1933 Act File No. 2-77822
1940 Act File No. 811-
3475
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. x
Post-Effective Amendment No. 24 x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No. 21
x
AUTOMATED GOVERNMENT MONEY TRUST
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-
3779
(Address of Principal Executive Offices)
(412) 288-1900
(Registrant's Telephone Number)
John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
x immediately upon filing pursuant to paragraph (b)
on September 26,1995 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i).
75 days after filing pursuant to paragraph (a)(ii)
on _________________ pursuant to paragraph (a)(ii) of
Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Registrant has filed with the Securities and Exchange
Commission a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940, and:
x filed the Notice required by that Rule on September
15,1995; or
intends to file the Notice required by that Rule on or
about ____________; or
during the most recent fiscal year did not sell any
securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940, and, pursuant to Rule 24f-2(b)(2),
need not file the Notice.
Copies to:
Charles H. Morin, Esquire
Dickstein, Shapiro & Morin,
2101 L Street, N.W.
Washington, D.C. 20037
CROSS-REFERENCE SHEET
This Amendment to the Registration Statement of
AUTOMATED GOVERNMENT MONEY TRUST is comprised of the
following:
PART A. INFORMATION REQUIRED IN A PROSPECTUS.
Prospectus Heading
(Rule 404(c) Cross
Reference)
Item 1. Cover Page Cover Page.
Item 2. Synopsis Summary of Trust
Expenses.
Item 3. Condensed Financial
Information Financial
Highlights; Performance
Information.
Item 4. General Description of
Registrant General
Information; Investment
Information; Investment
Objective; Investment
Policies; Investment
Limitations; Regulatory
Compliance.
Item 5. Management of the Fund Trust
Information; Management of the
Trust; Distribution of Shares;
Administration of the Trust.
Item 6. Capital Stock and Other
Securities Dividends;
Capital Gains; Shareholder
Information; Voting Rights;
Massachusetts Partnership Law;
Tax Information; Federal
Income Tax; Pennsylvania
Corporate and Personal
Property Taxes.
Item 7. Purchase of Securities Being
Offered Net Asset Value;
Investing in the Trust; Share
Purchases; Minimum Investment
Required; Subaccounting
Services; Certificates and
Confirmations.
Item 8. Redemption or Repurchase
Redeeming Shares; By Mail;
Telephone Redemption; Accounts
With Low Balances.
Item 9. Pending Legal Proceedings
None.
PART B. INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL
INFORMATION.
Item 10. Cover Page Cover Page.
Item 11. Table of Contents Table of
Contents.
Item 12. General Information and
History About Federated
Investors.
Item 13. Investment Objectives and
Policies Investment Policies;
Investment Limitations.
Item 14. Management of the Fund
Automated Government Money
Trust Management.
Item 15. Control Persons and Principal
Holders of Securities Share
Ownership.
Item 16. Investment Advisory and Other
Services Investment Advisory
Services; Trust
Administration; Shareholder
Services Agreement
.
Item 17. Brokerage Allocation
Brokerage Transactions.
Item 18. Capital Stock and Other
Securities Not applicable.
Item 19. Purchase, Redemption and
Pricing
of Securities Being Offered
Determining Net Asset Value;
Redemption in Kind..
Item 20. Tax Status The Trust's Tax
Status.
Item 21. Underwriters Not applicable.
Item 22. Calculations of Yield
Quotations
of Money Market Funds
Performance Information;
Yield; Effective Yield; Total
Return; Performance
Comparisons.
Item 23. Financial Statements Filed
in Part A.
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AUTOMATED GOVERNMENT MONEY TRUST
PROSPECTUS
The shares of Automated Government Money Trust (the "Trust")
offered by this
prospectus represent interests in an open-end, diversified,
management
investment company (a mutual fund) investing in short-term
U.S. Treasury
securities to achieve stability of principal and current
income consistent with
stability of principal.
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 U.S. GOVERNMENT, THE FEDERAL DEPOSIT
INSURANCE CORPORATION,
THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENT AGENCY.
INVESTMENT IN THESE
SHARES INVOLVES INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
PRINCIPAL. THE
TRUST ATTEMPTS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00
PER SHARE; THERE
CAN BE NO ASSURANCE THAT THE TRUST WILL BE ABLE TO DO SO.
This prospectus contains the information you should read and
know before you
invest in the Trust. Keep this prospectus for future
reference.
The Trust has also filed a Statement of Additional
Information dated September
30, 1995, with the Securities and Exchange Commission. The
information contained
in the Statement of Additional Information is incorporated
by reference into
this prospectus. You may request a copy of the Statement of
Additional
Information, which is in paper form only, or a paper copy of
this prospectus, if
you have received your prospectus electronically, free of
charge by calling
1-800-235-4669. To obtain other information, or make
inquiries about the Trust,
contact the Trust at the address listed in the back of this
prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated September 30, 1995
TABLE OF CONTENTS
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SUMMARY OF TRUST EXPENSES
1
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FINANCIAL HIGHLIGHTS
2
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GENERAL INFORMATION
3
- ------------------------------------------------------
INVESTMENT INFORMATION
3
- ------------------------------------------------------
Investment Objective
3
Investment Policies
3
Investment Limitations
4
Regulatory Compliance
4
TRUST INFORMATION
4
- ------------------------------------------------------
Management of the Trust
4
Distribution of Shares
5
Administration of the Trust
6
NET ASSET VALUE
6
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INVESTING IN THE TRUST
7
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Share Purchases
7
Minimum Investment Required
7
Subaccounting Services
7
Certificates and Confirmations
8
Dividends
8
Capital Gains
8
REDEEMING SHARES
8
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By Mail
8
Telephone Redemption
9
Accounts with Low Balances
10
SHAREHOLDER INFORMATION
10
- ------------------------------------------------------
Voting Rights
10
Massachusetts Partnership Law
10
TAX INFORMATION
10
- ------------------------------------------------------
Federal Income Tax
10
Pennsylvania Corporate and
Personal Property Taxes
11
PERFORMANCE INFORMATION
11
- ------------------------------------------------------
FINANCIAL STATEMENTS
12
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INDEPENDENT AUDITORS' REPORT
20
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ADDRESSES
21
- ------------------------------------------------------
SUMMARY OF TRUST EXPENSES
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SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S>
<C> <C>
Maximum Sales Load Imposed on Purchases (as a percentage of
offering
price)......................................................
............... None
Maximum Sales Load Imposed on Reinvested Dividends (as a
percentage of
offering
price)......................................................
...... None
Contingent Deferred Sales Charge (as a percentage of
original purchase price
or redemption proceeds, as
applicable).....................................
None
Redemption Fee (as a percentage of amount redeemed, if
applicable)........... None
Exchange
Fee.........................................................
........ None
ANNUAL TRUST OPERATING
EXPENSES
(As a percentage of average net
assets)
Management Fee (after
waiver)(1).............................................
0.22%
12b-1
Fee.........................................................
........... None
Total Other
Expenses....................................................
..... 0.35%
Shareholder Services Fee (after
waiver)(2)................................. 0.24%
Total Trust Operating
Expenses(3).......................................
0.57%
</TABLE>
(1) The management fee has been reduced to reflect the
voluntary waiver of a
portion of the management fee. The adviser can terminate
this voluntary waiver
at any time at its sole discretion. The maximum management
fee is 0.50%.
(2) The shareholder services fee has been reduced to reflect
the voluntary
waiver of a portion of the shareholder services fee. The
shareholder service
provider can terminate this voluntary waiver at any time at
its sole discretion.
The maximum shareholder services fee is 0.25%.
(3) The total Trust operating expenses would have been 0.86%
absent the
voluntary waivers of a portion of the management fee and a
portion of the
shareholder services fee.
THE PURPOSE OF THIS TABLE IS TO ASSIST AN INVESTOR IN
UNDERSTANDING THE
VARIOUS COSTS AND EXPENSES THAT A SHAREHOLDER OF THE FUND
WILL BEAR, EITHER
DIRECTLY OR INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF
THE VARIOUS COSTS AND
EXPENSES, SEE "TRUST INFORMATION." WIRE--TRANSFERRED
REDEMPTIONS OF LESS THAN
$5,000 MAY BE SUBJECT TO ADDITIONAL FEES.
<TABLE>
<CAPTION>
EXAMPLE 1
YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------- -----
- --- --------- --------- ----------
<S> <C>
<C> <C> <C>
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and (2)
redemption at the end of each time period......... $6
$18 $32 $71
</TABLE>
THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
AUTOMATED GOVERNMENT MONEY TRUST
FINANCIAL HIGHLIGHTS
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- --------------------
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
Reference is made to the Independent Auditors' Report on
page 20.
<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
---------------------------------------------
- ------------------------------------------------------------
- ---------
1995 1994 1993 1992
1991 1990 1989 1988 1987 1986
------ ------ ------ ------ ---
- --- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C>
NET ASSET
VALUE,
BEGINNING
OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $
1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
- ----------
INCOME
FROM
INVESTMENT
OPERATIONS
- ----------
Net
investment
income 0.05 0.03 0.03 0.04
0.07 0.08 0.08 0.06 0.06 0.07
- ----------
LESS
DISTRIBUTIONS
- ----------
Distributions
from net
investment
income (0.05) (0.03) (0.03) (0.04)
(0.07) (0.08) (0.08) (0.06) (0.06)
(0.07)
- ---------- ----- ----- ----- ----- ---
- -- ----- ----- ----- ----- -----
NET ASSET
VALUE,
END OF
PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $
1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $
1.00
- ---------- ----- ----- ----- ----- ---
- -- ----- ----- ----- ----- -----
TOTAL
RETURN
(A) 5.10% 2.95% 2.79% 4.26%
6.77% 8.21% 8.58% 6.55% 5.73%
7.11%
- ----------
RATIOS TO
AVERAGE
NET ASSETS
- ----------
Expenses 0.57% 0.57% 0.55% 0.57%
0.55% 0.55% 0.55% 0.55% 0.55%
0.55%
- ----------
Net
investment
income 4.97% 2.88% 2.75% 4.17%
6.55% 7.92% 8.30% 6.39% 5.59%
6.86%
- ----------
Expense
waiver/
reimbursement
(b) 0.29% 0.06% 0.01% 0.01%
0.03% 0.03% 0.04% 0.03% 0.02%
0.03%
- ----------
SUPPLEMENTAL
DATA
- ----------
Net
assets,
end of
period
(000
omitted) $2,448,873 $2,640,384 $3,115,772 $3,177,695
$2,829,602 $2,596,695 $2,791,097 $2,388,700 $1,536,678
$1,782,895
- ----------
</TABLE>
(a) Based on net asset value, which does not reflect the
sales load or
contingent deferred sales charge, if applicable.
(b) This voluntary expense decrease is reflected in both the
expense and net
investment income ratios shown above.
(See Notes which are an integral part of the Financial
Statements)
GENERAL INFORMATION
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- --------------------
The Trust was established as a Massachusetts business trust
under a Declaration
of Trust dated June 1, 1982. The Trust is designed for
investors as a convenient
means of accumulating an interest in a professionally
managed, diversified
portfolio investing only in short-term U.S. Treasury
securities. A minimum
initial investment of $25,000 within a 90-day period is
required.
The Trust attempts to stabilize the value of a share at
$1.00. Shares are
currently sold and redeemed at that price.
INVESTMENT INFORMATION
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INVESTMENT OBJECTIVE
The investment objective of the Trust is stability of
principal and current
income consistent with stability of principal. This
investment objective cannot
be changed without shareholder approval. While there is no
assurance that the
Trust will achieve its investment objective, it endeavors to
do so by following
the investment policies described in this prospectus. Unless
indicated
otherwise, the investment policies and limitations described
below cannot be
changed by the Board of Trustees without approval of
shareholders.
INVESTMENT POLICIES
The Trust pursues its investment objective by investing only
in short-term U.S.
Treasury securities maturing in one year or less. As a
matter of operating
policy, which may be changed without shareholder approval,
the average maturity
of the securities in the Trust's portfolio, computed on a
dollar-weighted basis,
will be 90 days or less. The Trust may attempt to increase
yield by trading
portfolio instruments to take advantage of short-term market
variations.
ACCEPTABLE INVESTMENTS. The Trust invests only in short-
term securities that
are issued or guaranteed as to principal and interest by the
U.S. Treasury.
These securities include such instruments as: (i) U.S.
Treasury bills, notes,
and bonds and (ii) instruments of the Export-Import Bank of
the U.S., the
General Services Administration, the Small Business
Administration, and the
Washington Metropolitan Area Transit Authority.
REPURCHASE AGREEMENTS. Certain securities in which the
Trust invests may be
purchased pursuant to repurchase agreements which provide
for repurchase by the
seller within one year from the date of acquisition.
Repurchase agreements are
arrangements in which banks, broker/dealers, and other
recognized financial
institutions sell securities to the Trust and agree at the
time of sale to
repurchase them at a mutually agreed upon time and price. To
the extent that the
seller does not repurchase the securities from the Trust,
the Trust could
receive less than the repurchase price on any sale of such
securities.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. The Trust
may purchase U. S.
Treasury securities on a when-issued or delayed delivery
basis. These
transactions are arrangements in which the Trust purchases
securities with
payment and delivery scheduled for a future time. The
seller's
failure to complete these transactions may cause the Trust
to miss a price or
yield considered to be advantageous. Settlement dates may be
a month or more
after entering into these transactions, and the market
values of the securities
purchased may vary from the purchase prices. Accordingly,
the Trust may pay more
or less than the market value of the securities on the
settlement date.
The Trust may dispose of a commitment prior to settlement if
the adviser deems
it appropriate to do so. In addition, the Trust may enter
into transactions to
sell its purchase commitments to third parties at current
market values and
simultaneously acquire other commitments to purchase similar
securities at later
dates. The Trust may realize short-term profits or losses
upon the sale of such
commitments.
INVESTMENT LIMITATIONS
The Trust will not borrow money directly or through reverse
repurchase
agreements (arrangements in which the Trust sells a money
market instrument for
a percentage of its cash value with an agreement to buy it
back on a set date)
or pledge securities except, under certain circumstances,
the Trust may borrow
up to one-third of the value of its total assets and pledge
up to 10% of the
value of those assets to secure such borrowings.
The above investment limitation cannot be changed without
shareholder approval.
The following limitation, however, may be changed by the
Trustees without
shareholder approval. Shareholders will be notified before
any material change
in this limitation becomes effective.
The Trust will not invest more than 10% of its net assets in
illiquid
securities, including repurchase agreements providing for
settlement in more
than seven days after notice.
REGULATORY COMPLIANCE
The Trust may follow non-fundamental operational policies
that are more
restrictive than its fundamental investment limitations, as
set forth in this
prospectus and its Statement of Additional Information, in
order to comply with
applicable laws and regulations, including the provisions of
and regulations
under the Investment Company Act of 1940, as amended. In
particular, the Trust
will comply with the various requirements of Rule 2a-7,
which regulates money
market mutual funds. The Trust will determine the effective
maturity of its
investments according to Rule 2a-7. The Trust may change
these operational
policies to reflect changes in the laws and regulations
without the approval of
its shareholders.
TRUST INFORMATION
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- --------------------
MANAGEMENT OF THE TRUST
BOARD OF TRUSTEES. The Trust is managed by a Board of
Trustees. The Trustees
are responsible for managing the Trust's business affairs
and for exercising all
the Trust's powers except those reserved for the
shareholders. An Executive
Committee of the Board of Trustees handles the Board's
responsibilities between
meetings of the Board.
INVESTMENT ADVISER. Investment decisions for the Trust are
made by Federated
Management, the Trust's investment adviser, subject to
direction by the
Trustees. The adviser continually conducts
investment research and supervision for the Trust and is
responsible for the
purchase and sale of portfolio instruments.
ADVISORY FEES. The adviser receives an annual
investment advisory fee
equal to .50 of 1% of the Trust's average daily net
assets. The adviser has
undertaken to reimburse the Trust up to the amount of
the advisory fee for
operating expenses in excess of limitations established
by certain states.
The adviser also may voluntarily choose to waive a
portion of its fee or
reimburse other expenses of the Trust, but reserves the
right to terminate
such waiver or reimbursement at any time at its sole
discretion.
ADVISER'S BACKGROUND. Federated Management, a Delaware
business trust,
organized on April 11, 1989, is a registered investment
adviser under the
Investment Advisers Act of 1940. It is a subsidiary of
Federated Investors.
All of the Class A (voting) shares of Federated
Investors are owned by a
trust, the trustees of which are John F. Donahue,
Chairman and Trustee of
Federated Investors, Mr. Donahue's wife, and Mr.
Donahue's son, J.
Christopher Donahue, who is President and Trustee of
Federated Investors.
Federated Management and other subsidiaries of
Federated Investors serve as
investment advisers to a number of investment companies
and private
accounts. Certain other subsidiaries also provide
administrative services
to a number of investment companies. With over $72
billion invested across
more than 260 funds under management and/or
administration by its
subsidiaries, as of December 31, 1994, Federated
Investors is one of the
largest mutual fund investment managers in the United
States. With more
than 1,750 employees, Federated continues to be led by
the management who
founded the company in 1955. Federated funds are
presently at work in and
through 4,000 financial institutions nationwide. More
than 100,000
investment professionals have selected Federated funds
for their clients.
Both the Trust and the adviser have adopted strict codes of
ethics governing the
conduct of all employees who manage the Trust and its
portfolio securities.
These codes recognize that such persons owe a fiduciary duty
to the Trust's
shareholders and must place the interests of shareholders
ahead of the
employees' own interest. Among other things, the codes:
require preclearance and
periodic reporting of personal securities transactions;
prohibit personal
transactions in securities being purchased or sold, or being
considered for
purchase or sale, by the Trust; prohibit purchasing
securities in initial public
offerings; and prohibit taking profits on securities held
for less than sixty
days. Violations of the codes are subject to review by the
Trustees, and could
result in severe penalties.
DISTRIBUTION OF SHARES
Federated Securities Corp. is the principal distributor for
shares of the Trust.
It is a Pennsylvania corporation organized on November 14,
1969, and is the
principal distributor for a number of investment companies.
Federated Securities
Corp. is a subsidiary of Federated Investors.
State securities laws may require certain financial
institutions such as
depository institutions to register as dealers.
SHAREHOLDER SERVICES. The Trust has entered into a
Shareholder Services
Agreement with Federated Shareholder Services, a subsidiary
of Federated
Investors, under which the Trust may make payments up to .25
of 1% of the
average daily net asset value of the Trust, computed at an
annual rate, to
obtain
personal services for shareholders and provide maintenance
of shareholder
accounts. From time to time and for such periods as deemed
appropriate, the
amount stated above may be reduced voluntarily.
Under the Shareholder Services Agreement, Federated
Shareholder Services will
either perform shareholder services directly or will select
financial
institutions to perform shareholder services. Financial
institutions will
receive fees based upon shares owned by their clients or
customers. The
schedules of such fees and the basis upon which such fees
will be paid will be
determined from time to time by the Trust and Federated
Shareholder Services.
ADMINISTRATION OF THE TRUST
ADMINISTRATIVE SERVICES. Federated Administrative Services,
a subsidiary of
Federated Investors, provides administrative personnel and
services (including
certain legal and financial reporting services) necessary to
operate the Trust.
Federated Administrative Services provides these at an
annual rate as specified
below:
<TABLE>
<CAPTION>
AVERAGE AGGREGATE DAILY
MAXIMUM FEE NET ASSETS
- ------------- ------------------------------------
<S> <C>
.15 of 1% of the first $250 million
.125 of 1% of the next $250 million
.10 of 1% of the next $250 million
.075 of 1% on assets in excess of $750 million
</TABLE>
Average aggregate daily net assets include those of all
mutual funds advised by
affiliates of Federated Investors. Federated Administrative
Services may choose
voluntarily to waive a portion of its fee.
CUSTODIAN. State Street Bank and Trust Company, Boston,
Massachusetts, is
custodian for the securities and cash of the Trust.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT. Federated
Services Company,
Boston, Massachusetts, is transfer agent for the shares of,
and dividend
disbursing agent for, the Trust.
INDEPENDENT AUDITORS. The independent auditors for the
Trust are Deloitte &
Touche LLP, Pittsburgh, Pennsylvania.
NET ASSET VALUE
- ------------------------------------------------------------
- --------------------
The Trust attempts to stabilize the net asset value of its
shares at $1.00 by
valuing the portfolio securities using the amortized cost
method. The net asset
value per share is determined by subtracting total
liabilities from total assets
and dividing the remainder by the number of shares
outstanding. The Trust cannot
guarantee that its net asset value will always remain at
$1.00 per share.
The net asset value is determined at 12:00 p.m., 3:00 p.m.
(Eastern time), and
as of the close of trading (normally 4:00 p.m., Eastern
time) on the New York
Stock Exchange, Monday through Friday, except on New Year's
Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day,
and Christmas Day.
INVESTING IN THE TRUST
- ------------------------------------------------------------
- --------------------
SHARE PURCHASES
Shares are sold at their net asset value, without a sales
charge, next
determined after an order is received, on days on which the
New York Stock
Exchange and the Federal Reserve Wire System are open for
business. Shares may
be purchased either by wire or mail. The Trust reserves the
right to reject any
purchase request.
To make a purchase, open an account by calling Federated
Securities Corp.
Information needed to establish the account will be taken by
telephone.
BY WIRE. To purchase by Federal Reserve wire, call the
Trust before 1:00 p.m.
(Eastern time) to place an order. The order is considered
received immediately.
Payment by federal funds must be received before 1:00 p.m.
(Eastern time) that
day. Federal funds should be wired as follows: Federated
Services Company, c/o
State Street Bank and Trust Company, Boston, Massachusetts;
Attention: EDGEWIRE;
For Credit to: Automated Government Money Trust; Fund Number
(this number can be
found on the account statement or by contacting the Trust);
Group Number or
Order Number; Nominee or Institution Name; and ABA Number
011000028.
BY MAIL. To purchase by mail, send a check made payable to
Automated Government
Money Trust to: Federated Services Company, P.O. Box 8600,
Boston, Massachusetts
02266-8600. Orders by mail are considered received when
payment by check is
converted into federal funds. This is normally the next
business day after the
check is received.
AUTOMATIC INVESTMENTS. Investors may establish accounts
with their financial
institutions to have cash accumulations automatically
invested in the Trust. The
investments may be made on predetermined dates or when the
investor's account
reaches a certain level. Participating financial
institutions are responsible
for prompt transmission of orders relating to the program,
and they may charge
for their services. Investors should read this prospectus
along with the
financial institution's agreement or literature describing
these services and
fees.
MINIMUM INVESTMENT REQUIRED
The minimum initial investment is $25,000. However, an
account may be opened
with a smaller amount as long as the minimum is reached
within 90 days. Minimum
investments will be calculated by combining all accounts
maintained with the
Trust. Financial institutions may impose different minimum
investment
requirements on their customers.
SUBACCOUNTING SERVICES
Financial institutions are encouraged to open single master
accounts. However,
certain financial institutions may wish to use the transfer
agent's
subaccounting system to minimize their internal
recordkeeping requirements. The
transfer agent charges a fee based on the level of
subaccounting services
rendered. Financial institutions may charge or pass through
subaccounting fees
as part of or in addition to normal trust or agency account
fees. They may also
charge fees for other services provided which may be related
to the ownership of
Trust shares. This prospectus should, therefore, be read
together with any agreement between the customer and the
financial institution
with regard to the services provided, the fees charged for
those services, and any restrictions and
limitations imposed.
CERTIFICATES AND CONFIRMATIONS
As transfer agent for the Trust, Federated Services Company
maintains a share
account for each shareholder. Share certificates are not
issued unless requested
by contacting the Trust or Federated Services Company in
writing.
Monthly confirmations are sent to report transactions such
as all purchases and
redemptions as well as dividends paid during the month.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are
automatically
reinvested on payment dates in additional shares of the
Trust unless cash
payments are requested by writing to the Trust. Shares
purchased by wire before
3:00 p.m. (Eastern time) begin earning dividends that day.
Shares purchased by
check begin earning dividends the day after the check is
converted into federal
funds.
CAPITAL GAINS
The Trust does not expect to realize any capital gains or
losses. If capital
gains or losses were to occur, they could result in an
increase or decrease in
dividends. The Trust will distribute in cash or additional
shares any realized
net long-term capital gains at least once every 12 months.
REDEEMING SHARES
- ------------------------------------------------------------
- --------------------
Shares are redeemed at their net asset value next determined
after Federated
Services Company receives the redemption request.
Redemptions will be made on
days on which the Trust computes its net asset value.
Redemption requests must
be received in proper form and can be made as described
below.
BY MAIL
Shares may be redeemed by sending a written request to:
Automated Government
Money Trust, P.O. Box 8600, Boston, Massachusetts 02266-
8600. The written
request should state: Automated Government Money Trust;
shareholder's name; the
account number; and the share or dollar amount requested.
Sign the request
exactly as the shares are registered. Shareholders should
call the Trust for
assistance in redeeming by mail.
If share certificates have been issued, they must be
properly endorsed and
should be sent by registered or overnight insured mail with
the written request
to Federated Services Company, 500 Victory Road-2nd Floor,
North Quincy,
Massachusetts 02171.
Shareholders requesting a redemption of any amount to be
sent to an address
other than that on record with the Trust, or a redemption
payable other than to
the shareholder of record must have their signatures
guaranteed by:
- a trust company or commercial bank whose deposits are
insured by the Bank
Insurance Fund which is administered by the Federal
Deposit Insurance
Corporation ("FDIC");
- a member of the New York, American, Boston, Midwest,
or Pacific Stock
Exchanges;
- a savings bank or savings and loan association whose
deposits are insured
by the Savings Association Insurance Fund, which is
administered by the
FDIC; or
- any other "eligible guarantor institution," as
defined in the Securities
Exchange Act of 1934.
The Trust does not accept signatures guaranteed by a notary
public.
The Trust and the transfer agent have adopted standards for
accepting signature
guarantees from the above institutions. The Trust may elect
in the future to
limit eligible signature guarantors to institutions that are
members of the
signature guarantee program. The Trust and its transfer
agent reserve the right
to amend these standards at any time without notice.
Normally, a check for the proceeds is mailed within one
business day, but in no
event more than seven days, after receipt of a proper
written redemption
request. Dividends are paid up to and including the day that
a redemption
request is processed.
BY WRITING A CHECK. At the shareholder's request, Federated
Services Company
will establish a checking account for redeeming shares. For
further information,
contact a representative of Federated Securities Corp.
With this checking account, shares may be redeemed by
writing a check for $100
or more. The redemption will be made at the net asset value
on the date that the
check is presented to the Trust. A check may not be written
to close an account.
A shareholder may obtain cash by negotiating the check
through the shareholder's
local bank. Checks should never be made payable or sent to
Federated Services
Company to redeem shares. Cancelled checks are sent to the
shareholder each
month.
TELEPHONE REDEMPTION
Shares may be redeemed by telephoning the Trust. Telephone
instructions may be
recorded and if reasonable procedures are not followed by
the Trust, it may be
liable for losses due to unauthorized or fraudulent
telephone instructions. An
authorization form permitting the Trust to accept telephone
requests must first
be completed. Authorization forms and information on this
service are available
from Federated Securities Corp. The minimum amount for
telephone redemption is
$1,000.
If the redemption request is received before 3:00 p.m.
(Eastern time), the
proceeds will be wired the same day to the shareholder's
account at a domestic
commercial bank which is a member of the Federal Reserve
System, and those
shares redeemed will not be entitled to that day's dividend.
A daily dividend
will be paid on shares redeemed if the redemption request is
received after 3:00
p.m. (Eastern time). However, the proceeds are not wired
until the following
business day. Under limited circumstances, arrangements may
be made with the
distributor for same-day payment of proceeds, without that
day's dividend, for
redemption requests received before 3:00 p.m. (Eastern
time).
In the event of drastic economic or market changes, a
shareholder may experience
difficulty in redeeming by telephone. If such a case should
occur, another
method of redemption, such as
"By Mail," should be considered. If at any time the Trust
shall determine it
necessary to terminate or modify this method of redemption,
shareholders would
be promptly notified.
ACCOUNTS WITH LOW BALANCES
Due to the high cost of maintaining accounts with low
balances, the Trust may
redeem shares in any account and pay the proceeds to the
shareholder if the
account balance falls below a required minimum value of
$25,000 due to
shareholder redemptions.
Before shares are redeemed to close an account, the
shareholder is notified in
writing and allowed 30 days to purchase additional shares to
meet the minimum
requirement.
SHAREHOLDER INFORMATION
- ------------------------------------------------------------
- --------------------
VOTING RIGHTS
Each share of the Trust gives the shareholder one vote in
Trustee elections and
other matters submitted to shareholders for vote. As a
Massachusetts business
trust, the Trust is not required to hold annual shareholder
meetings.
Shareholder approval will be sought only for certain changes
in the Trust's
operation and for election of Trustees under certain
circumstances.
Trustees may be removed by the Trustees or by shareholders
at a special meeting.
A special meeting of the Trust shall be called by the
Trustees upon the written
request of shareholders owning at least 10% of the Trust's
outstanding shares.
MASSACHUSETTS PARTNERSHIP LAW
Under certain circumstances, shareholders may be held
personally liable as
partners under Massachusetts law for obligations of the
Trust. To protect its
shareholders, the Trust has filed legal documents with
Massachusetts that
expressly disclaim the liability of its shareholders for
acts or obligations of
the Trust. These documents require notice of this disclaimer
to be given in each
agreement, obligation, or instrument the Trust or its
Trustees enter into or
sign.
In the unlikely event a shareholder is held personally
liable for the Trust's
obligations, the Trust is required by the Declaration of
Trust to use its
property to protect or compensate the shareholder. On
request, the Trust will
defend any claim made and pay any judgment against a
shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting
from liability as a
shareholder will occur only if the Trust itself cannot meet
its obligations to
indemnify shareholders and pay judgments against them.
TAX INFORMATION
- ------------------------------------------------------------
- --------------------
FEDERAL INCOME TAX
The Trust will pay no federal income tax because it expects
to meet requirements
of the Internal Revenue Code applicable to regulated
investment companies and to
receive the special tax treatment afforded to such
companies.
Unless otherwise exempt, shareholders are required to pay
federal income tax on
any dividends and other distributions received. This applies
whether dividends
and distributions are received in cash or as additional
shares.
PENNSYLVANIA CORPORATE AND PERSONAL PROPERTY TAXES
In the opinion of Houston, Houston & Donnelly, counsel to
the Trust:
- the Trust is not subject to Pennsylvania corporate or
personal property
taxes; and
- Trust shares may be subject to personal property
taxes imposed by
counties, municipalities, and school districts in
Pennsylvania to the
extent that the portfolio securities in the Trust
would be subject to
such taxes if owned directly by residents of those
jurisdictions.
OTHER STATE AND LOCAL TAXES. Shareholders are urged to
consult their own tax
advisers regarding the status of their accounts under state
and local tax laws.
PERFORMANCE INFORMATION
- ------------------------------------------------------------
- --------------------
From time to time, the Trust advertises its yield, effective
yield, and
tax-equivalent yield.
Yield represents the annualized rate of income earned on an
investment over a
seven-day period. It is the annualized dividends earned
during the period on an
investment shown as a percentage of the investment. The
effective yield is
calculated similarly to the yield, but when annualized, the
income earned by an
investment is assumed to be reinvested daily. The effective
yield will be
slightly higher than the yield because of the compounding
effect of this assumed
reinvestment.
Advertisements and sales literature may also refer to total
return. Total return
represents the change, over a specified period of time, in
the value of an
investment in the Trust after reinvesting all income
distributions. It is
calculated by dividing that change by the initial investment
and is expressed as
a percentage.
From time to time, advertisements for the Trust may refer to
ratings, rankings,
and other information in certain financial publications
and/or compare the
Trust's performance to certain indices.
AUTOMATED GOVERNMENT MONEY TRUST
PORTFOLIO OF INVESTMENTS
JULY 31, 1995
- ------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
VALUE
- ------------ ----------------------------------------
- --------------------- --------------
<C> <C> <S>
<C>
SHORT-TERM U.S. TREASURY OBLIGATIONS--24.8%
- ------------------------------------------------------------
- ---------------------
* U.S. TREASURY BILLS--16.6%
----------------------------------------
- ---------------------
$418,000,000 8/17/1995-6/27/1996
$ 407,784,700
----------------------------------------
- ---------------------
U.S. TREASURY NOTES--8.2%
----------------------------------------
- ---------------------
200,000,000 3.875%-9.375%, 8/31/1995-4/30/1996
200,822,250
----------------------------------------
- --------------------- --------------
TOTAL SHORT-TERM U.S. TREASURY
OBLIGATIONS 608,606,950
----------------------------------------
- --------------------- --------------
(A)REPURCHASE AGREEMENTS--75.3%
- ------------------------------------------------------------
- ---------------------
120,000,000 BT Securities Corp., 5.84%, dated
7/31/1995, due 8/1/1995 120,000,000
----------------------------------------
- ---------------------
70,000,000 BZW Securities, Inc., 5.84%, dated
7/31/1995, due 8/1/1995 70,000,000
----------------------------------------
- ---------------------
120,000,000 Bear, Stearns & Co., Inc., 5.81%, dated
7/31/1995, due
8/1/1995
120,000,000
----------------------------------------
- ---------------------
75,000,000 Chemical Securities, Inc., 5.82%, dated
7/31/1995, due
8/1/1995
75,000,000
----------------------------------------
- ---------------------
100,000,000 Daiwa Securities America, Inc., 5.80%,
dated 7/31/1995,
due 8/1/1995
100,000,000
----------------------------------------
- ---------------------
45,000,000 Deutsche Bank Government Securities,
Inc., 5.85%, dated
7/31/1995, due 8/1/1995
45,000,000
----------------------------------------
- ---------------------
100,000,000 Donaldson, Lufkin & Jenrette Securities
Corp., 5.82%, dated
7/31/1995, due 8/1/1995
100,000,000
----------------------------------------
- ---------------------
125,000,000 First Chicago Capital Markets, Inc.,
5.82%, dated 7/31/1995,
due 8/1/1995
125,000,000
----------------------------------------
- ---------------------
100,000,000 Fuji Securities, Inc., 5.82%, dated
7/31/1995, due 8/1/1995 100,000,000
----------------------------------------
- ---------------------
90,000,000 Harris, Nesbitt, Thomson Securities,
Inc., 5.82%, dated
7/31/1995, due 8/1/1995
90,000,000
----------------------------------------
- ---------------------
96,600,000 J.P. Morgan Securities, Inc., 5.84%,
dated 7/31/1995, due
8/1/1995
96,600,000
----------------------------------------
- ---------------------
115,000,000 Lehman Brothers, Inc., 5.85%, dated
7/31/1995, due 8/1/1995 115,000,000
----------------------------------------
- ---------------------
150,000,000 NCNB Capital Markets, Inc., 5.80%, dated
7/31/1995, due
8/1/1995
150,000,000
----------------------------------------
- ---------------------
120,000,000 National Westminster USA, 5.82%, dated
7/31/1995, due
8/1/1995
120,000,000
----------------------------------------
- ---------------------
60,000,000 Nikko Securities Co. International Inc.,
5.82%, dated
7/31/1995, due 8/7/1995
60,000,000
----------------------------------------
- ---------------------
</TABLE>
AUTOMATED GOVERNMENT MONEY TRUST
- ------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
VALUE
- ------------ ----------------------------------------
- --------------------- --------------
<C> <C> <S>
<C>
(A)REPURCHASE AGREEMENTS--CONTINUED
- ------------------------------------------------------------
- ---------------------
$ 75,000,000 State Street Bank and Trust Co., 5.82%,
dated 7/31/1995,
due 8/1/1995
$ 75,000,000
----------------------------------------
- ---------------------
120,000,000 Swiss Bank Corp., New York, 5.82%, dated
7/31/1995,
due 8/1/1995
120,000,000
----------------------------------------
- ---------------------
110,000,000 UBS Securities, Inc., 5.80%, dated
7/31/1995, due 8/1/1995 110,000,000
----------------------------------------
- ---------------------
53,000,000 (b) Merrill Lynch, Pierce, Fenner & Smith,
Inc., 5.70%, dated
7/7/1995, due 9/5/1995
53,000,000
----------------------------------------
- --------------------- --------------
TOTAL REPURCHASE AGREEMENTS
1,844,600,000
----------------------------------------
- --------------------- --------------
TOTAL INVESTMENTS AT AMORTIZED COST (C)
$2,453,206,950
----------------------------------------
- --------------------- --------------
</TABLE>
* Reflects rate of discount at time of purchase.
(a) Repurchase agreements are fully collateralized by U.S.
government and/or
agency obligations based on market prices at the date
of the portfolio. The
investments in the repurchase agreements are through
participation in joint
accounts with other Federated funds.
(b) Although final maturity falls beyond seven days, a
liquidity feature is
included in the transaction to permit termination of
the repurchase
agreement.
(c) Also represents cost for federal tax purposes.
Note: The categories of investments are shown as a
percentage of net assets
($2,448,872,650) at July 31, 1995.
(See Notes which are an integral part of the Financial
Statements)
AUTOMATED GOVERNMENT MONEY TRUST
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1995
- ------------------------------------------------------------
- --------------------
<TABLE>
<S>
<C> <C>
ASSETS:
- ------------------------------------------------------------
- -------------------
Investments in repurchase agreements
$1,844,600,000
- ------------------------------------------------------------
- --
Investments in securities
608,606,950
- ------------------------------------------------------------
- -- --------------
Total investments in securities, at value
$2,453,206,950
- ------------------------------------------------------------
- -------------------
Cash
315,526
- ------------------------------------------------------------
- -------------------
Income receivable
4,028,860
- ------------------------------------------------------------
- -------------------
Receivable for shares sold
279,804
- ------------------------------------------------------------
- ------------------- --------------
Total assets
2,457,831,140
- ------------------------------------------------------------
- -------------------
LIABILITIES:
- ------------------------------------------------------------
- -------------------
Payable for shares redeemed
602,170
- ------------------------------------------------------------
- --
Income distribution payable
7,769,680
- ------------------------------------------------------------
- --
Accrued expenses
586,640
- ------------------------------------------------------------
- -- --------------
Total liabilities
8,958,490
- ------------------------------------------------------------
- ------------------- --------------
Net Assets for 2,448,872,650 shares outstanding
$2,448,872,650
- ------------------------------------------------------------
- ------------------- --------------
NET ASSET VALUE, Offering Price and Redemption Proceeds Per
Share:
($2,448,872,650 / 2,448,872,650 shares outstanding)
$1.00
- ------------------------------------------------------------
- ------------------- --------------
</TABLE>
(See Notes which are an integral part of the Financial
Statements)
AUTOMATED GOVERNMENT MONEY TRUST
STATEMENT OF OPERATIONS
YEAR ENDED JULY 31, 1995
- ------------------------------------------------------------
- --------------------
<TABLE>
<S> <C>
<C> <C>
INVESTMENT INCOME:
- ------------------------------------------------------------
- ----------------------
Interest
$140,975,005
- ------------------------------------------------------------
- ----------------------
EXPENSES:
- ------------------------------------------------------------
- ----------------------
Investment advisory fee
$12,724,212
- ------------------------------------------------------------
- -------
Administrative personnel and services fee
1,926,446
- ------------------------------------------------------------
- -------
Custodian fees
296,308
- ------------------------------------------------------------
- -------
Transfer agent and dividend disbursing agent fees and
expenses 109,172
- ------------------------------------------------------------
- -------
Directors'/Trustees' fees
34,669
- ------------------------------------------------------------
- -------
Auditing fees
13,821
- ------------------------------------------------------------
- -------
Legal fees
47,933
- ------------------------------------------------------------
- -------
Portfolio accounting fees
134,501
- ------------------------------------------------------------
- -------
Shareholder services fee
6,362,106
- ------------------------------------------------------------
- -------
Share registration costs
46,576
- ------------------------------------------------------------
- -------
Printing and postage
6,830
- ------------------------------------------------------------
- -------
Insurance premiums
48,577
- ------------------------------------------------------------
- -------
Taxes
23,122
- ------------------------------------------------------------
- -------
Miscellaneous
23,905
- ------------------------------------------------------------
- ------- -----------
Total expenses
21,798,178
- ------------------------------------------------------------
- -------
Deduct--
- ------------------------------------------------------------
- -------
Waiver of investment advisory fee
$7,030,951
- ------------------------------------------------------
Waiver of shareholder services fee
243,454 7,274,405
- ------------------------------------------------------ ---
- ------- -----------
Net expenses
14,523,773
- ------------------------------------------------------------
- ---------------------- ------------
Net investment income
$126,451,232
- ------------------------------------------------------------
- ---------------------- ------------
</TABLE>
(See Notes which are an integral part of the Financial
Statements)
AUTOMATED GOVERNMENT MONEY TRUST
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
- -----------------------------------
1995 1994
- --------------- ---------------
<S>
<C> <C>
INCREASE (DECREASE) IN NET ASSETS:
- ----------------------------------------------------------
OPERATIONS--
- ----------------------------------------------------------
Net investment income
$ 126,451,232 $ 86,375,459
- ----------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS--
- ----------------------------------------------------------
Distributions from net investment income
(126,451,232) (86,375,459)
- ----------------------------------------------------------
- --------------- ---------------
SHARE TRANSACTIONS--
- ----------------------------------------------------------
Proceeds from sale of Shares
15,028,371,070 20,353,705,672
- ----------------------------------------------------------
Net asset value of Shares issued to shareholders in
payment of distributions declared
39,452,485 28,190,212
- ----------------------------------------------------------
Cost of Shares redeemed
(15,259,334,772) (20,857,284,325)
- ----------------------------------------------------------
- --------------- ---------------
Change in net assets resulting from share
transactions
(191,511,217) (475,388,441)
- ----------------------------------------------------------
NET ASSETS:
- ----------------------------------------------------------
Beginning of period
2,640,383,867 3,115,772,308
- ----------------------------------------------------------
- --------------- ---------------
End of period
$ 2,448,872,650 $ 2,640,383,867
- ----------------------------------------------------------
- --------------- ---------------
</TABLE>
(See Notes which are an integral part of the Financial
Statements)
AUTOMATED GOVERNMENT MONEY TRUST
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1995
- ------------------------------------------------------------
- --------------------
1. ORGANIZATION
The Trust is registered under the Investment Company Act of
1940, as amended
(the "Act"), as a diversified open-end, management
investment company.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting
policies consistently
followed by the Trust in the preparation of its financial
statements. These
policies are in conformity with generally accepted
accounting principles.
INVESTMENT VALUATIONS--The Trust's use of the amortized
cost method to
value its portfolio securities is in accordance with
Rule 2a-7 under the
Act.
REPURCHASE AGREEMENTS--It is the policy of the Trust to
require the
custodian bank to take possession, to have legally
segregated in the
Federal Reserve Book Entry System, or to have
segregated within the
custodian bank's vault, all securities held as
collateral under repurchase
agreement transactions. Additionally, procedures have
been established by
the Trust to monitor, on a daily basis, the market
value of each repurchase
agreement's collateral to ensure that the value of
collateral at least
equals the repurchase price to be paid under the
repurchase agreement
transaction.
The Trust will only enter into repurchase agreements
with banks and other
recognized financial institutions, such as
broker/dealers, which are deemed
by the Trust's adviser to be creditworthy pursuant to
the guidelines and/or
standards reviewed or established by the Board of
Trustees (the
"Trustees"). Risks may arise from the inability of
counterparties to honor
the terms of the repurchase agreement. Accordingly, the
Trust could receive
less than the repurchase price on the sale of
collateral securities.
INVESTMENT INCOME, EXPENSES, AND DISTRIBUTIONS--
Interest income and
expenses are accrued daily. Bond premium and discount,
if applicable, are
amortized as required by the Internal Revenue Code, as
amended (the
"Code"). Distributions to shareholders are recorded on
the ex-dividend
date.
FEDERAL TAXES--It is the Trust's policy to comply with
the provisions of
the Code applicable to regulated investment companies
and to distribute to
shareholders each year substantially all of its income.
Accordingly, no
provisions for federal tax are necessary.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The
Trust may engage in
when-issued or delayed delivery transactions. The Trust
records when-issued
securities on the trade date and maintains security
positions such that
sufficient liquid assets will be available to make
payment for
AUTOMATED GOVERNMENT MONEY TRUST
- ------------------------------------------------------------
- --------------------
the securities purchased. Securities purchased on a
when-issued or delayed
delivery basis are marked to market daily and begin
earning interest on the
settlement date.
OTHER--Investment transactions are accounted for on the
trade date.
3. SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an
unlimited number of
full and fractional shares of beneficial interest (without
par value). At July
31, 1995, capital paid-in aggregated $2,448,872,650.
Transactions in Trust
shares were as follows:
<TABLE>
<CAPTION>
YEAR ENDED JULY 31,
- ----------------------------------
1995 1994
- --------------- ---------------
<S>
<C> <C>
Shares sold
15,028,371,070 20,353,705,672
- ------------------------------------------------------------
Shares issued to shareholders in payment of distributions
declared
39,452,485 28,190,212
- ------------------------------------------------------------
Shares redeemed
(15,259,334,772) (20,857,284,325)
- ------------------------------------------------------------
- --------------- ---------------
Net change resulting from share transactions
(191,511,217) (475,388,441)
- ------------------------------------------------------------
- --------------- ---------------
</TABLE>
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH
AFFILIATES
INVESTMENT ADVISORY FEE--Federated Management, the Trust's
investment adviser
(the "Adviser"), receives for its services an annual
investment advisory fee
equal to .50 of 1% of the Trust's average daily net assets.
The Adviser may
voluntarily choose to waive a portion of its fee. The
Adviser can modify or
terminate this voluntary waiver at any time at its sole
discretion.
ADMINISTRATIVE FEE--Federated Administrative Services
("FAS") provides the Trust
with administrative personnel and services. The FAS fee is
based on the level of
average aggregate daily net assets of all funds advised by
subsidiaries of
Federated Investors for the period. The administrative fee
received during the
period of the Administrative Services Agreement shall be at
least $125,000 per
portfolio and $30,000 per each additional class of shares.
SHAREHOLDER SERVICES FEE--Under the terms of a Shareholder
Services Agreement
with Federated Shareholder Services ("FSS"), the Trust will
pay FSS up to .25 of
1% of average daily net assets of the Trust for the period.
This fee is to
obtain certain services for shareholders and to maintain the
shareholder
accounts. FSS may voluntarily choose to waive a portion of
this fee. FSS can
modify or terminate this voluntary waiver at any time at its
sole discretion.
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT FEES AND
EXPENSES--Federated
Services Company ("FServ") serves as transfer and dividend
disbursing agent for
the Trust. The fee is based on the size, type, and number of
accounts and
transactions made by shareholders.
AUTOMATED GOVERNMENT MONEY TRUST
- ------------------------------------------------------------
- --------------------
PORTFOLIO ACCOUNTING FEES--FServ also maintains the Trust's
accounting records
for which it receives a fee. The fee is based on the level
of the Trust's
average daily net assets for the period plus, out-of-pocket
expenses.
GENERAL--Certain of the Officers and Trustees of the Trust
are Officers and
Directors or Trustees of the above companies.
INDEPENDENT AUDITORS' REPORT
- ------------------------------------------------------------
- --------------------
To the Board of Trustees and Shareholders of
AUTOMATED GOVERNMENT MONEY TRUST:
We have audited the accompanying statement of assets and
liabilities, including
the portfolio of investments, of Automated Government Money
Trust as of July 31,
1995, the related statement of operations for the year then
ended, the statement
of changes in net assets for the years ended July 31, 1995
and 1994, and the
financial highlights (see page 2 of the prospectus) for each
of the years in the
ten-year period ended July 31, 1995. These financial
statements and financial
highlights are the responsibility of the Trust's management.
Our responsibility
is to express an opinion on these financial statements and
financial highlights
based on our audits.
We conducted our audits in accordance with generally
accepted auditing
standards. Those standards require that we plan and perform
the 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 July 31,
1995, by correspondence with the custodian. An audit
includes assessing the
accounting principles used and significant estimates made by
management, as well
as evaluating the overall financial statement presentation.
We believe 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 financial position of
Automated Government
Money Trust as of July 31, 1995, the results of its
operations, the changes in
its net assets, and its financial highlights for the
respective stated periods
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
September 15, 1995
ADDRESSES
- ------------------------------------------------------------
- --------------------
<TABLE>
<S> <C>
<C>
Automated Government Money Trust
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------
- ------------------------------------
Distributor
Federated Securities Corp.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------
- ------------------------------------
Investment Adviser
Federated Management
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
- ------------------------------------------------------------
- ------------------------------------
Custodian
State Street Bank and Trust
P.O. Box 8600
Company
Boston, Massachusetts 02266-8600
- ------------------------------------------------------------
- ------------------------------------
Transfer Agent and Dividend Disbursing Agent
Federated Services Company
P.O. Box 8600
Boston, Massachusetts 02266-8600
- ------------------------------------------------------------
- ------------------------------------
Independent Auditors
Deloitte & Touche LLP
2500 One PPG Place
Pittsburgh, Pennsylvania 15222-5401
- ------------------------------------------------------------
- ------------------------------------
</TABLE>
- ------------------------------------------------------------
- --------------------
- ------------------------------------------------------------
- --------------------
AUTOMATED GOVERNMENT
MONEY TRUST
PROSPECTUS
An Open-End,
Diversified, Management
Investment Company
Prospectus dated
September 30, 1995
FEDERATED SECURITIES CORP.
(LOGO)
- ---------------------------------------
Distributor
A subsidiary of FEDERATED INVESTORS
FEDERATED INVESTORS TOWER
PITTSBURGH, PA 15222-3779
CUSIP 052831104
8082201A (9/95)
Automated Government Money Trust
Statement of Additional Information
This Statement of Additional Information should be read
with the prospectus of Automated Government Money Trust
(the "Trust") dated September 30, 1995. This Statement
is not a prospectus. To receive a copy of a prospectus,
write or call the Trust.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Statement dated September 30, 1995
Federated Securities
Corp.
Distributor
A subsidiary of Federated Investors
Investment Policies 1 Investment Advisory Services 9
When-Issued And Delayed Investment Adviser 9
Delivery Transactions 1 Advisory Fees 9
Repurchase Agreements 1 State Expense Limitations 9
Reverse Repurchase Agreements 1 Trust Administration 9
Investment Limitations 1 Shareholder Services Agreement 9
Selling Short and Buying on Determining Net Asset Value 10
Margin 1 Redemption in Kind 10
Borrowing Money 1 The Trust's Tax Status 10
Pledging Assets 1 Performance Information 10
Lending Cash or Securities 2 Yield 11
Issuing Senior Securities 2 Effective Yield 11
Investing in Restricted Total Return 11
Securities 2 Performance Comparisons 11
Investing in Illiquid About Federated Investors 11
Securities 2 Mutual Fund Market 12
Investing in Securities of Institutional 12
Other Investment Companies 2 Trust Organization 12
Investing in New Issuers 2 Broker/dealers and bank broker
Investing for Control 2 /dealer 12
Investing in Issuers Whose subsidiaries
Securities Are Owned by
Officers of the Trust 2
Investing in Options 2
Investing in Minerals 2
Brokerage Transactions 2
Automated Government Money Trust
Management 3
The Funds 7
Share Ownership 7
Trustee Compensation 8
Trustee Liability 8
Investment Policies
Unless indicated otherwise, the policies described below may
not be changed by the Board of Trustees without shareholder
approval. Shareholders will be notified before any material
change in these policies becomes effective.
When-Issued and Delayed Delivery Transactions
These transactions are made to secure what is considered to
be an advantageous price or yield for the Trust. No fees or
other expenses, other than normal transaction costs, are
incurred. However, liquid assets of the Trust sufficient to
make payment for the U.S. Treasury securities to be
purchased are segregated on the Trust's records at the trade
date. These assets are marked to market daily and are
maintained until the transaction has been settled. As a
matter of operational policy, which may be changed without
shareholder approval the Trust does not intend to engage in
when-issued and delayed delivery transactions to an extent
that would cause the segregation of more than 20% of the
total value of its assets.
Repurchase Agreements
The Trust or its custodian will take possession of the
securities subject to repurchase agreements, and these
securities will be marked to market daily. In the event
that a defaulting seller filed for bankruptcy or became
insolvent, disposition of such securities by the Trust might
be delayed pending court action. The Trust believes that
under the regular procedures normally in effect for custody
of the Trust's portfolio securities subject to repurchase
agreements, a court of competent jurisdiction would rule in
favor of the Trust and allow retention or disposition of
such securities. The Trust will only enter into repurchase
agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by
the Trust's adviser to be creditworthy pursuant to
guidelines established by the Trustees.
Reverse Repurchase Agreements
The Trust may also enter into reverse repurchase
agreements. These transactions are similar to borrowing
cash. In a reverse repurchase agreement, the Trust
transfers possession of a portfolio instrument in return for
a percentage of the instrument's market value in cash and
agrees that on a stipulated date in the future the Trust
will repurchase the portfolio instrument by remitting the
original consideration plus interest at an agreed upon rate.
The use of reverse repurchase agreements may enable the
Trust to avoid selling portfolio instruments at a time when
a sale may be deemed to be disadvantageous, but does not
ensure this result. When effecting reverse repurchase
agreements, liquid assets of the Trust, in a dollar amount
sufficient to make payment for the obligations to be
purchased, are: segregated on the Trust's records at the
trade date; marked to market daily; and maintained until the
transaction is settled.
Investment Limitations
Selling Short and Buying on Margin
The Trust will not purchase any portfolio instruments on
margin or sell any portfolio instruments short but it may
obtain such short-term credits as may be necessary for
clearance of purchases and sales of money market
instruments.
Borrowing Money
The Trust will not borrow money except as a temporary
measure for extraordinary or emergency purposes and then
only in amounts not in excess of 5% of the value of its
total assets. In addition, the Trust may enter into reverse
repurchase agreements and otherwise borrow up to one-third
of the value of its total assets, including the amount
borrowed, in order to meet redemption requests without
immediately selling portfolio instruments. This latter
practice is not for investment leverage but solely to
facilitate management of the portfolio by enabling the Trust
to meet redemption requests when the liquidation of
portfolio instruments would be inconvenient or
disadvantageous.
Interest paid on borrowed funds will not be available for
investment. The Trust will liquidate any such borrowings as
soon as possible and may not purchase any portfolio
instruments while any borrowings are outstanding.
Pledging Assets
The Trust will not mortgage, pledge, or hypothecate any
assets except to secure permitted borrowings. In those
cases, it may mortgage, pledge, or hypothecate assets having
a market value not exceeding the lesser of the dollar
amounts borrowed or 10% of the value of Trust assets at the
time of the borrowing.
Lending Cash or Securities
The Trust will not lend any of its assets, except that it
may purchase or hold U.S. Government obligations, including
repurchase agreements, permitted by its investment
objective and policies.
Issuing Senior Securities
The Trust will not issue senior securities, except as
permitted by the investment objective and policies.
The above limitations cannot be changed without shareholder
approval. The following investment limitations, however,
may be changed by the Trustees without shareholder approval.
Shareholders will be notified before any material change in
these limitations becomes effective.
Investing in Restricted Securities
The Trust will not invest in securities subject to
restrictions on resale under federal securities law.
Investing in Illiquid Securities
The Trust will not invest more than 10% of the value of its
net assets in illiquid securities.
Investing in Securities of Other Investment Companies
The Trust will not purchase securities of other investment
companies, except as part of a merger, consolidation, or
other acquisition.
Investing in New Issuers
The Trust will not invest more than 5% of the value of its
total assets in securities of issuers which have records of
less than three years of continuous operations, including
the operation of any predecessor.
Investing for Control
The Trust will not invest in securities of a company for the
purpose of exercising control or management.
Investing in Issuers Whose Securities Are Owned by Officers
of the Trust
The Trust will not purchase or retain the securities of any
issuer if the Officers and Trustees of the Trust or its
investment adviser owning individually more than .50 of 1%
of the issuer's securities together own more than 5% of the
issuer's securities.
Investing in Options
The Trust will not invest in puts, calls, straddles,
spreads, or any combination of them.
Investing in Minerals
The Trust will not purchase or sell interests in oil, gas,
or other mineral exploration or development programs or
leases, although it may purchase the securities of issuers
which invest in or sponsor such programs.
For purposes of the above limitations, the Trust considers
certificates of deposit and demand and time deposits issued
by a U.S. branch of a domestic bank or savings and loan
having capital, surplus, and undivided profits in excess of
$100,000,000 at the time of investment to be "cash items."
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any change
in value or net assets will not result in a violation of
such limitation.
Except with respect to borrowing money, if a percentage
limitation is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any change
in value or net assets will not result in a violation of
such limitation.
The Trust did not borrow money or pledge securities in
excess of 5% of the value of its net assets during the last
fiscal year and has no present intent to do so during the
coming fiscal year.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase
and sale of portfolio instruments, the adviser looks for
prompt execution of the order at a favorable price. In
working with dealers, the adviser will generally use those
who are recognized dealers in specific portfolio
instruments, except when a better price and execution of the
order can be obtained elsewhere. The adviser makes
decisions on portfolio transactions and selects brokers and
dealers subject to guidelines established by the Board of
Trustees. The adviser may select brokers and dealers who
offer brokerage and research services. These services may
be furnished directly to the Trust or to the adviser and may
include: advice as to the advisability of investing in
securities; security analysis and reports; economic studies;
industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services
provided by brokers and dealers may be used by the adviser
or its affiliates in advising the Trust and other accounts.
To the extent that receipt of these services may supplant
services for which the adviser or its affiliates might
otherwise have paid, it would tend to reduce their expenses.
The adviser and its affiliates exercise reasonable business
judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They
determine in good faith that commissions charged by such
persons are reasonable in relationship to the value of the
brokerage and research services provided. During the fiscal
years ended July 31, 1995, 1994, and ^ 1993, the Trust paid
no brokerage commissions.
Although investment decisions for the Trust are made
independently from those of the other accounts managed by
the adviser, investments of the type the Trust may make may
also be made by those other accounts. When the Trust and
one or more other accounts managed by the adviser are
prepared to invest in, or desire to dispose of, the same
security, available investments or opportunities for sales
will be allocated in a manner believed by the adviser to be
equitable to each. In some cases, this procedure may
adversely affect the price paid or received by the Trust or
the size of the position obtained or disposed of by the
Trust. In other cases, however, it is believed that
coordination and the ability to participate in volume
transactions will be to the benefit of the Trust.
Automated Government Money Trust Management
Officers and Trustees are listed with their addresses,
present positions with Automated Government Money Trust, and
principal occupations.
John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated
Advisers, Federated Management, and Federated Research;
Chairman and Director, Federated Research Corp.; Chairman,
Passport Research, Ltd.; Chief Executive Officer and
Director, Trustee, or Managing General Partner of the Funds.
Mr. Donahue is the father of J. Christopher Donahue, Vice
President of the Trust.
Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Director, Oberg Manufacturing Co.; Chairman of the Board,
Children's Hospital of Pittsburgh; Director, Trustee, or
Managing General Partner of the Funds; formerly, Senior
Partner, Ernst & Young LLP.
John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-
President, John R. Wood and Associates, Inc., Realtors;
President, Northgate Village Development Corporation;
Partner or Trustee in private real estate ventures in
Southwest Florida; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, Naples Property
Management, Inc.
William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael
Baker, Inc.; Director, Trustee, or Managing General Partner
of the Funds; formerly, Vice Chairman and Director, PNC
Bank, N.A., and PNC Bank Corp. and Director, Ryan Homes,
Inc.
James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.;
Director, Trustee, or Managing General Partner of the Funds.
Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine and Member, Board of Trustees,
University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center Downtown; Member, Board of
Directors, University of Pittsburgh Medical Center;
formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director, Trustee, or
Managing General Partner of the Funds.
Edward L. Flaherty, Jr.@
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center Suite 674
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney-at-law; Shareholder, Henny, Kochuba, Meyer and
Flaherty; Director, Eat'N Park Restaurants, Inc., and
Statewide Settlement Agency, Inc.; Director, Trustee, or
Managing General Partner of the Funds; formerly, Counsel,
Horizon Financial, F.A., Western Region.
Peter E. Madden
70 Westcliff Road
Westin, MA
Birthdate: March 16, 1942
Trustee
Consultant; State Representative, Commonwealth of
Massachusetts; Director, Trustee, or Managing General
Partner of the Funds; formerly, President, State Street Bank
and Trust Company and State Street Boston Corporation.
Gregor F. Meyer
Henny, Kochuba, Meyer and Flaherty
Two Gateway Center Suite 674
Pittsburgh, PA
Birthdate: October 6, 1926
Trustee
Attorney-at-law; Partner, Henny, Kochuba, Meyer and
Flaherty; Chairman, Meritcare, Inc.; Director, Eat'N Park
Restaurants, Inc.; Director, Trustee, or Managing General
Partner of the Funds.
John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting
Partner, Mollica, Murray and Hogue; Director, Trustee or
Managing General Partner of the Funds.
Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, International Politics and Management Consultant;
Trustee, Carnegie Endowment for International Peace, RAND
Corporation, Online Computer Library Center, Inc., and U.S.
Space Foundation; Chairman, Czecho Management Center;
Director, Trustee, or Managing General Partner of the Funds;
President Emeritus, University of Pittsburgh; founding
Chairman, National Advisory Council for Environmental Policy
and Technology and Federal Emergency Management Advisory
Board.
Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Public relations/marketing consultant; Conference
Coordinator, Non-profit entities; Director, Trustee, or
Managing General Partner of the Funds.
Glen R. Johnson
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 2, 1929
President
Trustee, Federated Investors; President and/or Trustee of
some of the Funds; staff member, Federated Securities Corp.
and Federated Administrative Services.
J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated
Advisers, Federated Management, and Federated Research;
President and Director, Federated Research Corp.; President,
Passport Research, Ltd.; Trustee, Federated Administrative
Services, Federated Services Company, and Federated
Shareholder Services; President or Executive Vice President
of the Funds; Director, Trustee, or Managing General Partner
of some of the Funds. Mr. Donahue is the son of John F.
Donahue, Chairman and Trustee of the Trust.
Edward C. Gonzales
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
Executive Vice President
Vice President, Treasurer, and Trustee, Federated Investors;
Vice President and Treasurer, Federated Advisers, Federated
Management, Federated Research, Federated Research Corp.,
and Passport Research, Ltd.; Executive Vice President,
Treasurer, and Director, Federated Securities Corp.;
Trustee, Federated Services Company and Federated
Shareholder Services; Chairman, Treasurer, and Trustee,
Federated Administrative Services; Trustee or Director of
some of the Funds; Executive Vice President and Treasurer of
the Funds.
Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors;
Director, Federated Research Corp.; Chairman and Director,
Federated Securities Corp.; President or Vice President of
some of the Funds; Director or Trustee of some of the Funds.
David M. Taylor *
Federated Investors Tower
Pittsburgh, PA
Birthdate: January 13, 1947
Treasurer
Senior Vice President, Controller, and Trustee, Federated
Investors; Controller, Federated Advisers, Federated
Management, Federated Research, Federated Research Corp.,
and Passport Research, Ltd.; Senior Vice President,
Federated Shareholder Services; Senior Vice President,
Federated Administrative Services; Treasurer of the Funds.
* This Trustee is deemed to be an "interested person"
as defined in the Investment Company Act of 1940, as
amended.
@ Member of the Executive Committee. The Executive
Committee of the Board of Trustees handles the
responsibilities of the Board of Trustees between
meetings of the Board.
The Funds
As referred to in the list of Trustees and Officers, "Funds"
include the following investment companies:
American Leaders Fund, Inc.; Annuity Management Series;
Arrow Funds; Automated Government Money Trust; Cash Trust
Series II; Cash Trust Series, Inc.; DG Investor Series;
Edward D. Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Exchange Fund, Ltd.; Federated GNMA
Trust; Federated Government Trust; Federated Growth Trust;
Federated High Yield Trust; Federated Income Securities
Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Master Trust;
Federated Municipal Trust; ^ Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust;
Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond
Fund; Federated U.S. Government Securities Fund: 1-3 Years;
Federated U.S. Government Securities Fund: 3-5 Years; First
Priority Funds; Fixed Income Securities, Inc.; Fortress
Adjustable Rate U.S. Government Fund, Inc.; Fortress
Municipal Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fund for U.S. Government Securities, Inc.; Government Income
Securities, Inc.; High Yield Cash Trust; Insurance
Management Series; Intermediate Municipal Trust;
International Series, Inc.; Investment Series Funds, Inc.;
Investment Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty Municipal
Securities Fund, Inc.; Liberty U.S. Government Money Market
Trust; Liberty Term Trust, Inc. - 1999; Liberty Utility
Fund, Inc.; Liquid Cash Trust; Managed Series Trust; ^ Money
Market Management, Inc.; Money Market Obligations Trust;
Money Market Trust; Municipal Securities Income Trust; ^
Newpoint Funds; 111 Corcoran Funds; Peachtree Funds; The
Planters Funds; RIMCO Monument Funds; The Shawmut Funds;
Star Funds; The Starburst Funds; The Starburst Funds II;
Stock and Bond Fund, Inc.; Sunburst Funds; Targeted Duration
Trust; Tax-Free Instruments Trust; ^Trust for Financial
Institutions; Trust For Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; World Investment
Series, Inc.
Share Ownership
Officers and Trustees as a group own less than 1% of the
Trust's outstanding shares.
As of September 7, 1995, the following shareholders of
record owned 5% or more of the outstanding shares of the
Trust: BOVA & Co., Richmond, Virginia, owned approximately
144,091,203.47 shares (5.96%).
Trustees Compensation
AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM TOTAL COMPENSATION PAID
TRUST TRUST* FROM FUND COMPLEX +
John F. Donahue $ 0_____ $0 for the Trust and 68 other investment
companies in the Fund Complex
Thomas G. Bigley $ 2,708_____ $0 for the Trust and 49 other
investment
companies in the Fund Complex
John T. Conroy, Jr. $ 3,580____ $117,202 for the Trust and
64 other investment
companies in the Fund Complex
William J. Copeland $ 3,580____ $117,202 for the Trust and
64 other investment
companies in the Fund Complex
James E. Dowd $ 3,580____ $117,202 for the Trust and 64 other
investment
companies in the Fund Complex
Lawrence D. Ellis, M.D. $ 3,294_____ $106,460 for the Trust and
64 other investment
companies in the Fund Complex
Edward L. Flaherty, Jr. $ 3,580_____ $117,202 for the Trust and
64 other investment
companies in the Fund Complex
Peter E. Madden $ 2,762_____ $90,563 for the Trust and 64 other
investment
companies in the Fund Complex
Gregor F. Meyer $ 3,294_____ $106,460 for the Trust and 64 other
investment
companies in the Fund Complex
John E. Murray, Jr. $ 1,822_____ $0 for the Trust and 68
other investment
companies in the Fund Complex
Wesley W. Posvar $ 3,294_____ $106,460 for the Trust and 64 other
investment
companies in the Fund Complex
Marjorie P. Smuts $ 3,294_____ $106,460 for the Trust and
64 other investment
companies in the Fund Complex
*Information is furnished for the fiscal year ended July 31,
1995.
+The information is provided for the last calendar year.
Trustee Liability
The Declaration of Trust provides that the Trustees will not
be liable for errors of judgment or mistakes of fact or law.
However, they are not protected against any liability to
which they would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their
office.
Investment Advisory Services
Investment Adviser
The Trust's investment adviser is Federated Management. It
is a subsidiary of Federated Investors. All the voting
securities of Federated Investors are owned by a trust, the
trustees of which are John F. Donahue, his wife and his son,
J. Christopher Donahue.
The adviser shall not be liable to the Trust or any
shareholder for any losses that may be sustained in the
purchase, holding, or sale of any security or for anything
done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its
contract with the Trust.
Advisory Fees
For its advisory services, Federated Management receives an
annual investment advisory fee as described in the
prospectus. For the fiscal years ended July 31, 1995, 1994,
and 1993, the adviser earned $12,724,212, $14,983,300, and
$17,405,951, respectively, of which $7,030,951, $1,870,206,
and $142,202, respectively, were waived.
State Expense Limitations
The adviser has undertaken to comply with the expense
limitations established by certain states for investment
companies whose shares are registered for sale in those
states. If the Trust's normal operating expenses
(including the investment advisory fee, but not
including brokerage commissions, interest, taxes, and
extraordinary expenses) exceed 2-1/2% per year of the
first $30 million of average net assets, 2% per year of
the next $70 million of average net assets, and 1-1/2%
per year of the remaining average net assets, the
adviser will reimburse the Trust for its expenses over
the limitation.
If the Trust's monthly projected operating expenses exceed
this limitation, the investment advisory fee paid will be
reduced by the amount of the excess, subject to an annual
adjustment. If the expense limitation is exceeded, the
amount to be reimbursed by the adviser will be limited, in
any single fiscal year, by the amount of the investment
advisory fees.
This arrangement is not part of the advisory contract and
may be amended or rescinded in the future.
Trust Administration
Federated Administrative Services, a subsidiary of Federated
Investors, provides administrative personnel and services to
the Trust for a fee as described in the prospectus. Prior
to March 1, 1994, Federated Administrative Services, Inc.,
also a subsidiary of Federated Investors, served as the
Trust's Administrator. (For purposes of this Statement of
Additional Information, Federated Administrative Services
and Federated Administrative Services, Inc. may hereinafter
collectively be referred to as the "Administrators"). For
the fiscal years ended July 31, 1995, 1994, and 1993, the
Administrators earned $1,926,446, $1,634,269, and
$1,190,166, respectively. Dr. Henry J. Gailliot, an officer
of Federated Management, the adviser to the Trust, holds
approximately 20% of the outstanding common stock and serves
as a director of Commercial Data Services, Inc., a company
which provides computer processing services to Federated
Administrative Services.
Shareholder Services Agreement
This arrangement permits the payment of fees to Federated
Shareholder Services and financial institutions to cause
services to be provided which are necessary for the
maintenance of shareholder accounts and to encourage
personal services to shareholders by a representative who
has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but
are not limited to: providing office space, equipment,
telephone facilities, and various clerical, supervisory,
computer, and other personnel as necessary or beneficial to
establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and
automatic investments of client account cash balances;
answering routine client inquiries; and assisting clients in
changing dividend options, account designations, and
addresses. By adopting the Shareholder Services
Agreement, the Board of Trustees expects that the Trust will
benefit by: (1) providing personal services to shareholders;
(2) investing shareholder assets with a minimum of delay and
administrative detail; (3) enhancing shareholder
recordkeeping systems; and (4) responding promptly to
shareholders requests and inquiries concerning their
accounts. For the fiscal period ending July 31, 1995, the
Trust incurred shareholder service fees in the amount of
$6,362,106, all of which was paid to financial institutions.
Custodian and Portfolio Recordkeeper. State Street Bank
and Trust Company, Boston, MA, is custodian for the
securities and cash of the Trust. Federated Services
Company, Pittsburgh, PA, provides certain accounting and
recordkeeping services with respect to the Trust's portfolio
investments.
Transfer Agent. As transfer agent, Federated Services
Company maintains all necessary shareholder records. For
its services, the transfer agent receives a fee based on the
number of shareholder accounts.
Determining Net Asset Value
The Trustees have decided that the best method for
determining the value of portfolio instruments is amortized
cost. Under this method, portfolio instruments are valued at
the acquisition cost as adjusted for amortization of premium
or accumulation of discount rather than at current market
value. Accordingly, neither the amount of daily income nor
the net asset value is affected by any unrealized
appreciation or depreciation of the portfolio. In periods of
declining interest rates, the indicated daily yield on
shares of the Trust computed by dividing the annualized
daily income on the Trust's portfolio by the net asset value
computed as above may tend to be higher than a similar
computation made by using a method of valuation based upon
market prices and estimates. In periods of rising interest
rates, the opposite may be true.
The Trust's use of the amortized cost method of valuing
portfolio instruments depends on its compliance with certain
conditions in Rule 2a-7 (the "Rule") promulgated by the
Securities and Exchange Commission under the Investment
Company Act of 1940. Under the Rule, the Trustees must
establish procedures reasonably designed to stabilize the
net asset value per share, as computed for purposes of
distribution and redemption, at $1.00 per share, taking into
account current market conditions and the Trust's investment
objective. The procedures include monitoring the
relationship between the amortized cost value per share and
the net asset value per share based upon available
indications of market value. The Trustees will decide what,
if any, steps should be taken if there is a difference of
more than 0.5 of 1% between the two values. The Trustees
will take any steps they consider appropriate (such as
redemption in kind or shortening the average portfolio
maturity) to minimize any material dilution or other unfair
results arising from differences between the two methods of
determining net asset value.
Redemption in Kind
The Trust is obligated to redeem shares solely in cash up to
$250,000 or 1% of the Trust's net asset value, whichever is
less, for any one shareholder within a 90-day period. Any
redemption beyond this amount will also be in cash unless
the Trustees determine that further payments should be in
kind. In such cases, the Trust will pay all or a portion of
the remainder of the redemption in portfolio instruments
valued in the same way as the Trust determines net asset
value. The portfolio instruments will be selected in a
manner that the Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption.
If redemption is made in kind, shareholders who sell these
securities could receive less than the redemption value and
could incur certain transaction costs.
The Trust's Tax Status
To qualify for the special tax treatment afforded to
regulated investment companies, the Trust must, among other
requirements: derive at least 90% of its gross income from
dividends, interest, and gains from the sale of securities;
derive less than 30% of its gross income from the sale of
securities held less than three months; invest in securities
within certain statutory limits; and distribute to its
shareholders at least 90% of its net income earned during
the year.
Performance Information
Performance depends upon such variables as: portfolio
quality; average portfolio maturity; type of instruments in
which the portfolio is invested; changes in interest rates;
changes in expenses; and the relative amount of cash flow.
To the extent that financial institutions and broker/dealers
charge fees in connection with services provided in
conjunction with an investment in shares of the Trust, the
performance will be reduced for those shareholders paying
those fees.
Yield
The yield is calculated based upon the seven days ending
on the day of the calculation, called the "base period."
This yield is computed by: determining the net change in the
value of a hypothetical account with a balance of one share
at the beginning of the base period, with the net change
excluding capital changes but including the value of any
additional shares purchased with dividends earned from the
original one share and all dividends declared on the
original and any purchased shares; dividing the net change
in the account's value by the value of the account at the
beginning of the base period to determine the base period
return; and multiplying the base period return by 365/7.
The Trust's yield for the seven-day period ended July 31,
1995, was 5.33%.
Effective Yield
The effective yield is calculated by compounding the
unannualized base period return by: adding 1 to the base
period return; raising the sum to the 365/7th power; and
subtracting 1 from the result.
The Trust's effective yield for the seven-day period ended
July 31, 1995, was 5.47%.
Total Return
Average annual total return is the average compounded rate
of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that
investment. The ending redeemable value is computed by
multiplying the number of shares owned at the end of the
period by the net asset value per share at the end of the
period. The number of shares owned at the end of the period
is based on the number of shares purchased at the beginning
of the period with $1,000, adjusted over the period by any
additional shares, assuming the monthly reinvestment of all
dividends and distributions.
The Trust's average annual total returns for the one- ,five-
, and ten-year periods ended July 31, 1995 were 5.10%,
4.37%, and 5.79%, respectively.
Performance Comparisons
Investors may use financial publications and/or indices to
obtain a more complete view of the Trust's performance. When
comparing performance, investors should consider all
relevant factors such as the composition of any index used,
prevailing market conditions, portfolio compositions of
other funds, and methods used to value portfolio securities
and compute offering price. The financial publications
and/or indices which the Trust uses in advertising may
include:
Lipper Analytical Services, Inc., ranks funds in various
fund categories based on total return, which assumes the
reinvestment of all income dividends and capital gains
distributions, if any.
Donoghue's Money Fund Report publishes annualized yields of
money market funds weekly. Donoghue's Money Market Insight
publication reports monthly and 12-month-to-date investment
results for the same money funds.
Money, a monthly magazine, regularly ranks money market
funds in various categories based on the latest available
seven-day effective yield.
Salomon 30-Day Treasury Bill Index is a weekly quote of the
most representative yields for selected securities, issued
by the U.S. Treasury, maturing in 30 days.
About Federated Investors
Federated is dedicated to meeting investor needs which is
reflected in its investment decision making-structured,
straightforward, and consistent. This has resulted in a
history of competitive performance with a range of
competitive investment products that have gained the
confidence of thousands of clients and their customers.
The company's disciplined security selection process is
firmly rooted in sound methodologies backed by fundamental
and technical research. Investment decisions are made and
executed by teams of portfolio managers, analysts, and
traders dedicated to specific market sectors.
In the money market sector, Federated gained prominence in
the mutual fund industry in 1974 with the creation of the
first institutional money market fund. Simultaneously, the
company pioneered the use of the amortized cost method of
accounting for valuing shares of money market funds, a
principal means used by money managers today to value money
market fund shares. Other innovations include the first
institutional tax-free money market fund. As of December
31, 1994, Federated managed more than $31 billion in assets
across approximately 43 money market funds, including 17
government, 8 prime, and 18 municipal with assets
approximating $17 billion, $7.4 billion, and $6.6 billion,
respectively.
J. Thomas Madden, Executive Vice President, oversees
Federated's equity and high yield corporate bond management
while William D. Dawson, Executive Vice President, oversees
Federated's domestic fixed income management. Henry A.
Frantzen, Executive Vice President, oversees the management
of Federated's international portfolios.
Mutual Fund Market
Twenty-seven percent of American households are pursuing
their financial goals through mutual funds. These investors,
as well as businesses and institutions, have entrusted over
$2 trillion to the more than 5,500 funds available.*
Federated Investors, through its subsidiaries, distributes
mutual funds for a variety of investment applications.
Specific markets include:
Institutional
Federated meets the needs of more than 4,000 institutional
clients nationwide by managing and servicing separate
accounts and mutual funds for a variety of applications,
including defined benefit and defined contribution programs,
cash management, and asset/liability management.
Institutional clients include corporations, pension funds,
tax-exempt entities, foundations/endowments, insurance
companies, and investment and financial advisors. The
marketing effort to these institutional clients is headed
by John B. Fisher, President, Institutional Sales Division.
Trust Organizations
Other institutional clients include close relationships with
more than 1,500 banks and trust organizations. Virtually
all of the trust divisions of the top 100 bank holding
companies use Federated funds in their clients' portfolios.
The marketing effort to trust clients is headed by Mark R.
Gensheimer, Executive Vice President, Bank Marketing &
Sales.
Broker/dealers and bank broker/dealer subsidiaries
Federated mutual funds are available to consumers through
major brokerage firms nationwide--including 200 New York
Stock Exchange firms--supported by more wholesalers than any
other mutual fund distributor. The marketing effort to
these firms is headed by James F. Getz, President,
Broker/Dealer Division.
* Source: Investment Company Institute
CUSIP 052831104
8082201B(9/95)
PART C. OTHER INFORMATION.
Item 24. Financial Statements and
Exhibits:
(a) Financial Statements
(filed in Part A)
(b) Exhibits:
(1) Conformed copy of the
Declaration of Trust of the Registrant;+
(2) (i) Copy of the By-Laws
of the Registrant as amended;+
(ii) Copy of Amendment
No. 1 to the By-Laws;+
(iii) Copy of
Amendment No. 2 to the By-Laws;+
(iv) Copy of Amendment
No. 3 to By-Laws;+
(3) Not applicable;
(4) Copy of Specimen
Certificate of Shares of Beneficial Interest
of the Registrant; (1)
(5) Conformed copy of the
Investment Advisory Contract;(8)
(6) (i) Conformed copy of the
Administrative Support and Distributors
Contract; (8)
(ii) The Registrant
incorporates the conformed copy of the
specimen Mutual Funds Sales and Service
Agreement; Mutual Funds Service Agreement;
and Plan Trustee/ Mutual Funds Service
Agreement from Item 24(b)(6) of the Cash
Trust Series II Registration Statement
filed with theCommission on July 24,
1995. (File Number 33-38550 and 811-6269);
(7) Not applicable;
(8) Conformed copy of the
Custodian Agreement; +
(9)(i) Conformed copy of
the Agreement for Fund Accounting,
Shareholder Recordkeeping, and Custody
Services Procurement; +
(ii) Conformed copy of
the Administrative Services Agreement;
+
(iii) Conformed copy
of the Shareholder Services Agreement;
+
(iv) The response and
exhibits described in Item 24(b)(6) are
hereby incorporated by reference;
(10) Not applicable;
(11) Consent of Independent
Auditors; (+)
(12) Not applicable;
(13) Conformed copy of Initial
Capital Understanding; (2)
(14) Not applicable;
(15) Not applicable;
(16) Schedule for Computation of
Fund Performance Yield Calculation; (7)
(17) Financial Data Schedule; +
(18) Not applicable;
(19) Power of Attorney; +.
+ All exhibits have been filed electronically.
1. Response is incorporated by reference to Registrant's
Initial Registration Statement on Form N-1 filed May 28,
1982. (File No.2-77822)
2. Response is incorporated by reference to Registrant's Pre-
Effective Amendment No. 2 on Form N-1 filed July 2, 1982.
(File No. 2-77822)
7. Response is incorporated by reference to Registrant's Post-
Effective Amendment No.12 on Form N-1A filed September 22,
1988. (FileNo.2-77822)
8. Response is incorporated by reference to Registrant's Post-
Effective AmendmentNo.13 on Form N-1A filed September22,
1989. (File No.2-77822)
Item 25. Persons Controlled by or Under
Common Control with
Registrant:
None
Item 26. Number of Holders of
Securities:
Number of
Record Holders
Title of Class as of September 7, 1995
Shares of Beneficial Interest
(no par value) 9,617
Item 27. Indemnification: (1).
Item 28. Business and Other Connections
of Investment Adviser:
(a) For a description of the other business of
the investment adviser, see the section entitled
"Trust Information - Management of the Trust" in
Part A. The affiliations with the Registrant of
four of the Trustees and one of the Officers of the
investment adviser are included in Part B of this
Registration Statement under "Automated Government
Money Trust Management - Officers and Trustees."
The remaining Trustee of the investment adviser,
his position with the investment adviser, and, in
parentheses, his principal occupation is: Mark D.
Olson, (Partner, Wilson, Halbrook & Bayard,) 107 W.
Market Street, Georgetown, DE 19947.
The remaining Officers of the investment
adviser are: William D. Dawson, III, Henry A.
Frantzen, J. Thomas Madden, Mark L. Mallon,
Executive Vice President; Henry J. Gailliot, Senior
Vice President-Economist; Peter R. Anderson, Drew
J. Collins, Jonathan C. Conley, J. Alan Minteer,
Senior Vice Presidents; J. Scott Albrecht, Joseph
M. Balestrino, Randall S. Bauer, David A.Briggs,
Kenneth J. Cody, Deborah A. Cunningham, Michael P.
Donnelly, Mark E. Durbiano, Kathleen M. Foody-
Malus, Thomas M. Franks, Edward C. Gonzales,
Stephen A. Keen, Mark S. Kopinski, Jeff A.
Kozemchak, Marian R. Marinack, Susan M. Nason, Mary
Jo Ochson, Robert J. Ostrowski, Frederick L.
Plautz, Jr., Charles A. Ritter, James D. Roberge,
Frank Semack, Sandra L. Weber, Christopher H.
Wiles, Vice Presidents, Thomas R. Donahue,
Treasurer, and Stephen A. Keen, Secretary. The
business address of each of the Officers of the
Federated Research Division of the investment
adviser is Federated Investors Tower, Pittsburgh,
PA 15222-3779. These individuals are also officers
of a majority of the investment advisers to the
Funds listed in Part B of this Registration
Statement under "The Funds."
1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1 filed May 28, 1982. (File
No. 2-77822)
Item 29. Principal Underwriters:
(a) Federated Securities Corp., the Distributor
for shares of the Registrant, also acts as
principal underwriter for the following open-end
investment companies: Alexander Hamilton Funds;
American Leaders Fund, Inc.; Annuity Management
Series; Arrow Funds; Automated Government Money
Trust; BayFunds; The Biltmore Funds; The Biltmore
Municipal Funds; Blanchard Funds; Blanchard
Precious Metals, Inc.; Cash Trust Series, Inc.;
Cash Trust Series II; DG Investor Series; Edward D.
Jones & Co. Daily Passport Cash Trust; Federated
ARMs Fund; Federated Equity Funds; Federated
Exchange Fund, Ltd.; Federated GNMA Trust;
Federated Government Trust; Federated High Yield
Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated
Institutional Trust; Federated Master Trust;
Federated Municipal Trust; Federated Short-Term
Municipal Trust; Federated Short-Term U.S.
Government Trust; Federated Stock Trust; Federated
Tax-Free Trust; Federated Total Return Series,
Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3
Years; Federated U.S.Government Securities Fund: 3-
5 Years;First Priority Funds; First Union Funds;
Fixed Income Securities, Inc.; Fortress Adjustable
Rate U.S. Government Fund, Inc.; Fortress Municipal
Income Fund, Inc.; Fortress Utility Fund, Inc.;
Fountain Square Funds; Fund for U.S. Government
Securities, Inc.; Government Income Securities,
Inc.; High Yield Cash Trust; Independence One
Mutual Funds; Insurance Management Series;
Intermediate Municipal Trust; International Series
Inc.; Investment Series Funds, Inc.; Investment
Series Trust; Liberty Equity Income Fund, Inc.;
Liberty High Income Bond Fund, Inc.; Liberty
Municipal Securities Fund, Inc.; Liberty U.S.
Government Money Market Trust; Liberty Utility
Fund, Inc.; Liquid Cash Trust; Managed Series
Trust; Marshall Funds, Inc.; Money Market
Management, Inc.; Money Market Obligations Trust;
Money Market Trust; The Monitor Funds; Municipal
Securities Income Trust; Newpoint Funds; 111
Corcoran Funds; Peachtree Funds; The Planters
Funds; RIMCO Monument Funds; The Shawmut Funds;
SouthTrust Vulcan Funds; Star Funds; The Starburst
Funds; The Starburst Funds II; Stock and Bond Fund,
Inc.; Sunburst Funds; Targeted Duration Trust; Tax-
Free Instruments Trust; Tower Mutual Funds;
Trademark Funds; Trust for Financial Institutions;
Trust for Government Cash Reserves; Trust for Short-
Term U.S. Government Securities; Trust for U.S.
Treasury Obligations; The Virtus Funds; Vision
Fiduciary Funds, Inc.; Vision Group of Funds, Inc.;
and World Investment Series, Inc.
Federated Securities Corp. also acts as
principal underwriter for the following closed-end
investment company: Liberty Term Trust, Inc.-
1999.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and
Offices
Business Address With Underwriter With
Registrant
Richard B. Fisher Director, Chairman, Chief Vice
President Federated Investors Tower Executive
Officer, Chief
Pittsburgh, PA 15222-3779 Operating Officer, Asst.
Secretary, and Asst.
Treasurer, Federated
Securities Corp.
Edward C. Gonzales Director, Executive Vice Executive
Vice
Federated Investors Tower President, Federated, President
Pittsburgh, PA 15222-3779 Securities Corp.
John W. McGonigle Director, Federated Executive Vice
Federated Investors Tower Securities Corp. President
Pittsburgh, PA 15222-3779
John B. Fisher President-Institutional Sales, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark R. Gensheimer Executive Vice President of --
Federated Investors Tower Bank/Trust, Federated
Pittsburgh, PA 15222-3779 Securities Corp.
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Byron F. Bowman Vice President, Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securites Corp.
Pittsburgh, PA 15222-3779
Laura M. Deger Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael D. Fitzherald Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Scott A. Hutton Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
H. Joeseph Kenedy Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William E. Kugler Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Steven A. La Versa Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Michael Miller Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. O'Brien Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert D. Oehlschlager Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated
Securities Corp.
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
John C. Shelar, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Jamie M. Teschner Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Charlene H. Jennings Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
J. Timothy Radcliff Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas R. Donahue Asst. Secretary, Asst. --
Federated Investors Tower Treasurer, Federated
Pittsburgh, PA 15222-3779 Securities Corp.
Joseph M. Huber Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
David M. Taylor Assistant Secretary, Treasurer
Federated Investors Tower Federated Securities Corp.
Pittsburgh, PA 15222-3779
(c) Not applicable.
Item 30. Location of Accounts and Records:
All accounts and records required to be
maintaned by Section
31(a) of the Investment Company Act of 1940 and Rules 31a-1
through 31a-3 promulgated thereunder are maintained at one of the
following locations:
Registrant Federated Investors
Tower
Federated Services Company Pittsburgh, PA 15222-
3779
(Transfer Agent and Dividend
Disbursing Agent)
Federated Administrative Services
(Administrator)
Federated Management
(Advisor)
State Street Bank and Trust Company
P.O. Box 8602
("Custodian")
Boston, Massachusetts 02266-8602
Item 31. Management Services:
None.
Item 32. Registrant hereby undertakes to comply with the
provisions of Section 16(c) of the 1940 Act with respect to the
removal of Trustees and the calling of special shareholder
meetings by shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant,
AUTOMATED GOVERNMENT MONEY TRUST, has duly caused this
Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the
City of Pittsburgh and Commonwealth of Pennsylvania, on the
25TH day of September, 1995.
AUTOMATED GOVERNMENT MONEY TRUST
BY: /s/ G. Andrew Bonnewell,
Assistant Secretary
Attorney in Fact for John F. Donahue
September 26, 1995
Pursuant to the requirements of the Securities Act of
1933, this Amendment to its Registration Statement has been
signed below by the following person in the capacity and on
the date indicated:
NAME TITLE
DATE
By: /s/ G. Andrew Bonnewell,
Attorney In Fact September 26,
1995
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John F. Donahue* Chairman and Trustee
(Chief Executive Officer)
Glen R. Johnson* President
Edward C. Gonzales* Executive Vice President
and Treasurer
(Principal Financial and
Accounting Officer)
John T. Conroy, Jr.* Trustee
William J. Copeland* Trustee
James E. Dowd* Trustee
Lawrence D. Ellis, M.D.* Trustee
Edward L. Flaherty, Jr.* Trustee
Peter E. Madden* Trustee
Gregor F. Meyer* Trustee
John E. Murray, Jr. Trustee
Wesley W. Posvar* Trustee
Marjorie P. Smuts* Trustee
* By Power of Attorney
Exhibit (11) under N-1A
Exhibit 23 under 601/Reg.
SK
INDEPENDENT AUDITORS CONSENT
To the Board of Trustees and Shareholders of
Automated Government Money Trust:
We consent to the use in Post-Effective Amendment No. 24
to Registration Statement (No. 2-77822) of Automated
Government Money Trust of our report dated September 15,
1995, appearing in the Prospectus, which is a part of such
Registration Statement, and to the reference to us under
the heading Financial Highlights in such Prospectus.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 25, 1995
Exhibit 1 under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K
AUTOMATED GOVERNMENT MONEY TRUST
DECLARATION OF TRUST
Page
Article I Name and Definitions 1
1. Name 1
2. Definitions -
(a) Affiliated Person, Assignment, Commission,
Interested Person, Majority Shareholder Vote,
Principal Underwriter 1
(b) Trust 1
(c) Accumulated Net Income
1
(d) Shareholder 2
(e) Trustees 2
(f) Shares
2
(g) 1940 Act 2
Article II Purpose of Trust 2
Article III Beneficial Interest 2
1. Shares of Beneficial Interest 2
2. Ownership of the Shares 2
3. Investment in the Trust 3
4. No Pre-Emptive Rights 3
Article IV The Trustees 3
1. Management of the Trust 3
2. Election of Trustees at 1982 Meeting of
Shareholders 3
3. Terms of Office of Trustees 3
4. Termination of Service and Appointment of Trustees
4
5. Temporary Absence of Trustees 4
6. Number of Trustees 5
7. Effect of Death, Resignation, Etc. of a Trustee
5
8. Ownership of the Trust 5
Article V Powers of the Trustees 5
1. Powers 5
2. Principal Transactions 9
3. Trustees and Officers as Shareholders 9
4. Parties to Contract 9
Article VI Trustees' Expenses and Compensation 10
1. Trustee Reimbursement 10
2. Trustee Compensation 11
Page
Article VII Investment Adviser, Administrative Services,
Principal
Underwriter and Transfer Agent 11
1. Investment Adviser 11
2. Administrative Services 12
3. Principal Underwriter 12
4. Transfer Agent 13
5. Provisions and Amendments 13
Article VIII Shareholders' Voting Powers and Meetings
13
1. Voting Powers 13
2. Meetings 14
3. Quorum and Required Vote 14
4. Additional Provisions 14
Article IX Custodian 15
1. Appointment and Duties 15
2. Central Certificate System 16
Article X Distributions and Redemptions 16
1. Distributions 16
2. Redemptions and Repurchases 17
3. Determination of Accumulated Net Income 18
4. Net Asset Value of Shares 18
5. Suspension of the Right of Redemption 19
6. Trust's Right to Redeem Shares 19
Article XI Limitation of Liability and Indemnification
20
1. Limitation of Personal Liability and
Indemnification of Shareholders 20
2. Limitation of Personal Liability of
Trustees, Officers, Employees or
Agents of the Trust 20
3. Express Exculpatory Clauses and Instruments
21
4. Indemnification of Trustees, Officers,
Employees and Agents 22
Article XII Miscellaneous 23
1. Trust is not a Partnership 23
2. Trustee's Good Faith Action, Expert Advice, No
Bond or Surety 23
3. Establishment of Record Dates 23
4. Termination of Trust 24
5. Offices of the Trust, Filing of Copies,
References, Headings 25
6. Applicable Law 25
7. Amendments 26
AUTOMATED GOVERNMENT MONEY TRUST
DECLARATION OF TRUST
Dated
June 1, 1982
DECLARATION OF TRUST made June 1, 1982 by John F. Donahue,
Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W. Posvar,
Edward E. Smuts, Thomas J. Donnelly, Glen R. Johnson, Gregor F.
Meyer, and Edward L. Flaherty, Jr.
WHEREAS the Trustees desire to establish a trust fund for
the investment and reinvestment of funds contributed thereto;
NOW, THEREFORE, The Trustees declare that all money and
property contributed to the trust fund hereunder shall be held
and managed under this Declaration of Trust IN TRUST as herein
set forth below.
ARTICLE I
NAMES AND DEFINITIONS
Section 1. Name. This Trust shall be known as the
"Automated Government Money Trust".
Section 2. Definitions. Whenever and used herein,
unless otherwise required by the context of specifically
provided:
(a) The terms "Affiliated Persons," :Assignment,"
"Commission," "Interested Person," "Majority Shareholder
Vote" (the 67% or 50% requirement of the third sentence of
Section 2(a)(42) of the 1940 Act, whichever may be
applicable) and "Principal Underwriter" shall have the
meanings given them in the Investment Company Act of 1940,
as amended from time to time;
(b) The "Trust" refers to Automated Government Money
Trust;
(c) "accumulated Net Income" means the accumulated net
income of the Trust determined in the manner provided or
authorized in Article X, Section3;
(d) "Shareholder" means a record owner of Shares of
the Trust;
(e) The "Trustees" refer to the individual Trustees in
their capacity as Trustees hereunder of the Trust and their
successor or successors for the time being in office as such
Trustees;
(f) "Shares" means the equal proportionate units of
interest into which the beneficial interest in the Trust
shall be divided from time to time and includes fractions of
Shares as well as whole Shares; and
(g) The "1940 Act" refers to the Investment Company
Act of 1940, as amended from time to time.
ARTICLE II
PURPOSE OF THE TRUST
The purpose of this Trust is to provide investors a
continuous source of managed investment primarily in securities.
ARTICLE III
BENEFICIAL INTEREST
Section 1. Shares of Beneficial Interest. The
beneficial interest in the Trust shall at all times be divided
into transferable Shares, without par value, each of which shall
represent an equal proportionate interest in the Trust with each
other Share outstanding, none having priority or preference over
another. The number of Shares which may be issued is unlimited.
The Trustees may from time to time divide or combine the
outstanding Shares into a greater or lesser number without
thereby changing the proportionate beneficial interest in the
Trust. Contributions to the Trust may be accepted for, and
Shares shall be redeemed as, whole Shares and/or fractions.
Section 2. Ownership of Shares. The ownership of
Shares shall be recorded in the books of the Trust or a transfer
agent. The Trustees may make such rules as they consider
appropriate for the transfer of shares and similar matters. The
record books of the Trust or any transfer agent, as the case may
be, shall be conclusive as to who are the holders of Shares and
as to the number of Shares held from time to time by each.
Section 3. Investment in the Trust. The Trustees shall
accept investments in the Trust from such persons and on such
terms as they may from time to time authorize. After the date of
the initial contribution of capital (which shall occur prior to
the initial public offer of Shares of the Trust), the number of
Shares to represent the initial contribution shall be considered
as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust.
Subsequent to such initial contribution of capital, Shares
(including Shares which may have been redeemed or repurchased by
the Trust) may be issued or sold at a price which will net the
Trust, before paying any taxes in connection with such issue or
sale, not less than the net asset value (as defined in Article X,
Section 4) thereof; provided, however, that the Trustees may in
their discretion impose a sales charge upon investments in the
Trust.
Section 4. No Pre-emptive Rights. Shareholders shall
have no pre-emptive or other right to subscribe to any additional
Shares or other securities issued by the Trust or the Trustees.
ARTICLE IV
THE TRUSTEES
Section 1. Management of the Trust. The business and
affairs of the Trust shall be managed by the Trustees, and they
shall have all powers necessary and desirable to carry out that
responsibility. The Trustees who shall serve until the election
of Trustees at the 1982 Meeting of Shareholders shall be John F.
Donahue, Richard B. Fisher, J. Joseph Maloney, Jr., Wesley W.
Posvar, Edward E. Smuts, Thomas J. Donnelly, Glen R. Johnson,
Gregor F. Meyer, and Edward L. Flaherty, Jr.
Section 2. Election of Trustees at 1983 Meeting of
Shareholders. In the year 1983, on a date fixed by the Trustees,
which shall be subsequent to the initial public offering of
Shares of the Trust, the Shareholders shall elect Trustees. The
number of Trustees shall be determined by the Trustees pursuant
to Article IV, Section 6.
Section 3. Term of Office of Trustee. The Trustee
shall hold office during the lifetime of this Trust, and until
its termination as hereinafter provided; except (a) that any
Trustee may resign his trust by written instrument signed by him
and delivered to the other Trustees, which shall take effect upon
such delivery or upon such later date as is specified therein;
(b) that any Trustee may be removed at any time by written
instrument signed by at least two-thirds of the number of
Trustees prior to such removal, specifying the date when such
removal shall become effective; (c) that any Trustee who requests
in writing to be retired or who has become mentally or physically
incapacitated may be retired by written instrument signed by a
majority of the other Trustees, specifying the date of his
retirement; and (d) a Trustee may be removed at any special
meeting of Shareholders of the Trust by a vote of two-thirds of
the outstanding Shares.
Section 4. Termination of Service and Appointment of
Trustees. In case of the death, resignation, retirement,
removal or mental or physical incapacity of any of the Trustees,
or in case a vacancy shall, by reason of an increase in number,
or for any other reason, exist, the remaining Trustees shall fill
such vacancy by appointing such other person as they in their
discretion shall see fit. Such appointment shall be effected by
the signing of a written instrument by a majority of the
Trustees in office. Within three months of such appointment, the
Trustees shall cause notice of such appointment to be mailed to
each Shareholder at his address as recorded on the books of the
Trust. An appointment of a Trustee may be made by the Trustees
then in office and notice thereof mailed to Shareholders as
aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall
become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As
soon as any Trustee so appointed shall have accepted this Trust,
the trust estate shall best in the new Trustee or Trustees,
together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder. Any
appointment authorized by this Section 4 is subject to the
provisions of Section 16(a) of the 1940 Act.
Section 5. Temporary Absence of Trustee. Any Trustee
may, by power of attorney, delegate his power for a period not
exceeding six months at any one time to any other Trustee or
Trustees, provided that in no case shall less than two of the
Trustees personally exercise the other power hereunder except as
herein otherwise expressly provided.
Section 6. Number of Trustees. The number of Trustees,
not less than three (3) now more than twenty (20) serving
hereunder at any time shall be determined by the Trustees
themselves.
Whenever a vacancy in the Board of Trustees shall occur,
until such vacancy is filled or while any Trustee is physically
or mentally incapacitated, the other Trustees shall have all the
powers hereunder and the certificate signed by a majority of the
other Trustees of such vacancy, absence or incapacity, shall be
conclusive, provided, however, that no vacancy which reduces the
number of Trustees below three (3) shall remain unfilled for a
period longer than six calendar months.
Section 7. Effect of Death, Resignation, etc. of a
Trustee. The death, resignation, retirement, removal, or
mental or physical incapacity of the Trustees, or any one of them
shall not operate to annul the Trust or to revoke any existing
agency created pursuant to the terms of this Declaration of
Trust.
Section 8. Ownership of the Trust. The assets of the
Trust shall be held separate and apart from any assets now or
hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustee. All of the assets of the
Trust shall at all time be considered as vested in the Trustees.
No Shareholder shall be deemed to have a severable ownership in
any individual asset of the Trust or any right of partition or
possession thereof, but each Shareholder shall have a
proportionate undivided beneficial interest in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
Section 1. Powers. The Trustees in all instances shall
act as principals, and are and shall be free from the control of
the Shareholders. The Trustees shall have full power and
authority to do any and all acts and to make and execute any and
all contracts and instruments that they may consider necessary or
appropriate in connection with the management or the Trust. The
Trustees shall not be bound or limited by present or future laws
or customs in regard to trust investments, but shall have full
authority and power to make any and all investments which they,
in their uncontrolled discretion, shall deem proper to accomplish
the purpose of this Trust. Without limiting the foregoing, the
Trustees shall have the following specific powers and authority,
subject to any applicable limitation in this Declaration of Trust
or in the By-Laws of the Trust.
(a) To buy, and invest funds in their hands in,
securities including, but not limited to, common stocks,
preferred stocks, bonds, debentures, warrants and rights to
purchase securities, certificates of beneficial interest,
money market instruments, notes or other evidences or
indebtedness issued by any corporation, trust or
association, domestic or foreign, or issued or guaranteed by
the United States of America or any agency or
instrumentality thereof, by the government of any foreign
country, by any State of the United States, or by any
political subdivision or agency or instrumentality of any
State or foreign country, or in "when-issued" or "delayed
delivery" contracts for any such securities, or in any
repurchase agreement (agreements under which the seller
agrees at the time of sale to repurchase the security at an
agreed time and price), or retain Trust assets in cash, and
from time to time change the investments of the assets of
the Trust;
(b) To adopt By-Laws not inconsistent with the
Declaration of Trust providing for the conduct of the
business of the Trust and to amend and repeal them to the
extent that they do not reserve that right to the
Shareholders;
(c) To Elect and remove such officers and
appoint and terminate such agents as they consider
appropriate;
(d) To appoint or otherwise engage a bank or
trust company as custodian of any assets of the Trust
subject to any conditions set forth in this Declaration of
Trust or in the By-Laws;
(e) To appoint or otherwise engage transfer
agents, dividend disbursing agents, Shareholder servicing
agents, investment advisers, sub-investment advisers,
principal underwriters, administrative service agents, and
such other agents as the Trustees may from time to time
appoint or otherwise engage;
(f) To provide for the distribution of
interests of the Trust either through a principal
underwriter in the manner hereinafter provided for or by the
Trust itself, or both;
(g) To set record dates in the manner hereinafter
provided for;
(h) To delegate such authority as they consider
desirable to a committee or committees composed of Trustees,
including without limitation, an Executive Committee, or to
any officers of the Trust and to any agent, custodian or
underwriter;
(i) To sell or exchange any or all of the
assets of the Trust, subject to the provisions of Article
XII, Section 4(b) hereof;
(j) To vote or give assent, or exercise any
rights of ownership, with respect to stock or other
securities or property; and to execute and deliver powers of
attorney to such person or persons as the Trustees shall
deem proper, granting to such person or persons such power
and discretion with relation to securities or property as
the Trustees shall deem proper;
(k) To exercise powers and rights of subscription
or otherwise which in any manner arise out of ownership of
securities;
(l) To hold any security or property in a
form not indicating any trust, whether in bearer,
unregistered or other negotiable for,; or either in its own
name or in the name of a custodian or a nominee or nominees,
subject in either case to proper safeguards according to the
usual practice of Massachusetts trust companies or
investment companies;
(m) To consent to or participate in any plan for
the reorganization, consolidation or merger of any
corporation or concern, any security of which is held in the
Trust; to consent to any contract, lease, mortgage,
purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to
any security held in the Trust;
(n) To engage in and to prosecute, compound,
compromise, abandon, or adjust, by arbitration, or
otherwise, any actions, suits, proceedings, disputes,
claims, demands, and things relating to the Trust, and out
of the assets of the Trust to pay, or to satisfy, any debts,
claims or expenses incurred in connection therewith,
including those of litigation , upon any evidence that the
Trustees may deem sufficient (such powers shall include
without limitation any actions, suits, proceedings,
disputes, claims, demands and things relating to the Trust
wherein any of the Trustees may named individually and the
subject matter of which arises by reason of business for or
on behalf of the Trust);
(o) To make distributions of income and of
capital gains to Shareholders in the manner hereinafter
provided for;
(p) To borrow money but only as a temporary
measure for extraordinary or emergency purposes and then (a)
only in amounts not in excess of 5% of the value of its
total assets or (b) in any amount up to one-third of the
value of its total assets, including the amount borrowed, in
order to meet redemption requests without immediately
selling any portfolio securities. The Trust may also enter
into reverse repurchase agreements in amounts not in excess
of one-third of its total assets in order to meet redemption
requests without immediately selling any portfolio
instruments. The Trustees shall not pledge, mortgage or
hypothecate the assets of the Trust, except in connection
with any borrowing described in (a) and (b) herein and in
amounts not in excess of the lesser of the dollar amounts
borrowed or 10% of the value of the Trust's total assets at
the time of such borrowing.
(q) From time to time to issue and sell the
Shares of the Trust either for cash or for property whenever
and in such amounts as the Trustee may deem desirable, but
subject to the limitation set forth in Section 3 of Article
III.
(r) To purchase insurance of any kind,
including, without limitation, insurance on behalf of any
person who is or was a Trustee, Officer, employee or agent
of the Trust, or is or was serving at the request of the
Trust as a Trustee, Directors, Officer, agent or employee of
another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of
his status as such.
No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the
Trustees, or to see to the application of any payments made or
property transferred to the Trustees or upon their order.
Section 2. Principal Transactions. The Trustees shall
not on behalf of the Trust buy any securities other than Shares
of the Trust) from or sell any securities (other than Shares of
the Trust) to, or lend any assets of the Trust to, any Trustee or
officer or employee of the Trust or any firm of which any such
Trustee or officer is a member acting as principal unless
permitted by the 1940 Act, but the Trust may employ any such
other party or any such person or firm or company in which any
such person is an interested person in any capacity not
prohibited by the 1940 Act.
Section 3. Trustees and Officers as Shareholders. Any
Trustee, officer or other agent of the Trust may acquire, own and
dispose of shares of the Trust to the same extent as if he were
not a Trustee, officer or agent; and the Trustees may issue and
sell or cause to be issued or sold Shares of the Trust to and buy
such Shares from any such person or any firm or company in which
he is an interested person subject only to the general
limitations herein contained as to the sale and purchase of such
Shares; and all subject to any restrictions which may be
contained in the By-Laws.
Section 4. Parties to Contract. The Trustees may
enter into any contract of the character described in Section 1,
2, 3, or 4 of Article VII or in Article IX hereof or any other
capacity not prohibited by the 1940 Act with any corporation,
firm, trust or association, although one or more of the
shareholders, Trustees, officers, employees or agents of the
Trust or their affiliates may be an officer, director, Trustee,
shareholder or interested person of such other party to the
contract, and no such contract shall be invalidated or rendered
voidable by reason of the existence of any such relationship, nor
shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust
under or by reason of said contract or accountable for any profit
realized directly or indirectly therefrom, in the absence of
actual fraud. The same person (including a firm, corporation,
trust or association) may be the other party to contracts entered
into pursuant to Sections 1, 2, 3 and 4 of Article VII or Article
IX or any other capacity deemed legal under the 1940 Act, and any
individual may be financially interested or otherwise an
interested person of persons who are parties to any or all of the
contracts mentioned in this Section 4.
ARTICLE VI
TRUSTEES' EXPENSES AND COMPENSATION
Section 1. Trustee Reimbursement. The Trustees shall
be reimbursed from the Trust estate for all of their expenses and
disbursements, including, without limitation, expenses of
organizing the Trust and continuing its existence; fees and
expenses of Trustees and Officers of the Trust; fees for
investment advisory services, administrative services and
principal underwriting services provided for in Article VII,
Sections 1, 2 and 3; fees and expenses of preparing and printing
its Registration Statements under the Securities Act of 1933 and
the Investment Company Act of 1940 and any amendments thereto;
expenses of registering and qualifying the Trust and its shares
under federal and state laws and regulations; expenses of
preparing, printing and distributing prospectuses and any
amendments thereof sent to shareholders, underwriters, broker-
dealers and to investors who may be considering the purchase of
shares; expenses of registering, licensing or other authorization
of the Trust as a broker-dealer and of its Officers as agents and
salesmen under federal and state laws and regulations; interest
expense, taxes, fees and commissions of every kind; expenses of
issue (including cost of share certificates), purchase,
repurchase and redemption of shares, including expenses
attributable to a program of periodic issue; charges and expenses
of custodians, transfer agents, dividend disbursing agents,
shareholder serving agents and registrars; printing and mailing
costs; auditing, accounting and legal expenses; reports to
shareholders and governmental officers and commissions; expenses
of meetings of shareholders and proxy solicitations therefor;
insurance expenses; association membership dues and nonrecurring
items as may arise, including all losses and liabilities by them
incurred in administering the Trust, including expenses incurred
in connection with litigation, proceedings and claims and the
obligations of the Trust under Article XI hereof to indemnify its
Trustees, Officers, employees, shareholders and agents, and an
contract obligation to indemnify principal underwriters under
Section 3 of Article VII and for the payment of such expenses,
disbursements, losses and liabilities, the Trustees shall have a
lien on the Trust estate prior to any rights or interest of the
Shareholders thereto. This section shall not preclude the Trust
from directly paying any of the aforementioned fees and expenses.
Section 2. Trustee Compensation. The Trustees shall
be entitled to compensation from the Trust for their respective
services as Trustees, to be determined from time to time by vote
of the Trustees, and the Trustees shall also determine the
compensation of all Officers, consultants and agents whom they
may elect or appoint. The Trust may pay any Trustee or any
corporation, firm, trust or association of which a Trustee is an
interested person for services rendered to the Trust in any
capacity not prohibited by the 1940 Act, and such payments shall
not be deemed compensation for services as a Trustee under the
first sentence of this Section 2 of Article VI.
ARTICLE VII
INVESTMENT ADVISER, ADMINISTRATIVE SERVICES,
PRINCIPAL UNDERWRITER AND TRANSFER AGENT
Section 1. Investment Advisers. Subject to a
Majority Shareholder Vote, the Trustees may in their discretion
from time to time enter into an investment advisory contract
whereby the other party to such contract shall undertake to
furnish the Trustees investment advisory services upon such term
and conditions and for such compensation as the Trustees may in
their discretion determine. Subject to a Majority Shareholder
Vote, the investment adviser may enter into a sub-investment
advisory contract to receive investment advice and/or statistical
and factual information from the sub-investment adviser upon such
terms and conditions and for such compensation as the Trustees
may in their discretion agree to. Notwithstanding any provisions
of this Declaration of Trust, the Trustees may authorize the
investment adviser or sub-investment adviser or any person
furnishing administrative personnel and services as set forth in
Article VII, Section 2 (subject to such general or specific
instructions as the Trustees may from time to time adopt) to
effect purchases, sales or exchanges of portfolio securities of
the Trust on behalf of the Trustees or may authorize any officer
or Trustee to effect such purchases, sales or exchanges pursuant
to recommendations of the investment adviser (and all without
further action by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by the
Trustees. The Trustees may also authorize the investment adviser
to determine what firms shall participate in any such
transactions or shall share in commissions or fees charged in
connection with such transactions.
Section 2. Administrative Services. The Trustees may in
their discretion from time to time contract for administrative
personnel and services whereby the other party shall agree to
provide the Trustees administrative personnel and services to
operate the Trust operate the Trust on a daily basis, on such
terms and conditions as the Trustees may in their discretion
determine. Such services may be provided by one or more
entities.
Section 3. Principal Underwriter. The Trustees may in
their discretion from time to time enter into an exclusive or
nonexclusive contract or contracts providing for the sale of
Shares of the Trust to net the Trust not less than the amount
provided in Article III, Section 3 hereof, whereby the Trust may
either agree to sell the Shares to the other party to the
contract or appoint such other party its sales agent for such
shares. In either case, the contract shall be on such terms and
conditions (including indemnification of principal underwriters
allowable under applicable law and regulation) as the Trustees
may in their discretion determine not inconsistent with the
provisions of this Article VII; and such contract may also
provide for the repurchase or sale of Shares of the Trust by such
other party as principal or as agent of the Trust and may provide
that the other party may maintain a market for shares of the
Trust.
Section 4. Transfer Agent. The Trustees may in their
discretion from time to time enter into transfer agency and
shareholder services contracts whereby the other party shall
undertake to furnish the Trustees transfer agency and shareholder
services. The contracts shall be on such terms and conditions as
the Trustees may in their discretion determine not inconsistent
with the provisions of this Declaration of Trust or of the By-
Laws. Such services may be provided by one or more entities.
Section 5. Provisions and Amendments. Any contract
entered into pursuant to Section 1 or 3 of this Article VII shall
be consistent with and subject to the requirements of Section 15
of the 1940 Act (including any amendments thereof or other
applicable Act of Congress hereafter enacted) with respect to its
continuance in effect, its termination and the method of
authorization and approval of such contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
Section 1. Voting Powers. The Shareholders shall have
power to vote (i) for the election of Trustees as provided in
Article IV, Section 2; (ii) for the removal of Trustees as
provided in Article IV, Section 3(d); (iii) with respect to any
investment adviser or sub-investment adviser as provided in
Article VII, Section 1; (iv) with respect to the amendment of
this Declaration of Trust as provided in Article XII, Section 7;
(v) to the same extent as the shareholders of a Massachusetts
business corporation as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders;
and (vi) with respect to such additional matters relating to the
Trust as may be required by law, by this Declaration of Trust, or
the By-Laws of the Trust or any regulation of the Trust with the
Commission or any State, or as the Trustees may consider
desirable. Each whole Share shall be entitled to one vote as to
any matter on which it is entitled to vote, and each fractional
vote. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. Until
Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by
law, this Declaration of Trust or any By-Laws of the Trust to be
taken by Shareholders.
Section 2. Meetings. A Shareholders meeting shall be
held as specified in Section 2 of Article IV at the principal
office of the Trust or such other place as the Trustees may
designate. Special meeting of the Shareholders may be called by
the Trustees or the Chief Executive Officer of the Trust shall be
called by the Trustees upon the written request of Shareholders
owning at least one-tenth of the outstanding Shareholders
entitled to vote. Shareholders shall be entitled to at least
fifteen days' notice of any meeting.
Section 3. Quorum and Required Vote. Except as
otherwise provided by law, to constitute a quorum for the
transaction of any business at any meeting of Shareholders there
must be present, in person or by proxy, holders of one-fourth of
the total number of Shares of the Trust then outstanding and
entitled to vote at such meeting. If a quorum, as above defined,
shall not be present for the purpose of any vote that may
properly come before the meeting, the Shareholders present in
person or by proxy and entitled to vote at such meeting on such
matter holding a majority of the Shares present entitled to vote
on such matter may adjourn the meeting from time to time to be
held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as above
defined, entitled to vote on such matter shall be present,
whereupon any such matter may be voted upon at the meeting as
thought held when originally convened. Subject to any applicable
requirement of law or of this Declaration of Trust or the By-
Laws, a plurality of the votes cast shall elect a Trustee and all
other matters shall be decided by a majority of the votes cast
entitled to vote thereon.
Section 4. Additional Provisions. The By-Laws may
include further provisions for Shareholders' votes and meeting
and related matters
ARTICLE IX
CUSTODIAN
Section 1. Appontment and Duties. The Trustees shall
appoint or otherwise engage a bank or trust company having an
aggregate capital, surplus and undivided profits (as shown in its
last published report) of at least two million dollars
($2,000,000) as custodian with authority as its agents, but
subject to such restrictions, limitations and other requirements,
if any, as may be contained in the By-Laws of the Trust:
(1) To receive and hold the securities owned by the
Trust and deliver the same upon written order;
(2) To receive and receipt for any moneys due to the
Trust and deposit the same in its own banking department or
elsewhere as the Trustees may direct; and
(3) To disburse such funds upon orders or vouchers;
(4) To keep the books and accounts of the Trust and
furnish clerical and accounting services;
(5) To compute, if authorized to do so by the
Trustees, the Accumulated Net Income of the Trust and the
net asset value of the Shares in accordance with the
provisions hereof;
all upon such basis of compensation as may be agreed upon between
the Trustees and the custodian. If so directed by a Majority
Shareholder Vote, the custodian shall deliver and pay over all
property of the Trust held by it as specified in such vote.
The Trustees may also authorize the custodian to employ one
or more sub-custodians from time to time to perform such of the
acts and services of the custodian and upon such terms and
conditions, as may be agreed upon between the custodian and such
sub-custodian and approved by the Trustees, provided that in
every case such sub-custodian shall be a bank or trust company
organized under the laws of the United States or one of the
states thereof and having an aggregate capital, surplus and
undivided profits (as shown in its last published report) of at
least two million dollars ($2,000,000).
Section 2. Central Certificate System. Subject to such
rules, regulations and orders as the Commission may adopt, the
Trustees may direct the custodian to deposit all or any part of
the securities owned by the Trust in a system for the central
handling of securities established by a national securities
exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, or such
other person as may be permitted by the Commission or otherwise
in accordance with the 1940 Act as from time to time amended,
pursuant to which system all securities of any particular class
or series of any issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping
entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the
order of the custodian at the direction of the Trustees.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
Section 1. Distributions.
(a) The Trustees may fro time to time declare and pay
dividends, and the amount of such dividends and the payment of
them shall be wholly in the discretion of the Trustees.
(b) The Trustees may, on each day Accumulated Net Income
of the Trust (as defined in Section 3 of this Article X) is
determined and is positive, declare such Accumulated Net Income
as a dividend to Shareholders of record at such time as the
Trustees shall designate, payable in additional full and
fractional Shares or in cash.
(c) The Trustees may distribute in respect of any fiscal
year as ordinary dividends and as capital gains distributions,
respectively, amounts sufficient to enable the Trust as a
regulated investment company to avoid any liability for federal
income taxes in respect of that year.
(d) The decision of the Trustees as to what, in
accordance with good accounting practice, is income and what is
principal is final, and except as specifically provided herein
the decision of the Trustees as to what expenses and charges of
the Trust shall be charged against principal and what against the
income shall be final. Any income not distributed in any year may
be permitted to accumulate and s long as not distributed may be
invested from time to time in the same manner as the principal
funds of the Trust.
(e) The Trustees shall have power, to the fullest extent
permitted by the laws of Massachusetts, at any time, or from time
to time, to declare and cause to be paid dividends, which
dividends, at the election of the Trustees, may be accrued,
automatically reinvested in additional Shares (or fractions
thereof) of the Trust or paid in cash or additional Shares, all
upon such terms and conditions as the Trustees may prescribe.
(f) Anything in this instrument to the contrary
notwithstanding, the Trustees may at any time declare and
distribute a dividend consisting of shares of the Trust.
Section 2. Redemptions and Repurchases.
(a) In case any Shareholder of record of the Trust at any
time desires to dispose of Shares recorded in his name, he may
deposit a written request (or such other form of request as the
Trustees may from time to time authorize) requesting that the
Trust purchase his Shares, together with such other instruments
or authorizations to effect the transfer as the Trustees may from
time to time require, at the office of the Custodian, and the
Trust shall purchase his said Shares, but only at the net asset
value of such Shares (as defined in Section 4 of this Article X)
determined by or on behalf of the Trustees next after said
deposit.
Payment for such Shares shall be made by the Trust to the
Shareholder of record within seven (7) days after the date upon
which the request (and, if required, such other instruments or
authorizations of transfer) is deposited, subject to the right of
the Trustees to postpone the date of payment pursuant to Section
5 of this Article X. If the redemption is postponed beyond the
date on which it would normally occur by reason of a declaration
by the Trustees suspending the right of redemption pursuant to
Section 5 of this Article X, the right of the Shareholder to have
his Shares purchased by the Trust shall be similarly suspended,
and he may withdraw his request (or such other instruments or
authorizations of transfer) from deposit if he so elects; or, if
he does not so elect, the purchase price shall be the net asset
value of his Shares, determined next after termination of such
suspension and payment therefor shall be made within seven (7)
days thereafter.
(b) The Trust may purchase Shares of the Trust by
agreement with the owner thereof (1) at a price not exceeding the
net asset value per Share determined next after the purchase or
contract of purchase is made or (2) at a price not exceeding the
net asset value per Share determined at some later time.
(c) Shares purchased by the Trust either pursuant to
paragraph (a) or paragraph (b) of this Section 2 shall be deemed
treasury Shares and may be resold by the Trust.
(d) If the Trustees determine that economic conditions
would make it seriously detrimental to the best interests of the
remaining Shareholders of the Trust to make payment wholly or
partly in cash, the Trust may pay the redemption price in whole
or in part by a distribution in kind of securities from the
portfolio of the Trust, in lieu of cash in conformity with
applicable rules of the Securities and Exchange Commission,
taking such securities at the same value employed in determining
net asset value, and selecting the securities in such manner as
the Trustees may deem fair and equitable.
Section 3. Determination of Accumulated Net Income. The
Accumulated Net Income of the Trust shall be determined by or on
behalf of the Trustees at such time or times as the Trustees
shall in their discretion determine. Such determination shall be
made in accordance with generally accepted accounting principles
and practices and may include realized and/or unrealized gains
from the sale or other disposition of securities or other
property of the Trust. The power and duty to determine
Accumulated Net Income may be delegated by the Trustees from time
to time to one or more of the Trustees or officers of the Trust,
to the other party to any contract entered into pursuant to
Section 1 or 2 of Article VII, or to the custodian or to a
transfer agent.
Section 4. Net Asset Value of Shares. The net asset value
of each Share of the Trust outstanding shall be determined at
such time or times as may be determined by or on behalf of the
Trustees. The power and duty to determine net asset value may be
delegated by the Trustees from time to time to one or more of the
Trustees or Officers of the Trust, to the other party to any
contract entered into pursuant to Section 1 or 2 of Article VII
or to the custodian or to a transfer agent.
The net asset value of each Share of the Trust as of any
particular time shall be the quotient (adjusted to the nearer
cent) obtained by dividing the value, as of such time, of the net
assets of the Trust (i.e., the value of the assets of the Trust
less its liabilities exclusive of capital and surplus) by the
total number of Shares outstanding (exclusive of treasury Shares)
at such time in accordance with the requirements of the 1940 Act
and applicable provisions of the By-Laws of the Trust in
conformity with generally accepted accounting practices and
principles.
The Trustees may declare a suspension of the determination
of net asset value for the whole or any part of any period in
accordance with the Investment Company Act of 1940 and the rules
and regulations adopted thereunder.
Section 5. Suspension of the Right of Redemption. The
Trustees may declare a suspension of the right of redemption or
postpones the date of payment for the whole or any part of any
period in accordance with the Investment Company Act of 1940 and
the rules and regulations adopted thereunder.
Section 6. Trust's Right to Redeem Shares. The Trust shall
have the right to cause the redemption of Shares in any
Shareholder's account for their then current net asset value
(which will be promptly paid to the Shareholder in cash), if at
any time the total investment in the account does not have a
minimum dollar value determined from time to time by the Trustees
in their sole discretion. Shares of the Trust are redeemable at
the option of the Trust if, in the opinion of the Trustees,
ownership of Trust Shares has or may become concentrated to an
extent which would cause the Trust to be a personal holding
company within the meaning of the Federal Internal Revenue Code
(and thereby disqualified under Sub-chapter M of said Code); in
such circumstances the trust may compel the redemption of Shares,
reject any order for the purchase of Shares or refuse to give
effect to the transfer of Shares.
ARTICLE XI
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Personal Liability and
Indemnification of Shareholders. The Trustees, officers,
employees or agents of the Trust shall have no power to bind any
Shareholder personally or to call upon any Shareholder for the
payment of any sum of money or assessment whatsoever, other than
such as the Shareholder may at any time agree to pay by way of
subscription to any Shares or otherwise.
No Shareholder or former Shareholder of the Trust shall be
liable solely by reason of his being or having been a Shareholder
for any debt, claim, action, demand, suit, proceeding, judgment
,decree, liability or obligation of any kind, against, or with
respect to the Trust arising out of any action taken or omitted
for or on behalf of the Trust, and the Trust shall be solely
liable therefor and resort shall be had solely to the Trust
property for the payment or performance thereof.
Each Shareholder or former Shareholder of the Trust (or
their heirs, executors, administrators or other legal
representatives or, in case of a corporate entity, its corporate
or general successor) shall be entitled to indemnity and
reimbursement out of the Trust property to the full extent of
such liability and the costs of any litigation or other
proceedings in which such liability shall have been determined,
including, without limitation, the fees and disbursements of
counsel if, contrary to the provisions hereof, such Shareholder
or former Shareholder of the Trust shall be held to personal
liability.
The Trust shall, upon request by the Shareholder or former
Shareholder, assume the defense of any claim made against any
Shareholder for any act or obligation of the Trust and satisfy
any judgment thereon.
Section 2. Limitation of Personal Liability of Trustees,
Officers, Employees or Agents of the Trust. No Trustee, officer,
employee or agent of the Trust shall have the power to bind any
other Trustee, officer, employee or agent of the Trust
personally. The Trustees, officers, employees or agents of the
Trust incurring any debts, liabilities or obligations, or in
taking or omitting any other actions for or in connection with
the Trust are, and each shall be deemed to be, acting as Trustee,
officer, employee or agent of the Trust and not in his own
individual capacity.
Provided they have acted under the belief that their actions
are in the best interest of the Trust, the Trustee and officers
shall not be responsible for or liable in any event for neglect
or wrongdoing by them or any officer, agent, employee, investment
adviser or principal underwriter of the Trust or of any entity
providing administrative services for the Trust, but nothing
herein contained shall protect any Trustee or officer against any
liability to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
Section 3. Express Exculpatory Clauses and Instruments.
The Trustees shall use every reasonable means to assure that all
persons having dealings with the Trust shall be informed that the
property of the Shareholders and the Trustees, officers,
employees and agents of the Trust shall not be subject to claims
against or obligations of the Trust to any extent whatsoever.
The Trustees shall cause to be inserted in any written agreement,
undertaking or obligation made or issued on behalf of the Trust
(including certificates for Shares of the Trust) an appropriate
reference to this Declaration, providing that neither the
Shareholders, the Trustees, the officers, the employees nor any
agent of the Trust shall be liable thereunder, and that the other
parties to such instrument shall look solely to the Trust
property for the payment of any claim thereunder or for the
performance thereof; but the omission of such provisions from any
such instrument shall not render any Shareholder, Trustee,
officer, employee or agent liable, nor shall the Trustee, or any
officer, agent or employee of the Trust be liable to anyone for
such omission. If, notwithstanding this provision, any
Shareholder, Trustee, officer, employee or agent shall be held
liable to any other person by reason of the omission of such
provision from any such agreement, undertaking or obligation, the
Shareholder, Trustee, officer, employee or agent shall be
entitled to indemnity and reimbursement out of the Trust
property, as provided in this Article XI.
Section 4. Indemnification of Trustees, Officers, Employees
and Agents.
(a) Every person who is or has been a Trustee, officer,
employee or agent of the Trust and persons who serve at the
Trust's request as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the Trust to the fullest
extent permitted by law against liability and against all
expenses reasonably incurred or paid by him in connection with
any debt, claim, action, demand, suit, proceeding, judgment,
decree, liability or obligation of any kind in which he becomes
involved as a party or otherwise by virtue of his being or having
been a Trustee, officer, employee or agent of the Trust or of
another corporation, partnership, joint venture, trust or other
enterprise at the request of the Trust and against amounts paid
or incurred by him in the settlement thereof.
(b) The words "claim," "action," "suit" or "proceeding"
shall apply to all claims, actions, suits or proceedings (civil,
criminal, administrative, legislative, investigative or other),
actual or threatened, and the words "liability" and "expenses"
shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.
(c) No indemnification shall be provided hereunder to a
Trustee, officer, employee or agent against any liability to the
Trust or its Shareholder by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.
(d) the rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not affect any other rights to which any
Trustee, officer, employee or agent may now or hereafter be
entitled, shall continue as to a person who has ceased to be such
Trustee, officer, employee, or agents and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
(e) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit or
proceeding of the character described in paragraph (a) of this
Section 4 may be paid by the Trust prior to final disposition
thereof upon receipt of an undertaking by or on behalf of the
Trustee, officer, employee or agent secured by a surety bond or
other suitable insurance that such amount will be paid over by
him to the Trust if it is ultimately determined that he is not
entitled to indemnification under this Section 4.
ARTICLE XII
MISCELLANEOUS
Section 1. Trust is not a Partnership. It is hereby
expressly declared that a trust and not a partnership is created
hereby.
Section 2. Trustees Good Faith Action, Expert Advice,
No Bond or Surety. The exercise by the Trustees of their powers
and discretions hereunder in good faith and with reasonable care
under the circumstances then prevailing, shall be binding upon
everyone interested. Subject to the provisions of Article XI,
the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel
or other experts with respect to the meaning and operation of
this Declaration of Trust, and subject to the provisions of
Article XI, shall be under no liability for any act or omission
in accordance with such advice of counsel or other experts with
respect to the meaning and operation of this Declaration of
Trust, and subject to the provisions of Article XI, shall be
under no liability for any act or omission in accordance with
such advice or for failing to follow such advice. The Trustees
shall not be required to give any bond as such, nor any surety if
a bond is required.
Section 3. Establishment of Record Dates. The
Trustees may close the Share transfer books of the Trust for the
period not exceeding sixty (60) days preceding the date of any
meeting of Shareholders, or the date for the payment of any
dividend or the making of any distribution to Shareholders, or
the date for the allotment of rights, or the date when any change
or conversion or exchange of Shares shall go into effect; or in
lieu of closing the Share transfer books as aforesaid, the
Trustees may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of Shareholders, or the date
for the payment of any dividend or the making of any distribution
to Shareholders, or the date for the allotment of rights, or the
date when any change or conversion or exchange of Shares shall go
into effect, or the last day on which the consent or dissent of
Shareholders may be effectively expressed for any purpose, as a
record date for the determination of the Shareholders entitled to
notice of, and, to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or
distribution, or to such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of
shares, or to exchange of shares, or to exercise the right to
give such consent or dissent, and in such case such Shareholder
and only such Shareholder as shall be Shareholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting, or to receive payment of such dividend or
distribution, or to receive such allotment or rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any Shares on the books of the Trust after such date
fixed as aforesaid.
Section 4. Termination of Trust.
(a) This Trust shall continue without limitation of time
but subject to the provisions of paragraphs (b), (c) and (d) of
this Section 4.
(b) The Trustees, with the approval of the holders of at
least two-thirds of the outstanding Shares, may by unanimous
action sell and convey the assets of the Trust to another trust
or corporation organized under the laws of any state of the
United States, which is a diversified open-end management
investment company as defined in the 1940 Act, for an adequate
consideration which may include the assumption of all outstanding
obligations, taxes and other liabilities, accrued or contingent,
of the Trust and which may include shares of beneficial interest
or stock of such trust or corporation. Upon making provision for
the payment of all such liabilities, by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds
ratably among the holders of the Shares of the Trust then
outstanding.
(c) Subject to a Majority Shareholder Vote, the Trustees
may at any time sell and convert into money all the assets of the
Trust. Upon making provision for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent,
of the Trust, the Trustees shall distribute the remaining assets
of the Trust ratably among the holders of the outstanding Shares.
(d) Upon completion of the distribution of the remaining
proceeds of the remaining assets as provided in paragraphs (b)
and (c), the Trust shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties
hereunder and the right, title and interest of all parties shall
be canceled and discharged.
Section 5. Officers of the Trust, Filing of Copies,
References, Headings. The Trust shall maintain a usual place
of business in Massachusetts, which, initially, shall be 31 Milk
Street, Boston Massachusetts; and shall continue to maintain an
office at such address unless changed by the Trustees to another
location in Massachusetts. The Trust may maintain other offices
as the Trustees may from time to time determine. The original or
a copy of this instrument and of each declaration of trust
supplemental hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental declaration of trust shall be
filed by the Trustees with the Massachusetts Secretary of State
and the Boston City Clerk, as well as any other governmental
office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such supplemental
declaration of trust has been made and as to any matters in
connection with the Trust hereunder, and with the same effect as
if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any
such supplemental declaration of trust, references to this
instrument, and all expressions like herein, hereof and
hereunder, shall be deemed to refer to this instrument as
amended or affected by an such supplemental declaration of trust.
Headings are placed herein for convenience of reference only and
in case of any conflict, the text of this instrument, rather than
the headings, shall control. This instrument may be executed in
any number of counterparts each of which shall be deemed an
original.
Section 6. Applicable Law. The Trust set forth in
this instrument is created under and is to be governed by and
construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type
commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Section 7. Amendments. Prior to the initial issuance
of Shares pursuant to the second sentence of Section 3 of Article
III, a majority of the Trustees then in office may amend or
otherwise supplement this instrument by making a Declaration of
Trust supplemental hereto, which thereafter shall form a part
hereof. Subsequent to such initial issuance of Shares, if
authorized by a majority of the Trustees then in office and by a
Majority Shareholder Vote, or by any larger vote which may be
required by applicable law or this Declaration of Trust in any
particular case, the Trustees shall amend or otherwise supplement
this instrument, by making a Declaration of Trust supplement
hereto, which thereafter shall form a part hereof. Any such
supplemental Declaration of Trust shall be signed by at least a
majority of the Trustees then in office. Copies of the
supplemental Declaration of Trust shall be filed as specified in
Section 5 of this Article XII.
IN WITNESS WHEREOF, the undersigned have executed this
instrument the day and year first above written.
John F. Donahue J. Joseph Maloney, Jr.
Thomas J. Donnelly Gregor F. Meyer
Richard B. Fisher Wesley W. Posvar
Edward L. Flaherty, Jr. Edward E. Smuts
Glen R. Johnson
COMMONWEALTH OF PENNSYLVANIA )
: ss
COUNTY OF ALLEGHENY )
I hereby certify that on June 1, 1982 before me, the
subscriber, a Notary Public of the Commonwealth of Pennsylvania,
in for the County of Allegheny, personally appear JOHN F.
DONAHUE, RICHARD B. FISHER, J. JOSEPH MALONEY, JR., WESLEY W.
POSVAR, EDWARD E. SMUTS, THOMAS J. DONNELLY, GLEN R. JOHNSON,
GREGOR F. MEYER and EDWARD L. FLAHERTY, JR., who acknowledged the
foregoing Declaration of Trust to be their act.
Witness my hand and notarial seal the day and year last
above written.
\s\Loretta Yagesh
Notary Public
LORETTA YAGESH, Notary Public
Pittsburgh, Allegheny County, PA.
My Commission Expires Aug. 23, 1982
The Commonwealth of Massachusetts
Department of State Secretary
State House, Boston, 02133
August 4, 1982
TO WHOM IT MAY CONCERN:
I hereby certify that
AUTOMATED GOVERNMENT MONEY TRUST
is voluntary association with transferable shares organized and
existing under and by virtue of the laws of said Commonwealth of
Massachusetts; that a copy of its Declaration of Trust dated June
1, 1982 was filed in this office on August 3, 1982 pursuant to
Chapter 182 of the laws of said Commonwealth of Massachusetts,
and that said association is at the date of this certificate duly
authorized to exercised in said Commonwealth of Massachusetts all
of the powers recited in said Declaration of Trust and to
transact business in said Commonwealth of Massachusetts.
IN TESTIMONY of which, I have
hereunto affixed the Great
Seal of the Commonwealth on
the date first above written.
/s/Secretary of State
[SEAL]
gm
Exhibit 2(i-iv) under Form N-1A
Exhibit 3(b) under Item 601/Reg. S-K
AUTOMATED GOVERNMENT MONEY TRUST
OUTLINE OF BY-LAWS
Page
Article I Officers and Their Election 1
1. Officers 1
2. Election of Officers 1
3. Resignation and Removals and Vacancies 1
Article II Powers and Duties of Trustees and Officers 1
1. Trustees 1
2. Chairman of the Trustees 1
3. President 1
4. Vice President 2
5. Secretary 2
6. Treasurer 2
7. Assistant Vice President 2
8. Assistant Secretaries and Assistant Treasurers
2
9. Salaries 2
Article III Powers and Duties of the Executive and Other
Committees 2
1. Executive and Other Committees 2
2. Vacancies in Executive Committee 3
3. Executive Committee to Report to Trustees 3
4. Procedure of Executive Committee 3
5. Powers of Executive Committee 3
6. Compensation 3
7. Informal Action by Executive Committee or Other
Committees 3
Article IV Shareholders' Meetings 4
1. Special Meetings 4
2. Notices 4
3. Place of Meetings 4
4. Action by Consent 4
5. Proxies 4
Article V Trustees Meetings 4
1. Number and Qualifications of Trustees 4
2. Special Meetings 5
3. Regular Meetings 5
Page
Article V Trustees Meetings (Cont'd) 5
4. Quorum and Vote 5
5. Notices 5
6. Place of Meeting 5
7. Telephonic Meeting 5
8. Special Action 5
9. Action by Consent 5
10. Compensation of Trustees 6
Article VI Shares of Beneficial Interest 6
1. Beneficial Interest 6
2. Certificates 6
3. Transfer of Shares 6
4. Equitable Interest not Recognized 6
5. Lost, Destroyed or Mutilated Certificates 6
6. Transfer Agent and Registrar: Regulations 6
Article VII Inspection of Books 7
Article VIII Agreements, Checks, Drafts, Endorsements, Etc.
7
1. Agreements, Etc. 7
2. Checks, Drafts, Etc. 7
3. Endorsements, Assignments and Transfer of Securities
7
4. Evidence of Authority 7
Article IX Seal 8
Article X Fiscal Year 8
Article XI Amendments 8
Article XII Waivers of Notice 8
Article XIII Report to Shareholders
8
Article XIV Books and Records 9
BY-LAWS
of
AUTOMATED GOVERNMENT MONEY TRUST
ARTICLE I
OFFICERS AND THEIR ELECTION
Section 1. Officers. The officers of the Trust shall be
a Chairman of the Trustees, a President, one or more Vice
Presidents, a Treasurer, a Secretary and such other officers as
the Trustees may from time to time elect. It shall not be
necessary for any Trustee or other officer to be a holder shares
in the Trust.
Section 2. Election of Officers. The President, Vice
President, Treasurer and Secretary shall be chosen annually by
the Trustees. The Chairman of the Trustees shall be chosen
annually by and from the Trustees.
Two or more offices may be held by a single person
except the officers of President and Secretary. The officers
shall hold office until their successors are chosen and
qualified.
Section 3. Resignations and Removals and Vacancies.
Any officer of the Trust may resign by filing a written
resignation with the Chairman of the Trustees or with the
Trustees or with the Secretary, which shall take effect on being
so filed or at such time as may be therein specified. The
Trustees may remove any officer, with or without cause, by a
majority vote of all of the Trustees. The Trustees may fill any
vacancy created in any office whether by resignation, removal or
otherwise.
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 1. Trustees. The business and affairs of the
Trust shall be managed by the Trustees, and they shall have all
powers necessary and desirable.
Section 2. Chairman of the Trustees ("Chairman"). The
Chairman shall be the chief executive officer of the Trust. He
shall have general supervision over the business of the Trust and
policies of the Trust. He shall employ and define the duties of
all employees of the Trust, shall have power to discharge any
such employees, shall exercise general supervision over the
affairs of the Trust and shall perform such other duties as may
be assigned to him from time to time by the Trustees. He shall
preside at the meetings of shareholders and of the Trustees. The
Chairman shall appoint a Trustee to president at such meetings in
his absence, with the approval of the Trustees.
Section 3. President. The President, in the absence
of the Chairman, shall perform all duties and may exercise any of
the powers of the Chairman subject to the control of the other
Trustees. He shall counsel and advise the Chairman on matters of
major importance and shall perform such other duties as may be
assigned to him from time to time by the Trustees, the Chairman,
or the Executive Committee.
Section 4. Vice President. The Vice President (or if
more than one, the senior Vice President) in the absence of the
President shall perform all duties and may exercise any of the
powers of the President subject to the control of the Trustees.
Each Vice President shall perform such other duties as may be
assigned to him from time to time by the Trustees, the Chairman
or the Executive Committee.
Section 5. Secretary. The Secretary shall keep or
cause to be kept in books provided for the purpose the Minutes of
the Meetings of Shareholders and of the Trustees; shall see that
all Notices are duly given in accordance with the provisions of
these By-Laws and as required by law; shall be custodian of the
records and of the Seal of the Trust and see that the Seal is
affixed to all documents, the execution of which on behalf of the
Trust under its Seal it duly authorized; shall keep directly or
through a transfer agent a register of the post office address of
each shareholder, and make all proper changes in such register,
retaining and filing his authority for such entries; shall see
that the books, reports, statements, certificates and all other
documents and records required by law are properly kept and
filed; and in general shall perform all duties incident to the
Office of Secretary and such other duties as may from time to
time be assigned to him by the Trustees, Chairman or the
Executive Committee.
Section 6. Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. He
shall deliver all funds and securities of the Trust which may
come into his hands to such bank or trust company as the Trustees
shall employ as custodian or sub-custodian in accordance with
Article IX of the Declaration of Trust. The Treasurer shall
perform such duties additional to the foregoing as the Trustees,
Chairman or the Executive Committee may from time to time
designate.
Section 7. Assistant Vice President. The Assistant
Vice or Vice Presidents of the Trust shall have such authority
and perform such duties as may be assigned to them by the
Trustees, the Executive Committee or the Chairman.
Section 8. Assistant Secretaries and Assistant
Treasurers. The Assistant Secretary or Secretaries and the
Assistant Treasurer or Treasurers shall perform the duties of the
Secretary and of the Treasurer, respectively, in the absence of
those Officers and shall have such further powers and perform
such other duties as may be assigned to them respectively by the
Trustees or the Executive Committee or the Chairman.
Section 9. Salaries. The salaries of the Officers shall
be fixed from time to time by the Trustees. No officer shall be
prevented from receiving such salary by reason of the fact that
he is also a Trustee.
ARTICLE III
POWERS AND DUTIES OF THE
EXECUTIVE AND OTHER COMMITTEES
Section 1. Executive and Other Committees. The
Trustees may elect from their own number an executive committee
to consist of not less than two members, which number shall
include the Chairman of the Trustees, who shall, ex officio, be a
member thereof. The executive committee shall be elected by a
resolution passed by a vote of at least a majority of the
Trustees then in office. The Trustees may also elect from their
own number other committees from time to time, the number
composing such committees and the powers conferred upon the same
to be determined by vote of the Trustees.
Section 2. Vacancies in Executive Committee. Vacancies
occurring in the Executive Committee from any cause shall be
filled by the Trustees by a resolution passed by the vote of at
least a majority of the Trustees then in office.
Section 3. Executive Committee Report to Trustees. All
action by the Executive Committee shall be reported to the
Trustees at their meeting next succeeding such action.
Section 4. Procedure of Executive Committee. The
Executive Committee shall fix its own rules of procedure not
inconsistent with these By-Laws or with any directions of the
Trustees. It shall meet at such times and places and upon such
notice as shall be provided by such rules or by resolution of the
Trustees. The presence of a majority shall constitute a quorum
for the transaction of business, and in every case an affirmative
vote of a majority of all the members of the Committee present
shall be necessary for the taking of any action.
Section 5. Powers of the Executive Committee. During the
intervals between the Meetings of the Trustees, the Executive
Committee, except as limited by the By-Laws of the Trust or by
specific directions of the Trustees, shall possess and may
exercise all the powers of the Trustees in the management and
direction of the business and conduct of the affairs of the Trust
in such manner as the Executive Committee shall deem for the best
interests of the Trust, and shall have power to authorize the
Seal of the Trust to be affixed to all instruments and documents
requiring same. Notwithstanding the foregoing, the Executive
Committee shall not have the power to elect Trustees, increase or
decrease the number of Trustees, elect or remove any Officer,
declare dividends, issue shares or recommend to shareholders any
action requiring shareholder approval.
Section 6. Compensation. The members of any duly
appointed committee shall receive such compensation and/or fees
as from time to time may be fixed by the Trustees.
Section 7.
Informal Action by Executive Committee or Other Committee. Any
action required or permitted to be taken at any meeting of the
Executive Committee or any other duly appointed Committee may be
taken without a meeting if a consent in writing setting forth
such action is signed by all members of such committee and such
consent is filed with the records of the Trust.
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. Special Meetings. A special meeting of the
shareholders shall be called by the Secretary whenever ordered by
the Trustees, the Chairman or requested in writing by the holder
or holders of at least one-tenth of the outstanding shares
entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than two days to call
such special meeting, the Trustees, Chairman or the shareholders
so requesting may, in the name of the Secretary, call the meeting
by giving notice thereof in the manner required when notice is
given by the Secretary.
Section 2. Notices. Except as above provided, notices
of any special meeting of the shareholders shall be given by the
Secretary be delivering or mailing, postage prepaid, to each
shareholder entitled to vote at said meeting, a written or
printed notification of such meeting, at least fifteen days
before the meeting, to such address as may be registered with the
Trust by the shareholder.
Section 3. Place of Meeting. Meetings of the
Shareholders shall be held at the principal place of business of
the Trust in Pittsburgh, Pennsylvania, or at such place within or
without the Commonwealth of Massachusetts as fixed from time to
time by resolution of the Trustees.
Section 4. Action by Consent. Any action required or
permitted to be taken at any meeting of shareholders may be taken
without a meeting, if a consent in writing, setting forth such
action, is signed by all the shareholders entitled to vote on the
subject matter thereof, and such consent is filed with the
records of the Trust.
Section 5. Proxies. Any shareholder entitled to vote at
any meeting of shareholders may vote either in person or by
proxy. Every proxy shall be in writing subscribed by the
shareholder or his duly authorized attorney and dated, but need
not be sealed, witnessed or acknowledged. All proxies shall be
filed with and verified by the Secretary or an Assistant
Secretary of the Trust or, if the meeting shall so decide, by the
Secretary of the Meeting.
ARTICLE V
TRUSTEES' MEETINGS
Section 1. Number and Qualifications of Trustees. The
number of Trustees shall be as fixed from time to time by a
majority of the Trustees but shall be no less than three nor more
than twenty. The Trustees may from time to time increase or
decrease the number of Trustees to such number as they deem
expedient, not to be less than three nor more than twenty,
however, and fill the vacancies so created. The term of office
of a Trustee shall not affected by any decrease in the number of
Trustees made by the Trustees pursuant to the foregoing
authorization.
Section 2. Special Meetings. Special meetings of the
Trustees shall be called by the Secretary at the written request
of the Chairman or any Trustee, and if the Secretary when so
requested refuses or fails for more than twenty-four hours to
call such meeting, the Chairman or such Trustee may in the name
of the Secretary call such meeting by giving due notice in the
manner required when notice is given by the Secretary.
Section 3. Regular Meetings. Regular meetings of the
Trustees may be held without call or notice at such places and at
such times as the Trustees may from time to time determine,
provided that any Trustee who is absent when such determination
is made shall be given notice of the determination.
Section 4. Quorum and Vote. A majority of the
Trustees shall constitute a quorum for the transaction of
business. The act of a majority of the Trustees present at any
meeting at which a quorum is present shall be the act of the
Trustees unless a greater proportion is required by the
Declaration of Trust or these By-Laws or applicable law. In the
absence of a quorum, a majority of the Trustees present may
adjourn the meeting from time to time until a quorum shall be
present. Notice of any adjourned meeting need not be given.
Section 5. Notices. Except as otherwise provided,
notice of any special meeting of the Trustees shall be given by
the Secretary to each Trustee, by mailing to him, postage
prepaid, addressed to him at his address as registered on the
books of the Trust or, if not so registered, at his last known
address, a written or printed notification of such meeting at
least four days before the meeting or by sending to him at least
one day before the meeting, by prepaid telegram, addressed to him
at his said registered address, if any, or if he has no such
registered address, at his last know address, notice of such
meeting. Subject to compliance with Section 15(c) of the
Investment Company Act of 1940, notice or waiver of notice need
not specify the purpose of any special meeting.
Section 6. Place of Meeting. Meetings of the Trustees
shall be held at the principal place of business of the Trust in
Pittsburgh, Pennsylvania, or at such place within or without the
Commonwealth of Massachusetts as fixed from time to time by
resolution of the Trustees, or as the person or persons
requesting said meeting be called may designate, by any meeting
may adjourn to any other place.
Section 7. Telephonic Meeting. Subject to compliance
with Sections 15(c) and 32(a) of the Investment Company Act of
1940, if it is impractical for the Trustees to meet in person,
the Trustees may meet by means of a telephone conference circuit
to which all Trustees are connected or of which all Trustees
shall have waived notice, which meeting shall be deemed to have
been held at a place designated by the Trustees at the meeting.
Section 8. Special Action. When all the Trustees
shall be present at any meeting, however called, or whenever
held, or shall assent to the holding of the meeting without
notice, or after the meeting shall sign a written asset thereto
on the record of such meeting, the acts of such meeting shall be
valid as if such meeting had been regularly held.
Section 9. Action by Consent. Any action by the
Trustees may be taken without a meeting if a written consent
thereto is signed by all the Trustees and filed with the records
of the Trustees' meetings. Such consent shall be treated as a
vote of the Trustees for all purposes.
Section 10. Compensation of Trustees. The Trustees
may receive a stated salary for their services as Trustees, and
by Resolution of Trustees a fixed fee and expenses of attendance
may be allowed for attendance at each Meeting. Nothing herein
contained shall be construed to preclude any Trustee from serving
the Trust in any other capacity, as an officer, agent or
otherwise and receiving compensation therefor.
ARTICLE VI
SHARES OF BENEFICIAL INTEREST
Section 1. Beneficial Interest. The beneficial
interest in the Trust shall at all times be divided into an
unlimited number of shares without par value. The shares of
beneficial interest shall have one vote per share at any meeting
of the shareholders and a fractional vote for each fraction of a
share.
Section 2. Certificates. All certificates for shares
shall be signed by the Chairman, President or any Vice President
and by the Treasurer or Secretary or any Assistant Treasurer or
Assistant Secretary and sealed with the seal of the Trust. The
signatures may be either manual of facsimile signatures and the
seal may be either facsimile or any other form of seal.
Certificates and shares for which the Trust has appointed an
independent Transfer Agent and Registrar shall not be valid
unless countersigned by such Transfer Agent and registered by
such Registrar. In case any officer who has signed any
certificate ceases to be an officer of the Trust before the
certificate is issued, the certificate may nevertheless be issued
by the Trust with the same effect as if the officer had not
ceased to be such officer as of the date of its issuance. Shares
certificates shall be in such form not inconsistent with law or
the Declaration of Trust of these By-Laws as may be determined by
the Trustees.
Section 3. Transfer of Shares. The shares of the Trust
shall be transferable, so as to affect the rights of the Trust,
only by transfer recorded on the books of the Trust, in person or
by attorney.
Section 4. Equitable Interest Not Recognized. The Trust
shall be entitled to treat the holder of record of any share or
shares as the absolute owner thereof and shall not be bound to
recognize any equitable or other claim or interest in such share
or shares on the part of any other person except as may be
otherwise expressly provided by law.
Section 5. Lost, Destroyed or Mutilated Certificates.
In case any certificate for shares is lost, mutilated or
destroyed, the Trustees may issue a new certificate in place
thereof upon indemnity to the Trust against loss and upon such
other terms and conditions as the Trustees may deem advisable.
Section 6. Transfer Agent and Registrar: Regulations.
The Trustees shall have power and authority to make all such
rules and regulations as they may deem expedient concerning the
issuance, transfer and registration of certificates for shares
and may appoint a Transfer Agent and/or Registrar of certificates
for shares, and may require all such share certificates to bear
the signature of such Registrar.
ARTICLE VII
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and
to what extent, and at what time and places, and under what
conditions and regulations the accounts and books of the Trust or
any of them shall be open to the inspection of the shareholders;
and no shareholder shall have any right of inspecting any account
or book or document of the Trust except as conferred by laws or
authorized by the Trustees or by resolution of the shareholders.
ARTICLE VIII
AGREEMENTS, CHECKS, DRAFTS, ENDORSEMENTS, ETC.
Section 1. Agreements, Etc. The Trustees or the
Executive Committee may authorize any Officer or Officers, or
Agent or Agents of the Trust to enter into any Agreement or
execute and deliver any instrument in the name of an on behalf of
the Trust, and such authority may be general or confined to
specific instances; and, unless so authorized by the Trustees or
by the Executive Committee or by these By-Laws, no Officer, Agent
or Employee shall have any power or authority to bind the Trust
by any Agreement or engagement or to pledge its credit or render
it liable pecuniarily for any purpose or to any amount.
Section 2. Checks, Drafts, Etc. All checks, drafts,
or orders for the payment of money, notes and other evidences of
indebtedness shall be signed by such Officer or Officers,
Employee or Employees, or Agent or Agents, as shall from time to
time be designated by the Trustees or the Executive Committee, or
as may be specified in or pursuant to the agreement between the
Trust and the Bank or Trust Company appointed as custodian,
pursuant to the provisions of the Declaration of Trust.
Section 3. Endorsements, Assignments and Transfer of
Securities. All endorsements, assignments, stock powers or
other instruments of transfer of securities standing in the name
of the Trust or its nominee or directions for the transfer of
securities belonging to the Trust shall be made by such Officer
or Officers, Employee or Employees, or Agent or Agents as may be
authorized by the Trustees or the Executive Committee.
Section 4. Evidence of Authority. Anyone dealing with
the Trust shall be fully justified in relying on a copy of a
resolution of the Trustees or of any committee thereof empowered
to act in the premises which is certified as true by the
Secretary or an Assistant Secretary under the seal of the Trust.
ARTICLE IX
SEAL
The seal of the Trust shall be circular in form, bearing the
inscription:
AUTOMATED GOVERNMENT TRUST
ARTICLE X
FISCAL YEAR
The fiscal year of the Trust shall be the period of twelve
months ending on the last day of April in each calendar year.
ARTICLE XI
AMENDMENTS
These By-Laws may be amended by a majority vote of all of
the Trustees.
ARTICLE XII
WAIVERS OF NOTICE
Whenever any notice whatsoever is required to be given under
the provisions of any statute of the Commonwealth of
Massachusetts, or under the provisions of the Declaration of
Trust or these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent
thereto. A notice shall be deemed to have been given if
telegraphed, cabled, or sent by wireless when it has been
delivered to a representative of any telegraph, cable or wireless
company with instructions that it be telegraphed, cabled or sent
by wireless. Any notice shall be deemed to be given if mailed at
the time when the same shall be deposited in the mail.
ARTICLE XIII
REPORT TO SHAREHOLDERS
The Trustees shall at least semi-annually submit to the
shareholders a written financial report of the transactions of
the Trust, including financial statements which shall at least
annually be certified by independent public accountants.
ARTICLE XIV
BOOKS AND RECORDS
The books and records of the Trust, including the stock
ledger or ledgers, may be kept in or outside the Commonwealth of
Massachusetts at such office or agency of the Trust as may be
from time to time determined by the Trustees.
AUTOMATED GOVERNMENT MONEY TRUST
Amendment No. 1
To
By-Laws
Effective October 25, 1982
ARTICLE X
Fiscal Year
The fiscal year of the Trust shall be the period of twelve
months ending on the last day of July in each calendar year.
AUTOMATED GOVERNMENT MONEY TRUST
Amendment No. 2 to By-Laws
Effective February 17, 1984
ARTICLE I
Section 2. Election of Officers. The President, Vice
President(s), Treasurer and Secretary shall be chosen annually by
the Trustees. The Chairman of the Trustees shall be chosen
annually by and from the Trustees.
ARTICLE III
Section 1. Executive and Other Committees. The
Trustees may elect from their own number an executive committee
to consist of not less than two members. The executive committee
shall be elected by a resolution passed by a vote of at least a
majority of the Trustees then in office. The Trustees may also
elect from their own number other committees from time to time,
the number composing such committees and the powers conferred
upon the same to be determined by vote of the Trustees.
Amendment No. 3. to By-Laws
AUTOMATED GOVERNMENT MONEY TRUST
Effective February 2, 1987
ARTICLE II
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
Section 2. Chairman of the Trustees ("Chairman"). The
Chairman shall be the chief executive officer of the Trust. He
shall have general supervision over the business of the Trust and
policies of the Trust. He shall employ and define the duties of
all employees of the Trust, shall have power to discharge any
such employees, shall exercise general supervision over the
affairs of the Trust and shall perform such other duties as may
be assigned to him from time to time by the Trustees. He shall
president at the meetings of shareholders and of the Trustees.
The Chairman shall appoint a Trustee or officer to president at
such meetings in his absence.
Exhibit 8 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
CUSTODIAN CONTRACT
Between
FEDERATED INVESTMENT COMPANIES
and
STATE STREET BANK AND TRUST COMPANY
and
FEDERATED SERVICES COMPANY
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held by It 1
2. Duties of the Custodian With Respect to Property of the Funds
Held by the Custodian 2
2.1 Holding Securities 2
2.2 Delivery of Securities 2
2.3 Registration of Securities 5
2.4 Bank Accounts 6
2.5 Payments for Shares 7
2.6 Availability of Federal Funds 7
2.7 Collection of Income 7
2.8 Payment of Fund Moneys 8
2.9 Liability for Payment in Advance of Receipt of
Securities Purchased. 9
2.10 Payments for Repurchases or Redemptions of Shares of a
Fund 9
2.11 Appointment of Agents 10
2.12 Deposit of Fund Assets in Securities System 10
2.13 Segregated Account 12
2.14 Joint Repurchase Agreements 13
2.15 Ownership Certificates for Tax Purposes 13
2.16 Proxies 13
2.17 Communications Relating to Fund Portfolio Securities 13
2.18 Proper Instructions 14
2.19 Actions Permitted Without Express Authority 14
2.20 Evidence of Authority 15
2.21 Notice to Trust by Custodian Regarding Cash Movement. 15
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income 15
4. Records 16
5. Opinion of Funds' Independent Public Accountants/Auditors 16
6. Reports to Trust by Independent Public Accountants/Auditors 17
7. Compensation of Custodian 17
8. Responsibility of Custodian 17
9. Effective Period, Termination and Amendment 19
10. Successor Custodian 20
11. Interpretive and Additional Provisions 21
12. Massachusetts Law to Apply 22
13. Notices 22
14. Counterparts 22
15. Limitations of Liability 22
CUSTODIAN CONTRACT
This Contract between those INVESTMENT COMPANIES listed on Exhibit 1,
as it may be amended from time to time, (the "Trust"), which may be
Massachusetts business trusts or Maryland corporations or have such
other form of organization as may be indicated, on behalf of the
portfolios (hereinafter collectively called the "Funds" and
individually referred to as a "Fund") of the Trust, having its
principal place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, and STATE STREET BANK AND TRUST COMPANY, a
Massachusetts trust company, having its principal place of business at
225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called
the "Custodian", and FEDERATED SERVICES COMPANY, a Delaware business
trust company, having its principal place of business at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, hereinafter
called ("Company").
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Trust hereby employs the Custodian as the custodian of the
assets of each of the Funds of the Trust. Except as otherwise
expressly provided herein, the securities and other assets of
each of the Funds shall be segregated from the assets of each of
the other Funds and from all other persons and entities. The
Trust will deliver to the Custodian all securities and cash owned
by the Funds and all payments of income, payments of principal or
capital distributions received by them with respect to all
securities owned by the Funds from time to time, and the cash
consideration received by them for shares ("Shares") of
beneficial interest/capital stock of the Funds as may be issued
or sold from time to time. The Custodian shall not be
responsible for any property of the Funds held or received by the
Funds and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of
Section 2.18), the Custodian shall from time to time employ one
or more sub-custodians upon the terms specified in the Proper
Instructions, provided that the Custodian shall have no more or
less responsibility or liability to the Trust or any of the Funds
on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.
2. Duties of the Custodian With Respect to Property of the Funds
Held by the Custodian
2.1Holding Securities. The Custodian shall hold and physically
segregate for the account of each Fund all non-cash property,
including all securities owned by each Fund, other than
securities which are maintained pursuant to Section 2.12 in a
clearing agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department of the
Treasury, collectively referred to herein as "Securities
System", or securities which are subject to a joint
repurchase agreement with affiliated funds pursuant to
Section 2.14. The Custodian shall maintain records of all
receipts, deliveries and locations of such securities,
together with a current inventory thereof, and shall conduct
periodic physical inspections of certificates representing
stocks, bonds and other securities held by it under this
Contract in such manner as the Custodian shall determine from
time to time to be advisable in order to verify the accuracy
of such inventory. With respect to securities held by any
agent appointed pursuant to Section 2.11 hereof, and with
respect to securities held by any sub-custodian appointed
pursuant to Section 1 hereof, the Custodian may rely upon
certificates from such agent as to the holdings of such agent
and from such sub-custodian as to the holdings of such sub-
custodian, it being understood that such reliance in no way
relieves the Custodian of its responsibilities under this
Contract. The Custodian will promptly report to the Trust
the results of such inspections, indicating any shortages or
discrepancies uncovered thereby, and take appropriate action
to remedy any such shortages or discrepancies.
2.2Delivery of Securities. The Custodian shall release and
deliver securities owned by a Fund held by the Custodian or
in a Securities System account of the Custodian only upon
receipt of Proper Instructions, which may be continuing
instructions when deemed appropriate by the parties, and only
in the following cases:
(1)Upon sale of such securities for the account of a Fund
and receipt of payment therefor;
(2)Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered
into by the Trust;
(3)In the case of a sale effected through a Securities
System, in accordance with the provisions of Section 2.12
hereof;
(4)To the depository agent in connection with tender or
other similar offers for portfolio securities of a Fund,
in accordance with the provisions of Section 2.17 hereof;
(5)To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
(6)To the issuer thereof, or its agent, for transfer into
the name of a Fund or into the name of any nominee or
nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.11 or
into the name or nominee name of any sub-custodian
appointed pursuant to Section 1; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of
units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
(7)Upon the sale of such securities for the account of a
Fund, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street
delivery custom"; provided that in any such case, the
Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities
prior to receiving payment for such securities except as
may arise from the Custodian's own failure to act in
accordance with the standard of reasonable care or any
higher standard of care imposed upon the Custodian by any
applicable law or regulation if such above-stated
standard of reasonable care were not part of this
Contract;
(8)For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization
or readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
(9)In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim
receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
(10) For delivery in connection with any loans of
portfolio securities of a Fund, but only against receipt
of adequate collateral in the form of (a) cash, in an
amount specified by the Trust, (b) certificated
securities of a description specified by the Trust,
registered in the name of the Fund or in the name of a
nominee of the Custodian referred to in Section 2.3
hereof or in proper form for transfer, or (c) securities
of a description specified by the Trust, transferred
through a Securities System in accordance with Section
2.12 hereof;
(11) For delivery as security in connection with any
borrowings requiring a pledge of assets by a Fund, but
only against receipt of amounts borrowed, except that in
cases where additional collateral is required to secure a
borrowing already made, further securities may be
released for the purpose;
(12) For delivery in accordance with the provisions of
any agreement among the Trust or a Fund, the Custodian
and a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")
and a member of The National Association of Securities
Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any
similar organization or organizations, regarding escrow
or other arrangements in connection with transactions for
a Fund;
(13) For delivery in accordance with the provisions of
any agreement among the Trust or a Fund, the Custodian,
and a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or
any Contract Market, or any similar organization or
organizations, regarding account deposits in connection
with transaction for a Fund;
(14) Upon receipt of instructions from the transfer agent
("Transfer Agent") for a Fund, for delivery to such
Transfer Agent or to the holders of shares in connection
with distributions in kind, in satisfaction of requests
by holders of Shares for repurchase or redemption; and
(15) For any other proper corporate purpose, but only
upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Executive Committee
of the Trust on behalf of a Fund signed by an officer of
the Trust and certified by its Secretary or an Assistant
Secretary, specifying the securities to be delivered,
setting forth the purpose for which such delivery is to
be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be registered
in the name of a particular Fund or in the name of any
nominee of the Fund or of any nominee of the Custodian which
nominee shall be assigned exclusively to the Fund, unless the
Trust has authorized in writing the appointment of a nominee
to be used in common with other registered investment
companies affiliated with the Fund, or in the name or nominee
name of any agent appointed pursuant to Section 2.11 or in
the name or nominee name of any sub-custodian appointed
pursuant to Section 1. All securities accepted by the
Custodian on behalf of a Fund under the terms of this
Contract shall be in "street name" or other good delivery
form.
2.4 Bank Accounts. The Custodian shall open and maintain a
separate bank account or accounts in the name of each Fund,
subject only to draft or order by the Custodian acting
pursuant to the terms of this Contract, and shall hold in
such account or accounts, subject to the provisions hereof,
all cash received by it from or for the account of each Fund,
other than cash maintained in a joint repurchase account with
other affiliated funds pursuant to Section 2.14 of this
Contract or by a particular Fund in a bank account
established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended, (the "1940 Act").
Funds held by the Custodian for a Fund may be deposited by it
to its credit as Custodian in the Banking Department of the
Custodian or in such other banks or trust companies as it may
in its discretion deem necessary or desirable; provided,
however, that every such bank or trust company shall be
qualified to act as a custodian under the 1940 Act and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved by
vote of a majority of the Board of Trustees/Directors
("Board") of the Trust. Such funds shall be deposited by the
Custodian in its capacity as Custodian for the Fund and shall
be withdrawable by the Custodian only in that capacity. If
requested by the Trust, the Custodian shall furnish the
Trust, not later than twenty (20) days after the last
business day of each month, an internal reconciliation of the
closing balance as of that day in all accounts described in
this section to the balance shown on the daily cash report
for that day rendered to the Trust.
2.5Payments for Shares. The Custodian shall make such
arrangements with the Transfer Agent of each Fund, as will
enable the Custodian to receive the cash consideration due to
each Fund and will deposit into each Fund's account such
payments as are received from the Transfer Agent. The
Custodian will provide timely notification to the Trust and
the Transfer Agent of any receipt by it of payments for
Shares of the respective Fund.
2.6Availability of Federal Funds. Upon mutual agreement between
the Trust and the Custodian, the Custodian shall make federal
funds available to the Funds as of specified times agreed
upon from time to time by the Trust and the Custodian in the
amount of checks, clearing house funds, and other non-federal
funds received in payment for Shares of the Funds which are
deposited into the Funds' accounts.
2.7Collection of Income.
(1)The Custodian shall collect on a timely basis all income
and other payments with respect to registered securities
held hereunder to which each Fund shall be entitled
either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income
and other payments with respect to bearer securities if,
on the date of payment by the issuer, such securities are
held by the Custodian or its agent thereof and shall
credit such income, as collected, to each Fund's
custodian account. Without limiting the generality of
the foregoing, the Custodian shall detach and present for
payment all coupons and other income items requiring
presentation as and when they become due and shall
collect interest when due on securities held hereunder.
The collection of income due the Funds on securities
loaned pursuant to the provisions of Section 2.2 (10)
shall be the responsibility of the Trust. The Custodian
will have no duty or responsibility in connection
therewith, other than to provide the Trust with such
information or data as may be necessary to assist the
Trust in arranging for the timely delivery to the
Custodian of the income to which each Fund is properly
entitled.
(2)The Custodian shall promptly notify the Trust whenever
income due on securities is not collected in due course
and will provide the Trust with monthly reports of the
status of past due income unless the parties otherwise
agree.
2.8Payment of Fund Moneys. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate
by the parties, the Custodian shall pay out moneys of each
Fund in the following cases only:
(1)Upon the purchase of securities, futures contracts or
options on futures contracts for the account of a Fund
but only (a) against the delivery of such securities, or
evidence of title to futures contracts, to the Custodian
(or any bank, banking firm or trust company doing
business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian and
has been designated by the Custodian as its agent for
this purpose) registered in the name of the Fund or in
the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer, (b) in
the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in
Section 2.12 hereof or (c) in the case of repurchase
agreements entered into between the Trust and any other
party, (i) against delivery of the securities either in
certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt
evidencing purchase for the account of the Fund of
securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase
such securities from the Fund;
(2)In connection with conversion, exchange or surrender of
securities owned by a Fund as set forth in Section 2.2
hereof;
(3)For the redemption or repurchase of Shares of a Fund
issued by the Trust as set forth in Section 2.10 hereof;
(4)For the payment of any expense or liability incurred by a
Fund, including but not limited to the following payments
for the account of the Fund: interest; taxes;
management, accounting, transfer agent and legal fees;
and operating expenses of the Fund, whether or not such
expenses are to be in whole or part capitalized or
treated as deferred expenses;
(5)For the payment of any dividends on Shares of a Fund
declared pursuant to the governing documents of the
Trust;
(6)For payment of the amount of dividends received in
respect of securities sold short;
(7)For any other proper purpose, but only upon receipt of,
in addition to Proper Instructions, a certified copy of a
resolution of the Executive Committee of the Trust on
behalf of a Fund signed by an officer of the Trust and
certified by its Secretary or an Assistant Secretary,
specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring
such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.
2.9Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase
of securities for the account of a Fund is made by the
Custodian in advance of receipt of the securities purchased,
in the absence of specific written instructions from the
Trust to so pay in advance, the Custodian shall be absolutely
liable to the Fund for such securities to the same extent as
if the securities had been received by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of a
Fund. From such funds as may be available for the purpose of
repurchasing or redeeming Shares of a Fund, but subject to
the limitations of the Declaration of Trust/Articles of
Incorporation and any applicable votes of the Board of the
Trust pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available
for payment to holders of shares of such Fund who have
delivered to the Transfer Agent a request for redemption or
repurchase of their shares including without limitation
through bank drafts, automated clearinghouse facilities, or
by other means. In connection with the redemption or
repurchase of Shares of the Funds, the Custodian is
authorized upon receipt of instructions from the Transfer
Agent to wire funds to or through a commercial bank
designated by the redeeming shareholders.
2.11 Appointment of Agents. The Custodian may at any time or
times in its discretion appoint (and may at any time remove)
any other bank or trust company which is itself qualified
under the 1940 Act and any applicable state law or
regulation, to act as a custodian, as its agent to carry out
such of the provisions of this Section 2 as the Custodian may
from time to time direct; provided, however, that the
appointment of any agent shall not relieve the Custodian of
its responsibilities or liabilities hereunder.
2.12 Deposit of Fund Assets in Securities System. The
Custodian may deposit and/or maintain securities owned by the
Funds in a clearing agency registered with the Securities and
Exchange Commission ("SEC") under Section 17A of the Exchange
Act, which acts as a securities depository, or in the book-
entry system authorized by the U.S. Department of the
Treasury and certain federal agencies, collectively referred
to herein as "Securities System" in accordance with
applicable Federal Reserve Board and SEC rules and
regulations, if any, and subject to the following provisions:
(1)The Custodian may keep securities of each Fund in a
Securities System provided that such securities are
represented in an account ("Account") of the Custodian in
the Securities System which shall not include any assets
of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;
(2)The records of the Custodian with respect to securities
of the Funds which are maintained in a Securities System
shall identify by book-entry those securities belonging
to each Fund;
(3)The Custodian shall pay for securities purchased for the
account of each Fund upon (i) receipt of advice from the
Securities System that such securities have been
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
payment and transfer for the account of the Fund. The
Custodian shall transfer securities sold for the account
of a Fund upon (i) receipt of advice from the Securities
System that payment for such securities has been
transferred to the Account, and (ii) the making of an
entry on the records of the Custodian to reflect such
transfer and payment for the account of the Fund. Copies
of all advices from the Securities System of transfers of
securities for the account of a Fund shall identify the
Fund, be maintained for the Fund by the Custodian and be
provided to the Trust at its request. Upon request, the
Custodian shall furnish the Trust confirmation of each
transfer to or from the account of a Fund in the form of
a written advice or notice and shall furnish to the Trust
copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of
a Fund.
(4)The Custodian shall provide the Trust with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
(5)The Custodian shall have received the initial
certificate, required by Section 9 hereof;
(6)Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Trust for any loss or damage to a Fund resulting from use
of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the
Securities System; at the election of the Trust, it shall
be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the
Securities System or any other person which the Custodian
may have as a consequence of any such loss or damage if
and to the extent that a Fund has not been made whole for
any such loss or damage.
(7)The authorization contained in this Section 2.12 shall
not relieve the Custodian from using reasonable care and
diligence in making use of any Securities System.
2.13 Segregated Account. The Custodian shall upon receipt of
Proper Instructions establish and maintain a segregated
account or accounts for and on behalf of each Fund, into
which account or accounts may be transferred cash and/or
securities, including securities maintained in an account by
the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered under the
Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any
similar organization or organizations, regarding escrow or
other arrangements in connection with transactions for a
Fund, (ii) for purpose of segregating cash or government
securities in connection with options purchased, sold or
written for a Fund or commodity futures contracts or options
thereon purchased or sold for a Fund, (iii) for the purpose
of compliance by the Trust or a Fund with the procedures
required by any release or releases of the SEC relating to
the maintenance of segregated accounts by registered
investment companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to Proper Instructions, a certified copy of a
resolution of the Board or of the Executive Committee signed
by an officer of the Trust and certified by the Secretary or
an Assistant Secretary, setting forth the purpose or purposes
of such segregated account and declaring such purposes to be
proper corporate purposes.
2.14 Joint Repurchase Agreements. Upon the receipt of Proper
Instructions, the Custodian shall deposit and/or maintain any
assets of a Fund and any affiliated funds which are subject
to joint repurchase transactions in an account established
solely for such transactions for the Fund and its affiliated
funds. For purposes of this Section 2.14, "affiliated funds"
shall include all investment companies and their portfolios
for which subsidiaries or affiliates of Federated Investors
serve as investment advisers, distributors or administrators
in accordance with applicable exemptive orders from the SEC.
The requirements of segregation set forth in Section 2.1
shall be deemed to be waived with respect to such assets.
2.15 Ownership Certificates for Tax Purposes. The Custodian
shall execute ownership and other certificates and affidavits
for all federal and state tax purposes in connection with
receipt of income or other payments with respect to
securities of a Fund held by it and in connection with
transfers of securities.
2.16 Proxies. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly executed by
the registered holder of such securities, if the securities
are registered otherwise than in the name of a Fund or a
nominee of a Fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall
promptly deliver to the Trust such proxies, all proxy
soliciting materials and all notices relating to such
securities.
2.17 Communications Relating to Fund Portfolio Securities.
The Custodian shall transmit promptly to the Trust all
written information (including, without limitation, pendency
of calls and maturities of securities and expirations of
rights in connection therewith and notices of exercise of
call and put options written by the Fund and the maturity of
futures contracts purchased or sold by the Fund) received by
the Custodian from issuers of the securities being held for
the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Trust all written
information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the
party (or his agents) making the tender or exchange offer.
If the Trust desires to take action with respect to any
tender offer, exchange offer or any other similar
transaction, the Trust shall notify the Custodian in writing
at least three business days prior to the date on which the
Custodian is to take such action. However, the Custodian
shall nevertheless exercise its best efforts to take such
action in the event that notification is received three
business days or less prior to the date on which action is
required.
2.18 Proper Instructions. Proper Instructions as used
throughout this Section 2 means a writing signed or initialed
by one or more person or persons as the Board shall have from
time to time authorized. Each such writing shall set forth
the specific transaction or type of transaction involved.
Oral instructions will be deemed to be Proper Instructions if
(a) the Custodian reasonably believes them to have been given
by a person previously authorized in Proper Instructions to
give such instructions with respect to the transaction
involved, and (b) the Trust promptly causes such oral
instructions to be confirmed in writing. Upon receipt of a
certificate of the Secretary or an Assistant Secretary as to
the authorization by the Board of the Trust accompanied by a
detailed description of procedures approved by the Board,
Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices
provided that the Board and the Custodian are satisfied that
such procedures afford adequate safeguards for a Fund's
assets.
2.19 Actions Permitted Without Express Authority. The
Custodian may in its discretion, without express authority
from the Trust:
(1)make payments to itself or others for minor expenses of
handling securities or other similar items relating to
its duties under this Contract, provided that all such
payments shall be accounted for to the Trust in such form
that it may be allocated to the affected Fund;
(2)surrender securities in temporary form for securities in
definitive form;
(3)endorse for collection, in the name of a Fund, checks,
drafts and other negotiable instruments; and
(4)in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities
and property of each Fund except as otherwise directed by
the Trust.
2.20 Evidence of Authority. The Custodian shall be protected
in acting upon any instructions, notice, request, consent,
certificate or other instrument or paper reasonably believed
by it to be genuine and to have been properly executed on
behalf of a Fund. The Custodian may receive and accept a
certified copy of a vote of the Board of the Trust as
conclusive evidence (a) of the authority of any person to act
in accordance with such vote or (b) of any determination of
or any action by the Board pursuant to the Declaration of
Trust/Articles of Incorporation as described in such vote,
and such vote may be considered as in full force and effect
until receipt by the Custodian of written notice to the
contrary.
2.21 Notice to Trust by Custodian Regarding Cash Movement.
The Custodian will provide timely notification to the Trust
of any receipt of cash, income or payments to the Trust and
the release of cash or payment by the Trust.
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of
the Trust to keep the books of account of each Fund and/or
compute the net asset value per share of the outstanding Shares
of each Fund or, if directed in writing to do so by the Trust,
shall itself keep such books of account and/or compute such net
asset value per share. If so directed, the Custodian shall also
calculate daily the net income of a Fund as described in the
Fund's currently effective prospectus and Statement of Additional
Information ("Prospectus") and shall advise the Trust and the
Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Trust to do so,
shall advise the Transfer Agent periodically of the division of
such net income among its various components. The calculations
of the net asset value per share and the daily income of a Fund
shall be made at the time or times described from time to time in
the Fund's currently effective Prospectus.
4. Records.
The Custodian shall create and maintain all records relating to
its activities and obligations under this Contract in such manner
as will meet the obligations of the Trust and the Funds under the
1940 Act, with particular attention to Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder, and specifically including
identified cost records used for tax purposes. All such records
shall be the property of the Trust and shall at all times during
the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of
the Trust and employees and agents of the SEC. In the event of
termination of this Contract, the Custodian will deliver all such
records to the Trust, to a successor Custodian, or to such other
person as the Trust may direct. The Custodian shall supply daily
to the Trust a tabulation of securities owned by a Fund and held
by the Custodian and shall, when requested to do so by the Trust
and for such compensation as shall be agreed upon between the
Trust and the Custodian, include certificate numbers in such
tabulations.
5. Opinion of Funds' Independent Public Accountants/Auditors.
The Custodian shall take all reasonable action, as the Trust may
from time to time request, to obtain from year to year favorable
opinions from each Fund's independent public accountants/auditors
with respect to its activities hereunder in connection with the
preparation of the Fund's registration statement, periodic
reports, or any other reports to the SEC and with respect to any
other requirements of such Commission.
6. Reports to Trust by Independent Public Accountants/Auditors.
The Custodian shall provide the Trust, at such times as the Trust
may reasonably require, with reports by independent public
accountants/auditors for each Fund on the accounting system,
internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts,
including securities deposited and/or maintained in a Securities
System, relating to the services provided by the Custodian for
the Fund under this Contract; such reports shall be of sufficient
scope and in sufficient detail, as may reasonably be required by
the Trust, to provide reasonable assurance that any material
inadequacies would be disclosed by such examination and, if there
are no such inadequacies, the reports shall so state.
7. Compensation of Custodian.
The Custodian shall be entitled to reasonable compensation for
its services and expenses as Custodian, as agreed upon from time
to time between Company and the Custodian.
8. Responsibility of Custodian.
The Custodian shall be held to a standard of reasonable care in
carrying out the provisions of this Contract; provided, however,
that the Custodian shall be held to any higher standard of care
which would be imposed upon the Custodian by any applicable law
or regulation if such above stated standard of reasonable care
was not part of this Contract. The Custodian shall be entitled
to rely on and may act upon advice of counsel (who may be counsel
for the Trust) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice,
provided that such action is not in violation of applicable
federal or state laws or regulations, and is in good faith and
without negligence. Subject to the limitations set forth in
Section 15 hereof, the Custodian shall be kept indemnified by the
Trust but only from the assets of the Fund involved in the issue
at hand and be without liability for any action taken or thing
done by it in carrying out the terms and provisions of this
Contract in accordance with the above standards.
In order that the indemnification provisions contained in this
Section 8 shall apply, however, it is understood that if in any
case the Trust may be asked to indemnify or save the Custodian
harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is
further understood that the Custodian will use all reasonable
care to identify and notify the Trust promptly concerning any
situation which presents or appears likely to present the
probability of such a claim for indemnification. The Trust shall
have the option to defend the Custodian against any claim which
may be the subject of this indemnification, and in the event that
the Trust so elects it will so notify the Custodian and thereupon
the Trust shall take over complete defense of the claim, and the
Custodian shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this
Section. The Custodian shall in no case confess any claim or
make any compromise in any case in which the Trust will be asked
to indemnify the Custodian except with the Trust's prior written
consent.
Notwithstanding the foregoing, the responsibility of the
Custodian with respect to redemptions effected by check shall be
in accordance with a separate Agreement entered into between the
Custodian and the Trust.
If the Trust requires the Custodian to take any action with
respect to securities, which action involves the payment of money
or which action may, in the reasonable opinion of the Custodian,
result in the Custodian or its nominee assigned to a Fund being
liable for the payment of money or incurring liability of some
other form, the Custodian may request the Trust, as a
prerequisite to requiring the Custodian to take such action, to
provide indemnity to the Custodian in an amount and form
satisfactory to the Custodian.
Subject to the limitations set forth in Section 15 hereof, the
Trust agrees to indemnify and hold harmless the Custodian and
its nominee from and against all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
(referred to herein as authorized charges) incurred or assessed
against it or its nominee in connection with the performance of
this Contract, except such as may arise from it or its nominee's
own failure to act in accordance with the standard of reasonable
care or any higher standard of care which would be imposed upon
the Custodian by any applicable law or regulation if such above-
stated standard of reasonable care were not part of this
Contract. To secure any authorized charges and any advances of
cash or securities made by the Custodian to or for the benefit of
a Fund for any purpose which results in the Fund incurring an
overdraft at the end of any business day or for extraordinary or
emergency purposes during any business day, the Trust hereby
grants to the Custodian a security interest in and pledges to the
Custodian securities held for the Fund by the Custodian, in an
amount not to exceed 10 percent of the Fund's gross assets, the
specific securities to be designated in writing from time to time
by the Trust or the Fund's investment adviser. Should the Trust
fail to make such designation, or should it instruct the
Custodian to make advances exceeding the percentage amount set
forth above and should the Custodian do so, the Trust hereby
agrees that the Custodian shall have a security interest in all
securities or other property purchased for a Fund with the
advances by the Custodian, which securities or property shall be
deemed to be pledged to the Custodian, and the written
instructions of the Trust instructing their purchase shall be
considered the requisite description and designation of the
property so pledged for purposes of the requirements of the
Uniform Commercial Code. Should the Trust fail to cause a Fund
to repay promptly any authorized charges or advances of cash or
securities, subject to the provision of the second paragraph of
this Section 8 regarding indemnification, the Custodian shall be
entitled to use available cash and to dispose of pledged
securities and property as is necessary to repay any such
advances.
9. Effective Period, Termination and Amendment.
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid to the
other party, such termination to take effect not sooner than
sixty (60) days after the date of such delivery or mailing;
provided, however that the Custodian shall not act under Section
2.12 hereof in the absence of receipt of an initial certificate
of the Secretary or an Assistant Secretary that the Board of the
Trust has approved the initial use of a particular Securities
System as required in each case by Rule 17f-4 under the 1940 Act;
provided further, however, that the Trust shall not amend or
terminate this Contract in contravention of any applicable
federal or state regulations, or any provision of the Declaration
of Trust/Articles of Incorporation, and further provided, that
the Trust may at any time by action of its Board (i) substitute
another bank or trust company for the Custodian by giving notice
as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a
conservator or receiver for the Custodian by the appropriate
banking regulatory agency or upon the happening of a like event
at the direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of the Contract, the Trust shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
10. Successor Custodian.
If a successor custodian shall be appointed by the Board of the
Trust, the Custodian shall, upon termination, deliver to such
successor custodian at the office of the Custodian, duly endorsed
and in the form for transfer, all securities then held by it
hereunder for each Fund and shall transfer to separate accounts
of the successor custodian all of each Fund's securities held in
a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote
of the Board of the Trust, deliver at the office of the Custodian
and transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board shall have
been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which is a
"bank" as defined in the 1940 Act, (delete "doing business ...
Massachusetts" unless SSBT is the Custodian) doing business in
Boston, Massachusetts, of its own selection, having an aggregate
capital, surplus, and undivided profits, as shown by its last
published report, of not less than $100,000,000, all securities,
funds and other properties held by the Custodian and all
instruments held by the Custodian relative thereto and all other
property held by it under this Contract for each Fund and to
transfer to separate accounts of such successor custodian all of
each Fund's securities held in any Securities System.
Thereafter, such bank or trust company shall be the successor of
the Custodian under this Contract.
In the event that securities, funds and other properties remain
in the possession of the Custodian after the date of termination
hereof owing to failure of the Trust to procure the certified
copy of the vote referred to or of the Board to appoint a
successor custodian, the Custodian shall be entitled to fair
compensation for its services during such period as the Custodian
retains possession of such securities, funds and other properties
and the provisions of this Contract relating to the duties and
obligations of the Custodian shall remain in full force and
effect.
11. Interpretive and Additional Provisions.
In connection with the operation of this Contract, the Custodian
and the Trust may from time to time agree on such provisions
interpretive of or in addition to the provisions of this Contract
as may in their joint opinion be consistent with the general
tenor of this Contract. Any such interpretive or additional
provisions shall be in a writing signed by both parties and shall
be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or
state regulations or any provision of the Declaration of
Trust/Articles of Incorporation. No interpretive or additional
provisions made as provided in the preceding sentence shall be
deemed to be an amendment of this Contract.
12. Massachusetts Law to Apply.
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth
of Massachusetts.
13. Notices.
Except as otherwise specifically provided herein, Notices and
other writings delivered or mailed postage prepaid to the Trust
at Federated Investors Tower, Pittsburgh, Pennsylvania, 15222-
3779, or to the Custodian at address for SSBT only: 225 Franklin
Street, Boston, Massachusetts, 02110, or to such other address as
the Trust or the Custodian may hereafter specify, shall be deemed
to have been properly delivered or given hereunder to the
respective address.
14. Counterparts.
This Contract may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original.
15. Limitations of Liability.
The Custodian is expressly put on notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust
of those Trusts which are business trusts and agrees that the
obligations and liabilities assumed by the Trust and any Fund
pursuant to this Contract, including, without limitation, any
obligation or liability to indemnify the Custodian pursuant to
Section 8 hereof, shall be limited in any case to the relevant
Fund and its assets and that the Custodian shall not seek
satisfaction of any such obligation from the shareholders of the
relevant Fund, from any other Fund or its shareholders or from
the Trustees, Officers, employees or agents of the Trust, or any
of them. In addition, in connection with the discharge and
satisfaction of any claim made by the Custodian against the
Trust, for whatever reasons, involving more than one Fund, the
Trust shall have the exclusive right to determine the appropriate
allocations of liability for any such claim between or among the
Funds.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be executed in its name and behalf by its duly authorized
representative and its seal to be hereunder affixed effective as of
the 1st day of December, 1993.
ATTEST: INVESTMENT COMPANIES
/s/John G. McGonigle_________ By /s/John G. Donahue_____________
John G. McGonigle John F. Donahue
Secretary Chairman
ATTEST: STATE STREET BANK AND TRUST
COMPANY
/s/ Ed McKenzie______________ By /s/ F. J. Sidoti, Jr._________________
(Assistant) Secretary Typed Name: Frank J. Sidoti, Jr.
Typed Name: Ed McKenzie Title: Vice President
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber______ By /s/ James J. Dolan________________
Jeannette Fisher-Garber James J. Dolan
Secretary President
EXHIBIT 1
<TABLE>
<S> <C>
CONTRACT
DATE INVESTMENT COMPANY
12/01/93 Automated Government Money Trust
</TABLE>
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Exhibit 9 (i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
FUND ACCOUNTING,
SHAREHOLDER RECORDKEEPING,
and
CUSTODY SERVICES PROCUREMENT
AGREEMENT made as of the 1st day of December, 1994, by and
between those investment companies listed on Exhibit 1 as
may be amended from time to time, having their principal
office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 (the Trust), on behalf of the
portfolios (individually referred to herein as a Fund and
collectively as Funds) of the Trust, and FEDERATED
SERVICES COMPANY, a Delaware business trust, having its
principal office and place of business at Federated
Investors Tower, Pittsburgh, Pennsylvania 15222-3779 (the
Company ).
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940,
as amended (the 1940 Act ), with authorized and issued
shares of capital stock or beneficial interest ("Shares");
and
WHEREAS, the Trust may desire to retain the Company to
provide certain pricing, accounting and recordkeeping
services for each of the Funds, including any classes of
shares issued by any Fund ("Classes") if so indicated on
Exhibit 1, and the Company is willing to furnish such
services; and
WHEREAS, the Trust may desire to appoint the Company as
its transfer agent, dividend disbursing agent if so
indicated on Exhibit 1, and agent in connection with certain
other activities, and the Company desires to accept such
appointment; and
WHEREAS, the Trust may desire to appoint the Company as
its agent to select, negotiate and subcontract for custodian
services from an approved list of qualified banks if so
indicated on Exhibit 1, and the Company desires to accept
such appointment; and
WHEREAS, from time to time the Trust may desire and may
instruct the Company to subcontract for the performance of
certain of its duties and responsibilities hereunder to
State Street Bank and Trust Company or another agent (the
Agent); and
WHEREAS, the words Trust and Fund may be used
interchangeably for those investment companies consisting of
only one portfolio;
NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
SECTION ONE: Fund Accounting.
Article 1. Appointment.
The Trust hereby appoints the Company to provide certain
pricing and accounting services to the Funds, and/or the
Classes, for the period and on the terms set forth in this
Agreement. The Company accepts such appointment and agrees
to furnish the services herein set forth in return for the
compensation as provided in Article 3 of this Section.
Article 2. The Company's Duties.
Subject to the supervision and control of the Trust's
Board of Trustees or Directors ("Board"), the Company will
assist the Trust with regard to fund accounting for the
Trust, and/or the Funds, and/or the Classes, and in
connection therewith undertakes to perform the following
specific services;
A. Value the assets of the Funds using: primarily, market
quotations, including the use of matrix pricing,
supplied by the independent pricing services selected
by the Company in consultation with the adviser, or
sources selected by the adviser, and reviewed by the
board; secondarily, if a designated pricing service
does not provide a price for a security which the
Company believes should be available by market
quotation, the Company may obtain a price by calling
brokers designated by the investment adviser of the
fund holding the security, or if the adviser does not
supply the names of such brokers, the Company will
attempt on its own to find brokers to price those
securities; thirdly, for securities for which no
market price is available, the Pricing Committee of
the Board will determine a fair value in good faith.
Consistent with Rule 2a-4 of the 40 Act, estimates may
be used where necessary or appropriate. The Company's
obligations with regard to the prices received from
outside pricing services and designated brokers or
other outside sources, is to exercise reasonable care
in the supervision of the pricing agent. The Company
is not the guarantor of the securities prices received
from such agents and the Company is not liable to the
Fund for potential errors in valuing a Fund's assets
or calculating the net asset value per share of such
Fund or Class when the calculations are based upon
such prices. All of the above sources of prices used
as described are deemed by the Company to be
authorized sources of security prices. The Company
provides daily to the adviser the securities prices
used in calculating the net asset value of the fund,
for its use in preparing exception reports for those
prices on which the adviser has comment. Further,
upon receipt of the exception reports generated by the
adviser, the Company diligently pursues communication
regarding exception reports with the designated
pricing agents.
B. Determine the net asset value per share of each Fund
and/or Class, at the time and in the manner from time
to time determined by the Board and as set forth in
the Prospectus and Statement of Additional Information
("Prospectus") of each Fund;
C. Calculate the net income of each of the Funds, if any;
D. Calculate capital gains or losses of each of the Funds
resulting from sale or disposition of assets, if any;
E. Maintain the general ledger and other accounts, books
and financial records of the Trust, including for each
Fund, and/or Class, as required under Section 31(a) of
the 1940 Act and the Rules thereunder in connection
with the services provided by the Company;
F. Preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records to be maintained by
Rule 31a-1 under the 1940 Act in connection with the
services provided by the Company. The Company further
agrees that all such records it maintains for the
Trust are the property of the Trust and further agrees
to surrender promptly to the Trust such records upon
the Trust's request;
G. At the request of the Trust, prepare various reports
or other financial documents required by federal,
state and other applicable laws and regulations; and
H. Such other similar services as may be reasonably
requested by the Trust.
Article 3. Compensation and Allocation of Expenses.
A. The Funds will compensate the Company for its services
rendered pursuant to Section One of this Agreement in
accordance with the fees agreed upon from time to time
between the parties hereto. Such fees do not include
out-of-pocket disbursements of the Company for which
the Funds shall reimburse the Company upon receipt of
a separate invoice. Out-of-pocket disbursements shall
include, but shall not be limited to, the items agreed
upon between the parties from time to time.
B. The Fund and/or the Class, and not the Company, shall
bear the cost of: custodial expenses; membership dues
in the Investment Company Institute or any similar
organization; transfer agency expenses; investment
advisory expenses; costs of printing and mailing stock
certificates, Prospectuses, reports and notices;
administrative expenses; interest on borrowed money;
brokerage commissions; taxes and fees payable to
federal, state and other governmental agencies; fees
of Trustees or Directors of the Trust; independent
auditors expenses; Federated Administrative Services
and/or Federated Administrative Services, Inc. legal
and audit department expenses billed to Federated
Services Company for work performed related to the
Trust, the Funds, or the Classes; law firm expenses;
or other expenses not specified in this Article 3
which may be properly payable by the Funds and/or
classes.
C. The compensation and out-of-pocket expenses shall be
accrued by the Fund and shall be paid to the Company
no less frequently than monthly, and shall be paid
daily upon request of the Company. The Company will
maintain detailed information about the compensation
and out-of-pocket expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as
may be adjusted from time to time, shall be dated and
signed by a duly authorized officer of the Trust
and/or the Funds and a duly authorized officer of the
Company.
E. The fee for the period from the effective date of this
Agreement with respect to a Fund or a Class to the end
of the initial month shall be prorated according to
the proportion that such period bears to the full
month period. Upon any termination of this Agreement
before the end of any month, the fee for such period
shall be prorated according to the proportion which
such period bears to the full month period. For
purposes of determining fees payable to the Company,
the value of the Fund's net assets shall be computed
at the time and in the manner specified in the Fund's
Prospectus.
F. The Company, in its sole discretion, may from time to
time subcontract to, employ or associate with itself
such person or persons as the Company may believe to
be particularly suited to assist it in performing
services under this Section One. Such person or
persons may be third-party service providers, or they
may be officers and employees who are employed by both
the Company and the Funds. The compensation of such
person or persons shall be paid by the Company and no
obligation shall be incurred on behalf of the Trust,
the Funds, or the Classes in such respect.
SECTION TWO: Shareholder Recordkeeping.
Article 4. Terms of Appointment.
Subject to the terms and conditions set forth in this
Agreement, the Trust hereby appoints the Company to act as,
and the Company agrees to act as, transfer agent and
dividend disbursing agent for each Fund's Shares, and agent
in connection with any accumulation, open-account or similar
plans provided to the shareholders of any Fund
(Shareholder(s)), including without limitation any
periodic investment plan or periodic withdrawal program.
As used throughout this Agreement, a Proper Instruction
means a writing signed or initialed by one or more person or
persons as the Board shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type of transaction involved. Oral
instructions will be deemed to be Proper Instructions if (a)
the Company reasonably believes them to have been given by a
person previously authorized in Proper Instructions to give
such instructions with respect to the transaction involved,
and (b) the Trust, or the Fund, and the Company promptly
cause such oral instructions to be confirmed in writing.
Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices
provided that the Trust, or the Fund, and the Company are
satisfied that such procedures afford adequate safeguards
for the Fund's assets. Proper Instructions may only be
amended in writing.
Article 5. Duties of the Company.
The Company shall perform the following services in
accordance with Proper Instructions as may be provided from
time to time by the Trust as to any Fund:
A. Purchases
(1) The Company shall receive orders and payment for
the purchase of shares and promptly deliver
payment and appropriate documentation therefore
to the custodian of the relevant Fund, (the
Custodian). The Company shall notify the Fund
and the Custodian on a daily basis of the total
amount of orders and payments so delivered.
(2) Pursuant to purchase orders and in accordance
with the Fund's current Prospectus, the Company
shall compute and issue the appropriate number of
Shares of each Fund and/or Class and hold such
Shares in the appropriate Shareholder accounts.
(3) For certificated Funds and/or Classes, if a
Shareholder or its agent requests a certificate,
the Company, as Transfer Agent, shall countersign
and mail by first class mail, a certificate to
the Shareholder at its address as set forth on
the transfer books of the Funds, and/or Classes,
subject to any Proper Instructions regarding the
delivery of certificates.
(4) In the event that any check or other order for
the purchase of Shares of the Fund and/or Class
is returned unpaid for any reason, the Company
shall debit the Share account of the Shareholder
by the number of Shares that had been credited to
its account upon receipt of the check or other
order, promptly mail a debit advice to the
Shareholder, and notify the Fund and/or Class of
its action. In the event that the amount paid
for such Shares exceeds proceeds of the
redemption of such Shares plus the amount of any
dividends paid with respect to such Shares, the
Fund and/the Class or its distributor will
reimburse the Company on the amount of such
excess.
B. Distribution
(1) Upon notification by the Funds of the declaration
of any distribution to Shareholders, the Company
shall act as Dividend Disbursing Agent for the
Funds in accordance with the provisions of its
governing document and the then-current
Prospectus of the Fund. The Company shall
prepare and mail or credit income, capital gain,
or any other payments to Shareholders. As the
Dividend Disbursing Agent, the Company shall, on
or before the payment date of any such
distribution, notify the Custodian of the
estimated amount required to pay any portion of
said distribution which is payable in cash and
request the Custodian to make available
sufficient funds for the cash amount to be paid
out. The Company shall reconcile the amounts so
requested and the amounts actually received with
the Custodian on a daily basis. If a Shareholder
is entitled to receive additional Shares by
virtue of any such distribution or dividend,
appropriate credits shall be made to the
Shareholder's account, for certificated Funds
and/or Classes, delivered where requested; and
(2) The Company shall maintain records of account for
each Fund and Class and advise the Trust, each
Fund and Class and its Shareholders as to the
foregoing.
C. Redemptions and Transfers
(1) The Company shall receive redemption requests and
redemption directions and, if such redemption
requests comply with the procedures as may be
described in the Fund Prospectus or set forth in
Proper Instructions, deliver the appropriate
instructions therefor to the Custodian. The
Company shall notify the Funds on a daily basis
of the total amount of redemption requests
processed and monies paid to the Company by the
Custodian for redemptions.
(2) At the appropriate time upon receiving redemption
proceeds from the Custodian with respect to any
redemption, the Company shall pay or cause to be
paid the redemption proceeds in the manner
instructed by the redeeming Shareholders,
pursuant to procedures described in the then-
current Prospectus of the Fund.
(3) If any certificate returned for redemption or
other request for redemption does not comply with
the procedures for redemption approved by the
Fund, the Company shall promptly notify the
Shareholder of such fact, together with the
reason therefor, and shall effect such redemption
at the price applicable to the date and time of
receipt of documents complying with said
procedures.
(4) The Company shall effect transfers of Shares by
the registered owners thereof.
(5) The Company shall identify and process abandoned
accounts and uncashed checks for state escheat
requirements on an annual basis and report such
actions to the Fund.
D. Recordkeeping
(1) The Company shall record the issuance of Shares
of each Fund, and/or Class, and maintain pursuant
to applicable rules of the Securities and
Exchange Commission (SEC) a record of the total
number of Shares of the Fund and/or Class which
are authorized, based upon data provided to it by
the Fund, and issued and outstanding. The
Company shall also provide the Fund on a regular
basis or upon reasonable request with the total
number of Shares which are authorized and issued
and outstanding, but shall have no obligation
when recording the issuance of Shares, except as
otherwise set forth herein, to monitor the
issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such
Shares, which functions shall be the sole
responsibility of the Funds.
(2) The Company shall establish and maintain records
pursuant to applicable rules of the SEC relating
to the services to be performed hereunder in the
form and manner as agreed to by the Trust or the
Fund to include a record for each Shareholder's
account of the following:
(a) Name, address and tax identification number
(and whether such number has been
certified);
(b) Number of Shares held;
(c) Historical information regarding the
account, including dividends paid and date
and price for all transactions;
(d) Any stop or restraining order placed against
the account;
(e) Information with respect to withholding in
the case of a foreign account or an account
for which withholding is required by the
Internal Revenue Code;
(f) Any dividend reinvestment order, plan
application, dividend address and
correspondence relating to the current
maintenance of the account;
(g) Certificate numbers and denominations for
any Shareholder holding certificates;
(h) Any information required in order for the
Company to perform the calculations
contemplated or required by this Agreement.
(3) The Company shall preserve any such records
required to be maintained pursuant to the rules
of the SEC for the periods prescribed in said
rules as specifically noted below. Such record
retention shall be at the expense of the Company,
and such records may be inspected by the Fund at
reasonable times. The Company may, at its option
at any time, and shall forthwith upon the Fund's
demand, turn over to the Fund and cease to retain
in the Company's files, records and documents
created and maintained by the Company pursuant to
this Agreement, which are no longer needed by the
Company in performance of its services or for its
protection. If not so turned over to the Fund,
such records and documents will be retained by
the Company for six years from the year of
creation, during the first two of which such
documents will be in readily accessible form. At
the end of the six year period, such records and
documents will either be turned over to the Fund
or destroyed in accordance with Proper
Instructions.
E. Confirmations/Reports
(1) The Company shall furnish to the Fund
periodically the following information:
(a) A copy of the transaction register;
(b) Dividend and reinvestment blotters;
(c) The total number of Shares issued and
outstanding in each state for blue sky
purposes as determined according to Proper
Instructions delivered from time to time by
the Fund to the Company;
(d) Shareholder lists and statistical
information;
(e) Payments to third parties relating to
distribution agreements, allocations of
sales loads, redemption fees, or other
transaction- or sales-related payments;
(f) Such other information as may be agreed upon
from time to time.
(2) The Company shall prepare in the appropriate
form, file with the Internal Revenue Service and
appropriate state agencies, and, if required,
mail to Shareholders, such notices for reporting
dividends and distributions paid as are required
to be so filed and mailed and shall withhold such
sums as are required to be withheld under
applicable federal and state income tax laws,
rules and regulations.
(3) In addition to and not in lieu of the services
set forth above, the Company shall:
(a) Perform all of the customary services of a
transfer agent, dividend disbursing agent
and, as relevant, agent in connection with
accumulation, open-account or similar plans
(including without limitation any periodic
investment plan or periodic withdrawal
program), including but not limited to:
maintaining all Shareholder accounts,
mailing Shareholder reports and Prospectuses
to current Shareholders, withholding taxes
on accounts subject to back-up or other
withholding (including non-resident alien
accounts), preparing and filing reports on
U.S. Treasury Department Form 1099 and other
appropriate forms required with respect to
dividends and distributions by federal
authorities for all Shareholders, preparing
and mailing confirmation forms and
statements of account to Shareholders for
all purchases and redemptions of Shares and
other conformable transactions in
Shareholder accounts, preparing and mailing
activity statements for Shareholders, and
providing Shareholder account information;
and
(b) provide a system which will enable the Fund
to monitor the total number of Shares of
each Fund and/or Class sold in each state
(blue sky reporting). The Fund shall by
Proper Instructions (i)identify to the
Company those transactions and assets to be
treated as exempt from the blue sky
reporting for each state and (ii)verify the
classification of transactions for each
state on the system prior to activation and
thereafter monitor the daily activity for
each state. The responsibility of the
Company for each Fund's and/or Class's state
blue sky registration status is limited
solely to the recording of the initial
classification of transactions or accounts
with regard to blue sky compliance and the
reporting of such transactions and accounts
to the Fund as provided above.
F. Other Duties
(1) The Company shall answer correspondence from
Shareholders relating to their Share accounts and
such other correspondence as may from time to
time be addressed to the Company;
(2) The Company shall prepare Shareholder meeting
lists, mail proxy cards and other material
supplied to it by the Fund in connection with
Shareholder Meetings of each Fund; receive,
examine and tabulate returned proxies, and
certify the vote of the Shareholders;
(3) The Company shall establish and maintain
facilities and procedures for safekeeping of
stock certificates, check forms and facsimile
signature imprinting devices, if any; and for the
preparation or use, and for keeping account of,
such certificates, forms and devices.
Article 6. Duties of the Trust.
A. Compliance
The Trust or Fund assume full responsibility for the
preparation, contents and distribution of their own
and/or their classes' Prospectus and for complying
with all applicable requirements of the Securities Act
of 1933, as amended (the 1933 Act), the 1940 Act and
any laws, rules and regulations of government
authorities having jurisdiction.
B. Share Certificates
The Trust shall supply the Company with a sufficient
supply of blank Share certificates and from time to
time shall renew such supply upon request of the
Company. Such blank Share certificates shall be
properly signed, manually or by facsimile, if
authorized by the Trust and shall bear the seal of the
Trust or facsimile thereof; and notwithstanding the
death, resignation or removal of any officer of the
Trust authorized to sign certificates, the Company may
continue to countersign certificates which bear the
manual or facsimile signature of such officer until
otherwise directed by the Trust.
C. Distributions
The Fund shall promptly inform the Company of the
declaration of any dividend or distribution on account
of any Fund's shares.
Article 7. Compensation and Expenses.
A. Annual Fee
For performance by the Company pursuant to Section Two
of this Agreement, the Trust and/or the Fund agree to
pay the Company an annual maintenance fee for each
Shareholder account as agreed upon between the parties
and as may be added to or amended from time to time.
Such fees may be changed from time to time subject to
written agreement between the Trust and the Company.
Pursuant to information in the Fund Prospectus or
other information or instructions from the Fund, the
Company may sub-divide any Fund into Classes or other
sub-components for recordkeeping purposes. The
Company will charge the Fund the same fees for each
such Class or sub-component the same as if each were a
Fund.
B. Reimbursements
In addition to the fee paid under Article 7A above,
the Trust and/or Fund agree to reimburse the Company
for out-of-pocket expenses or advances incurred by the
Company for the items agreed upon between the parties,
as may be added to or amended from time to time. In
addition, any other expenses incurred by the Company
at the request or with the consent of the Trust and/or
the Fund, will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be
accrued by the Fund and shall be paid to the Company
no less frequently than monthly, and shall be paid
daily upon request of the Company. The Company will
maintain detailed information about the compensation
and out-of-pocket expenses by Fund and Class.
D. Any schedule of compensation agreed to hereunder, as
may be adjusted from time to time, shall be dated and
signed by a duly authorized officer of the Trust
and/or the Funds and a duly authorized officer of the
Company.
Article 8. Assignment of Shareholder Recordkeeping.
Except as provided below, no right or obligation under
this Section Two may be assigned by either party without the
written consent of the other party.
A. This Agreement shall inure to the benefit of and be
binding upon the parties and their respective
permitted successors and assigns.
B. The Company may without further consent on the part of
the Trust subcontract for the performance hereof with
(A)State Street Bank and its subsidiary, Boston
Financial Data Services, Inc., a Massachusetts Trust
(BFDS), which is duly registered as a transfer agent
pursuant to Section17A(c)(1) of the Securities
Exchange Act of 1934, as amended, or any succeeding
statute (Section 17A(c)(1)), or (B)a BFDS
subsidiary duly registered as a transfer agent
pursuant to Section17A(c)(1), or (C) a BFDS
affiliate, or (D) such other provider of services duly
registered as a transfer agent under Section 17A(c)(1)
as Company shall select; provided, however, that the
Company shall be as fully responsible to the Trust for
the acts and omissions of any subcontractor as it is
for its own acts and omissions; or
C. The Company shall upon instruction from the Trust
subcontract for the performance hereof with an Agent
selected by the Trust, other than BFDS or a provider
of services selected by Company, as described in (2)
above; provided, however, that the Company shall in no
way be responsible to the Trust for the acts and
omissions of the Agent.
SECTION THREE: Custody Services Procurement
Article 9. Appointment.
The Trust hereby appoints Company as its agent to evaluate
and obtain custody services from a financial institution
that (i) meets the criteria established in Section 17(f) of
the 1940 Act and (ii) has been approved by the Board as
eligible for selection by the Company as a custodian (the
Eligible Custodian). The Company accepts such
appointment.
Article 10. The Company and Its Duties.
Subject to the review, supervision and control of the
Board, the Company shall:
A. evaluate the nature and the quality of the custodial
services provided by the Eligible Custodian;
B. employ the Eligible Custodian to serve on behalf of
the Trust as Custodian of the Trust's assets
substantially on the terms set forth as the form of
agreement in Exhibit 2;
C. negotiate and enter into agreements with the
Custodians for the benefit of the Trust, with the
Trust as a party to each such agreement. The Company
shall not be a party to any agreement with any such
Custodian;
D. establish procedures to monitor the nature and the
quality of the services provided by the Custodians;
E. continuously monitor the nature and the quality of
services provided by the Custodians; and
F. periodically provide to the Trust (i) written reports
on the activities and services of the Custodians; (ii)
the nature and amount of disbursement made on account
of the Trust with respect to each custodial agreement;
and (iii) such other information as the Board shall
reasonably request to enable it to fulfill its duties
and obligations under Sections 17(f) and 36(b) of the
1940 Act and other duties and obligations thereof.
Article 11. Fees and Expenses.
A. Annual Fee
For the performance by the Company pursuant to Section
Three of this Agreement, the Trust and/or the Fund
agree to pay the Company an annual fee as agreed upon
between the parties.
B. Reimbursements
In addition to the fee paid under Section 11A above,
the Trust and/or Fund agree to reimburse the Company
for out-of-pocket expenses or advances incurred by the
Company for the items agreed upon between the parties,
as may be added to or amended from time to time. In
addition, any other expenses incurred by the Company
at the request or with the consent of the Trust and/or
the Fund, will be reimbursed by the appropriate Fund.
C. Payment
The compensation and out-of-pocket expenses shall be
accrued by the Fund and shall be paid to the Company
no less frequently than monthly, and shall be paid
daily upon request of the Company. The Company will
maintain detailed information about the compensation
and out-of-pocket expenses by Fund.
D. Any schedule of compensation agreed to hereunder, as
may be adjusted from time to time, shall be dated and
signed by a duly authorized officer of the Trust
and/or the Funds and a duly authorized officer of the
Company.
Article 12. Representations.
The Company represents and warrants that it has obtained
all required approvals from all government or regulatory
authorities necessary to enter into this arrangement and to
provide the services contemplated in Section Three of this
Agreement.
SECTION FOUR: General Provisions.
Article 13. Documents.
A. In connection with the appointment of the Company
under this Agreement, the Trust shall file with the
Company the following documents:
(1) A copy of the Charter and By-Laws of the Trust
and all amendments thereto;
(2) A copy of the resolution of the Board of the
Trust authorizing this Agreement;
(3) Specimens of all forms of outstanding Share
certificates of the Trust or the Funds in the
forms approved by the Board of the Trust with a
certificate of the Secretary of the Trust as to
such approval;
(4) All account application forms and other documents
relating to Shareholders accounts; and
(5) A copy of the current Prospectus for each Fund.
B. The Fund will also furnish from time to time the
following documents:
(1) Each resolution of the Board of the Trust
authorizing the original issuance of each Fund's,
and/or Class's Shares;
(2) Each Registration Statement filed with the SEC
and amendments thereof and orders relating
thereto in effect with respect to the sale of
Shares of any Fund, and/or Class;
(3) A certified copy of each amendment to the
governing document and the By-Laws of the Trust;
(4) Certified copies of each vote of the Board
authorizing officers to give Proper Instructions
to the Custodian and agents for fund accountant,
custody services procurement, and shareholder
recordkeeping or transfer agency services;
(5) Specimens of all new Share certificates
representing Shares of any Fund, accompanied by
Board resolutions approving such forms;
(6) Such other certificates, documents or opinions
which the Company may, in its discretion, deem
necessary or appropriate in the proper
performance of its duties; and
(7) Revisions to the Prospectus of each Fund.
Article 14. Representations and Warranties.
A. Representations and Warranties of the Company
The Company represents and warrants to the Trust that:
(1) It is a business trust duly organized and
existing and in good standing under the laws of
the State of Delaware.
(2) It is duly qualified to carry on its business in
the State of Delaware.
(3) It is empowered under applicable laws and by its
charter and by-laws to enter into and perform
this Agreement.
(4) All requisite corporate proceedings have been
taken to authorize it to enter into and perform
its obligations under this Agreement.
(5) It has and will continue to have access to the
necessary facilities, equipment and personnel to
perform its duties and obligations under this
Agreement.
(6) It is in compliance with federal securities law
requirements and in good standing as a transfer
agent.
B. Representations and Warranties of the Trust
The Trust represents and warrants to the Company that:
(1) It is an investment company duly organized and
existing and in good standing under the laws of
its state of organization;
(2) It is empowered under applicable laws and by its
Charter and By-Laws to enter into and perform its
obligations under this Agreement;
(3) All corporate proceedings required by said
Charter and By-Laws have been taken to authorize
it to enter into and perform its obligations
under this Agreement;
(4) The Trust is an open-end investment company
registered under the 1940 Act; and
(5) A registration statement under the 1933 Act will
be effective, and appropriate state securities
law filings have been made and will continue to
be made, with respect to all Shares of each Fund
being offered for sale.
Article 15. Standard of Care and Indemnification.
A. Standard of Care
The Company shall be held to a standard of reasonable
care in carrying out the provisions of this Contract.
The Company shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the
Trust) on all matters, and shall be without liability
for any action reasonably taken or omitted pursuant to
such advice, provided that such action is not in
violation of applicable federal or state laws or
regulations, and is in good faith and without
negligence.
B. Indemnification by Trust
The Company shall not be responsible for and the Trust
or Fund shall indemnify and hold the Company,
including its officers, directors, shareholders and
their agents employees and affiliates, harmless
against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liabilities
arising out of or attributable to:
(1) The acts or omissions of any Custodian, Adviser,
Sub-adviser or other party contracted by or
approved by the Trust or Fund,
(2) The reliance on or use by the Company or its
agents or subcontractors of information, records
and documents in proper form which
(a) are received by the Company or its agents or
subcontractors and furnished to it by or on
behalf of the Fund, its Shareholders or
investors regarding the purchase, redemption
or transfer of Shares and Shareholder
account information;
(b) are received by the Company from independent
pricing services or sources for use in
valuing the assets of the Funds; or
(c) are received by the Company or its agents or
subcontractors from Advisers, Sub-advisers
or other third parties contracted by or
approved by the Trust of Fund for use in the
performance of services under this
Agreement;
(d) have been prepared and/or maintained by the
Fund or its affiliates or any other person
or firm on behalf of the Trust.
(3) The reliance on, or the carrying out by the
Company or its agents or subcontractors of Proper
Instructions of the Trust or the Fund.
(4) The offer or sale of Shares in violation of any
requirement under the federal securities laws or
regulations or the securities laws or regulations
of any state that such Shares be registered in
such state or in violation of any stop order or
other determination or ruling by any federal
agency or any state with respect to the offer or
sale of such Shares in such state.
Provided, however, that the Company shall not be
protected by this Article 15.A. from liability
for any act or omission resulting from the
Company's willful misfeasance, bad faith,
negligence or reckless disregard of its duties of
failure to meet the standard of care set forth in
15.A. above.
C. Reliance
At any time the Company may apply to any officer of
the Trust or Fund for instructions, and may consult
with legal counsel with respect to any matter arising
in connection with the services to be performed by the
Company under this Agreement, and the Company and its
agents or subcontractors shall not be liable and shall
be indemnified by the Trust or the appropriate Fund
for any action reasonably taken or omitted by it in
reliance upon such instructions or upon the opinion of
such counsel provided such action is not in violation
of applicable federal or state laws or regulations.
The Company, its agents and subcontractors shall be
protected and indemnified in recognizing stock
certificates which are reasonably believed to bear the
proper manual or facsimile signatures of the officers
of the Trust or the Fund, and the proper
countersignature of any former transfer agent or
registrar, or of a co-transfer agent or co-registrar.
D. Notification
In order that the indemnification provisions contained
in this Article 15 shall apply, upon the assertion of
a claim for which either party may be required to
indemnify the other, the party seeking indemnification
shall promptly notify the other party of such
assertion, and shall keep the other party advised with
respect to all developments concerning such claim.
The party who may be required to indemnify shall have
the option to participate with the party seeking
indemnification in the defense of such claim. The
party seeking indemnification shall in no case confess
any claim or make any compromise in any case in which
the other party may be required to indemnify it except
with the other party's prior written consent.
Article 16. Termination of Agreement.
This Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other.
Should the Trust exercise its rights to terminate, all out-
of-pocket expenses associated with the movement of records
and materials will be borne by the Trust or the appropriate
Fund. Additionally, the Company reserves the right to
charge for any other reasonable expenses associated with
such termination. The provisions of Article 15 shall
survive the termination of this Agreement.
Article 17. Amendment.
This Agreement may be amended or modified by a written
agreement executed by both parties.
Article 18. Interpretive and Additional Provisions.
In connection with the operation of this Agreement, the
Company and the Trust may from time to time agree on such
provisions interpretive of or in addition to the provisions
of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any
such interpretive or additional provisions shall be in a
writing signed by both parties and shall be annexed hereto,
provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations
or any provision of the Charter. No interpretive or
additional provisions made as provided in the preceding
sentence shall be deemed to be an amendment of this
Agreement.
Article 19. Governing Law.
This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of
the Commonwealth of Massachusetts
Article 20. Notices.
Except as otherwise specifically provided herein, Notices
and other writings delivered or mailed postage prepaid to
the Trust at Federated Investors Tower, Pittsburgh,
Pennsylvania, 15222-3779, or to the Company at Federated
Investors Tower, Pittsburgh, Pennsylvania, 15222-3779, or to
such other address as the Trust or the Company may hereafter
specify, shall be deemed to have been properly delivered or
given hereunder to the respective address.
Article 21. Counterparts.
This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an
original.
Article 22. Limitations of Liability of Trustees and
Shareholders of the Trust.
The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust and signed by an
authorized officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on
any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or
Shareholders of the Trust, but bind only the appropriate
property of the Fund, or Class, as provided in the
Declaration of Trust.
Article 23. Limitations of Liability of Trustees and
Shareholders of the Company.
The execution and delivery of this Agreement have been
authorized by the Trustees of the Company and signed by an
authorized officer of the Company, acting as such, and
neither such authorization by such Trustees nor such
execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any
liability on any of them personally, and the obligations of
this Agreement are not binding upon any of the Trustees or
Shareholders of the Company, but bind only the property of
the Company as provided in the Declaration of Trust.
Article 24. Assignment.
This Agreement and the rights and duties hereunder shall
not be assignable with respect to the Trust or the Funds by
either of the parties hereto except by the specific written
consent of the other party.
Article 25. Merger of Agreement.
This Agreement constitutes the entire agreement between
the parties hereto and supersedes any prior agreement with
respect to the subject hereof whether oral or written.
Article 26. Successor Agent.
If a successor agent for the Trust shall be appointed by
the Trust, the Company shall upon termination of this
Agreement deliver to such successor agent at the office of
the Company all properties of the Trust held by it
hereunder. If no such successor agent shall be appointed,
the Company shall at its office upon receipt of Proper
Instructions deliver such properties in accordance with such
instructions.
In the event that no written order designating a successor
agent or Proper Instructions shall have been delivered to
the Company on or before the date when such termination
shall become effective, then the Company shall have the
right to deliver to a bank or trust company, which is a
bank as defined in the 1940 Act, of its own selection,
having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than
$2,000,000, all properties held by the Company under this
Agreement. Thereafter, such bank or trust company shall be
the successor of the Company under this Agreement.
Article 27. Force Majeure.
The Company shall have no liability for cessation of
services hereunder or any damages resulting therefrom to the
Fund as a result of work stoppage, power or other mechanical
failure, natural disaster, governmental action,
communication disruption or other impossibility of
performance.
Article 28. Assignment; Successors.
This Agreement shall not be assigned by either party
without the prior written consent of the other party, except
that either party may assign to a successor all of or a
substantial portion of its business, or to a party
controlling, controlled by, or under common control with
such party. Nothing in this Article 28 shall prevent the
Company from delegating its responsibilities to another
entity to the extent provided herein.
Article 29. Severability.
In the event any provision of this Agreement is held
illegal, void or unenforceable, the balance shall remain in
effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their names and on their behalf
under their seals by and through their duly authorized
officers, as of the day and year first above written.
ATTEST: INVESTMENT COMPANIES (listed on
Exhibit 1)
/s/ John W. McGonigle_______ By:__/s/ John F. Donahue___
John W. McGonigle John F. Donahue
Secretary Chairman
ATTEST: FEDERATED SERVICES COMPANY
/s/ Jeannette Fisher-Garber By:_/s/ James J. Dolan_____
Jeannette Fisher-Garber James J. Dolan
Secretary President
Exhibit 1
Automated Government Money Trust
--
Exhibit 9 (ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this
first day of March, 1994, between those investment companies
listed on Exhibit 1, as may be amended from time to time, having
their principal office and place of business at Federated
Investors Tower, Pittsburgh PA 15222-3779 (individually
referred to herein as "Fund" and collectively referred to as
"Funds), on behalf of the portfolios of the Funds, and Federated
Administrative Services, a Delaware business trust (herein
called "FAS").
WHEREAS, the Funds desire to retain FAS as their
Administrator to provide them with Administrative Services (as
herein defined), and FAS is willing to render such services;
WHEREAS, the Funds are registered as open-end management
investment companies under the Investment Company Act of 1940,
as amended (the "1940 Act"), with authorized and issued shares
of capital stock or beneficial interest ("Shares"); and
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Funds hereby
appoint FAS as Administrator of the Funds on the terms and
conditions set forth in this Agreement; and FAS hereby accepts
such appointment and agrees to perform the services and duties
set forth in Section 2 of this Agreement in consideration of the
compensation provided for in Section 4 hereof.
2. Services and Duties. As Administrator, and subject to
the supervision and control of the Funds' Boards of Trustees or
Directors, as applicable (the "Boards"), FAS will provide
facilities, equipment, and personnel to carry out the following
administrative services for operation of the business and
affairs of the Funds and each of their portfolios:
(a) prepare, file, and maintain the
Funds' governing documents and any amendments
thereto, including the Declaration of Trust or
Articles of Incorporation, as appropriate,(which has
already been prepared and filed), the By-laws and
minutes of meetings of their Boards, Committees, and
shareholders;
(b) prepare and file with the
Securities and Exchange Commission and the
appropriate state securities authorities the
registration statements for the Funds and the Funds'
shares and all amendments thereto, reports to
regulatory authorities and shareholders,
prospectuses, proxy statements, and such other
documents all as may be necessary to enable the Funds
to make continuous offerings of their shares, as
applicable;
(c) prepare, negotiate, and
administer contracts on behalf of the Funds with,
among others, each Fund's investment adviser,
distributor, custodian, and transfer agent, subject
to any applicable restrictions of the Boards or the
1940 Act;
(d) supervise the Funds' custodians
in the maintenance of the Funds' general ledgers and
in the preparation of the Funds' financial
statements, including oversight of expense accruals
and payments, the determination of the net asset
value of the Funds and the declaration and payment of
dividends and other distributions to shareholders;
(e) calculate performance data of
the Funds for dissemination to information services
covering the investment company industry;
(f) prepare and file the Funds' tax
returns;
(g) examine and review the
operations of the Funds' custodians and transfer
agents;
(h) coordinate the layout and
printing of publicly disseminated prospectuses and
reports;
(i) perform internal audit
examinations in accordance with a charter to be
adopted by FAS and the Funds;
(j) assist with the design,
development, and operation of the Funds;
(k) provide individuals reasonably
acceptable to the Funds' Boards for nomination,
appointment, or election as officers of the Funds,
who will be responsible for the management of certain
of the Funds' affairs as determined by the Funds'
Boards; and
(l) consult with the Funds and their
Boards of Trustees or Directors, as appropriate, on
matters concerning the Funds and their affairs.
The foregoing, along with any additional services that FAS
shall agree in writing to perform for the Funds hereunder, shall
hereafter be referred to as "Administrative Services."
Administrative Services shall not include any duties, functions,
or services to be performed for any Fund by such Fund's
investment adviser, distributor, custodian, transfer agent, or
shareholder service agent, pursuant to their respective
agreements with such Fund.
3. Expenses. FAS shall be responsible for expenses
incurred in providing office space, equipment, and personnel as
may be necessary or convenient to provide the Administrative
Services to the Fund, including the compensation of FAS
employees who serve on the Funds' Boards, or as officers of the
Funds. Each Fund shall be responsible for all other expenses
incurred by FAS on behalf of such Fund, including without
limitation postage and courier expenses, printing expenses,
travel expenses, registration fees, filing fees, fees of outside
counsel and independent auditors, insurance premiums, fees
payable to members of such Fund's Board who are not FAS
employees, and trade association dues.
4. Compensation. For the Administrative Services
provided, each Fund hereby agrees to pay and FAS hereby agrees
to accept as full compensation for its services rendered
hereunder an administrative fee at an annual rate, payable
daily, as specified below, based upon the total assets of all of
the Funds:
Maximum Administrative Average Daily Net Assets
Fee of the Funds
.150% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of
$750 million
However, in no event shall the administrative fee received
during any year of this Agreement be less than, or be paid at a
rate less than would aggregate, $125,000, per individual Fund,
with an additional $30,000 for each class of shares added to any
such Fund after the date hereof.
5. Standard of Care.
(a) FAS shall not be liable for any
error of judgment or mistake of law or for any loss
suffered by any Fund in connection with the matters
to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or
gross negligence on its part in the performance of
its duties or from reckless disregard by it of its
obligations and duties under this Agreement. FAS
shall be entitled to rely on and may act upon advice
of counsel (who may be counsel for such Fund) on all
matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such
advice. Any person, even though also an officer,
trustee, partner, employee or agent of FAS, who may
be or become a member of such Fund's Board, officer,
employee or agent of any Fund, shall be deemed, when
rendering services to such Fund or acting on any
business of such Fund (other than services or
business in connection with the duties of FAS
hereunder) to be rendering such services to or acting
solely for such Fund and not as an officer, trustee,
partner, employee or agent or one under the control
or direction of FAS even though paid by FAS.
(b) This Section 5 shall survive
termination of this Agreement.
6. Duration and Termination. The initial term of this
Agreement with respect to each Fund shall commence on the date
hereof, and extend for a period of one year, renewable annually
by the approval of the Board of Directors/Trustees of each Fund.
7. Amendment. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which an
enforcement of the change, waiver, discharge or termination is
sought.
8. Limitations of Liability of Trustees or Officers,
Employees, Agents and Shareholders of the Funds. FAS is
expressly put on notice of the limitation of liability as set
forth in the Declaration of Trust of each Fund that is a
Massachusetts business trust and agrees that the obligations
assumed by each such Fund pursuant to this Agreement shall be
limited in any case to such Fund and its assets and that FAS
shall not seek satisfaction of any such obligations from the
shareholders of such Fund, the Trustees, Officers, Employees or
Agents of such Fund, or any of them.
9. Limitations of Liability of Trustees and Shareholders
of FAS. The execution and delivery of this Agreement have been
authorized by the Trustees of FAS and signed by an authorized
officer of FAS, acting as such, and neither such authorization
by such Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, and the
obligations of this Agreement are not binding upon any of the
Trustees or shareholders of FAS, but bind only the trust
property of FAS as provided in the Declaration of Trust of FAS.
10. Notices. Notices of any kind to be given hereunder
shall be in writing (including facsimile communication) and
shall be duly given if delivered to any Fund at the following
address: Federated Investors Tower, Pittsburgh, PA 15222-3779,
Attention: President and if delivered to FAS at Federated
Investors Tower, Pittsburgh, PA 15222-3779, Attention:
President.
11. Miscellaneous. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject hereof whether oral or
written. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their
construction or effect. If any provision of this Agreement
shall be held or made invalid by a court or regulatory agency
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. Subject to the
provisions of Section 5, hereof, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and
their respective successors and shall be governed by
Pennsylvania law; provided, however, that nothing herein shall
be construed in a manner inconsistent with the Investment
Company Act of 1940 or any rule or regulation promulgated by the
Securities and Exchange Commission thereunder.
12. Counterparts. This Agreement may be executed by
different parties on separate counterparts, each of which, when
so executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same
instrument.
13. Assignment; Successors. This Agreement shall not be
assigned by any party without the prior written consent of FAS,
in the case of assignment by any Fund, or of the Funds, in the
case of assignment by FAS, except that any party may assign to a
successor all of or a substantial portion of its business to a
party controlling, controlled by, or under common control with
such party. Nothing in this Section 14 shall prevent FAS from
delegating its responsibilities to another entity to the extent
provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as
of the day and year first above written.
Investment Companies (listed
on Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Federated Administrative Services
By: /s/ Edward C. Gonzales
Edward C. Gonzales
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
--
Exhibit 9 (iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT made as of the first day of March, 1994, by
and between those investment companies listed on Exhibit 1,
as may be amended from time to time, having their principal
office and place of business at Federated Investors Tower,
Pittsburgh, PA 15222-3779 and who have approved a
Shareholder Services Plan (the "Plan") and this form of
Agreement (individually referred to herein as a "Fund" and
collectively as "Funds") and Federated Shareholder Services,
a Delaware business trust, having its principal office and
place of business at Federated Investors Tower, Pittsburgh,
Pennsylvania 15222-3779 ("FSS").
1. The Funds hereby appoint FSS to render or cause to
be rendered personal services to shareholders of the Funds
and/or the maintenance of accounts of shareholders of the
Funds ("Services"). In addition to providing Services
directly to shareholders of the Funds, FSS is hereby
appointed the Funds' agent to select, negotiate and
subcontract for the performance of Services. FSS hereby
accepts such appointments. FSS agrees to provide or cause
to be provided Services which, in its best judgment (subject
to supervision and control of the Funds' Boards of Trustees
or Directors, as applicable), are necessary or desirable for
shareholders of the Funds. FSS further agrees to provide
the Funds, upon request, a written description of the
Services which FSS is providing hereunder.
2. During the term of this Agreement, each Fund will
pay FSS and FSS agrees to accept as full compensation for
its services rendered hereunder a fee at an annual rate,
calculated daily and payable monthly, up to 0.25% of 1% of
average net assets of each Fund.
For the payment period in which this Agreement becomes
effective or terminates with respect to any Fund, there
shall be an appropriate proration of the monthly fee on the
basis of the number of days that this Agreement is in effect
with respect to such Fund during the month. To enable the
Funds to comply with an applicable exemptive order, FSS
represents that the fees received pursuant to this Agreement
will be disclosed to and authorized by any person or entity
receiving Services, and will not result in an excessive fee
to FSS.
3. This Agreement shall continue in effect for one
year from the date of its execution, and thereafter for
successive periods of one year only if the form of this
Agreement is approved at least annually by the Board of each
Fund, including a majority of the members of the Board of
the Fund who are not interested persons of the Fund and have
no direct or indirect financial interest in the operation of
the Funds' Plan or in any related documents to the Plan
("Independent Board Members") cast in person at a meeting
called for that purpose.
4. Notwithstanding paragraph 3, this Agreement may be
terminated as follows:
(a) at any time, without the payment of any
penalty, by the vote of a majority of the Independent
Board Members of any Fund or by a vote of a majority
of the outstanding voting securities of any Fund as
defined in the Investment Company Act of 1940 on
sixty (60) days' written notice to the parties to
this Agreement;
(b) automatically in the event of the
Agreement's assignment as defined in the Investment
Company Act of 1940; and
(c) by any party to the Agreement without cause
by giving the other party at least sixty (60) days'
written notice of its intention to terminate.
5. FSS agrees to obtain any taxpayer identification
number certification from each shareholder of the Funds to
which it provides Services that is required under Section
3406 of the Internal Revenue Code, and any applicable
Treasury regulations, and to provide each Fund or its
designee with timely written notice of any failure to obtain
such taxpayer identification number certification in order
to enable the implementation of any required backup
withholding.
6. FSS shall not be liable for any error of judgment
or mistake of law or for any loss suffered by any Fund in
connection with the matters to which this Agreement relates,
except a loss resulting from willful misfeasance, bad faith
or gross negligence on its part in the performance of its
duties or from reckless disregard by it of its obligations
and duties under this Agreement. FSS shall be entitled to
rely on and may act upon advice of counsel (who may be
counsel for such Fund) on all matters, and shall be without
liability for any action reasonably taken or omitted
pursuant to such advice. Any person, even though also an
officer, trustee, partner, employee or agent of FSS, who may
be or become a member of such Fund's Board, officer,
employee or agent of any Fund, shall be deemed, when
rendering services to such Fund or acting on any business of
such Fund (other than services or business in connection
with the duties of FSS hereunder) to be rendering such
services to or acting solely for such Fund and not as an
officer, trustee, partner, employee or agent or one under
the control or direction of FSS even though paid by FSS.
This Section 6 shall survive termination of this
Agreement.
7. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which an
enforcement of the change, waiver, discharge or termination
is sought.
8. FSS is expressly put on notice of the limitation
of liability as set forth in the Declaration of Trust of
each Fund that is a Massachusetts business trust and agrees
that the obligations assumed by each such Fund pursuant to
this Agreement shall be limited in any case to such Fund and
its assets and that FSS shall not seek satisfaction of any
such obligations from the shareholders of such Fund, the
Trustees, Officers, Employees or Agents of such Fund, or any
of them.
9. The execution and delivery of this Agreement have
been authorized by the Trustees of FSS and signed by an
authorized officer of FSS, acting as such, and neither such
authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made
by any of them individually or to impose any liability on
any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or
shareholders of FSS, but bind only the trust property of FSS
as provided in the Declaration of Trust of FSS.
10. Notices of any kind to be given hereunder shall be
in writing (including facsimile communication) and shall be
duly given if delivered to any Fund and to such Fund at the
following address: Federated Investors Tower, Pittsburgh,
PA 15222-3779, Attention: President and if delivered to
FSS at Federated Investors Tower, Pittsburgh, PA 15222-
3779, Attention: President.
11. This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior
agreement with respect to the subject hereof whether oral or
written. If any provision of this Agreement shall be held
or made invalid by a court or regulatory agency decision,
statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. Subject to the provisions of
Sections 3 and 4, hereof, this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto
and their respective successors and shall be governed by
Pennsylvania law; provided, however, that nothing herein
shall be construed in a manner inconsistent with the
Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission
thereunder.
12. This Agreement may be executed by different
parties on separate counterparts, each of which, when so
executed and delivered, shall be an original, and all such
counterparts shall together constitute one and the same
instrument.
13. This Agreement shall not be assigned by any party
without the prior written consent of FSS in the case of
assignment by any Fund, or of the Funds in the case of
assignment by FSS, except that any party may assign to a
successor all of or a substantial portion of its business to
a party controlling, controlled by, or under common control
with such party. Nothing in this Section 14 shall prevent
FSS from delegating its responsibilities to another entity
to the extent provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below
as of the day and year first above written.
Investment Companies (listed
on Exhibit 1)
By: /s/ John F. Donahue
John F. Donahue
Chairman
Attest: /s/ John W. McGonigle
John W. McGonigle
Federated Shareholder Services
By: /s/ James J. Dolan
Title: President
Attest: /s/ John W. McGonigle
John W. McGonigle
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints the Secretary and Assistant Secretary of AUTOMATED
GOVERNMENT MONEY TRUST and the Deputy General Counsel of
Federated Investors, and each of them, their true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution for them and in their names, place and stead, in
any and all capacities, to sign any and all documents to be filed
with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, by means of the Securities
and Exchange Commission's electronic disclosure system known as
EDGAR; and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to sign and
perform each and every act and thing requisite and necessary to
be done in connection therewith, as fully to all intents and
purposes as each of them might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
thereof.
SIGNATURES TITLE DATE
/s/ John F. Donahue Chairman, TrusteeSeptember 11, 1995
John F. Donahue (Chief Executive Officer)
/s/ Glen R. Johnson President September 11, 1995
Glen R. Johnson
/s/ David M. Taylor Treasurer September 11, 1995
David M. Taylor (Principal Financial and
Accounting Officer)
/s/ Thomas G. Bigley Trustee September 11, 1995
Thomas G. Bigley
/s/ John T. Conroy, Jr Trustee September 11, 1995
John T. Conroy, Jr.
SIGNATURES TITLE DATE
/s/ William J. Copeland Trustee September 11, 1995
William J. Copeland
/s/ James E. Dowd Trustee September 11, 1995
James E. Dowd
/s/ Lawrence D. Ellis, M.D. Trustee September 11, 1995
Lawrence D. Ellis, M.D.
/s/ Edward L. Flaherty, Jr Trustee September 11, 1995
Edward L. Flaherty, Jr.
/s/ Peter E. Madden Trustee September 11, 1995
Peter E. Madden
/s/ Gregor F. Meyer Trustee September 11, 1995
Gregor F. Meyer
/s/ John E. Murray, Jr Trustee September 11, 1995
John E. Murray, Jr.
/s/ Wesley W. Posvar Trustee September 11, 1995
Wesley W. Posvar
/s/ Marjorie P. Smuts Trustee September 11, 1995
Marjorie P. Smuts
Sworn to and subscribed before me this 11th day of September,
1995
Marie M. Hamm
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> Automated Government Money Trust
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> Jul-31-1995
<PERIOD-END> Jul-31-1995
<INVESTMENTS-AT-COST> 2,453,206,950
<INVESTMENTS-AT-VALUE> 2,453,206,950
<RECEIVABLES> 4,308,664
<ASSETS-OTHER> 315,526
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,457,831,140
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 8,958,490
<TOTAL-LIABILITIES> 8,958,490
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,448,872,650
<SHARES-COMMON-STOCK> 2,448,872,650
<SHARES-COMMON-PRIOR> 2,640,383,867
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 2,448,872,650
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 140,975,005
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</TABLE>
