds with respect thereto, which are not readily
identifiable as belonging to any particular Series shall be
allocated by the Trustees between and among one or more of the
Series in such manner as the Trustees, in their sole
discretion, deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all
Series for all purposes, and such assets, income, earnings,
profits or funds, or payments and proceeds with respect
thereto shall be assets belonging to that Series. The assets
belonging to a particular Series shall be so recorded upon the
books of the Trust, and shall be held by the Trustees in trust
for the benefit of the holders of Shares of that Series. The
assets belonging to each particular Series shall be charged
with the liabilities of that Series and all expenses, costs,
charges, and reserves attributable to that Series. Any
general liabilities, expenses, costs, charges, or reserves of
the Trust which are not readily identifiable as belonging to a
particular Series shall be allocated and charged by the
Trustees between or among any one or more of the Series in
such manner as the Trustees, in their sole discretion, deem
fair and equitable. Each such allocation shall be conclusive
and binding upon the Shareholders of all Series for all
purposes. Without limitation of the foregoing provisions of
this Section 2.08, but subject to the right of the Trustees in
their discretion to allocate general liabilities, expenses,
costs, charges, or reserves as herein provided, the debts,
liabilities, obligations, and expenses incurred, contracted
for or otherwise existing with respect to a particular Series
shall be enforceable against the assets of that Series.
Notice of this contractual limitation on inter-Series
liabilities may, in the Trustee's sole discretion, be set
forth in the certificate of trust of the Trust (whether
originally or by amendment) as filed or to be filed in the
Office of the Secretary of State of the State of Delaware
pursuant to the Delaware Act, and upon the giving of such
notice in the certificate of trust, the statutory provisions
of Section 3802 of setting forth such notice in the
certificate of trust shall become applicable to the Trust and
each Series. Any person extending credit to, contracting with
or having any claim against any Series may look only to the
assets of that Series to satisfy or enforce any debt,
liability, obligation or expense incurred, contracted for or
otherwise existing with respect to that Series. No
Shareholder or former Shareholder of any Series shall have a
claim on or any right to any assets allocated or belonging to
any other Series.
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Section 2.09. No Preemptive Rights. Shareholders shall have
no preemptive or other right to subscribe to any additional
Shares or other securities issued by the Trust or the
Trustees, whether of the same or other Series.
Section 2.10. Personal Liability of Shareholders. Each
Shareholder of the Trust and of each Series shall not be
personally liable for the debts, liabilities, obligations and
expenses incurred by, contracted for, or otherwise existing
with respect to, the Trust or by or on behalf of any Series.
The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as
the Shareholder may at any time personally agree to pay by way
of subscription for any Shares or otherwise. Every note,
bond, contract or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or to a Series
shall include a recitation limiting the obligation represented
thereby to the Trust or to one or more Series and its or their
assets (but the omission of such a recitation shall not
operate to bind any Shareholder or Trustee of the Trust).
Section 2.11. Assent to Trust Instrument. Every
Shareholder, by virtue of having purchased a Share shall
become a Shareholder and shall be held to have expressly
assented and agreed to be bound by the terms hereof.
Section 2.12. Redemption of Shares. The Trust, pursuant to
a resolution of the Trustees and without the vote or consent
of the Shareholders of the Trust, shall have the right to
redeem at net asset value all Shares in any Shareholder
account, the value of which is less than a reasonable minimum
amount specified in that resolution. In no event shall an
involuntary redemption be exercised with respect to
Shareholder accounts that are at least as large as the Trust's
minimum initial investment amount at the time of the
redemption. The resolution of the Trustees shall set forth
that the redemption of Shares in such accounts has been
determined to be in the economic best interest of the Trust or
to be necessary to reduce disproportionately burdensome
expenses in servicing Shareholder accounts. The resolution of
the Trustees also shall provide that prior notice of at least
sixty (60) days shall be given to a Shareholder before
redemption of his or her Shares, and that the Shareholder
shall have the reasonable period of time specified in the
resolution of the Trustees to avoid the redemption by
increasing the Shareholder's account to at least the amount
specified in the resolution of the Trustees. Shareholders
shall be bound by and/or compelled to accept such a
redemption; provided, that the terms and conditions set forth
in this Trust Instrument have been fulfilled.
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ARTICLE III
THE TRUSTEES
Section 3.01. Management of the Trust. The Trustees shall
have exclusive and absolute control over the Trust Property
and over the business of the Trust to the same extent as if
the Trustees were the sole owners of the Trust Property and
business in their own right, but with such powers of
delegation as may be permitted by this Trust Instrument. The
Trustees shall have power to conduct the business of the Trust
and carry on its operations in any and all of its branches and
maintain offices both within and without the State of
Delaware, in any and all states of the United States of
America, in the District of Columbia, in any and all
commonwealths, territories, dependencies, colonies, or
possessions of the United States of America, and in any
foreign jurisdiction and to do all such other things and
execute all such instruments as they deem necessary, proper or
desirable in order to promote the interests of the Trust
although such things are not herein specifically mentioned.
Any determination as to what is in the interests of the Trust
made by the Trustees in good faith shall be conclusive. In
construing the provisions of this Trust Instrument, the
presumption shall be in favor of a grant of power to the
Trustees.
The enumeration of any specific power in this Trust
Instrument shall not be construed as limiting the aforesaid
power. The powers of the Trustees may be exercised without
order of or resort to any court.
Except for the Trustees named herein or appointed to fill
vacancies pursuant to Section 3.04 of this Article III, the
Trustees shall be elected by the Shareholders owning of record
a plurality of the Shares voting at a meeting of Shareholders.
Such a meeting shall be held on a date fixed by the Trustees.
In the event that less than a majority of the Trustees holding
office have been elected by Shareholders, the Trustees then in
office will call a Shareholders' meeting for the election of
Trustees.
Section 3.02. Initial Trustees. The initial Trustees shall
be the persons named herein. On a date fixed by the Trustees,
the Shareholders shall elect at least three (3) but not more
than fifteen (15) Trustees, as specified by the Trustees
pursuant to Section 3.06 of this Article III.
Section 3.03. Term of Office of Trustees. The Trustees
shall hold office during the lifetime of this Trust, and until
its termination as herein provided, except that: (a) any
Trustee may resign his trust by written instrument signed by
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him and delivered to the other Trustees, which shall take
effect upon such delivery or upon such later date as is
specified therein; (b) any Trustee may be removed at any time
by written instrument, signed by at least two-thirds of the
number of Trustees prior to such removal, specifying the date
when such removal shall become effective; (c) any Trustee who
requests in writing to be retired or who has died, become
physically or mentally incapacitated by reason of disease or
otherwise, or is otherwise unable to serve, may be retired by
written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) a Trustee may
be removed at any meeting of the Shareholders of the Trust by
a vote of Shareholders owning at least two-thirds of the
outstanding Shares.
Section 3.04. Vacancies and Appointment of Trustees. In
case of the declination to serve, death, resignation,
retirement, removal, physical or mental incapacity by reason
of disease or otherwise, or a Trustee is otherwise unable to
serve, or an increase in the number of Trustees, a vacancy
shall occur. Whenever a vacancy in the Board of Trustees
shall occur, until such vacancy is filled, the other Trustees
shall have all the powers hereunder and the certificate of the
other Trustees of such vacancy shall be conclusive. In the
case of an existing vacancy, the remaining Trustees shall fill
such vacancy by appointing such other person as they in their
discretion shall see fit consistent with the limitations under
the 1940 Act. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in
office or by resolution of the Trustees, duly adopted, which
shall be recorded in the minutes of a meeting of the Trustees,
whereupon the appointment shall take effect.
An appointment of a Trustee may be made by the Trustees
then in office in anticipation of a vacancy to occur by reason
of retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment
shall become effective only at or after the effective date of
said retirement, resignation or increase in number of
Trustees. As soon as any Trustee appointed pursuant to this
Section 3.04 shall have accepted this trust, the trust estate
shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance,
and he shall be deemed a Trustee hereunder. The power to
appoint a Trustee pursuant to this Section 3.04 is subject to
the provisions of Section 16(a) of the 1940 Act.
Section 3.05. Temporary Absence of Trustee. Any Trustee
may, by power of attorney, delegate his power for a period not
exceeding six (6) months at any one time to any other Trustee
or Trustees, provided that in no case shall less than two (2)
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Trustees personally exercise the other powers hereunder except
as herein otherwise expressly provided.
Section 3.06. Number of Trustees. The number of Trustees
shall be at least three (3), and thereafter shall be such
number as shall be fixed from time to time by a majority of
the Trustees, provided, however, that the number of Trustees
shall in no event be more than fifteen (15).
Section 3.07. Effect of Death, Resignation, Etc., of a
Trustee. The declination to serve, death, resignation,
retirement, removal, incapacity, or inability of the Trustees,
or any one of them, shall not operate to terminate the Trust
or to revoke any existing agency created pursuant to the terms
of this Trust Instrument.
Section 3.08. Ownership of Assets of the Trust. The assets
of the Trust and of each Series shall be held separate and
apart from any assets now or hereafter held in any capacity
other than as Trustee hereunder by the Trustees or any
successor Trustees. Legal title in all of the assets of the
Trust and the right to conduct any business shall at all times
be considered as vested in the Trustees on behalf of the
Trust, except that the Trustees may cause legal title to any
Trust Property to be held by, or in the name of, the Trust, or
in the name of any person as nominee. No Shareholder shall be
deemed to have a severable ownership in any individual asset
of the Trust or of any Series or any right of partition or
possession thereof, but each Shareholder shall have, except as
otherwise provided for herein, a proportionate undivided
beneficial interest in the Trust or Series. The Shares shall
be personal property giving only the rights specifically set
forth in this Trust Instrument.
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.01. Powers. The Trustees in all instances shall
act as principals, and are and shall be free from the control
of the Shareholders. The Trustees shall have full power and
authority to do any and all acts and to make and execute any
and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of
the Trust. The Trustees shall not in any way be bound or
limited by present or future laws or customs in regard to
trust investments, but shall have full authority and power to
make any and all investments which they, in their sole
discretion, shall deem proper to accomplish the purpose of
this Trust without recourse to any court or other authority.
Subject to any applicable limitation in this Trust Instrument
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or the Bylaws of the Trust, the Trustees shall have power and
authority:
(a) To invest and reinvest cash and other property, and
to hold cash or other property uninvested, without in any
event being bound or limited by any present or future law or
custom in regard to investments by trustees, and to sell,
exchange, lend, pledge, mortgage, hypothecate, write options
on and lease any or all the assets of the Trust;
(b) To operate as and carry on the business of an
investment company, and exercise all the powers necessary and
appropriate to the conduct of such operations;
(c) To borrow money and in this connection issue notes
or other evidence of indebtedness; to secure borrowings by
mortgaging, pledging or otherwise subjecting as security the
Trust Property; to endorse, guarantee, or undertake the
performance of an obligation or engagement of any other person
and to lend Trust Property;
(d) To provide for the distribution of interests of the
Trust either through a principal underwriter in the manner
hereinafter provided for or by the Trust itself, or both, or
otherwise pursuant to a plan of distribution of any kind;
(e) To adopt Bylaws not inconsistent with this Trust
Instrument providing for the conduct of the business of the
Trust and to amend and repeal them to the extent that they do
not reserve that right to the Shareholders; such Bylaws shall
be deemed incorporated and included in this Trust Instrument;
(f) To elect and remove such officers and appoint and
terminate such agents as they consider appropriate;
(g) To employ one or more banks, trust companies or
companies that are members of a national securities exchange
or such other entities as the Commission may permit as
custodians of any assets of the Trust subject to any
conditions set forth in this Trust Instrument or in the
Bylaws;
(h) To retain one or more Transfer Agents and
shareholder servicing agents, or both;
(i) To set record dates in the manner provided herein or
in the Bylaws;
(j) To delegate such authority as they consider
desirable to any officers of the Trust and to any investment
advisor, manager, custodian, underwriter or other agent or
independent contractor;
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(k) To sell or exchange any or all of the assets of the
Trust, subject to the provisions of Article XI, Section
11.04(b) hereof;
(l) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver powers of attorney to
such person or persons as the Trustees shall deem proper,
granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall
deem proper;
(m) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;
(n) To hold any security or property in a form not
indicating any trust, whether in bearer, book entry,
unregistered or other negotiable form; or either in the name
of the Trust or in the name of a custodian or a nominee or
nominees, subject in either case to proper safeguards
according to the usual practice of Delaware business trusts or
investment companies;
(o) To establish separate and distinct Series with
separately defined investment objectives and policies and
distinct investment purposes in accordance with the provisions
of Article II hereof and to establish classes of such Series
having relative rights, powers and duties as they may provide
consistent with applicable law;
(p) Subject to the provisions of Section 3804 of the
Delaware Act, to allocate assets, liabilities and expenses of
the Trust to a particular Series or to apportion the same
between or among two or more Series, provided that any
liabilities or expenses incurred by a particular Series shall
be payable solely out of the assets belonging to that Series
as provided for in Article II hereof;
(q) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to
consent to any contract, lease, mortgage, purchase, or sale of
property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(r) To compromise, arbitrate, or otherwise adjust claims
in favor of or against the Trust or any matter in controversy
including, but not limited to, claims for taxes;
(s) To make distributions of income and of capital gains
to Shareholders in the manner hereinafter provided;
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(t) To establish, from time to time, a minimum
investment for Shareholders in the Trust or in one or more
Series or class, and to require the redemption of the Shares
of any Shareholders whose investment is less than such minimum
upon giving notice to such Shareholder;
(u) To establish one or more committees, to delegate any
of the powers of the Trustees to said committees and to adopt
a committee charter providing for such responsibilities,
membership (including Trustees, officers or other agents of
the Trust therein) and any other characteristics of said
committees as the Trustees may deem proper. Notwithstanding
the provisions of this Article IV, and in addition to such
provisions or any other provision of this Trust Instrument or
of the Bylaws, the Trustees may by resolution appoint a
committee consisting of less than the whole number of Trustees
then in office, which committee may be empowered to act for
and bind the Trustees and the Trust, as if the acts of such
committee were the acts of all the Trustees then in office,
with respect to the institution, prosecution, dismissal,
settlement, review or investigation of any action, suit or
proceeding which shall be pending or threatened to be brought
before any court, administrative agency or other adjudicatory
body;
(v) To interpret the investment policies, practices, or
limitations of any Series;
(w) To establish a registered office and have a
registered agent in the state of Delaware; and
(x) In general to carry on any other business in
connection with or incidental to any of the foregoing powers,
to do everything necessary, suitable, or proper for the
accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either
alone or in association with others, and to do every other act
or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or
powers.
The foregoing clauses shall be construed both as objects
and power, and the foregoing enumeration of specific powers
shall not be held to limit or restrict in any manner the
general powers of the Trustees. Any action by one or more of
the Trustees in their capacity as such hereunder shall be
deemed an action on behalf of the Trust or the applicable
Series, and not an action in an individual capacity.
The Trustees shall not be limited to investing in
obligations maturing before the possible termination of the
Trust.
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No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the
Trustees, or to see to the application of any payments made or
property transferred to the Trustees or upon their order.
Section 4.02. Issuance and Repurchase of Shares. The
Trustees shall have the power to issue, sell, repurchase,
redeem, retire, cancel, acquire, hold, resell, reissue,
dispose of, and otherwise deal in Shares and, subject to the
provisions set forth in Article II and Article IX, to apply to
any such repurchase, redemption, retirement, cancellation, or
acquisition of Shares any funds or property of the Trust, or
the particular Series of the Trust, with respect to which such
Shares are issued.
Section 4.03. Trustees and Officers as Shareholders. Any
Trustee, officer, or other agent of the Trust may acquire,
own, and dispose of Shares to the same extent as if he were
not a Trustee, officer, or agent; and the Trustees may issue
and sell or cause to be issued and sold Shares to and buy such
Shares from any such person or any firm or company in which he
is interested, subject only to the general limitations herein
contained as to the sale and purchase of such Shares; and all
subject to any restrictions which may be contained in the
Bylaws.
Section 4.04. Action by the Trustees. The Trustees shall
act by majority vote at a meeting duly called or by unanimous
written consent without a meeting or by telephone meeting
provided a quorum of Trustees participate in any such
telephone meeting, unless the 1940 Act requires that a
particular action be taken only at a meeting at which the
Trustees are present in person. At any meeting of the
Trustees, a majority of the Trustees shall constitute a
quorum. Meetings of the Trustees may be called orally or in
writing by the Chairman or by any two (2) other Trustees.
Notice of the time, date and place of all meetings of the
Trustees shall be given by the party calling the meeting to
each Trustee by telephone, telefax, or telegram sent to his
home or business address at least twenty-four (24) hours in
advance of the meeting or by written notice mailed to his home
or business address at least seventy-two (72) hours in advance
of the meeting. Notice need not be given to any Trustee who
attends the meeting without objecting to the lack of notice or
who executes a written waiver of notice with respect to the
meeting. Any meeting conducted by telephone shall be deemed
to take place at the principal office of the Trust, as
determined by the Bylaws or by the Trustees. Subject to the
requirements of the 1940 Act, the Trustees by majority vote
may delegate to any one or more of their number their
authority to approve particular matters or take particular
actions on behalf of the Trust. Written consents or waivers
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of the Trustees may be executed in one or more counterparts.
Execution of a written consent or waiver and delivery thereof
to the Trust may be accomplished by telefax.
Section 4.05. Chairman of the Trustees. The Trustees shall
appoint one of their number to be Chairman of the Board of
Trustees. The Chairman shall preside at all meetings of the
Trustees, shall be responsible for the execution of policies
established by the Trustees and the administration of the
Trust, and may be (but is not required to be) the chief
executive, financial, and/or accounting officer of the Trust.
Section 4.06. Principal Transactions. Except to the extent
prohibited by applicable law, the Trustees, on behalf of the
Trust, may buy any securities from or sell any securities to,
or lend any assets of the Trust to, any Trustees or officer of
the Trust or any firm of which any such Trustee or officer is
a member acting as principal, or have any such dealings with
any investment advisor, distributor or Transfer Agent for the
Trust or with any Interested Person of such person; and the
Trust may employ any such person, or firm or company in which
such person is an Interested Person, as broker, legal counsel,
registrar, investment advisor, distributor, Transfer Agent,
dividend disbursing agent, or custodian, or in any other
capacity upon customary terms.
ARTICLE V
EXPENSES OF THE TRUST
Section 5.01. Trustee Reimbursement. Subject to the
provisions of Article II, Section 2.08 hereof, the Trustees
shall be reimbursed from the Trust estate or the assets
belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, fees and
expenses of Trustees who are not Interested Persons of the
Trust, interest expense, taxes, fees and commissions of every
kind, expenses of pricing Trust portfolio securities, expenses
of issue, repurchase and redemption of shares, including
expenses attributable to a program of periodic repurchases or
redemptions, expenses of registering and qualifying the Trust
and its Shares under Federal and State laws and regulations or
under the laws of any foreign jurisdiction, charges of third
parties, including investment advisors, managers, custodians,
Transfer Agents, portfolio accounting and/or pricing agents,
and registrars, expenses of preparing and setting up in type
prospectuses and statements of additional information and
other related Trust documents, expenses of printing and
distributing prospectuses sent to existing Shareholders,
auditing and legal expenses, reports to Shareholders, expenses
of meetings of Shareholders and proxy solicitations therefor,
insurance expenses, association membership dues and for such
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non-recurring items as may arise, including litigation to
which the Trust (or a Trustee acting as such) is a party, and
for all losses and liabilities by them incurred in
administering the Trust, and for the payment of such expenses,
disbursements, losses and liabilities the Trustees shall have
a lien on the assets belonging to the appropriate Series, on
the assets of each such Series, prior to any rights or
interests of the Shareholders thereto. This section shall not
preclude the Trust from directly paying any of the
aforementioned fees and expenses.
ARTICLE VI
INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER, AND TRANSFER AGENT
Section 6.01. Investment Advisor. The Trustees may in their
discretion, from time to time, enter into an investment
advisory or management contract or contracts with respect to
the Trust or any Series whereby the other party or parties to
such contract or contracts shall undertake to furnish the
Trustees with such management, investment advisory,
statistical and research facilities and services and such
other facilities and services, if any, and all upon such terms
and conditions, as the Trustees may in their discretion
determine; provided, however, that the initial approval and
entering into of such contract or contracts shall be subject
to a Majority Shareholder Vote. Notwithstanding any other
provision of this Trust Instrument, the Trustees may authorize
any investment advisor (subject to such general or specific
instructions as the Trustees from time to time may adopt) to
effect purchases, sales or exchanges of portfolio securities,
other investment instruments of the Trust, or other Trust
Property on behalf of the Trustees, or may authorize any
officer, agent, or Trustee to effect such purchases, sales, or
exchanges pursuant to recommendations of the investment
advisor (and all without further action by the Trustees). Any
such purchases, sales, and exchanges shall be deemed to have
been authorized by all of the Trustees.
The Trustees may authorize, subject to applicable
requirements of the 1940 Act, including those relating to
Shareholder approval, the investment advisor to employ, from
time to time, one or more sub-advisors to perform such of the
acts and services of the investment advisor, and upon such
terms and conditions, as may be agreed upon between the
investment advisor and sub-advisor. Any reference in this
Trust Instrument to the investment advisor shall be deemed to
include such sub-advisors, unless the context otherwise
requires.
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Section 6.02. Principal Underwriter. The Trustees may in
their discretion from time to time enter into an exclusive or
non-exclusive underwriting contract or contracts providing for
the sale of Shares, whereby the Trust may either agree to sell
Shares to the other party to the contract or appoint such
other party its sales agent for such Shares. In either case,
the contract shall be on such terms and conditions, if any, as
may be prescribed in the Bylaws, and such further terms and
conditions as the Trustees may in their discretion determine
not inconsistent with the provisions of this Article VI, or of
the Bylaws; and such contract may also provide for the
repurchase or sale of Shares by such other party as principal
or as agent of the Trust.
Section 6.03. Transfer Agent. The Trustees may in their
discretion from time to time enter into one or more transfer
agency and shareholder service contracts whereby the other
party or parties shall undertake to furnish the Trustees with
transfer agency and shareholder services. The contract or
contracts shall be on such terms and conditions as the
Trustees may in their discretion determine not inconsistent
with the provisions of this Trust Instrument or of the Bylaws.
Section 6.04. Parties to Contract. Any contract of the
character described in Sections 6.01, 6.02, and 6.03 of this
Article VI or any contract of the character described in
Article VIII hereof may be entered into with any corporation,
firm, partnership, trust, or association, although one or more
of the Trustees or officers of the Trust may be an officer,
director, trustee, shareholder, or member of such other party
to the contract, and no such contract shall be invalidated or
rendered void or voidable by reason of the existence of any
relationship, nor shall any person holding such relationship
be disqualified from voting on or executing the same in his
capacity as Shareholder and/or Trustee, nor shall any person
holding such relationship be liable merely by reason of such
relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract
when entered into was not inconsistent with the provisions of
this Article VI or Article VIII hereof or of the Bylaws. The
same person (including a firm, corporation, partnership, trust
or association) may be the other party to contracts entered
into pursuant to Sections 6.01, 6.02 and 6.03 of this Article
VI or pursuant to Article VIII hereof, and any individual may
be financially interested or otherwise affiliated with persons
who are parties to any or all of the contracts mentioned in
this Section 6.04.
Section 6.05. Provisions and Amendments. Any contract
entered into pursuant to Sections 6.01 or 6.02 of this Article
VI shall be consistent with and subject to the requirements of
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Section 15 of the 1940 Act or other applicable Act of Congress
hereafter enacted with respect to its continuance in effect,
its termination, and the method of authorization and approval
of such contract or renewal thereof, and no amendment to any
contract, entered into pursuant to Section 6.01 of this
Article VI shall be effective unless assented to in a manner
consistent with the requirements of said Section 15, as
modified by any applicable rule, regulation or order of the
Commission.
ARTICLE VII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 7.01. Voting Powers. The Shareholders shall have
power to vote only (i) for the election of Trustees as
provided in Article III, Sections 3.01 and 3.02 hereof, (ii)
for the removal of Trustees as provided in Article III,
Section 3.03(d) hereof, (iii) with respect to any investment
advisory or management contract as provided in Article VI,
Sections 6.01 and 6.05 hereof, and (iv) with respect to such
additional matters relating to the Trust as may be required by
law, by this Trust Instrument, or the Bylaws or any
registration of the Trust with the Commission or any State, or
as the Trustees may consider desirable.
On any matter submitted to a vote of the Shareholders,
all Shares shall be voted separately by individual Series,
except: (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual Series; and (ii)
when the Trustees have determined that the matter affects the
interests of more than one Series, then the Shareholders of
all such affected Series shall be entitled to vote thereon.
The Trustees also may determine that a matter affects only the
interests of one (1) or more classes of a Series, in which
case any such matter shall be voted on by such class or
classes. Each whole Share shall be entitled to one (1) vote
as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate
fractional vote. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by
proxy or in any manner provided for in the Bylaws. A proxy
may be given in writing. The Bylaws may provide that proxies
may also, or may instead, be given by any electronic or
telecommunications device or in any other manner.
Notwithstanding anything else herein or in the Bylaws, in the
event a proposal by anyone other than the officers or Trustees
of the Trust is submitted to a vote of the Shareholders of one
or more Series or of the Trust, or in the event of any proxy
contest or proxy solicitation or proposal in opposition to any
proposal by the officers or Trustees of the Trust, Shares may
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be voted only in person or by written proxy. Until Shares are
issued, the Trustees may exercise all rights of Shareholders
and may take any action required or permitted by law, this
Trust Instrument or any of the Bylaws of the Trust to be taken
by Shareholders.
Section 7.02. Meetings. The first Shareholders' meeting
shall be held in order to elect Trustees as specified in
Section 3.02 of Article III hereof at the principal office of
the Trust or such other place as the Trustees may designate.
Meetings may be held within or without the State of Delaware.
Special meetings of the Shareholders of any Series may be
called by the Trustees and shall be called by the Trustees
upon the written request of Shareholders owning at least one-
tenth of the Outstanding Shares entitled to vote. Whenever
ten (10) or more Shareholders meeting the qualifications set
forth in Section 16(c) of the 1940 Act, as the same may be
amended from time to time, seek the opportunity of furnishing
materials to the other Shareholders with a view to obtaining
signatures on such a request for a meeting, the Trustees shall
comply with the provisions of said Section 16(c) with respect
to providing such Shareholders access to the list of the
Shareholders of record of the Trust or the mailing of such
materials to such Shareholders of record, subject to any
rights provided to the Trust or any Trustees provided by said
Section 16(c). Notice, as determined by the Trustees, shall
be given at least fifteen (15) days prior to any such meeting.
Section 7.03. Quorum and Required Vote. One-third of Shares
entitled to vote in person or by proxy shall be a quorum for
the transaction of business at a Shareholders' meeting, except
that where any provision of law or of this Trust Instrument
permits or request that holders of any Series shall vote as a
Series (or that holders of a class shall vote as a class),
then one-third of the aggregate number of Shares of that
Series (or that class) entitled to vote shall be necessary to
constitute a quorum for the transactions of business by that
Series (or that class). Any lesser number shall be sufficient
for adjournments. Any adjourned session or sessions may be
held, within a reasonable time after the date set for the
original meeting, without the necessity of further notice.
Except when a larger vote is required by law or by any
provision of this Trust Instrument or the Bylaws, a majority
of the Shares voted in person or by proxy shall decide any
questions and a plurality shall elect a Trustee, provided that
where any provision of law or of this Trust Instrument permits
or requires that the Shareholders of any Series shall vote as
a Series (or that the holders of any class shall vote as a
class), then a majority of the Shares present in person or by
proxy of that Series or, if required by law, a Majority
Shareholder Vote of that Series (or class), voted on the
matter present in person or by proxy shall decide that matter
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insofar as that Series (or class) is concerned. Shareholders
may act by unanimous written consent. Actions taken by Series
(or class) may be consented to unanimously in writing by
Shareholders of that Series.
ARTICLE VIII
CUSTODIAN
Section 8.01. Appointment and Duties. The Trustees at all
times shall employ a bank, a company that is a member of a
national securities exchange, or a trust company, each having
capital, surplus and undivided profits of at least two million
dollars ($2,000,000) as custodian with authority as its agent,
but subject to such restrictions, limitations, and other
requirements, if any, as may be contained in the Bylaws of the
Trust:
(1) to hold the securities owned by the Trust and
deliver the same upon written order or oral
order confirmed in writing;
(2) to receive and receipt for any moneys due to
the Trust and deposit the same in its own
banking department or elsewhere as the Trustees
may direct; and
(3) to disburse such funds upon orders or vouchers;
and the Trust also may employ such custodian as its agent:
(4) to keep the books and accounts of the Trust or
of any Series or class and furnish clerical and
accounting services; and
(5) to compute, if authorized to do so by the
Trustees, the Net Asset Value of any Series, or
class thereof, in accordance with the
provisions hereof; all upon such basis of
compensation as may be agreed upon between the
Trustees and the custodian.
The Trustees also may authorize the custodian to employ
one or more sub-custodians from time to time to perform such
of the acts and services of the custodian, and upon such terms
and conditions, as may be agreed upon between the custodian
and such sub-custodian and approved by the Trustees, provided
that in every case such sub-custodian shall be a bank, a
company that is a member of a national securities exchange, or
a trust company organized under the laws of the United States
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or one of the states thereof and having capital, surplus and
undivided profits of at least two million dollars ($2,000,000)
or such other person as may be permitted by the Commission, or
otherwise in accordance with the 1940 Act.
Section 8.02. Central Certificate System. Subject to such
rules, regulations, and orders as the Commission may adopt,
the Trustees may direct the custodian to deposit all or any
part of the securities owned by the Trust in a system for the
central handling of securities established by a national
securities exchange or a national securities association
registered with the Commission under the Securities Exchange
Act of 1934, as amended, or such other person as may be
permitted by the Commission, or otherwise in accordance with
the 1940 Act, pursuant to which system all securities of any
particular class or series of any issuer deposited within the
system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of such
securities, provided that all such deposits shall be subject
to withdrawal only upon the order of the Trust or its
custodians, sub-custodians or other agents.
ARTICLE IX
DISTRIBUTIONS AND REDEMPTIONS
Section 9.01. Distributions.
(a) The Trustees from time to time may declare and pay
dividends or other distributions with respect to any Series.
The amount of such dividends or distributions and the payment
of them and whether they are in cash or any other Trust
Property shall be wholly in the discretion of the Trustees.
(b) Dividends and other distributions may be paid or
made to the Shareholders of record at the time of declaring a
dividend or other distribution or among the Shareholders of
record at such other date or time or dates or times as the
Trustees shall determine, which dividends or distributions, at
the election of the Trustees, may be paid pursuant to a
standing resolution or resolutions adopted only once or with
such frequency as the Trustees may determine. The Trustees
may adopt and offer to Shareholders such dividend reinvestment
plans, cash dividend payout plans, or related plans as the
Trustees shall deem appropriate.
(c) Anything in this Trust Instrument to the contrary
notwithstanding, the Trustees at any time may declare and
distribute a stock dividend pro rata among the Shareholders of
a particular Series, or class thereof, as of the record date
of that Series fixed as provided in paragraph (b) of this
Section 9.01.
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Section 9.02. Redemptions. In case any holder of record of
Shares of a particular Series desires to dispose of his Shares
or any portion thereof, he may deposit at the office of the
Transfer Agent or other authorized agent of that Series a
written request or such other form of request as the Trustees
from time to time may authorize, requesting that the Series
purchase the shares in accordance with this Section 9.02; and
the Shareholder so requesting shall be entitled to require the
Series to purchase, and the Series or the Principal
Underwriter of the Series shall purchase his said Shares, but
only at the Net Asset Value thereof (as described in Section
9.03 of this Article IX). The Series shall make payment for
any shares to be redeemed, as aforesaid, in cash or property
from the assets of that Series and payment for such Shares
shall be made by the Series or the Principal Underwriter of
the Series to the Shareholder of record within seven (7) days
after the date upon which the request is effective. Upon
redemption, shares shall become Treasury shares and may be re-
issued from time to time.
Section 9.03. Determination of Net Asset Value and Valuation
of Portfolio Assets. The term "Net Asset Value" of any
Series shall mean that amount by which the assets of that
Series exceed its liabilities, all as determined by or under
the direction of the Trustees. Such value shall be determined
separately for each Series and shall be determined on such
days and at such times as the Trustees may determine. Such
determination shall be made with respect to securities for
which market quotations are readily available, at the market
value of such securities; and with respect to other securities
and assets, at the fair value as determined in good faith by
the Trustees; provided, however, that the Trustees, without
Shareholder approval, may alter the method of valuing
portfolio securities insofar as permitted under the 1940 Act
and the rules, regulations, and interpretations thereof
promulgated or issued by the Commission or insofar as
permitted by any Order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and
duties under this Section 9.03 with respect to valuation of
assets and liabilities. The resulting amount, which shall
represent the total Net Asset Value of the particular Series,
shall be divided by the total number of shares of that Series
outstanding at the time and the quotient so obtained shall be
the Net Asset Value per Share of that Series. At any time the
Trustees may cause the Net Asset Value per Share last
determined to be determined again in similar manner and may
fix the time when such redetermined value shall become
effective. If, for any reason, the net income of any Series,
determined at any time, is a negative amount, the Trustees
shall have the power with respect to that Series: (i) to
offset each Shareholder's pro rata share of such negative
amount from the accrued dividend account of such Shareholder;
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or (ii) to reduce the number of Outstanding Shares of such
Series by reducing the number of Shares in the account of each
Shareholder by a pro rata portion of the number of full and
fractional Shares which represents the amount of such excess
negative net income; or (iii) to cause to be recorded on the
books of such Series an asset account in the amount of such
negative net income (provided that the same shall thereupon
become the property of such Series with respect to such Series
and shall not be paid to any Shareholder), which account may
be reduced by the amount of dividends declared thereafter upon
the Outstanding Shares of such Series on the day such negative
net income is experienced, until such asset account is reduced
to zero; or (iv) to combine the methods described in clauses
(i) and (ii) and (iii) of the sentence; or (v) to take any
other action they deem appropriate, in order to cause (or in
order to assist in causing) the Net Asset Value per Share of
such Series to remain at a constant amount per Outstanding
Share immediately after each such determination and
declaration. The Trustees also shall have the power not to
declare a dividend out of net income for the purpose of
causing the Net Asset Value per share to be increased. The
Trustees shall not be required to adopt, but at any time may
adopt, discontinue, or amend the practice of maintaining the
Net Asset Value per Share of the Series at a constant amount.
Section 9.04. Suspension of the Right of Redemption. The
Trustees may declare a suspension of the right of redemption
or postpone the date of payment as permitted under the 1940
Act. Such suspension shall take effect at such time as the
Trustees shall specify but not later than the close of
business on the business day next following the declaration of
suspension, and thereafter there shall be no right of
redemption or payment until the Trustees shall declare the
suspension at an end. In the case of a suspension of the
right of redemption, a Shareholder may either withdraw his
request for redemption or receive payment based on the Net
Asset Value per Share next determined after the termination of
the suspension. In the event that any Series are divided into
classes, the provisions of this Section 9.04, to the extent
applicable as determined in the discretion of the Trustees and
consistent with applicable law, may be equally applied to each
such class.
Section 9.05. Redemption of Shares in Order to Qualify as
Regulated Investment Company. If the Trustees, at any time
and in good faith, shall be of the opinion that direct or
indirect ownership of Shares of any Series has or may become
concentrated in any person to an extent which would disqualify
any Series as a regulated investment company under the
Internal Revenue Code, then the Trustees shall have the power
(but not the obligation) by lot or other means deemed
equitable by them (i) to call for redemption by any such
<PAGE> 24
<PAGE>
person of a number, or principal amount, of Shares sufficient
to maintain or bring the direct or indirect ownership of
Shares into conformity with the requirements for such
qualification and (ii) to refuse to transfer or issue Shares
to any person whose acquisition of the Shares in question
would result in such disqualification. The redemption shall
be effected at the redemption price and in the manner provided
in this Article IX.
The holders of Shares, upon demand, shall disclose to the
Trustees in writing such information with respect to direct
and indirect ownership of Shares as the Trustees deem
necessary to comply with the provisions of the Internal
Revenue Code, or to comply with the requirements of any other
taxing authority.
ARTICLE X
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 10.01. Limitation of Liability. A Trustee, when
acting in such capacity, shall not be personally liable to any
person other than the Trust or a beneficial owner for any act,
omission, or obligation of the Trust or any Trustee. A
Trustee shall not be liable for any act or omission of any
conduct whatsoever in his capacity as Trustee, provided that
nothing contained herein or in the Delaware Act shall protect
any Trustee against any liability to the Trust or to
Shareholders to which he otherwise would be subject by reason
of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of
the office of Trustee hereunder.
Section 10.02. Indemnification
(a) Subject to the exceptions and limitations contained
in paragraph (b) below:
(i) every person who is, or has been, a Trustee or
officer of the Trust (hereinafter referred to as a "Covered
Person") shall be indemnified by the Trust to the fullest
extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with
any claim, action, suit, or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or
having been a Trustee or officer and against amounts paid or
incurred by him in the settlement thereof; and
<PAGE> 25
<PAGE>
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits, or
proceedings (civil, criminal, or other, including appeals),
actual or threatened, while in office or thereafter, and the
words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties, and other liabilities.
(b) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been adjudicated by a court or
body before which the proceeding was brought (A) to be liable
to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of his office
or (B) not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust;
or
(ii) in the event of a settlement, unless there has
been a determination that such Trustee or officer did not
engage in willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of
his office:
(A) by the court or other body approving the
settlement;
(B) by at least a majority of those Trustees
who neither are Interested Persons of the Trust nor are
parties to the matter based upon a review of readily-available
facts (as opposed to a full trial-type inquiry); or
(C) by written opinion of independent legal
counsel based upon a review of readily-available facts (as
opposed to a full trial-type inquiry); provided, however, that
any Shareholder, by appropriate legal proceedings, may
challenge any such determination by the Trustees or by
independent counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not be exclusive of or affect any other
rights to which any Covered Person may now or hereafter be
entitled, shall continue as to a person who has ceased to be a
Covered Person and shall inure to the benefit of the heirs,
executors, and administrators of such a person. Nothing
contained herein shall affect any rights to indemnification to
which Trust personnel, other than Covered Persons, and other
persons may be entitled by contract or otherwise under law.
<PAGE> 26
<PAGE>
(d) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit, or
proceeding of the character described in paragraph (a) of this
Section 10.02 may be paid by the Trust or Series from time to
time prior to final disposition thereof upon receipt of any
undertaking by or on behalf of such Covered Person that such
amount will be paid over by him to the Trust or Series if it
ultimately is determined that he is not entitled to
indemnification under this Section 10.02; provided, however,
that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust is
insured against losses arising out of any such advance
payments, or (c) either a majority of the Trustees who are
neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion,
shall have determined, based upon a review of readily-
available facts (as opposed to a trial-type inquiry or full
investigation), that there is a reason to believe that such
Covered Person will be found entitled to indemnification under
this Section 10.02.
Section 10.03. Shareholders. In case any Shareholder or
former Shareholder of any Series shall be held to be
personally liable solely by reason of his being or having been
a Shareholder of such Series and not because of his acts or
omissions or for some other reason, the Shareholder or former
Shareholder (or his heirs, executors, administrators, or other
legal representatives, or, in the case of a corporation or
other entity, its corporate or other general successor) shall
be entitled out of the assets belonging to the applicable
Series to be held harmless from and indemnified against all
loss and expense arising from such liability. The Trust, on
behalf of the affected Series, shall assume, upon request by
the Shareholder, the defense of any claim made against the
Shareholder for any act or obligation of the Series and
satisfy any judgment thereon from the assets of the Series.
ARTICLE XI
MISCELLANEOUS
Section 11.01. Trust Not a Partnership. It is hereby
expressly declared that a trust and not a partnership is
created hereby. No Trustee hereunder shall have any power to
bind personally either the Trust's officers or any
Shareholder. All persons extending credit to, contracting
with, or having any claim against the Trust or the Trustees
shall look only to the assets of the appropriate Series or (if
the Trustees shall have yet to have established the Series)
the Trust for payment under such credit, contract, or claim;
and neither the Shareholders nor the Trustees, nor any of
<PAGE> 27
<PAGE>
their agents, whether past, present, or future, shall be
personally liable therefore. Nothing in this Trust Instrument
shall protect a Trustee against any liability to which the
Trustee otherwise would be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of the office
of Trustee hereunder.
Section 11.02. Trustee's Good Faith Action; Expert Advice;
No Bond or Surety. The exercise by the Trustees of their
powers and discretions hereunder in good faith and with
reasonable care under the circumstances then prevailing shall
be binding upon everyone interested. Subject to the
provisions of Article X hereof and to Section 11.01 of this
Article XI, the Trustees shall not be liable for errors of
judgment or mistakes of fact or law. The Trustees may take
advice of counsel or other experts with respect to the meaning
and operation of the Trust Instrument, and, subject to the
provisions of Article X hereof and Section 11.01 of this
Article XI, shall be under no liability for any act or
omission in accordance with such advice or for failing to
follow such advice. The Trustees shall not be required to
give any bond as such, nor any surety if a bond is obtained.
Section 11.03. Establishment of Record Dates. The Trustees
may close the Share transfer books of the Trust for a period
not exceeding sixty (60) days preceding the date of any
meeting of Shareholders, or the date for the payment of any
dividends or other distributions, or the date for the
allotment of rights, or the date when any change or conversion
or exchange of Shares shall go into effect; or in lieu of
closing the stock transfer books as aforesaid, the Trustees
may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date
for payment of any dividend or other distribution, or the date
for the allotment of rights, or the date when any change or
conversion or exchange of shares shall go into effect, as a
record date for the determination of the Shareholders entitled
to notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend or other distribution, or
to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion, or exchange of Shares,
and, in such case, such Shareholders and only such
Shareholders as shall be Shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at,
such meeting, or to receive payment of such dividend or other
distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any Shares on the books of the Trust after any
such date fixed as aforesaid.
Section 11.04. Termination of Trust
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<PAGE>
(a) This Trust shall continue without limitation of time
but subject to the provisions of paragraph (b) of this Section
11.04.
(b) The Trustees, subject to a Majority Shareholder Vote
of each Series affected by the matter, or, if applicable, to a
Majority Shareholder Vote of the Trust, and subject to a vote
of a majority of the Trustees, may:
(i) sell and convey all or substantially all of the
assets of the Trust or any affected Series to another trust,
partnership, association, or corporation, or to a separate
series of shares thereof, organized under the laws of any
state, which trust, partnership, association, or corporation
is an investment company as defined in the 1940 Act, or is a
series thereof, for adequate consideration which may include
the assumption of all outstanding obligations, taxes, and
other liabilities, accrued or contingent, of the Trust or any
affected Series, and which may include shares of beneficial
interest, stock, or other ownership interests of such trust,
partnership, association, or corporation or of a series
thereof; or
(ii) at any time, sell and convert into money all of
the assets of the Trust or any affected Series.
Upon making reasonable provision, in the determination of
the Trustees, for the payment of all such liabilities in
either (i) or (ii) of this Section 11.04(b), by such
assumption or otherwise, the Trustees shall distribute the
remaining proceeds or assets (as the case may be) of each
Series (or class) ratably among the holders of Shares of that
Series then outstanding.
(c) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in paragraph (b)
of this Section 11.04, the Trust or any affected Series shall
terminate and the Trustees and the Trust shall be discharged
of any and all further liabilities and duties hereunder and
the right, title, and interest of all parties with respect to
the Trust or Series shall be canceled and discharged.
Upon termination of the Trust, following completion of
winding up of the Trust's business, the Trustees shall cause a
certificate of cancellation of the Trust's certificate of
trust to be filed in accordance with the Delaware Act, which
certificate of cancellation may be signed by any one Trustee.
Section 11.05. Reorganization. Notwithstanding anything
else herein, the Trustees, in order to change the form of
organization of the Trust, may, without prior Shareholder
approval, (i) cause the Trust (or a Series of the Trust) to
<PAGE> 29
<PAGE>
merge or consolidate with or into one (1) or more trusts,
partnerships, associations, or corporations so long as the
surviving or resulting entity is an open-end management
investment company under the 1940 Act, or is a series thereof,
that will succeed to or assume the Trust's registration under
that Act and which is formed, organized, or existing under the
laws of a state, commonwealth, territory, possession, or
colony of the United States or (ii) cause the Trust to
incorporate under the laws of the State of Delaware. Any
agreement of merger or consolidation or certificate of merger
may be signed by a majority of Trustees and facsimile
signature conveyed by electronic or telecommunication means
shall be valid.
Pursuant to and in accordance with the provisions of
Section 3815(f) of the Delaware Act, and notwithstanding
anything to the contrary contained in this Trust Instrument,
an agreement of merger or consolidation approved by the
Trustees in accordance with this Section 11.05 may effect any
amendment to the Trust Instrument or effect the adoption of a
new trust instrument of the Trust if the Trust is the
surviving or resulting trust in the merger or consolidation.
Section 11.06. Filing of Copies; References; Headings. The
original or a copy of this Trust Instrument and the original
or a copy of each amendment hereof or Trust Instrument
supplemental hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. Anyone dealing
with the Trust may rely on a certificate by an officer or
Trustee of the Trust as to whether or not any such amendments
or supplements have been made and as to any matters in
connection with the Trust hereunder, and, with the same effect
as if it were the original, may rely on a copy certified by an
officer or Trustee of the Trust to be a copy of this Trust
Instrument or of any such amendment or supplemental Trust
Instrument, and references to this Trust Instrument, and all
expressions such as or similar to "herein," "hereof," and
"hereunder" shall be deemed to refer to this Trust Instrument
as amended or affected by any such supplemental Trust
Instrument. All expressions such as or similar to "his,"
"he," and "him" shall be deemed to include the feminine and
neuter, as well as masculine, genders. Headings are placed
herein for convenience of reference only and, in case of any
conflict, the text of this Trust Instrument, rather than the
headings, shall control. This Trust Instrument may be
executed in any number of counterparts each of which shall be
deemed an original.
Section 11.07. Applicable Law. The trust set forth in this
instrument is made in the State of Delaware, and the Trust and
this Trust Instrument, and the rights and obligations of the
Trustees and Shareholders hereunder, are to be governed by and
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<PAGE>
construed and administered according to the Delaware Act and
the laws of said State; provided, however, that there shall
not be applicable to the Trust, the Trustees or this Trust
Instrument (a) the provisions of Section 3540 of Title 12 of
the Delaware Code or (b) any provisions of the laws (statutory
or common) of the State of Delaware (other than the Delaware
Act) pertaining to trusts which relate to or regulate (i) the
filing with any court or governmental body or agency of
trustee accounts or schedules of trustee fees and charges,
(ii) affirmative requirements to post bonds for trustees,
officers, agents, or employees of a trust, (iii) the necessity
for obtaining court or other governmental approval concerning
the acquisition, holding, or disposition of real or personal
property, (iv) fees or other sums payable to trustees,
officers, agents, or employees of a trust, (v) the allocation
of receipts and expenditures to income and principal, (vi)
restrictions or limitations on the permissible nature, amount,
or concentration of trust investments or requirements relating
to the titling, storage, or other manner of holding of trust
assets, or (vii) the establishment of fiduciary or other
standards or responsibilities or limitations on the acts or
powers of trustees, which are inconsistent with the
limitations or liabilities or authorities and powers of the
Trustees set forth or referenced in this Trust Instrument.
The Trust shall be of the type commonly called a "business
trust," and, without limiting the provisions hereof, the Trust
may exercise all powers or privileges afforded to trusts or
actions that may be engaged in by trusts under the Delaware
Act, and the absence of a specific reference herein to any
such power, privilege, or action shall not imply that the
Trust may not exercise such power or privilege or take such
actions.
Section 11.08. Amendments. Except as specifically provided
herein, the Trustees, without Shareholder vote, may amend or
otherwise supplement this Trust Instrument by making an
amendment, a Trust Instrument supplemental hereto, or an
amended and restated trust instrument. Shareholders shall
have the right to vote (i) on any amendment which would affect
their right to vote granted in Section 7.01 of Article VII
hereof, (ii) on any amendment to this Section 11.08, (iii) on
any amendment as may be required by law or by the Trust's
registration statement filed with the Commission, and (iv) on
any amendment submitted to the Shareholders by the Trustees.
Any amendment required or permitted to be submitted to
Shareholders which, as the Trustees determine, shall affect
the Shareholders of one or more Series shall be authorized by
vote of the Shareholders of each Series affected and no vote
of Shareholders of a Series not affected shall be required.
Notwithstanding anything else herein, any amendment to Article
X hereof shall not limit the rights to indemnification or
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insurance provided therein with respect to action or omission
of Covered Persons prior to such amendment.
Section 11.09. Fiscal Year. The fiscal year of the Trust
shall end on a specified date as set forth in the Bylaws,
provided, however, that the Trustees, without Shareholder
approval, may change the fiscal year of the Trust.
Section 11.10. Provisions in Conflict With Law. The
provisions of this Trust Instrument are severable, and if the
Trustees shall determine, with the advice of counsel, that any
of such provisions is in conflict with the 1940 Act, with the
regulated investment company provisions of the Internal
Revenue Code, or with other applicable laws and regulations,
the conflicting provision shall be deemed never to have
constituted a part of this Trust Instrument; provided,
however, that such determination shall not affect any of the
remaining provisions of this Trust Instrument or render
invalid or improper any action taken or omitted prior to such
determination. If any provision of this Trust Instrument
shall be held invalid or improper, unenforceability shall
attach only to such provision in such jurisdiction and shall
not in any manner affect such provisions in any other
jurisdiction or any other provision of this Trust Instrument
in any jurisdiction.
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<PAGE>
IN WITNESS WHEREOF, the undersigned, being all of the
initial Trustees of the Trust, have executed this instrument
this 25th day of January, 1996.
/s/ Daniel L. O'Connor
Daniel L. O'Connor, as
Trustee
and not individually
/s/ Bruce C. Ellis
Bruce C. Ellis, as Trustee
and not individually
/s/ Jeffrey R. Ellis
Jeffrey R. Ellis, as
Trustee
and not individually
/s/ Rita A. Gardner
Rita A. Gardner, as Trustee
and not individually
/s/ Richard J. Garvey
Richard J. Garvey, as
Trustee
and not individually
/s/ Michael D. Lange
Michael D. Lange, as
Trustee
and not individually
/s/ Patrick F. Noonan
Patrick F. Noonan, as
Trustee
and not individually
/s/ Leo Seybold
Leo Seybold, as Trustee
and not individually
<PAGE> 33
<PAGE>
EXHIBIT 2
Bylaws
<PAGE>
FUND FOR GOVERNMENT INVESTORS
BYLAWS
<PAGE>
<PAGE>
FUND FOR GOVERNMENT INVESTORS
BYLAWS
These Bylaws of Fund For Government Investors (the
"Trust"), a Delaware business trust, are subject to the
Trust's Declaration of Trust, dated January 25, 1996, as from
time to time amended, supplemented, or restated (the "Trust
Instrument"). Capitalized terms used herein which are defined
in the Trust Instrument are used as therein defined.
ARTICLE I
PRINCIPAL OFFICE
The principal office of the Trust shall be located in
Bethesda, Maryland or such other location as the Trustees,
from time to time, may determine. The Trust may establish and
maintain such other offices and places of business as the
Trustees, from time to time, may determine.
ARTICLE II
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be
President, a Treasurer, a Secretary, and such other officers
as the Trustees from time to time may elect. The Trustees may
delegate to any officer or committee the power to appoint any
subordinate officers or agents. It shall not be necessary for
any Trustee or officer to be a holder of Shares in the Trust.
Section 2. Election of Officers. The Treasurer and
Secretary shall be chosen by the Trustees. The President
shall be chosen by and from the Trustees. Two (2) or more
offices may be held by a single person except the offices of
President and Secretary. Subject to the provisions of Section
13 hereof, the President, the Treasurer, and the Secretary
shall each hold office until their successors are chosen and
qualified and all other officers shall hold office at the
pleasure of the Trustees.
Section 3. Resignations. Any officer of the Trust may
resign, notwithstanding Section 2 hereof, by filing a written
resignation with the President, the Trustees, or the
Secretary, which resignation shall take effect on being so
filed or at such time as may be therein specified.
<PAGE>
<PAGE>
ARTICLE III
POWERS AND DUTIES OF OFFICERS AND TRUSTEES
Section 1. Management of the Trust; General. The
business and affairs of the Trust shall be managed by, or
under the direction of, the Trustees, and the Trustees shall
have all powers necessary and desirable to carry out their
responsibilities, so far as such powers are not inconsistent
with the laws of the State of Delaware, the Trust Instrument,
or with these Bylaws.
Section 2. Executive and Other Committees. The Trustees
may elect from their own number an executive committee, which
shall have any or all the powers of the Trustees while the
Trustees are not in session. The Trustees also may elect from
their own number other committees from time to time. The
number composing such committees and the powers conferred upon
the same are to be determined by vote of a majority of the
Trustees. All members of such committees shall hold such
offices at the pleasure of the Trustees. The Trustees may
abolish any such committee at any time. Any committee to
which the Trustees delegate any of their powers or duties
shall keep records of its meetings and shall report its
actions to the Trustees. The Trustees shall have power to
rescind any action of any committee, but no such rescission
shall have retroactive effect.
Section 3. Compensation. Each Trustee and each committee
member may receive such compensation for his services and
reimbursement for his expenses as may be fixed from time to
time by resolution of the Trustees.
Section 4. Chairman of the Trustees. The Trustees shall
appoint from among their number a Chairman who shall serve as
such at the pleasure of the Trustees. When present, he shall
preside at all meetings of the Shareholders and the Trustees,
and he may appoint, subject to the approval of the Trustees, a
Trustee to preside at such meetings in his absence. He shall
perform such other duties as the Trustees from time to time
may designate.
Section 5. President. The President shall be the chief
executive officer of the Trust and, subject to the direction
of the Trustees, shall have general administration of the
business and policies of the Trust. Except as the Trustees
otherwise may order, the President shall have the power to
grant, issue, execute, or sign such powers of attorney,
proxies, agreements, or other documents as may be deemed
advisable or necessary in the furtherance of the interest of
the Trust or any Series thereof. He also shall have the power
to employ attorneys, accountants, and other advisers and
agents and counsel for the Trust. The President shall perform
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<PAGE>
such duties additional to all of the foregoing as the Trustees
from time to time may designate.
Section 6. Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He
shall deliver all funds and securities of the Trust which may
come into his hands to such company as the Trustees shall
employ as Custodian in accordance with the Trust Instrument
and applicable provisions of law. He shall make annual
reports regarding the business and condition of the Trust,
which reports shall be preserved in Trust records, and he
shall furnish such other reports regarding the business and
condition of the Trust as the Trustees from time to time may
require. The Treasurer shall perform such additional duties
as the Trustees from time to time may designate.
Section 7. Secretary. The Secretary shall record in
books kept for the purpose all votes and proceedings of the
Trustees and the Shareholders at their respective meetings.
He shall have the custody of the seal of the Trust. The
Secretary shall perform such additional duties as the Trustees
from time to time may designate.
Section 8. Vice President. Any Vice President of the
Trust shall perform such duties as the Trustees or the
President from time to time may designate. At the request or
in the absence or disability of the President, the Vice
President (or, if there are two (2) or more Vice Presidents,
then the senior of the Vice Presidents present and able to
act) may perform all the duties of the President and, when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President.
Section 9. Assistant Treasurer. Any Assistant Treasurer
of the Trust shall perform such duties as the Trustees or the
Treasurer from time to time may designate, and, in the absence
of the Treasurer, the senior Assistant Treasurer, present and
able to act, may perform all the duties of the Treasurer.
Section 10. Assistant Secretary. Any Assistant Secretary
of the Trust shall perform such duties as the Trustees or the
Secretary from time to time may designate, and, in the absence
of the Secretary, the senior Assistant Secretary, present and
able to act, may perform all the duties of the Secretary.
Section 11. Subordinate Officers. The Trustees from time
to time may appoint such other officers or agents as the
Trustees may deem advisable, each of whom shall have such
title, hold office for such period, have such authority, and
perform such duties as the Trustees may determine. The
Trustees from time to time may delegate to one (1) or more
officers or committees of Trustees the power to appoint any
<PAGE> 3
<PAGE>
such subordinate officers or agents and to prescribe their
respective terms of office, authorities, and duties.
Section 12. Surety Bonds. The Trustees may require any
officer or agent of the Trust to execute a bond (including,
without limitation, any bond required by the Investment
Company Act of 1940, as amended ("the 1940 Act") and the rules
and regulations of the Securities and Exchange Commission
("Commission")) to the Trust in such sum and with such surety
or sureties as the Trustees may determine, conditioned upon
the faithful performance of such officer's or agent's duties
to the Trust including responsibility for negligence and for
the accounting of any of the Trust's property, funds, or
securities that may come into such officer's or agent's hands.
Section 13. Removal. Any officer of the Trust may be
removed from office whenever in the judgment of the Trustees
the best interest of the Trust will be served thereby, by the
vote of a majority of the Trustees given at any regular
meeting or any special meeting of the Trustees. In addition,
any officer or agent appointed in accordance with the
provisions of Section 11 hereof may be removed, either with or
without cause, by any officer upon whom such power of removal
shall have been conferred by the Trustees.
Section 14. Remuneration. The salaries or other
compensation, if any, of the officers of the Trust shall be
fixed from time to time by resolution of the Trustees.
ARTICLE IV
SHAREHOLDERS' MEETING
Section 1. Special Meetings. A special meeting of the
Shareholders shall be called by the Secretary whenever (i)
ordered by the Trustees or (ii) requested in writing by the
holder or holders of at least ten percent (10%) of the
Outstanding Shares entitled to vote. If the Secretary, when
so ordered or requested, refuses or neglects for more than
thirty (30) days to call such special meeting, the Trustees or
the Shareholders so requesting, in the name of the Secretary,
may call the meeting by giving notice thereof in the manner
required when notice is given by the Secretary. If the
meeting is a meeting of the Shareholders of one (1) or more
Series or classes of Shares, but not a meeting of all
Shareholders of the Trust, then only special meetings of the
Shareholders of such one (1) or more Series or classes shall
be called and only the Shareholders of such one (1) or more
Series or classes shall be entitled to notice of and to vote
at such meeting.
<PAGE> 4
<PAGE>
Section 2. Notices. Except as above provided, notices of
any meeting of the Shareholders shall be given by the
Secretary by delivering or mailing, postage prepaid, to each
Shareholder entitled to vote at said meeting, written or
printed notification of such meeting at least fifteen (15)
days before the meeting, to such address as may be registered
with the Trust by the Shareholder. Notice of any Shareholder
meeting need not be given to any Shareholder if a written
waiver of notice, executed before or after such meeting, is
filed with the record of such meeting, or to any Shareholder
who shall attend such meeting in person or by proxy. Notice
of adjournment of a Shareholders' meeting to another time or
place need not be given, if such time and place are announced
at the meeting and reasonable notice is given to persons
present at the meeting and the adjourned meeting is held
within a reasonable time after the date set for the original
meeting.
Section 3. Voting-Proxies. Subject to the provisions of
the Trust Instrument, Shareholders entitled to vote may vote
either in person or by proxy, provided that either (i) an
instrument authorizing such proxy to act is executed by the
Shareholder in writing and dated not more than eleven (11)
months before the meeting, unless this instrument specifically
provides for a longer period or (ii) the Trustees adopt by
resolution an electronic, telephonic, computerized, or other
alternative to execution of a written instrument authorizing
the proxy to act, which authorization is received no more than
eleven (11) months before the meeting. Proxies shall be
delivered to the Secretary of the Trust or other persons
responsible for recording the proceedings before being voted.
A proxy with respect to Shares held in the name of two (2) or
more persons shall be valid if executed by one (1) of them
unless at or prior to exercise of such proxy the Trust
receives specific written notice to the contrary from any one
(1) of them. Unless otherwise specifically limited by their
terms, proxies shall entitle the holder thereof to vote at any
adjournment of a meeting. A proxy purporting to be exercised
by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of
providing invalidity shall rest on the challenger. At all
meetings of the Shareholders, unless the voting is conducted
by inspectors, all questions relating to the qualifications of
voters, the validity of proxies, and the acceptance or
rejection of votes shall be decided by the Chairman of the
meeting. Except as otherwise provided herein or in the Trust
Instrument, as these By-laws or such Trust Instrument may be
amended or supplemented from time to time, all matters
relating to the giving, voting, or validity of proxies shall
be governed by the General Corporation Law of the State of
Delaware relating to proxies, and judicial interpretations
<PAGE> 5
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thereunder, as if the Trust were a Delaware corporation and
the Shareholders were shareholders of a Delaware corporation.
Section 4. Place of Meeting. All special meetings of the
Shareholders shall be held at the principal place of business
of the Trust or at such other place in the United States as
the Trustees may designate.
Section 5. Action Without a Meeting. Any action to be
taken by Shareholders may be taken without a meeting if all
Shareholders entitled to vote on the matter consent to the
action in writing and the written consents are filed with the
records of meetings of Shareholders of the Trust. Such
consent shall be treated for all purposes as a vote at a
meeting of the Trustees held at the principal place of
business of the Trust.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Special Meetings. Special meetings of the
Trustees may be called orally or in writing by the Chairman of
the Board of Trustees or any two (2) other Trustees.
Section 2. Regular Meetings. Regular meetings of the
Trustees may be held at such places and at such times as the
Trustees from time to time may determine; each Trustee present
at such determination shall be deemed a party calling the
meeting and no call or notice will be required to such Trustee
provided that any Trustee who is absent when such
determination is made shall be given notice of the
determination by the Chairman or any two (2) other Trustees,
as provided for in Section 4.04 of the Trust Instrument.
Section 3. Quorum. A majority of the Trustees shall
constitute a quorum for the transaction of business and an
action of a majority of the quorum shall constitute action of
the Trustees.
Section 4. Notice. Except as otherwise provided, notice
of any special meeting of the Trustees shall be given by the
party calling the meeting to each Trustee, as provided for in
Section 4.04 of the Trust Instrument. A written notice may be
mailed, postage prepaid, addressed to him at his address as
registered on the books of the Trust or, if not so registered,
at his last known address.
Section 5. Place of Meeting. All special meetings of the
Trustees shall be held at the principal place of business of
the Trust or such other place as the Trustees may designate.
Any meeting may adjourn to any place.
<PAGE> 6
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Section 6. Special Action. When all the Trustees shall
be present at any meeting, however called or wherever held, or
shall assent to the holding of the meeting without notice, or
shall sign a written assent thereto filed with the record of
such meeting, the acts of such meeting shall be valid as if
such meeting had been regularly held.
Section 7. Action By Consent. Any action by the Trustees
may be taken without a meeting if a written consent thereto is
signed by all the Trustees and filed with the records of the
Trustees' meeting. Such consent shall be treated, for all
purposes, as a vote at a meeting of the Trustees held at the
principal place of business of the Trustees.
Section 8. Participation in Meetings By Conference
Telephone. Subject to the requirements of the 1940 Act,
Trustees may participate in a meeting of Trustees by
conference telephone or similar communications equipment by
means of which all persons participating in the meeting can
hear each other, and such participation shall constitute
presence in person at such meeting. Any meeting conducted by
telephone shall be deemed to take place at and from the
principal office of the Trust.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial interest
in the Trust at all times shall be divided into such
transferable Shares of one (1) or more separate and distinct
Series, or classes thereof, as the Trustees from time to time
shall create and establish. The number of Shares is
unlimited, and each Share of each Series or class thereof
shall be without par value and shall represent an equal
proportionate interest with each other Share in the Series,
none having priority or preference over another, except to the
extent that such priorities or preferences are established
with respect to one (1) or more classes of shares consistent
with applicable law and any rule or order of the Commission.
Section 2. Transfer of Shares. The Shares of the Trust
shall be transferable, so as to affect the rights of the
Trust, only by transfer recorded on the books of the Trust, in
person or by attorney.
Section 3. Equitable Interest Not Recognized. The Trust
shall be entitled to treat the holder of record of any Share
or Shares of beneficial interest as the holder in fact
thereof, and shall not be bound to recognize any equitable or
other claim or interest in such Share or Shares on the part of
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any other person except as otherwise may be expressly provided
by law.
Section 4. Share Certificate. If and when the Trustees,
in their discretion, so authorize, each Shareholder shall be
entitled to a certificate or certificates which shall certify
the number of Shares owned by him in the respective Series.
Each certificate shall be signed by the President or a Vice
President and counter-signed by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer and shall
be sealed with the Trust Seal. The signatures may be either
manual or facsimile signatures and the seal may be either
facsimile or any other form. If certificates are not
requested by the Shareholder, his Shares will be held on
deposit by the Trust. In case any officer who has signed or
whose facsimile signature has been placed on such certificate
shall have ceased to be such officer before such certificate
is issued, such certificate may be issued by the Trust with
the same effect as if he or she were such officer at the time
of the certificate's issue.
In lieu of issuing certificates for Shares, the Trustees
or the transfer or shareholder services agent either may issue
receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such Shares, who in either
case shall be deemed, for all purposes hereunder, to be
holders of certificates for such Shares as if they had
accepted such certificates and shall be held to have expressly
assented and agreed to the terms hereof.
Section 5. Loss of Certificate. In the case of the
alleged loss or destruction or the mutilation of a Share
certificate, a duplicate certificate may be issued in place
thereof, upon such terms as the Trustees may prescribe.
Section 6. Discontinuance of Issuance of Certificates.
The Trustees at any time may discontinue the issuance of Share
certificates and may require, by written notice to each
Shareholder, the surrender of Share certificates to the Trust
for cancellation. Such surrender and cancellation shall not
affect the ownership of Shares in the Trust.
ARTICLE VII
OWNERSHIP OF ASSETS OF THE TRUST
The Trustees, acting for and on behalf of the Trust,
shall be deemed to hold legal and beneficial ownership of any
income earned on securities held by the Trust issued by any
business entity formed, organized or existing under the laws
of any jurisdiction other than a state, commonwealth,
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possession, territory, or colony of the United States or the
laws of the United States.
ARTICLE VIII
INSPECTION OF BOOKS
The Trustees from time to time shall determine whether
and to what extent, and at what times and places, and under
what conditions and regulations, the accounts and books of the
Trust or any of them shall be open to the inspection of the
Shareholders; and no Shareholder shall have any right to
inspect any account or book or document of the Trust except as
conferred by law or otherwise by the Trustees or by resolution
of the Shareholders.
ARTICLE IX
INSURANCE OF OFFICERS, TRUSTEES, AND EMPLOYEES
The Trust may purchase and maintain insurance on behalf
of any Covered Person or employee of the Trust, including any
Covered Person or employee of the Trust who is or was serving
at the request of the Trust as a Trustee, officer, or employee
of a corporation, partnership, association, joint venture,
trust, or other enterprise, against any liability asserted
against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Trustees
would have the power to indemnify him against such liability.
The Trust may not acquire or obtain a contract for
insurance that protects or purports to protect any Trustee or
officer of the Trust against any liability to the Trust or its
Shareholders to which he otherwise would be subject by reason
of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of
his office.
ARTICLE X
SEAL
The seal of the Trust shall be circular in form bearing
the inscription:
"FUND FOR GOVERNMENT INVESTORS
THE STATE OF DELAWARE"
The form of the seal shall be subject to alteration by
the Trustees and the seal may be used by causing the seal or a
facsimile to be impressed or affixed or printed or otherwise
reproduced.
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Any officer or Trustee of the Trust shall have authority
to affix the seal of the Trust to any document, instrument, or
other paper executed and delivered by or on behalf of the
Trust; however, unless otherwise required by the Trustees, the
seal shall not be necessary to be placed on, and the seal's
absence shall not impair the validity of, any document,
instrument, or other paper executed by or on behalf of the
Trust.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Trust shall end on such date as
the Trustees from time to time shall determine.
ARTICLE XII
AMENDMENTS
These Bylaws may be amended at any meeting of the
Trustees of the Trust by a majority vote.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees at least semi-annually shall submit to the
Shareholders a written financial report of the Trust including
financial statements which shall be certified at least
annually by independent public accountants.
ARTICLE XIV
HEADINGS
Headings are placed in these Bylaws for convenience of
reference only and, in case of any conflict, the text of these
Bylaws rather than the headings shall control.
<PAGE> 10
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EXHIBIT 5
Management Contract
<PAGE>
<PAGE>
MANAGEMENT CONTRACT
Between
FUND FOR GOVERNMENT INVESTORS
And
MONEY MANAGEMENT ASSOCIATES
AGREEMENT dated as of the 25th day of January, 1996 by
and between Fund For Government Investors (herein sometimes
called the "Fund") and Money Management Associates (herein
sometimes called the "Manager").
WITNESSETH:
THAT, in consideration of the mutual covenants
hereinafter contained, it is agreed as follows:
1. THE FUND hereby employs the Manager to manage the
investment and reinvestment of the assets of the Fund and to
administer the affairs of the Fund, subject to the control of
the Officers and Board of Trustees of the Fund, for the period
and on the terms set forth in this Agreement. The Manager
hereby accepts such employment and agrees during such period
to render the services and to assume the obligations herein
set forth, for the compensation herein provided.
2. THE MANAGER assumes and shall pay or reimburse the
Fund for: (1) all expenses in connection with the management
of the investment and reinvestment of the assets of the Fund,
except that the Fund assumes and shall pay all brokers'
commissions and issue and transfer taxes chargeable to the
Fund in connection with securities transactions to which the
Fund is a party; (2) the compensation (if any) of those
trustees and officers of the Fund who are also partners of the
Manager; and (3) all expenses not hereinafter specifically
assumed by the Fund where such expenses are incurred by the
Manager or by the Fund in connection with the administration
of the affairs of the Fund.
<PAGE>
<PAGE>
3. THE FUND assumes and shall pay or reimburse the
Manager for the Fund s taxes, corporate fees, interest
expenses (if any) and its allocable share of all charges,
costs and expenses incurred in connection with: (1)
maintaining its offices, determining from time to time the net
assets of the Fund, maintaining its books and records, and
preparing, reproducing and filing its tax returns and reports
to governmental agencies; (2) auditing its financial
statements; (3) the payment and disbursement of dividends and
distributions by the Fund, and in the custody of the cash,
securities and other assets of the Fund; (4) stockholders' and
trustees' meetings, and preparation, printing and distribution
of all reports and proxy materials; (5) legal services
rendered to the Fund; (6) retaining and compensating those
trustees, officers and employees of the Fund who are not
partners of the Manager; (7) maintaining appropriate insurance
coverage for the Fund and its trustees and officers; and (8)
its membership in trade associations.
4. At the request of the Fund, the Manager shall make
available to the Fund all necessary office facilities,
equipment, and personnel that the Fund may require. Such
office facilities, equipment, personnel, and service, the
charges and expenses for which are to be paid by the Fund
under the provisions of this Section 2, may be provided for or
rendered to the Fund by the Manager and billed to the Fund at
the Manager s cost.
5. In connection with the management of the investment
and reinvestment of the assets of the Fund, the Manager is
authorized to buy and sell marketable debt obligations of the
United States Government, its agencies and instrumentalities,
and money market obligations secured by such obligations for
the Fund and is directed to use its best efforts to obtain the
best available price and most favorable execution with respect
to all such transactions for the Fund.
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6. As compensation for the services to be rendered and
the charges and expenses to be assumed and paid by the Manager
as provided in Section 2, the Fund shall pay the Manager an
annual fee of 0.50% of the first $500 million of net assets,
0.45% of the next $250 million of net assets, 0.40% of the
next $250 million of net assets, and 0.35% of the net assets
over $1 billion.
7. If in any fiscal year the aggregate expenses of the
Fund, exclusive of taxes, brokerage, interest, and
extraordinary legal expenses, but including the management
fee, exceed 1% of the average market value of the net assets
for that fiscal year of the Fund, the Adviser will refund to
the Fund, or bear, the excess expenses over 1%. These expense
reimbursements, if any, will be estimated, reconciled and paid
on a monthly basis.
8. In the event of termination of this contract, the fee
shall be computed on the basis of the period ending on the
last business day on which this contract is in effect subject
to a pro rata adjustment based on the number of days elapsed
in the current fiscal quarter as a percentage of the total
number of days in such quarter.
9. Subject to and in accordance with the Fund s
Declaration of Trust and of the Partnership Agreement of the
Manager, trustees, officers, agents, and stockholders of the
Fund are or may be interested in the Manager (or any successor
thereof); partners of the Manager are or may be interested in
the Fund as trustees, officers, stockholders or otherwise; the
Manager (or any successor) is or may be interested in the Fund
as a stockholder or otherwise. The effect of any such
interrelationships shall be governed by said Trust Charter and
provisions of the Investment Company Act of 1940.
10. This contract shall continue in effect until the
first meeting of the account owners of the Fund and if
approved therein until January 24, 1998, and thereafter only
so long as such continuance is approved at least annually by
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votes of the Fund s Board of Trustees, including the votes of
a majority of the trustees who are not parties to such
contract or interested persons of any such party, in person at
a meeting called for the purpose of voting such approval. In
addition the question of continuance of the contract may be
presented to stockholders of the Fund; in such event, such
continuance shall be effected only if approved by the
affirmative vote of a majority of the outstanding voting
securities of the Fund voting as a simple class. Provided,
however, that (1) this contract may at any time be terminated
without payment of any penalty either by vote of the Board of
Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Fund, on sixty days
written notice to the Manager, (2) this contract shall
automatically terminate in the event of its assignment (within
the meaning of the Investment Company Act of 1940), and (3)
this contract may be terminated by the Manager on sixty days
written notice to the Fund. Any notice under this contract
shall be given in writing, addressed and delivered, or mailed
post paid, to the other party at any office of such party.
11. As used in Section 10, the terms "interested
persons" and "vote of a majority of the outstanding
securities" shall have the respective meaning set forth in
Section 2(a) (19) and Section 2(a) (42) of the Investment
Company Act of 1940.
12. The services of the Manager to the Fund hereunder
are not to be deemed exclusive, and the Manager shall be free
to render similar services to others so long as its services
hereunder are not impaired thereby. The Manager shall for all
purposes herein be deemed to be an independent contractor and
shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Fund in any way or
otherwise be deemed an agent of the Fund.
13. The Manager will notify the Fund of any change in
the membership of such partnership within a reasonable time
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after such change, pursuant to Section 205 of the Investment
Advisers Act of 1940.
14. No provisions of this contract shall be deemed to
protect the Manager against any liability to the Fund or its
stockholders to which it might otherwise be subject by reason
of any willful misfeasance, bad faith or gross negligence in
the performance of its duties or the reckless disregard of its
obligations under this contract. Nor shall any provisions
hereof be deemed to protect any trustee or officer of the Fund
against any such liability to which he might otherwise be
subject by reason of any willful misfeasance, bad faith or
gross negligence in the performance of his duties or the
reckless disregard of his obligations. If any provision of
this contract shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
contract shall not be affected thereby.
IN WITNESS WHEREOF the parties hereto have caused this
contract to be executed on the day and year first above
written.
WITNESS FUND FOR GOVERNMENT INVESTORS
/s/Kimberly French /s/Stephenie E. Adams
Stephenie E. Adams
Secretary
MONEY MANAGEMENT ASSOCIATES
/s/Richard Garvey /s/Daniel L. O'Connor
Daniel L. O'Connor
General Partner
<PAGE> 5
<PAGE>
Exhibit 8
Administrative Services Agreement
<PAGE>
<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT
Between
FUND FOR GOVERNMENT INVESTORS
And
RUSHMORE TRUST AND SAVINGS, FSB
This Administrative Services Agreement (the "Agreement")
is entered into this 1st day of March, 1996 by and between
Fund for Government Investors (the "Fund") and Rushmore Trust
and Savings, FSB ("RTS").
RECITALS
I. WHEREAS RTS and its personnel have expertise and
experience in providing custodian, transfer agent, shareholder
accounting and other administrative services to registered
investment management companies, and
II. WHEREAS the parties wish to set forth herein the
manner and terms upon which services will be provided.
NOW THEREFORE, the parties hereto agree as follows:
EMPLOYMENT OF RTS
1. The Fund hereby employs RTS to perform the services as set
forth in Schedule I to this Agreement.
2. As compensation for the services to be rendered, the Fund
shall pay RTS an annual fee based on 25 basis points (0.25 of
1%) of the average daily net asset value of the Fund.
2.1 The fee will be accrued by the Fund daily and paid
monthly to RTS. In the event of termination of this
Agreement, the fee shall be computed on the basis of the
<PAGE>
<PAGE>
period ending on the last business day on which this Agreement
is in effect subject to a pro rata adjustment based on the
number of days elapsed in the current month as a percentage of
the total number of days in such month.
2.2 In addition to the fees described above, RTS may
impose a charge of $5 per month on any account whose average
daily balance for the month falls below $500 due to
redemptions. The fee will continue to be imposed during the
months when the account balance remains below $500. The fee
will be imposed on the last business day of the month. This
fee will not be imposed on tax-sheltered retirement plans or
accounts established under the Uniform Gifts or Transfers to
Minors Act.
3. Subject to and in accordance with the governing
instruments of the Fund and of RTS, respectively, trustees,
officers, agents, and stockholders of the Fund are or may be
interested in RTS (or any successor thereof) as shareholders
or otherwise; and the effect of any such inter-relationships
shall be governed by said governing instruments and the
applicable provisions of the Investment Company Act of 1940.
4. This Agreement shall continue in effect so long as such
continuance is approved at least annually by a vote of a
majority of the Fund's Board of Trustees, including the votes
of a majority of the trustees who are not parties to such
Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting such
approval. Provided, however, that (a) this Agreement may be
terminated without penalty by vote of the Board of Trustees of
the Fund on sixty days prior written notice to RTS, (b) this
Agreement shall automatically terminate in the event of its
assignment (within the meaning of the Investment Company Act
of 1940), and (c) this Agreement may be terminated by RTS on
<PAGE> 3
<PAGE>
sixty days prior written notice to the Fund. Any notice under
this Agreement shall be given in writing, addressed and
delivered, or mailed postpaid, to the other party at any
office of such party. As used in this Agreement, the terms
"interested persons" and "vote of a majority of the
outstanding securities" shall have the respective meanings set
forth in Section 2(a) (19) and Section 2(a) (42) of the
Investment Company Act of 1940.
5. The services of RTS to the Fund hereunder are not to be
deemed exclusive, and RTS shall be free to render similar
services to others so long as its services hereunder are not
impaired thereby. RTS shall for purposes herein be deemed to
be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for
or represent the Fund in any way or otherwise by deemed an
agent of the Fund.
6. No provisions of this Agreement shall be deemed to protect
RTS against any liability to the Fund or its shareholders to
which it otherwise would be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance
of its duties or the reckless disregard of its obligations
under this Agreement. Nor shall any provisions hereof be
deemed to protect any trustee or officer of the Fund against
any such liability to which he might otherwise be subject by
reasons of any willful misfeasance, bad faith, or gross
negligence in the performance of his duties or the reckless
disregard of his obligations. If any provision of this
Agreement shall be held or made invalid by a court decision,
statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby.
7. Upon delivery of services by RTS to the Fund, RTS shall
prepare and submit to the Fund an invoice for the amounts to
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be paid by the Fund under this Agreement. The invoice shall
contain a description of the services rendered. The
calculation of the amount of the invoice shall be in
accordance with the fee schedule as set forth in Section 2
which has been reviewed as to the reasonableness of the
amounts by the trustees of the Fund who are not "interested
persons" of the Fund. Unless agreed otherwise, within thirty
(30) days of receipt of such invoice, the Fund shall pay to
RTS all amounts indicated as due and payable notwithstanding
the provisions of Section 8 of this Agreement.
8. If the Fund or its designees shall determine any
discrepancy in the invoice, the Fund shall give RTS written
notice of such discrepancy and the amount thereof. Within ten
(10) days after receipt of such notice, RTS shall either pay
the Fund the amount of the discrepancy or inform the Fund in
writing that RTS disputes the existence or amount of the
discrepancy. If RTS disputes the existence or amount of the
discrepancy, the parties agree that for a period of thirty
(30) days they shall use their best efforts to resolve such
dispute on a mutually satisfactory basis.
9. Any dispute or disagreement arising between RTS and the
Fund in conjunction with any provision of this Agreement, or
the compliance or non-compliance therewith, or the validity or
enforceability thereof which is not settled within thirty (30)
days (or such other period as may be mutually agreed upon)
from the date that either party informs the other in writing
that such dispute or disagreement exists, shall be settled by
arbitration in accordance with rules set by a three member
panel, one member each selected by RTS and the Fund and the
third being an attorney selected by mutual agreement of RTS
and the Fund, the aforesaid with all charges submitted by said
attorney to be shared equally by RTS and the Fund. The member
representing the Fund shall be selected by a majority of the
<PAGE> 5
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trustees of the Fund who are not "interested persons" of the
Fund. A decision shall be rendered by the panel within thirty
(30) days of a meeting held in such place or places as may be
agreed by the panel, and RTS and the Fund shall comply with
such decision. The decision of the panel shall be final and
not subject to judicial review, and judgment may be entered
thereon in accordance with applicable law in any court having
jurisdiction thereof.
10. Absent willful misfeasance, bad faith, gross negligence,
or reckless disregard of duties, RTS shall not be liable to
the Fund for any special, incidental, or consequential damages
for losses arising out of or relating to the performance of
its obligations under this Agreement, whether or not such
damages or losses were caused by the acts or omissions of RTS
or its employees. RTS is fully responsible for the accurate
transmission to the Fund of information provided to RTS by
third parties but is not responsible for the accuracy of the
information so provided.
11. All documents and files which may be or have been
furnished by RTS to the Fund and which may be produced or
prepared by RTS in connection with this Agreement shall be and
remain the exclusive property of the Fund.
12. RTS will preserve for the period required in Rule 31a-2
of the General Rules and Regulations under the Investment
Company Act of 1940, such records maintained by RTS as are
required to be maintained by Rule 31a-1 of such rules.
13. At the option of a majority of the trustees of the Fund
who are not "interested persons" of the Fund, the books and
records of RTS, insofar as such books and records pertain to
the services provided, shall be available for inspection by
<PAGE> 6
<PAGE>
the Fund and its agent at the offices of RTS during regular
business hours, upon prior written notice to RTS by the Fund.
14. Neither RTS nor the Fund shall be considered to be in
default in the performance of their respective obligations
hereunder to the extent that the performance of any such
obligation or obligations is prevented or delayed by an act of
God or any cause beyond the control of RTS or the Fund, as the
case may be. In the event of equipment breakdown beyond its
control, RTS shall take reasonable steps to minimize service
interruptions.
15. The services as provided by RTS in accordance with this
Agreement shall not be deemed accepted until the Fund has
verified the content and accuracy of those services provided
by RTS. The Fund shall notify RTS in writing within ten (10)
days of the Fund s receipt of services of its acceptance or
rejection of such services. If such notification is not
received within ten (10) days of the Fund's receipt of
services, the services will be deemed to have been accepted.
16. In the event that RTS fails to meet the performance
schedules (if any) contained herein and such failure is not
caused by the Fund, RTS shall take such steps as may be
necessary to improve the schedule(s) in such form as is
required to meet such performance or delivery schedules (if
any) described herein.
17. RTS and the Fund may amend, modify, or supplement this
Agreement only by a written instrument executed by both RTS
and the Fund. If any such amendment, modification, or
supplement causes an increase or decrease in the price of, or
time required for, the performance of this Agreement, an
equitable adjustment shall be made, and this adjustment shall
<PAGE> 7
<PAGE>
be mutually agreed upon by RTS and the Fund and the Agreement
modified accordingly.
18. All notices, demand, and other communications required or
permitted to be given hereunder shall be made in writing and
shall be deemed to be duly given if personally delivered or if
deposited in the United States mail (registered or certified),
with postage prepaid, and addressed to the appropriate party
at the address set forth below, or at such other address as
the parties may designate in writing delivered in accordance
with the provisions of this Section 18.
If to RTS:
Rushmore Trust and Savings, FSB
4922 Fairmont Avenue
Bethesda, Maryland 20814
If to the Fund:
Fund for Government Investors
4922 Fairmont Avenue
Bethesda, Maryland 20814
19. This Agreement is intended by the parties as a full
expression of their agreement with respect to the subject
matter hereof and a complete and exclusive statement of the
terms thereof. No course of prior dealings between the
parties and no usage of trade shall be relevant or admissible
to supplement, explain, or vary any of the terms of this
Agreement. Acceptance of, or acquiescence in, a course of
performance rendered under this Agreement shall not be
relevant or admissible to vary the terms and meaning of this
Agreement, even though the accepting or acquiescing party has
<PAGE> 8
<PAGE>
knowledge of the nature of the performance and the opportunity
to make objection. No representations, undertakings, or
agreements have been made or relied upon in the making of this
Agreement other than those specifically set forth herein.
20. This Agreement shall be governed by and construed in
accordance with the laws of the State of Maryland and shall be
binding upon and shall inure to the benefit of the parties
hereto.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
/s/Daniel L. O'Connor /s/Timothy N. Coakley
Daniel L. O'Connor Timothy N. Coakley
Chairman Chief Financial Officer
Fund for Government Investors Rushmore Trust and Savings,
FSB
<PAGE> 9
<PAGE>
SCHEDULE I
DESCRIPTION OF SERVICES PROVIDED BY RTS TO THE FUND
Custodian Services
Services Included:
- Safekeeping of securities
- Delivery of securities sold
- Receipt of securities purchased
- Retain Fund cash in separate account(s)
Shareholder Servicing and Transfer Agent Services
Services Included:
- Maintenance of individual shareholder accounts
- Posting of all transactions
- Preparation of periodic shareholder statements
- Preparation of transaction confirmations
- Income distributions
- Respond to inquiries from shareholders
- Process account changes such as name or address
Administrative Services
Services Included:
- General ledger accounting
- Portfolio accounting
- Daily share pricing
- Maintenance of records per SEC regulations
- SEC registration fees
- State "Blue Sky" fees
- Trustees fees and expenses
- Insurance
- Legal fees
- Prospectus preparation
- Tax return preparation
- Shareholder report preparation
- Printing
- Postage
- Printing of statement stock and envelopes
<PAGE> 10
<PAGE>
EXHIBIT 11
Consent of Deloitte & Touche LLP
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
Fund for Government Investors
We consent to the incorporation by reference in this Post-
Effective Amendment No. 31 to Registration Statement No. 2-
52552 and 811-2539 of our report dated January 30, 1996
appearing in the Annual Report of Fund for Government
Investors, Inc. for the ended December 31, 1995, and to the
reference to us under the caption "Financial Highlights"
appearing in the Prospectus, which is also a part of such
Registration Statement.
/s/ Deloitte & Touche LLP
Washington, D.C.
May 30, 1996
<PAGE>
<PAGE>
EXHIBIT 16
Schedule for Computation of Performance Quotations
<PAGE>
<PAGE>
Fund for Government Investors
Exhibit 16
Computation of Yield Quotation
Item 22, Part B
<TABLE>
<CAPTION>
Net Investment Shares Daily Yield
Income Outstanding (income divided
<C> <C> by shares
multiplied by
365)
<C>
December 25, 1995 $ 71,688.62 557,660,129.44 4.69%
December 26, 1995 $ 71,258.06 556,288,694.14 4.68%
December 27, 1995 $ 71,235.30 558,484,354.21 4.66%
December 28, 1995 $ 72,775.12 569,722,908.13 4.66%
December 29, 1995 $ 71,856.79 570,573,619.72 4.60%
December 30, 1995 $ 71,856.79 570,573,619.72 4.60%
December 31, 1995 $ 71,856.79 570,573,619.72 4.60%
Average 7-Day Yield 4.64%
Annual Effective Yield 4.75%
</TABLE>
<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000039436
<NAME> FUND FOR GOVERNMENT INVESTORS
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 568,383,559
<INVESTMENTS-AT-VALUE> 568,383,559
<RECEIVABLES> 4,435,404
<ASSETS-OTHER> 5,381,532
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 578,200,495
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,006,064
<TOTAL-LIABILITIES> 1,006,064
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 577,194,431
<SHARES-COMMON-STOCK> 577,194,431
<SHARES-COMMON-PRIOR> 524,153,554
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 577,194,431
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 31,976,884
<OTHER-INCOME> 0
<EXPENSES-NET> (4,197,263)
<NET-INVESTMENT-INCOME> 27,779,621
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 27,779,621
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (27,779,621)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,611,795,994
<NUMBER-OF-SHARES-REDEEMED> (2,585,548,223)
<SHARES-REINVESTED> 26,793,106
<NET-CHANGE-IN-ASSETS> 53,040,877
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,787,502
<INTEREST-EXPENSE> 0
<PAGE>
<PAGE>
<GROSS-EXPENSE> 4,197,263
<AVERAGE-NET-ASSETS> 563,913,507
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.049
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (0.049)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<PAGE>
<PAGE>
</TABLE>